UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39993

Centricus Acquisition Corp.

(Exact Name of Registrant as Specified in Its Charter)

Cayman

N/A

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Boundary Hall, Cricket Square, PO Box 1093

Grand Cayman

Cayman Islands, KY1-1102

(Address of principal executive offices)

+1 (345) 814-5895

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant	CENHU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	CENH	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CENHW	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 16, 2021, there were 34,500,000 Class A ordinary shares, par value $0.0001 per share, and 8,625,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.


		Page
Part I. Financial Information
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020	1
	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2021 (Unaudited)	2
	Condensed Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2021 (Unaudited)	3
	Condensed Statement of Cash Flows for the Six Months Ended through June 30, 2021 (Unaudited)	4
	Notes to Unaudited Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	23
Item 4.	Controls and Procedures	23
Part II. Other Information		24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 6.	Exhibits	26
Part III. Signatures		27


	June 30,		December 31,
	2021		2020
	(Unaudited)		(Audited)
ASSETS
Current assets
Cash	$	793,332	$	—
Prepaid expenses and other current assets		678,298		—
Total Current Assets		1,471,630		—

Deferred offering costs		—		216,584
Marketable securities held in Trust Account		345,013,234		—
TOTAL ASSETS	$	346,484,864	$	216,584

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	2,490,380	$	—
Accrued offering costs		—		121,593
Promissory note – related party		132,990		74,991
Total Current Liabilities		2,623,370		196,584

Warrant liabilities		20,848,334		—
Deferred underwriting fee payable		12,075,000		—
TOTAL LIABILITIES		35,546,704		196,584

Commitments and Contingencies

Class A ordinary shares subject to possible redemption 34,500,000 and no shares at redemption value at June 30, 2021 and December 31, 2020, respectively		345,013,234		—

Shareholders’ Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding (excluding 34,500,000 and no shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively		—		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding, at June 30, 2021 and December 31, 2020⁽¹⁾		863		863
Additional paid-in capital		—		24,137
Accumulated deficit		(34,075,937)		(5,000)
Total Shareholders’ Equity		(34,075,074)		20,000
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	346,484,864	$	216,584


	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2021		2021
General and administrative cost	$	2,122,472	$	3,087,176
Loss from operations		(2,122,472)		(3,087,176)

Other income (expense):
Interest earned on marketable securities held in Trust Account		8,602		13,234
Transaction costs - warrants		—		(688,534)
Change in fair value of warrants		(10,573,084)		(297,834)
Other expense, net		(10,564,482)		(973,134)

Net loss	$	(12,686,954)	$	(4,060,310)

Basic and diluted weighted average shares outstanding, Class A Ordinary shares subject to possible redemption		31,862,511		31,527,952
Basic and diluted net income per share, Class A Ordinary shares subject to possible redemption	$	0.00	$	0.00

Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		11,262,489		10,714,259
Basic and diluted net loss per share, Non-redeemable ordinary shares	$	(1.13)	$	(0.38)


	Class A				Class B				Additional		(Accumulated		Total
	Ordinary Shares				Ordinary Shares				Paid-in		Deficit ) /		Shareholders’
	Shares		Amount		Shares		Amount		Capital		Retained Earnings		Equity
Balance — January 1, 2021		—	$	—		8,625,000	$	863	$	24,137	$	(5,000)	$	20,000

Sale of 34,500,000 Units, net of underwriting discounts and offering expenses		34,500,000		3,450		—		—		314,223,020		—		314,226,470

Cash paid in excess of fair value for Private Placement Units		—		—		—		—		752,000		—		752,000

Ordinary shares subject to redemption		(31,862,511)		(3,186)		—		—		(314,999,157)		(3,622,767)		(318,625,110)

Net income		—		—		—		—		—		8,626,644		8,626,644

Balance — March 31, 2021		2,637,489	$	264		8,625,000	$	863	$	—	$	4,998,877	$	5,000,004

Change in value of Ordinary shares subject to redemption		(2,637,489)		(264)		—		—		—		(26,387,860)		(26,388,124)

Net loss		—		—		—		—		—		(12,686,954)		(12,686,954)

Balance – June 30, 2021		—	$	—		8,625,000	$	863	$	—	$	(34,075,937)	$	(34,075,074)


	Three Months		Six Months
	Ended		Ended
	June 30,		June 30,
	2021		2021
Class A ordinary Shares subject to possible redemption
Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	8,602	$	13,234
Unrealized gain on marketable securities held in Trust Account		—		—
Net earnings	$	8,602	$	13,234
Denominator: Weighted Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		31,862,511		31,527,952
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00	$	0.00

Non-Redeemable Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(12,686,954)	$	(4,060,310)
Less: Net income allocable to Class A ordinary shares subject to possible redemption		(7,628)		(11,736)
Non-Redeemable Net Loss	$	(12,694,582)	$	(4,072,046)
Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		11,262,489		10,714,259
Basic and diluted net loss per share, Non-redeemable ordinary shares	$	(1.13)	$	(0.38)


Description	Level	June 30, 2021
Assets:
Marketable securities held in Trust Account	1	$	345,013,234

Liabilities:
Warrant Liability – Public Warrants	1		12,075,000
Warrant Liability – Private Placement Warrants	3

SEC Form 10-Q filed by Centricus Acquisition Corp.