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: 001-39857

EMPOWERMENT & INCLUSION CAPITAL I CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

13-4055608

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

340 Madison Avenue

New York, NY 10173

(Address of principal executive offices)

(212) 468-8655

(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-half of one redeemable warrant	EPWR.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	EPWR	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	EPWR WS	New York Stock Exchange

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 13, 2022, there were 27,600,000 shares of Class A common stock subject to possible redemption, $0.0001 par value per share, and 6,900,000 shares of Class B common stock, $0.0001 par value per share, issued and outstanding.

	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021	1
Condensed Statements of Operations for the three months ended March 31, 2022 and 2021 (unaudited)	2
Condensed Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2022 and 2021 (unaudited)	3
Condensed Statements of Cash Flows for the three months ended March 31, 2022 and 2021 (unaudited)	4
Notes to Condensed Financial Statements (unaudited)	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	26
Item 4. Controls and Procedures	26
Part II. Other Information
Item 1. Legal Proceedings	28
Item 1A. Risk Factors	28
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
Part III. Signatures	30


	March 31, 2022		December 31, 2021
	(Unaudited)
ASSETS
Current assets
Cash	$	250,483	$	98,035
Prepaid expenses		407,436		532,138
Total current assets		657,919		630,173

Investments held in Trust Account		276,051,303		276,026,697
TOTAL ASSETS	$	276,709,222	$	276,656,870

LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	244,054	$	473,362
Total current liabilities		244,054		473,362

Working Capital Promissory Notes		190,000		169,000
Deferred underwriting fee payable		9,660,000		9,660,000
Warrant liabilities		4,050,800		10,660,000
Total liabilities		14,144,854		20,962,362

Commitments and contingencies

Class A common stock subject to possible redemption 27,600,000 shares at $10.00 per share at March 31, 2022, and December 31, 2021		276,000,000		276,000,000

Stockholders’ deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding at March 31, 2022, and December 31, 2021		690		690
Stock subscription receivable from stockholders		(5,000)		(5,000)
Additional paid-in capital		—		—
Accumulated deficit		(13,431,322)		(20,301,182)
Total stockholders’ deficit		(13,435,632)		(20,305,492)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	$	276,709,222	$	276,656,870


	Three Months Ended
	March 31,
	2022		2021
Operating and formation costs	$	367,946	$	337,047
Loss from operations		(367,946)		(337,047)

Other income (expense):
Interest earned on investments held in Trust Account		24,606		5,898
Transaction costs attributable to Warrant liabilities		—		(633,329)
Change in fair value of Warrant liabilities		6,609,200		3,600,400
Change in fair value of Working Capital Promissory Notes		604,000		—
Total other income, net		7,237,806		2,972,969

Net income	$	6,869,860	$	2,635,922

Basic and diluted weighted average shares outstanding of Class A common stock		27,600,000		23,960,440
Basic and diluted net income per share, Class A common stock	$	0.20	$	0.09

Basic and diluted weighted average shares outstanding of Class B common stock		6,900,000		6,781,319
Basic and diluted net income per share, Class B common stock	$	0.20	$	0.09


				Stock
				Subscription
	Class B			Receivable		Additional				Total
	Common Stock			from		Paid-in		Accumulated		Stockholders’
	Shares	Amount		Stockholder		Capital		Deficit		Equity(Deficit)
Balance — January 1, 2021	6,900,000	$	690	$	(5,000)	$	24,310	$	(3,936)	$	16,064


Accretion of Class A common stock subject to redemption	—		—		—		(1,904,310)		(24,128,547)		(26,032,857)

Sale of 7,520,000 Private Placement Warrants	—		—		—		1,880,000		—		1,880,000

Net income	—		—		—		—		2,635,922		2,635,922

Balance – March 31, 2021	6,900,000	$	690	$	(5,000)	$	—	$	(21,496,561)	$	(21,500,871)


Gross proceeds	$	276,000,000
Less:
Class A common stock issuance costs		(15,705,459)
Plus:
Accretion of carrying value to redemption value		15,705,459

Class A common stock subject to possible redemption	$	276,000,000

SEC Form 10-Q filed by Empowerment & Inclusion Capital I Corp.