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, 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: 001-40494

DILA CAPITAL ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

86-1396422

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1395 Brickell Ave., Ste. 950

Miami, FL 33131

(Address of principal executive offices)

(786) 785-1715

(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 Warrant	DILAU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	DILA	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	DILAW	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 9, 2022, there were 6,121,980 shares of Class A common stock, $0.0001 par value and 1,457,495 shares of Class B common stock, $0.0001 par value, issued and outstanding.


		Page
Part I. Financial Information		1
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021 (audited)	1
	Condensed Statements of Operations for the three months ended March 31, 2022 and for the three months ended March 31, 2021 (Unaudited)	2
	Condensed Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2022 and for the three months ended March 31, 2021 (Unaudited)	3
	Condensed Statements of Cash Flows for the three months ended March 31, 2022 and for the three months ended March 31, 2021 (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	21
Item 4.	Controls and Procedures	21
Part II – Other Information		23
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	25
Part I. Signatures		26


	March 31, 2022		December 31, 2021
	(Unaudited)		(audited)
ASSETS
Current Assets:
Cash	$	313,514	$	434,638
Prepaid expenses and other current assets		243,267		284,988
Total Current Assets		556,781		719,626

Prepaid Insurance – Long Term		32,813		—
Marketable securities held in Trust Account		58,299,345		58,315,099
TOTAL ASSETS	$	58,888,939	$	59,034,725

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	396,090	$	295,878
Accrued offering costs		—		5,000
Total Liabilities		396,090		300,878

Commitments

Class A common stock subject to possible redemption, 5,829,980 shares at redemption value as of March 31, 2022 and December 31, 2021		58,299,800		58,299,800

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; 200,000,000 shares authorized; 292,000 shares issued and outstanding (excluding 5,829,980 shares subject to redemption) as of March 31, 2022 and December 31, 2021		29		29
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 1,457,495 shares issued and outstanding as of March 31, 2022 and December 31, 2021		146		146
Additional paid-in capital		1,013,066		1,013,066
Accumulated deficit		(820,192)		(579,194)
Total Stockholders’ Equity		193,049		434,047
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	58,888,939	$	59,034,725


	Three Months Ended		Three months ended
	March 31,		March 31,
	2022		2021
Operating and formation costs	$	225,254	$	488
Loss from operations		(225,254)		(488)

Other income (expense):
Interest earned on operating account		10		—
Interest earned on marketable securities held in Trust Account		19,411		—
Unrealized loss on marketable securities held in Trust Account		(35,165)		—
Other expense, net		(15,744)		—

Net loss	$	(240,998)	$	(488)

Weighted average shares outstanding of Class A common stock		6,121,980		—
Basic and diluted net loss per share, Class A	$	(0.03)	$	—

Weighted average shares outstanding of Class B common stock		1,457,495		1,375,000
Basic and diluted net loss per share, Class B	$	(0.03)	$	(0.00)


	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	—	$	—	—	$	—	$	—	$	—	$	—

Issuance of Class B common stock to Sponsor	—		—	1,581,250		158		24,842		—		25,000

Net loss	—		—	—		—		—		(488)		(488)

Balance – March 31, 2021	—	$	—	1,581,250	$	158	$	24,842	$	(488)	$	24,512


Gross proceeds	$	58,299,800
Less:
Class A common stock issuance costs		(1,657,311)
Initial value of Unit Purchase Option		(411,896)
Proceeds allocated to Public Warrants		(6,327,527)
Plus:
Accretion of carrying value to redemption value		8,396,734
Class A common stock subject to possible redemption	$	58,299,800


		March 31,		December 31,
Description	Level	2022		2021
Assets:
Marketable securities held in Trust Account	1	$	58,299,345	$	58,315,099



No.		Description of Exhibit
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
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

	DILA CAPITAL ACQUISITION CORP.

Date: May 9, 2022	By:	/s/ Eduardo Clave
	Name:	Eduardo Clave
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: May 9, 2022	By:	/s/ Jorge Velez
	Name:	Jorge Velez
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by DILA Capital Acquisition Corp.