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 quarterly period ended June 30, 2022

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

For the transition period from to

Commission File No. 001-40281

CORAZON CAPITAL V838 MONOCEROS CORP

(Exact name of registrant as specified in its charter)


Cayman		98-1580509
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

222 West Merchandise Mart Plaza, Box #2982 Chicago, IL		60654
(Address of principal executive offices)		(Zip Code)

(312) 535-6282

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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

Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	CRZNU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	CRZN	The Nasdaq Stock Market LLC
Warrants included as part of the Units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CRZNW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 the 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 12, 2022, 20,379,900 Class A ordinary shares, and 5,094,975 Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares”), were issued and outstanding.

Table of Contents

CORAZON CAPITAL V838 MONOCEROS CORP

Quarterly Report on Form 10-Q

Table of Contents


		Page No.

PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements (Unaudited)	2

	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	2

	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022, the Three Months Ended June 30, 2021 and for the period from January 29, 2021 (inception) through June 30, 2021	3

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2022, the Three Months Ended June 30, 2021 and for the period from January 29, 2021 (inception) through June 30, 2021	4

	Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and for the period from January 29, 2021 (inception) through June 30, 2021	5

	Notes to Unaudited Condensed Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	25

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

SIGNATURES		28

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PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

CORAZON CAPITAL V838 MONOCEROS CORP

CONDENSED BALANCE SHEETS


	June 30, 2022		December 31, 2021
	(Unaudited)
Assets
Current assets:
Cash	$	1,028,198	$	1,443,430
Prepaid expenses		306,155		388,572
Total current assets		1,334,352		1,832,002
Investments held in Trust Account		204,109,274		203,813,533
Total Assets	$	205,443,626	$	205,645,535

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit
Current liabilities:
Accounts payable	$	1,955	$	9,913
Accrued expenses		619,976		458,288
Total current liabilities		621,931		468,201
Deferred underwriting commissions		7,132,965		7,132,965
Derivative warrant liabilities		1,421,860		8,094,040
Total liabilities		9,176,756		15,695,206

Commitments and Contingencies

Class A ordinary shares subject to possible redemption; 20,379,900 shares at $10.01 and $10.00 per share at June 30, 2022 and December 31, 2021		204,009,274		203,799,000

Shareholders' Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June 30, 2022 and December 31, 2021		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized at June 30, 2022 and December 31, 2021		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,094,975 shares issued and outstanding at June 30, 2022 and December 31, 2021		509		509
Additional paid-in capital		—		—
Accumulated deficit		(7,742,913)		(13,849,180)
Total shareholders’ deficit		(7,742,404)		(13,848,671)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	$	205,443,626	$	205,645,535

The accompanying notes are an integral part of these unaudited condensed financial statements.

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CORAZON CAPITAL V838 MONOCEROS CORP

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For The				For The		For The Period From
	Three Months Ended				Six Months Ended		January 29, 2021 (Inception) Through
	June 30,				June 30,		June 30,
	2022		2021		2022		2021
General and administrative expenses	$	262,264	$	232,551	$	591,380	$	311,961
Administrative expenses - related party		30,000		30,000		60,000		30,000
Loss from operations		(292,264)		(262,551)		(651,380)		(341,961)
Other income (expense)
Change in fair value of derivative warrant liabilities		2,682,460		(72,070)		6,672,180		(5,400)
Financing costs - derivative warrant liabilities		—		—		—		(428,090)
Net gain from investments held in Trust Account		275,217		7,330		295,741		7,605
Net income (loss)	$	2,665,413	$	(327,291)	$	6,316,541	$	(767,846)

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		20,379,900		20,379,900		20,379,900		13,254,703
Basic and diluted net income (loss) per share, Class A ordinary shares	$	0.10	$	(0.01)	$	0.25	$	(0.04)
Weighted average shares outstanding of Class B ordinary shares, basic and diluted		5,094,975		5,094,975		5,094,975		5,058,642
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.10	$	(0.01)	$	0.25	$	(0.04)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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CORAZON CAPITAL V838 MONOCEROS CORP

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022


	Ordinary Shares										Total
	Class A			Class B			Additional Paid-		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		in Capital		Deficit		Deficit
Balance — December 31, 2021	—	$	—	5,094,975	$	509	$	—	$	(13,849,180)	$	(13,848,671)
Net income	—		—	—		—		—		3,651,128		3,651,128
Balance - March 31, 2022 (Unaudited)	—		—	5,094,975		509		—		(10,198,052)		(10,197,543)
Increase in redemption value of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(210,274)		(210,274)
Net income	—		—	—		—		—		2,665,413		2,665,413
Balance - June 30, 2022 (Unaudited)	—	$	—	5,094,975	$	509	$	—	$	(7,742,913)	$	(7,742,404)

FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND FOR THE PERIOD JANUARY 29, 2021 (INCEPTION) THROUGH JUNE 30, 2021


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 29, 2021 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of Class B ordinary shares to Sponsor	—		—	5,750,000		575		24,425		—		25,000
Excess cash received over the fair value of the private placement warrants	—		—	—		—		373,330		—		373,330
Remeasurement of Class A ordinary shares subject to possible redemption	—		—	—		—		(397,755)		(18,044,425)		(18,442,180)
Net loss	—		—	—		—		—		(440,555)		(440,555)
Balance - March 31, 2021 (Unaudited)	—	$	—	5,750,000	$	575	$	—	$	(18,484,980)	$	(18,484,405)
Forfeiture of Class B ordinary shares	—		—	(655,025)		(66)		66		—		—
Subsequent measurement of Class A ordinary shares subject to possible redemption against additional paid-in capital	—		—	—		—		(66)		66		—
Net loss	—		—	—		—		—		(327,291)		(327,291)
Balance — June 30, 2021 (Unaudited)	—	$	—	5,094,975	$	509	$	—	$	(18,812,205)	$	(18,811,696)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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CORAZON CAPITAL V838 MONOCEROS CORP

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


			For The Period From
	For The Six Months		January 29, 2021 (Inception)
	Ended June 30, 2022		Through June 30, 2021
Cash Flows from Operating Activities:
Net income (loss)	$	6,316,541	$	(767,846)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares		—		25,000
Change in fair value of derivative warrant liabilities		(6,672,180)		5,400
Financing costs - derivative warrant liabilities		—		428,090
Net gain from investments held in Trust Account		(295,741)		(7,605)
Changes in operating assets and liabilities:
Prepaid expenses		82,418		(607,726)
Accounts payable		(7,958)		6,500

SEC Form 10-Q filed by Corazon Capital V838 Monoceros Corp