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 June 30, 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 August 12, 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.

Table of Contents

ENDURANCE ACQUISITION CORP.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	2
	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021 (Audited)	2
	Condensed Statements of Operations for the three and six months ended June 30, 2022 and for the period from April 23, 2021 (inception) to June 30, 2021 (Unaudited)	3
	Condensed Statements of Changes in Shareholders’ (Deficit) Equity for the three and six months ended June 30, 2022 and for the period from April 23, 2021 (inception) to June 30, 2021 (Unaudited)	4
	Condensed Statements of Cash Flows for the six months ended June 30, 2022 and for the period from April 23, 2021 (inception) to June 30, 2021 (Unaudited)	5
	Notes to Condensed Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	30
Signatures		31

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ENDURANCE ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	June 30, 2022		December 31, 2021
	(Unaudited)		(Audited)
Assets:
Current assets:
Cash	$	49,254	$	510,165
Prepaid expenses		621,125		635,952
Total current assets		670,379		1,146,117
Prepaid expenses, non-current		—		443,363
Investments held in Trust Account		201,268,266		201,007,683
Total assets	$	201,938,645	$	202,597,163

Liabilities and Shareholders’ Deficit
Current liabilities:
Accrued expenses	$	3,766,307	$	1,566,013
Total current liabilities		3,766,307		1,566,013
Warrant liabilities		2,035,861		9,340,468
Deferred underwriting commissions		9,000,000		9,000,000
Total liabilities		14,802,168		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 June 30, 2022 and December 31, 2021		201,268,266		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 June 30, 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 June 30, 2022 and December 31, 2021		500		500
Additional paid-in capital		—		—
Accumulated deficit		(14,132,289)		(18,317,501)
Total shareholders’ deficit		(14,131,789)		(18,317,001)
Total Liabilities and Shareholders’ Deficit	$	201,938,645	$	202,597,163

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

ENDURANCE ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


					For the
					period from
	For the three		For the six		April 23, 2021
	months ended		months ended		(inception) through
	June 30,		June 30,		June 30,
	2022		2022		2021
Formation and operating costs	$	1,290,583	$	3,119,396	$	6,800
Loss from operations		(1,290,583)		(3,119,396)		(6,800)

Other income
Change in fair value of warrant liabilities		2,378,580		7,304,607		—
Interest income		244,969		260,583		—
Total other income		2,623,549		7,565,190		—

Net income (loss)	$	1,332,966	$	4,445,794	$	(6,800)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		20,000,000		20,000,000		—
Basic and diluted net income (loss), Class A ordinary shares subject to possible redemption	$	0.05	$	0.18	$	—
Basic and diluted, weighted average shares outstanding - Class B ordinary shares		5,000,000		5,000,000		5,000,000
Basic and diluted net income (loss), Class B ordinary shares	$	0.05	$	0.18	$	(0.00)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

ENDURANCE ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022


	Class A			Class B			Additional
	Ordinary Share			Ordinary Share			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance as of January 1, 2022	—	$	—	5,000,000	$	500	$	—	$	(18,317,501)	$	(18,317,001)

Accretion of Class A ordinary shares subject to possible 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)

Accretion of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(244,969)		(244,969)

Net income	—		—	—		—		—		1,332,966		1,332,966
Balance – June 30, 2022	—	$	—	5,000,000	$	500	$	—	$	(14,132,289)	$	(14,131,789)

FOR THE PERIOD FROM APRIL 23, 2021 (INCEPTION) TO JUNE 30, 2021


	Class A			Class B			Additional
	Ordinary Share			Ordinary Share			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance as of April 23, 2021 (Inception)	—	$	—	—	$	—	$	—	$	—	$	—

Class B ordinary shares issued to initial shareholder ⁽¹⁾	—		—	5,750,000	$	575	$	24,425	$	—	$	25,000

Net loss	—		—	—		—		—		(6,800)		(6,800)
Balance – June 30, 2021	—	$	—	5,750,000	$	575	$	24,425	$	(6,800)	$	18,200

(1)

Includes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

ENDURANCE ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


			For the
			period from
	For the six		April 23, 2021
	months ended		(inception) through
	June 30, 2022		June 30, 2021
Cash flows from operating activities:
Net income (loss)	$	4,445,794	$	(6,800)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Formation Cost Paid by related party		—		6,800
Interest earned on investments held in Trust Account		(260,583)		—
Change in fair value of warrant liabilities		(7,304,607)		—
Changes in operating assets and liabilities:

SEC Form 10-Q filed by Endurance Acquisition Corp.