UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ 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

Commission File Number: 001-40810

Endurance Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)


Cayman Islands		98-1599901
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
630 Fifth Avenue, 20th Floor New York, NY		10111

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (646) 585-8975

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Ticker Symbol	Name Of Each Exchange On Which Registered
Units, each consisting of one Class A Ordinary Share and one-half of one Warrant	EDNCU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	EDNC	The Nasdaq Stock Market LLC
Warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share	EDNCW	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 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 May 13, 2022, the registrant had 20,000,000 Class A Ordinary Shares, par value $0.0001 per share, and 5,000,000 Class B Ordinary Shares, par value $0.0001, issued and outstanding.

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	2
	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021 (Audited)	2
	Condensed Statement of Operations for the three months ended March 31, 2022 (Unaudited)	3
	Condensed Statement of Changes in Shareholders’ Deficit for the three months ended March 31, 2022 (Unaudited)	4
	Condensed Statement of Cash Flows for the three months ended March 31, 2022 (Unaudited)	5
	Notes to Condensed Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	29
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	31
Signatures		32


	March 31, 2022		December 31, 2021
	(Unaudited)		(Audited)
Assets:
Current assets:
Cash	$	212,259	$	510,165
Prepaid expenses		850,806		635,952
Total current assets		1,063,065		1,146,117
Prepaid expenses, non-current		—		443,363
Investments held in Trust Account		201,023,297		201,007,683
Total assets	$	202,086,362	$	202,597,163

Liabilities and Shareholders’ Deficit
Current liabilities:
Accrued expenses	$	2,868,410	$	1,566,013
Total current liabilities		2,868,410		1,566,013
Warrant liabilities		4,414,441		9,340,468
Deferred underwriting commissions		9,000,000		9,000,000
Total liabilities		16,282,851		19,906,481

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value of $10.05 as of March 31, 2022 and December 31, 2021		201,023,297		201,007,683

Shareholders’ Deficit
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding (exclude 20,000,000 shares subject to possible redemption) as of March 31, 2022 and December 31, 2021		—		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021		500		500
Additional paid-in capital		—		—
Accumulated deficit		(15,220,286)		(18,317,501)
Total shareholders’ deficit		(15,219,786)		(18,317,001)
Total Liabilities and Shareholders’ Deficit	$	202,086,362	$	202,597,163


Operating costs	$	1,828,812
Loss from operations		(1,828,812)

Other income
Change in fair value of warrant liabilities		4,926,027
Interest income		15,614
Total other income, net		4,941,641

Net income	$	3,112,829

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		20,000,000
Basic and diluted net income, Class A ordinary shares subject to possible redemption	$	0.12
Basic and diluted weighted average shares outstanding, Class B ordinary shares		5,000,000
Basic and diluted net income, Class B ordinary shares	$	0.12


	Class A			Class B			Additional				Stockholders’
	Ordinary Share			Ordinary Share			Paid-in		Accumulated		Equity
	Shares	Amount		Shares	Amount		Capital		Deficit		(Deficit)
Balance as of December 31, 2021	—	$	—	5,000,000	$	500	$	—	$	(18,317,501)	$	(18,317,001)
Subsequent measurement of Class A ordinary shares subject to redemption	—		—	—		—		—		(15,614)		(15,614)
Net income	—		—	—		—		—		3,112,829		3,112,829
Balance – March 31, 2022	—	$	—	5,000,000	$	500	$	—	$	(15,220,286)	$	(15,219,786)


Cash flows from operating activities:
Net income	$	3,112,829
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account		(15,614)
Change in fair value of warrant liabilities		(4,926,027)
Changes in operating assets and liabilities:
Prepaid assets		228,509
Accrued expenses		1,302,397
Net cash used in operating activities		(297,906)
Net change in cash		(297,906)
Cash, beginning of the period		510,165
Cash, end of the period	$	212,259

Supplemental disclosure of non-cash investing and financing activities
Remeasurement of Class A ordinary shares subject to possible redemption	$	15,614


	For the Three Months Ended
	March 31, 2022
	Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	2,490,263	$	622,566

Denominator:
Basic and diluted weighted-average shares outstanding		20,000,000		5,000,000
Basic and diluted net income per share	$	0.12	$	0.12


Gross proceeds from IPO	$	201,000,000
Less:
Proceeds allocated to Public Warrants		(7,553,065)
Ordinary shares issuance costs		(22,351,806)
Plus:
Remeasurement of carrying value to redemption value		29,904,871
Interest income		7,683
Contingently redeemable ordinary shares as of December 31, 2021	$	201,007,683
Plus:
Interest income		15,614
Contingently redeemable ordinary shares as of March 31, 2022	$	201,023,297


			Quoted Prices In		Significant Other		Significant Other
			Active Markets		Observable Inputs		Unobservable Inputs
	March 31, 2022		(Level 1)		(Level 2)		(Level 3)
Assets:
Marketable securities held in Trust Account	$	201,023,297	$	201,023,297	$	—	$	—
	$	201,023,297	$	201,023,297	$	—	$	—
Liabilities:
Warrant liabilities – Public Warrants	$	2,500,000	$	2,500,000	$	—	$	—
Warrant liabilities – Private Placement Warrants		1,914,441		—		1,914,441		—
	$	4,414,441	$	2,500,000	$	1,914,441	$	—


Input	March 31, 2022			December 31, 2021
Exercise price	$	—		$	11.50
Unit price	$	—		$	9.78
Volatility		—	%		9.6	%
Expected term of the warrants		—			6.07 years
Risk-free rate		—	%		1.36	%
Dividend yield		—			0



	Private Placement		Public		Total Warrant
	Warrants		Warrants		Liabilities
Fair value as of January 1, 2022	$	4,046,468	$	—	$	4,046,468
Change in fair value of warrant liabilities		(2,132,027)		—		(2,132,027)
Transfer from level 3 to level 2		(1,914,441)		—		(1,914,441)
Fair value as of March 31, 2022	$	—	$	—	$	—

Exhibit Number		Description
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Chief 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 Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Condensed Balance Sheet; (ii) Condensed Statements of Operations; (iii) Condensed Statements of Changes in Shareholders’ Equity; (iv) Condensed Statement of Cash Flows; and (v) Notes to Interim Condensed Financial Statements

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	Endurance Acquisition Corp.

Date: May 13, 2022	By:	/s/ Richard C. Davis
		Richard C. Davis
		Chief Executive Officer
		(principal executive officer)

Date: May 13, 2022	By:	/s/ Romeo A. Reyes
		Romeo A. Reyes
		Chief Financial Officer
		(principal financial and accounting officer)

SEC Form 10-Q filed by Endurance Acquisition Corp.