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 September 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 No. 001-40694

CRYPTO 1 ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Cayman Islands

N/A

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1221 Brickell Avenue, Suite 900

Miami, Florida 33131

(Address of Principal Executive Offices, including zip code)

(Registrant’s telephone number, including area code) (305) 347-5140

N/A

(Former name, former address and former fiscal year, if changed since last report)

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, par value $0.0001 per share, and three-quarters of one Redeemable Warrant	DAOOU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share, included as part of the Units	DAOO	The Nasdaq Stock Market LLC
Redeemable Warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the Units	DAOOW	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 January 20, 2022 there were 23,000,000 shares of Class A ordinary shares, par value $0.0001 per share, and 5,750,000 shares of Class B ordinary shares, $0.0001 par value per share, issued and outstanding.


		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Interim Financial Statements (Unaudited)	1

	Condensed Balance Sheet as of September 30, 2021(Unaudited)	1

	Condensed Statements of Operations for the three months ended September 30, 2021, and for the period May 24, 2021 (inception) through September 30, 2021 (Unaudited)	2

	Condensed Statements of Changes in Shareholder’s Deficit for the three months ended September 30, 2021, and for the period May 24, 2021 (inception) through September 30, 2021 (Unaudited)	3

	Condensed Statement of Cash Flows for the period May 24, 2021 (inception) through September 30, 2021 (Unaudited)	4

	Notes to Condensed Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19

Item 4.	Control and Procedures	19

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3.	Defaults Upon Senior Securities	20

Item 4.	Mine Safety Disclosures	21

Item 5.	Other Information	21

Item 6.	Exhibits	22

SIGNATURES		23


ASSETS
CURRENT ASSETS
Prepaid expenses	$	75,747
Total current assets		75,747

OTHER ASSETS
Deferred offering costs		162,654
Total other assets		162,654

TOTAL ASSETS	$	238,401

LIABILITIES AND SHAREHOLDER’S DEFICIT

CURRENT LIABILITIES
Accrued offering costs	$	28,010
Notes payable - related party		157,725
Due to affiliates		66,688
Total current liabilities		252,423

TOTAL LIABILITIES	$	252,423

COMMITMENTS AND CONTINGENCIES (NOTE 6)

SHAREHOLDER’S DEFICIT
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—
Class A ordinary shares; $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding		—
Class B ordinary shares; $0.0001 par value; 20,000,000 shares authorized; 5,750,000 issued and outstanding (1)		575
Additional paid-in capital		24,425
Accumulated deficit		(39,022)

TOTAL SHAREHOLDER’S DEFICIT		(14,022)

TOTAL LIABILITIES AND SHAREHOLDER’S DEFICIT	$	238,401


			For the
			period
			May 24,
			2021
			(inception)
	Three months ended		through
	September 30,		September 30,
	2021		2021

EXPENSES
General and administrative expenses	$	9,436	$	39,022
Total expenses		9,436		39,022

NET LOSS	$	(9,436)	$	(39,022)

WEIGHTED AVERAGE CLASS B ORDINARY SHARES OUTSTANDING, BASIC AND DILUTED (1)		5,000,000		5,000,000

BASIC AND DILUTED NET LOSS PER CLASS B ORDINARY SHARE	$	(0.00)	$	(0.01)


	Ordinary shares			Additional				Total
	Class B			Paid-in		Accumulated		Shareholder’s
	Shares	Amount		capital		deficit		deficit
Balance, May 24, 2021 (inception)	—	$	—	$	—	$	—	$	—

Issuance of Class B ordinary shares to Sponsor (1)	5,750,000		575		24,425		—		25,000

Net loss	—		—		—		(29,586)		(29,586)

Balance, June 30, 2021 (unaudited)	5,750,000		575	$	24,425	$	(29,586)	$	(4,586)

Net loss	—		—		—		(9,436)		(9,436)

Balance, September 30, 2021 (unaudited)	5,750,000	$	575	$	24,425	$	(39,022)	$	(14,022)


CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(39,022)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by affiliate		39,022
Net cash used in operating activities		—

NET CHANGE IN CASH		—

CASH, BEGINNING OF PERIOD		—

CASH, END OF PERIOD	$	—

Supplemental disclosure of noncash activities:
Payment of deferred offering costs and prepaid expenses by note payable - related party	$	157,725
Deferred offering costs paid directly by affiliates	$	11,919
Prepaid expenses paid directly by affiliates	$	35,000
Deferred offering costs included in accrued offering costs	$	28,010
Payment of prepaid expenses by the Sponsor in exchange for the issuance of Class B ordinary shares	$	25,000



No.			Description of Exhibit
1.1			Underwriting Agreement, dated December 6, 2021 by and between the Company and B. Riley Securities, Inc., as representative of the several underwriters.(1)
4.1			Warrant Agreement, dated December 6, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (1)
10.1			Letter Agreement, dated December 6, 2021, by and between the Company and the Sponsor. (1)
10.2			Letter Agreement, dated December 6, 2021, by and among the Company and each director, director nominee and executive officer of the Company. (1)
10.3			Investment Management Trust Agreement, dated December 6, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (1)
10.4			Registration Rights Agreement, dated December 6, 2021, by and between the Company, the Sponsor, and certain other security holders of the Company. (1)
10.5			Private Placement Warrants Purchase Agreement, dated December 6, 2021, by and between the Company and the Sponsor. (1)
10.6			Indemnity Agreements, dated December 6, 2021, by and among the Company and each of the directors and officers of the Company. (1)
10.7			Administrative Support Agreement, dated December 6, 2021, by and between the Company and the Sponsor. (1)
31.1*			Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*			Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*			Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*			Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)


	CRYPTO 1 ACQUISITION CORP

Date: January 20, 2022	By:	/s/ Michael (Xu) Zhao
	Name:	Michael (Xu) Zhao
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

Date January 20, 2022	By:	/s/ David Hytha
	Name:	David Hytha
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Crypto 1 Acquisition Corp