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, 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 Number: 001-40126

DHB CAPITAL CORP.

(Exact name of registrant as specified in its charter)

Delaware

85-4335869

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

5 Brewster Street #2105

Glen Cove, NY

11542

(Address of principal executive offices)

(Zip Code)

(646) 450-5664

(Registrant’s telephone number, including area code)

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 share of Class A Common Stock and one-third of one Redeemable Warrant	DHBCU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	DHBC	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share	DHBCW	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 November 9, 2022, there were 28,750,000 shares of Class A common stock, par value $0.0001 per share, and 7,187,500 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

DHB CAPITAL CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022

TABLE OF CONTENTS¹

		Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021		1
Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021		2
Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2022 and 2021		3
Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021		4
Notes to Unaudited Condensed Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3. Quantitative and Qualitative Disclosures About Market Risk		25
Item 4. Controls and Procedures		25
Part II. Other Information
Item 1. Legal Proceedings		26
Item 1A. Risk Factors		26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		28
Item 3. Defaults Upon Senior Securities		28
Item 4. Mine Safety Disclosures		28
Item 5. Other Information		28
Item 6. Exhibits		29
Signatures		30

Table of Contents

GLOSSARY OF TERMS

Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to:

●

“ASC” are to the FASB (as defined below) Accounting Standards Codification;

●

“ASC 480” are to ASC Topic 480, “Distinguishing Liabilities from Equity”;

●

“ASC 740” are to ASC Topic 740, “Income Taxes”;

●

“ASC 815” are to ASC Topic 815, “Derivatives and Hedging”;

●

“ASC 815-40” are to ASC Topic 815-40, “Accounting for Convertible Debt Instruments”;

●

“ASU” are to the FASB Accounting Standards Update;

●

“board of directors,” “board” or “directors” are to the board of directors of the Company (as defined below);

●

“Business Combination” are to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;

●

“Certificate of Incorporation” are to the Amended and Restated Certificate of Incorporation of the Company;

●

“Class A common stock” are to the shares of Class A common stock of the Company, par value $0.0001 per share;

●

“Class B common stock” are to the shares of Class B common stock of the Company, par value $0.0001 per share;

●

“common stock” are to the Class A common stock and the Class B common stock;

●

“Combination Period” are to the 24 month period, from the closing of the Initial Public Offering (as defined below) to March 4, 2023, that the Company has to consummate a Business Combination;

●

“Company,” “our Company,” “we” or “us” are to DHB Capital Corp., a Delaware corporation;

●

“Conversion Warrants” are to warrants of the Company that will be issued upon conversion of all or a portion of unpaid principal of the Note (as defined below) at the election of the Sponsor, at a price of $1.50 per warrant;

●

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

●

“FASB” are to the Financial Accounting Standards Board;

●

“FINRA” are to the Financial Industry Regulatory Authority;

●

“Founder Shares” are to the shares of Class B common stock initially purchased by our Sponsor (as defined below) in the Private Placement (as defined below) and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our Business Combination as described herein (for the avoidance of doubt, such Class A common stock will not be “Public Shares” (as defined below);

●

“GAAP” are to the accounting principles generally accepted in the United States of America;

●

“Initial Public Offering” or “IPO” are to the initial public offering that was consummated by the Company on March 4, 2021;

●

“Initial Stockholders” are to holders of our Founder Shares prior to our Initial Public Offering;

●“Investment Company Act” are to the Investment Company Act of 1940, as amended;

Table of Contents

●“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

●

“Note” are to the promissory note issued by the Company to the Sponsor on February 14, 2022 in the principal amount of up to $1,500,000;

●

“Private Placement” are to the private placement of warrants that occurred simultaneously with the closing of our Initial Public Offering;

●

“Private Placement Warrants” are to the warrants issued to our Sponsor in the Private Placement;

●

“Public Shares” are to the shares of Class A common stock sold as part of the Units (as defined below) in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market);

●

“Public Stockholders” are to the holders of our Public Shares, including our Initial Stockholders and management team to the extent our Initial Stockholders and/or members of our management team purchase Public Shares, provided that each Initial Stockholder’s and member of our management team’s status as a “Public Stockholder” will only exist with respect to such Public Shares;

●

“Public Warrants” refer to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market);

●

“Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC (as defined below) on February 12, 2021, as amended, and declared effective on March 1, 2021 (File No. 333-253093);

●

“Report” are to this Quarterly Report on Form 10-Q for the quarter ended September 30, 2022;

●

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

●

“SEC” are to the U.S. Securities and Exchange Commission;

●

“Securities Act” are to the Securities Act of 1933, as amended;

●

“Sponsor” are to DHB Capital LLC, a Delaware limited liability company;

●

“Trust Account” are to the U.S.-based trust account in which an amount of $287,500,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed following the closing of the Initial Public Offering;

●

“Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-third of one Public Warrant;

●

“warrants” are to Public Warrants and Private Placement Warrants, together; and

●

“Working Capital Loans” are to funds that, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

DHB CAPITAL CORP.

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Current assets
Cash	$	107,114	$	197,153
Prepaid Expenses		205,799		525,223
Total Current Assets		312,913		722,376

Investments held in Trust Account		289,207,184		287,515,421
TOTAL ASSETS	$	289,520,097	$	288,237,797

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	936,396	$	1,450,371
Income tax payable		293,314		—
Promissory note - related party		1,450,000		—
Total Current Liabilities		2,679,710		1,450,371
Deferred underwriting fee payable		10,062,500		10,062,500
Warrant Liabilities		737,500		9,622,541
Total Liabilities		13,479,710		21,135,412

Commitments and Contingencies

Class A common stock subject to possible redemption 28,750,000 shares at a redemption value of $10.04 and $10.00 per share at September 30, 2022 and December 31, 2021, respectively		288,603,820		287,500,000

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 300,000,000 shares authorized; none issued and outstanding (excluding 28,750,000 shares subject to possible redemption)		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding at September 30, 2022 and December 31, 2021		719		719
Additional paid-in capital		—		—
Accumulated deficit		(12,564,152)		(20,398,334)
Total Stockholders’ Deficit		(12,563,433)		(20,397,615)
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT	$	289,520,097	$	288,237,797

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

Table of Contents

DHB CAPITAL CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
General and administrative expenses	$	273,468	$	315,791	$	1,385,488	$	1,989,533
Loss from operations		(273,468)		(315,791)		(1,385,488)		(1,989,533)

Other income (expense):
Interest earned on marketable securities held in Trust Account		1,299,948		4,416		1,731,763		9,969
Transaction costs incurred in connection with warrant liabilities		—		—		—		(472,097)
Change in fair value of warrant liabilities		1,022,250		3,739,167		8,885,041		3,149,166
Total other income, net		2,322,198		3,743,583		10,616,804		2,687,038

Income before provision for income taxes		2,048,730

SEC Form 10-Q filed by DHB Capital Corp.