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 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 No. 001-39650

EUCRATES BIOMEDICAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

British Virgin Islands

001-39650

N/A

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

250 West 55th Street, Suite 13D
New York, NY 10019

(Address of Principal Executive Offices, including zip code)

(212) 710-5220

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 ordinary share, no par value, and one-third of one Warrant	EUCRU	Nasdaq Capital Market
Ordinary shares, no par value	EUCR	Nasdaq Capital Market
Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share	EUCRW	Nasdaq Capital Market

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 20, 2022, there were 13,459,125 ordinary shares, no 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 (Audited)	1
		Condensed Statements of Operations for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	2
		Condensed Statements of Changes in Shareholders’ 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		18
	Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		21
	Item 4. Controls and Procedures		21
Part II. Other Information
	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		24
	Item 5. Other Information		24
	Item 6. Exhibits		24
Part III. Signatures			26


	March 31,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Current assets
Cash	$	159,074	$	49,156
Prepaid expenses		197,078		215,000
Total Current Assets		356,152		264,156

Marketable securities held in Trust Account		104,825,958		104,842,820
TOTAL ASSETS	$	105,182,110	$	105,106,976

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses	$	11,492	$	38,460
Convertible promissory note - related party		185,700		—
Total current liabilities		197,192		38,460

Warrant liability		685,442		2,093,894
Deferred underwriting fee payable		3,667,869		3,667,869
TOTAL LIABILITIES		4,550,503		5,800,223

Commitments and Contingencies

Ordinary shares subject to possible redemption 10,479,626 shares at redemption value as of March 31, 2022 and December 31, 2021		104,796,260		104,796,260

Shareholders’ Deficit
Preferred shares, no par value; unlimited shares authorized; none issued and outstanding		—		—
Ordinary shares, no par value; unlimited shares authorized; 2,979,499 issued and outstanding (excluding 10,479,626 shares subject to possible redemption) as of March 31, 2022 and December 31, 2021		—		—
Accumulated deficit		(4,164,653)		(5,489,507)
Total Shareholders’ Deficit		(4,164,653)		(5,489,507)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	105,182,110	$	105,106,976






	Three Months		Three Months
	Ended		Ended
	March 31,		March 31,
	2022		2021
Formation and operational costs	$	131,036	$	125,348
Loss from operations		(131,036)		(125,348)

Other income (expense):
Interest earned on marketable securities held in Trust Account		53,170		13,679
Change in fair value of warrants		1,408,452		2,103,973
Change in fair value of convertible promissory note - related party		64,300		—
Unrealized (loss) gain on marketable securities held in Trust Account		(70,032)		1,835
Total other income, net		1,455,890		2,119,487

Net income	$	1,324,854	$	1,994,139

Basic and diluted weighted average shares outstanding, Redeemable ordinary shares		10,479,626		10,479,626
Basic and diluted net income per share, Redeemable ordinary shares	$	0.10	$	0.15

Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		2,979,499		2,979,499
Basic and diluted net income per share, Non-redeemable ordinary shares	$	0.10	$	0.15


						Total
	Ordinary Shares			Accumulated		Shareholders’
	Shares	Amount		Deficit		Deficit
Balance – January 1, 2022	2,979,499	$	—	$	(5,489,507)	$	(5,489,507)

Net income	—		—		1,324,854		1,324,854

Balance – March 31, 2022	2,979,499	$	—	$	(4,164,653)	$	(4,164,653)


Gross proceeds	$	104,796,260
Less:
Proceeds allocated to Public Warrants	$	(1,886,333)
Class A ordinary shares issuance costs	$	(6,057,930)
Plus:
Accretion of carrying value to redemption value	$	7,944,263
Ordinary shares subject to possible redemption	$	104,796,260


	Three Months Ended				Three Months Ended
	March 31, 2022				March 31, 2021
	Redeemable		Non-redeemable		Redeemable		Non-redeemable
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	1,031,566	$	293,288	$	1,552,689	$	441,450
Denominator:
Basic and diluted weighted average ordinary share outstanding		10,479,626		2,979,499		10,479,626		2,979,499
Basic and diluted net income per ordinary share	$	0.10	$	0.10	$	0.15	$	0.15


		March 31,			December 31,
Description	Level	2022		Level	2021
Assets:
Marketable securities held in Trust Account	1	$	104,825,958	1	$	104,842,820

Liabilities:
Warrant Liability – Public Warrants	1	$	662,686	1	$	2,024,156
Warrant Liability – Private Placement Warrants	3	$	22,756	3	$	69,738
Convertible Promissory Note - Related Party	3	$	185,700	3	$	—


					Level 3
	Private Placement		Public		Warrant Liabilities
Fair value as of December 31, 2021	$	69,738	$	—	$	69,738
Change in fair value of warrants		(46,982)		—		(46,982)
Fair value as of March 31, 2022	$	22,756	$	—	$	22,756


	Convertible
	Promissory
	Note
Fair value as of January 1, 2022	$	—
Proceeds received through convertible note - Related Party		250,000
Change in valuation inputs or other assumptions		(64,300)
Fair value as of March 31, 2022	$	185,700


No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-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) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant and Principal Financial Officer 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*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document


	March 31,			December 31,
	2022			2021
Risk-free interest rate		2.42	%		1.19	%
Effective expiration date		7/7/2026			7/7/2026
Dividend yield		0.00	%		0.00	%
Expected volatility		4.8	%		12.1	%
Exercise price	$	11.50		$	11.50
Ordinary Share Price	$	9.84		$	9.76


	EUCRATES BIOMEDICAL ACQUISITION CORP.

Date: May 23, 2022		/s/ Parag Saxena
	Name:	Parag Saxena
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: May 23, 2022		/s/ Gonzalo Cordova
	Name:	Gonzalo Cordova
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Eucrates Biomedical Acquisition Corp.