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 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 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 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 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 11, 2021, there were 28,750,000 shares of Class A common stock, $0.0001 par value, and 7,187,500 shares of Class B common stock, $0.0001 par value, issued and outstanding.

		Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020		1
Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2021		2
Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2021		3
Unaudited Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2021		4
Notes to 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
Item 1. Legal Proceedings		24
Item 1A. Risk Factors		24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 3. Defaults Upon Senior Securities		24
Item 4. Mine Safety Disclosures		24
Item 5. Other Information		24
Item 6. Exhibits		25
Signatures		26


	September 30, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current assets
Cash	$	280,246	$	—
Prepaid Expenses		640,340		—
Total Current Assets		920,586		—

Deferred offering costs		—		43,332
Investments held in Trust Account		287,509,969		—
TOTAL ASSETS	$	288,430,555	$	43,332

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Accrued expenses	$	1,316,373	$	—
Promissory note - related party		—		19,102
Total Current Liabilities		1,316,373		19,102
Deferred underwriting fee payable		10,062,500		—
Warrant Liabilities		9,587,500		—
Total Liabilities		20,966,373		19,102

Commitments and Contingencies

Class A common stock subject to possible redemption 28,750,000 and no shares at a redemption value of $10.00 per share at September 30, 2021 and December 31, 2020		287,500,000		—

Stockholders’ (Deficit) Equity
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		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding at September 30, 2021 and December 31, 2020 ⁽¹⁾		719		719
Additional paid-in capital		—		24,281
Accumulated deficit		(20,036,537)		(770)
Total Stockholders’ (Deficit) Equity		(20,035,818)		24,230
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	288,430,555	$	43,332


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2021		2021
General and administrative expenses	$	315,791	$	1,989,533
Loss from operations		(315,791)		(1,989,533)

Other income (expense):
Interest earned on investments held in Trust Account		4,416		9,969
Transaction costs incurred in connection with warrant liabilities		—		(472,097)
Change in fair value of warrant liabilities		3,739,167		3,149,166
Total other income, net		3,743,583		2,687,038

Net income	$	3,427,792	$	697,505

Weighted average shares outstanding, Class A common stock		28,750,000		27,835,478

Basic and diluted net income per share, Class A common stock	$	0.10	$	0.02

Basic weighted average shares outstanding, Class B common stock		7,187,500		6,935,892

Basic net income per share, Class B common stock	$	0.10	$	0.02

Diluted weighted average shares outstanding, Class B common stock		7,187,500		7,187,500

Diluted net income per share, Class B common stock	$	0.10	$	0.02


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance — January 1, 2021	—	$	—	7,187,500	$	719	$	24,281	$	(770)	$	24,230

Excess cash received over fair value of private warrants	—		—	—		—		3,255,000		—		3,255,000

Accretion for Class A Common stocks subject to redemption	—		—	—		—		(3,279,281)		(20,733,272)		(24,012,553)

Net income	—		—	—		—		—		1,448,608		1,448,608

Balance — March 31, 2021 (unaudited)	—	$	—	7,187,500	$	719		—		(19,285,434)		(19,284,715)

Net loss	—		—	—		—		—		(4,178,895)		(4,178,895)

Balance – June 30, 2021 (unaudited)	—	$	—	7,187,500	$	719	$	—	$	(23,464,329)	$	(23,463,610)

Net income	—		—	—		—		—		3,427,792		3,427,792

Balance – September 30, 2021 (unaudited)	—	$	—	7,187,500	$	719	$	—	$	(20,036,537)	$	(20,035,818)


Cash Flows from Operating Activities:
Net income	$	697,505
Adjustments to reconcile net loss to net cash used in operating activities:
Operating Costs paid through promissory note		450
Interest earned on marketable securities held in Trust Account		(9,969)
Change in fair value of warrant liabilities		(3,149,166)
Transaction costs incurred allocated to warrant liabilities		472,097
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(640,340)
Accrued expenses		1,316,373
Net cash used in operating activities		(1,313,050)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(287,500,000)
Net cash used in investing activities		(287,500,000)

Cash Flows from Financing Activities:
Proceeds from sale of Units		281,750,000
Proceeds from sale of Private Placement Warrants		7,750,000
Repayment of promissory note — related party		(121,049)
Payment of offering costs		(285,655)
Net cash provided by financing activities		289,093,296

Net Change in Cash		280,246
Cash — Beginning of period		—
Cash — End of period	$	280,246

Non-Cash investing and financing activities:
Offering costs paid through promissory note	$	101,497
Deferred underwriting fee payable	$	10,062,500


	As Previously
Balance Sheet as of March 4, 2021 (audited)	Reported		Adjustment		As revised
Class A common stock subject to possible redemption	$	226,614,034	$	23,385,966	$	250,000,000
Class A common stock	$	234	$	(234)	$	—
Additional paid-in capital	$	5,415,835	$	(5,415,835)	$	—
Accumulated deficit	$	(416,786)	$	(17,969,897)	$	(18,386,683)
Total Stockholders’ Equity (Deficit)	$	5,000,002	$	(23,385,966)	$	(18,385,964)


Gross proceeds	$	287,500,000
Less:
Proceeds allocated to Public Warrants	$	(8,241,666)
Class A common stock issuance costs	$	(15,770,887)
Plus:
Accretion of carrying value to redemption value	$	24,012,553
Class A common stock subject to possible redemption	$	287,500,000


		September 30,
Description	Level	2021
Assets:
Investments held in Trust Account - U.S. Treasury Securities Money Market Fund	1	$	287,509,969

Liabilities:
Warrant Liability - Public Warrants	1

SEC Form 10-Q filed by DHB Capital Corp. common stock