UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period 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 __________

EMERGING MARKETS HORIZON CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41136		98-1607027
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

8th Floor, Berkeley Square House Berkeley Square London, United Kingdom		W1J 6DB
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +44 20 7647 9100
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant to acquire one Class A ordinary share	HORIU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	HORI	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	HORIW	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, 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 October 7, 2022, 28,750,000 Class A ordinary shares, par value $0.0001 per share, and 7,187,500 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

EMERGING MARKETS HORIZON CORP.

Form 10-Q

For the Quarter Ended March 31, 2022

TABLE OF CONTENTS

			Page
PART I – FINANCIAL INFORMATION
Item 1.		Condensed Financial Statements
	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021		1
	Condensed Statement of Operations for the Three Months ended March 31, 2022 (Unaudited)		2
	Condensed Statement of Changes in Shareholders’ Deficit for the Three Months ended March 31, 2022 (Unaudited)		3
	Condensed Statement of Cash Flows for the Three Months ended March 31, 2022 (Unaudited)		4
		Notes to Condensed Financial Statements (Unaudited)	5
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.		Controls and Procedures	23
PART II – OTHER INFORMATION			24
Item 1.		Legal Proceedings	24
Item 1A.		Risk Factors	24
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	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

	March 31, 2022			December 31, 2021
	(unaudited)
ASSETS
Current Assets
Cash	$	374,779		$	503,187
Other receivables		—			12,500
Prepaid expenses - current		620,872			584,866
Total Current Assets		995,651			1,100,553
Investments held in Trust Account		293,278,042			293,251,371
Prepaid expenses - non-current		—			116,668
Total Assets	$	294,273,693		$	294,468,592

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	507,131		$	133,563
Due to related party		15,000			—
Total Current Liabilities		522,131			133,563

Warrant liabilities		3,740,000			13,881,250
Deferred underwriting commissions payable		10,062,500			10,062,500
Total Liabilities		14,324,631			24,077,313

Commitments and Contingencies
Class A ordinary shares, $0.0001 par value, subject to possible redemption; 28,750,000 shares (at a redemption value of $10.20 per share) at March 31, 2022 and December 31,2021		293,278,042			293,251,371

Shareholders’ Deficit
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at March 31, 2022 and December 31, 2021		—			—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; none issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at March 31, 2022 and December 31, 2021		—			—
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 7,187,500 shares issued and outstanding at March 31, 2022 and December 31, 2021		719			719
Accumulated deficit		(13,329,699	)		(22,860,811	)
Total Shareholders’ Deficit		(13,328,980	)		(22,860,092	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	294,273,693		$	294,468,592

Formation and operating costs	$	610,138
Loss from operations		(610,138	)

Other income:
Change in fair value of warrant liabilities		10,141,250
Income earned on investments held in Trust Account		26,671
Total other income, net		10,167,921
Net Income	$	9,557,783

Weighted average Class A redeemable shares outstanding, basic and diluted		28,750,000
Basic and diluted net income per Class A redeemable share outstanding	$	0.27
Weighted average Class B non-redeemable shares outstanding, basic and diluted		7,187,500
Basic and diluted net income per Class B non-redeemable share outstanding	$	0.27

	Class B Ordinary Shares				Additional Paid in Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Shares		Amount
Balance – December 31, 2021		7,187,500	$	719	$	—	$	(22,860,811	)	$	(22,860,092	)
Remeasurement adjustment on Class A ordinary shares subject to possible redemption		—		—		—		(26,671	)		(26,671	)
Net income		—		—		—		9,557,783			9,557,783
Balance – March 31, 2022		7,187,500	$	719	$	—	$	(13,329,699	)	$	(13,328,980	)

Cash flows from Operating Activities:
Net income	$	9,557,783
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities		(10,141,250	)
Income earned on investments held in Trust Account		(26,671	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		93,162
Accounts payable and accrued expenses		373,568
Due to related party		15,000
Net cash used in operating activities		(128,408	)

Net Change in Cash	$	(128,408	)
Cash – Beginning of period		503,187
Cash – End of period	$	374,779
Supplemental Disclosures of Noncash Financing Activities
Remeasurement adjustment on Class A ordinary shares subject to possible redemption	$	26,671

Class A ordinary shares subject to possible redemption at May 6, 2021 (inception)	$	—
Gross proceeds from the sale of Class A ordinary shares in IPO		287,500,000
Less:
Fair value of Public Warrants at issuance		(17,968,750	)
Issuance costs on Class A ordinary shares		(15,591,299	)
Plus:
Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value		39,311,420
Class A ordinary shares subject to possible redemption at December 31, 2021		293,251,371
Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value		26,671
Class A ordinary shares subject to possible redemption at March 31, 2022	$	293,278,042

Common shares subject to possible redemption
Numerator: Net income allocable to common shares subject to possible redemption	$	7,646,226

Denominator: Weighted average Class A redeemable common shares
Weighted average Class A redeemable common shares outstanding, basic and diluted		28,750,000
Basic and diluted net income per share, Class A redeemable common stock	$	0.27

Non-Redeemable Common Stock
Numerator: Net income minus redeemable net earnings
Net income	$	9,557,783
Less: redeemable net income		(7,646,226	)
Non-redeemable net income	$	1,911,557
Denominator: Weighted average Class B non-redeemable common shares
Weighted average Class B non-redeemable common shares outstanding, basic and diluted		7,187,500
Basic and diluted net income per share, Class B non-redeemable common stock	$	0.27

At March 31, 2022	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account	$	293,278,042	$	—	$	—

Liabilities:
Public Warrants	$	2,300,000	$	—	$	—
Private Placement Warrants		—		—		1,440,000
Total warrant liabilities	$	2,300,000	$	—	$	1,440,000

At December 31, 2021	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account	$	293,251,371	$	—	$	—

Liabilities:
Public Warrants	$	—	$	—	$	8,481,250
Private Placement Warrants		—		—		5,400,000
Total warrant liabilities	$	—	$	—	$	13,881,250

	Private Placement Warrants
Exercise price	$	11.50
Share price	$	9.86
Volatility		3.6	%
Expected term (years)		4.8
Risk-free rate		2.41	%
Dividend yield		—	%

	Public Warrants			Private Placement Warrants

Warrant liabilities at December 31, 2021	$	8,481,250		$	5,400,000
Transfer out to Level 1		(8,481,250	)		—
Change in fair value of warrant liabilities		—			(3,960,000	)
Warrant liabilities at March 31, 2022	$	—		$	1,440,000

Exhibit No.		Description
31.1		Certification of the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) or Rule 15d-14(a).*
31.2		Certification of the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) or Rule 15d-14(a).*
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS		Inline XBRL Instance 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 Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	EMERGING MARKETS HORIZON CORP.

Date: October 7, 2022	/s/ Jonathan Neill
	Name: Jonathan Neill
	Title: Interim Chief Executive Officer and Director
	(Principal Executive Officer)

Date: October 7, 2022	/s/ Christopher Edwards
	Name: Christopher Edwards
	Title: Interim Chief Financial Officer and Director
	(Principal Financial Officer)

SEC Form 10-Q filed by Emerging Markets Horizon Corp.