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 March 31, 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)

(646) 450-5664

(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 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

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 May 21, 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		1
Condensed Statement of Operations (Unaudited)		2
Condensed Statement of Changes in Stockholders’ Equity (Unaudited)		3
Condensed Statement of Cash Flows (Unaudited)		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		25
Item 3. Defaults Upon Senior Securities		26
Item 4. Mine Safety Disclosures		26
Item 5. Other Information		26
Item 6. Exhibits		27
Part III. Signatures		28


	March 31, 2021		December 31, 2020
	(unaudited)
ASSETS
Current assets
Cash	$	667,789	$	—
Prepaid Expenses		883,510		—
Total Current Assets		1,551,299		—

Deferred offering costs		—		43,332
Cash and marketable securities held in Trust Account		287,501,184		—
TOTAL ASSETS	$	289,052,483	$	43,332

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	154,698	$	—
Promissory note - related party		—		19,102
Total Current Liabilities		154,698		19,102
Deferred underwriting fee payable		10,062,500		—
Warrant Liability		10,620,000		—
Total Liabilities		20,837,198		19,102

Commitments and Contingencies

Class A common stock subject to possible redemption, 26,321,528 shares at a redemption value of $10.00 per share at March 31, 2021		263,215,284		—

Stockholders’ 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; 2,428,472 and no shares issued and outstanding (excluding 26,321,528 and no shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively		243		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively ⁽¹⁾		719		719
Additional paid-in capital		3,551,201		24,281
Retained earnings/(Accumulated deficit)		1,447,838		(770)
Total Stockholders’ Equity		5,000,001		24,230
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	289,052,483	$	43,332


Operating and formation costs	$	197,145
Loss from operations		(197,145)

Other income (expense):
Change in fair value of warrant liability		2,116,666
Interest earned on marketable securities held in Trust Account		1,184
Transaction Costs allocated to warrant liabilities		(472,097)
		1,635,753

Net income	$	1,448,608

Weighted average shares outstanding, Class A redeemable common stock		27,142,857
Basic and diluted net income per share, Class A redeemable common stock	$	0.00

Weighted average shares outstanding, Class B non-redeemable common stock		6,416,667
Basic and diluted net income per share, Class B non-redeemable common stock	$	0.23


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

Sale of 25,000,000 Units, net of underwriting discounts, offering costs related to Class A common stock and initial fair value of Public Warrants	28,750,000		2,875	—		—		263,484,572		—		263,487,447

Sale of 5,166,667 Private Placement Warrants (proceeds received in excess of fair value)	—		—	—		—		3,255,000		—		3,255,000

Common stock subject to possible redemption	(26,321,528)		(2,632)	—		—		(263,212,652)		—		(263,215,284)

Net loss	—		—	—		—		—		1,448,608		1,448,608

Balance — March 31, 2021	2,428,472	$	243	7,187,500	$	719	$	3,551,201	$	1,447,838	$	5,000,001


Cash Flows from Operating Activities:
Net income	$	1,448,608
Adjustments to reconcile net income to net cash used in operating activities:
Operating Costs paid through promissory note		450
Interest earned on marketable securities held in Trust Account		(1,184)
Change in fair value of warrant liabilities		(2,116,666)
Transaction costs incurred allocated to warrant liabilities		472,097
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(883,510)
Accrued expenses		154,698
Net cash used in operating activities		(925,507)

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, net of underwriting discounts paid		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		667,789
Cash — Beginning of period		—
Cash — End of period	$	667,789

Non-Cash investing and financing activities:
Offering costs paid through promissory note	$	101,497
Initial classification of Class A common stock subject to possible redemption	$	261,291,534
Change in value of Class A common stock subject to possible redemption	$	1,923,756
Deferred underwriting fee payable	$	10,062,500


	Three Months
	Ended
	March 31,
	2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	1,184
Franchise Tax		(1,184)
Net income attributable to Class A common stockholders	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		27,142,857
Basic and diluted net income per share, Class A redeemable common stock	$	0.00

Non-Redeemable Class B Common Stock
Numerator: Net Income minus Redeemable Net Income
Net Income	$	1,448,608
Redeemable Net Income		—
Non-Redeemable Net Income	$	1,448,608
Denominator: Weighted Average Non-Redeemable B Common Stock
Non-Redeemable B Common Stock, Basic and Diluted		6,416,667
Basic and diluted net income per share, Class B non-redeemable common stock	$	0.23


	As
	Previously		As
	Reported		Restatement		Restated
Balance sheet as of March 4, 2021 (audited)
Warrant Liability	$	—	$	12,736,667	$	12,736,667
Class A Common Stock Subject to Possible Redemption		274,028,200		(12,736,667)		261,291,534
Class A Common Stock		135		127		262
Additional Paid-in Capital		5,002,962		471,970		5,747,932
Accumulated Deficit		(3,814)		(472,097)		(475,911)


		March 31,
Description	Level	2021
Assets:
Investments held in Trust Account - U.S. Treasury Securities Money Market Fund	1	$	287,501,184

Liabilities:
Warrant Liability - Public Warrants	3		6,900,000
Warrant Liability - Private Placement Warrants	3		3,720,000


	Private				Warrant
	Placement		Public		Liabilities

Fair value as of January 1, 2021	$	—	$	—	$	—
Initial measurement on March 4, 2021 (including over-allotment)		4,495,001		8,241,666		12,736,667
Change in fair value of warrants	$	(775,001)	$	(1,341,666)	$	(2,116,667)
Fair value as of March 31, 2021	$	3,720,000	$	6,900,000	$	10,620,000


No.		Description of Exhibit
1.1		Underwriting Agreement, dated March 1, 2021, by and among the Company, BofA Securities, Inc., and RBC Capital Markets, LLC, as representatives of the several underwriters. (1)
3.1		Amended and Restated Certificate of Incorporation. (1)
4.1		Warrant Agreement, dated March 1, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (1)
10.1		Letter Agreement, dated March 1, 2021, by and among the Company, the Sponsor and its officers and directors. (1)
10.2		Investment Management Trust Agreement, dated March 1, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (1)
10.3		Registration Rights Agreement, dated March 1, 2021, by and between the Company and the Sponsor. (1)
10.4		Administrative Support Agreement, dated March 1, 2021, by and between the Company and the Sponsor. (1)
10.5		Private Placement Warrants Purchase Agreement, dated March 1, 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 and Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

	DHB CAPITAL CORP.

Date: May 24, 2021	By:	/s/ Alex Binderow
	Name:	Alex Binderow
	Title:	Chief Executive Officer and President
		(Principal Executive Officer)

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