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____________

Commission file number 001-41113

GAMES & ESPORTS EXPERIENCE ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)


Cayman Islands		98-1592885
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

7381 La Tijera Blvd. P.O. Box 452118 Los Angeles, California		90045
Address of Principal Executive Offices		Zip Code

Registrant’s telephone number, including area code: (213) 266-7674

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 Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant	GEEXU	The Nasdaq Global Market
Class A Ordinary Shares	GEEX	The Nasdaq Global Market
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	GEEXW	The Nasdaq Global Market

Securities registered pursuant to Section 12(g) of the Act: None

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 Act). Yes ☒ No☐

As of May 16, 2022, there were 20,000,000 Class A ordinary shares and 5,000,000 Class B ordinary shares of the registrant issued and outstanding.


		Page
PART I		2
Item 1.	Financial Statements	2
	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	2
	Unaudited Condensed Statement of Operations for the Three-Month Period Ended March 31, 2022	3
	Unaudited Condensed Statement of Changes of Shareholders’ Deficit and Class A Ordinary Shares Subject to Possible Redemption for the Three-Month Period ended March 31, 2022	4
	Unaudited Condensed Statement of Cash Flows for the Three-Month Period ended March 31, 2022	5
	Notes to Unaudited Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	24
Item 4.	Controls and Procedures.	24
PART II		26
Item 1.	Legal Proceedings.	26
Item 1A.	Risk Factors.	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	27
Item 3.	Defaults Upon Senior Securities.	27
Item 4.	Mine Safety Disclosures.	27
Item 5.	Other Information.	27
Item 6.	Exhibits.	28


	March 31,		December 31,
	2022		2021
	(Unaudited)
Assets
Current Assets:
Cash	$	756,536	$	987,106
Prepaid expenses		677,630		759,210
Total Current Assets		1,434,166		1,746,316
Investments held in Trust Account		204,956,273		205,005,299
Total Assets	$	206,390,439	$	206,751,615
Liabilities, Shares Subject to Redemption and Shareholders’ Deficit:
Current Liabilities:
Accounts payable	$	26,750	$	15,716
Accrued expenses		406,956		511,532
Total Current Liabilities		433,706		527,248
Warrant liability		4,037,500		17,600,000
Deferred underwriting commissions		7,000,000		7,000,000
Total Liabilities	$	11,471,206	$	25,127,248
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value		204,956,273		205,005,299
Shareholders’ Deficit:
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding		500		500
Accumulated deficit		(10,037,540)		(23,381,432)
Total Shareholders’ Deficit		(10,037,040)		(23,380,932)
Total Liabilities, Shares Subject to Redemption and Shareholders’ Deficit	$	206,390,439	$	206,751,615


	For The
	Three-Month
	Period Ended
	March 31, 2022
General and administrative expenses	$	391,504
Loss from operations		(391,504)
Other income (expense)
Change in fair value of derivative warrant liabilities		13,562,500
Unrealized loss on investments held in Trust Account		(49,026)
Total other income		13,513,474
Net income	$	13,121,970
Weighted average ordinary shares outstanding, basic and diluted
Class A – Ordinary shares subject to possible redemption		20,000,000
Class B – Ordinary shares		5,000,000
Basic and diluted net income (loss) per ordinary share
Class A – Ordinary shares subject to possible redemption	$	0.52
Class B – Ordinary shares	$	0.52


	FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2022
	Class A Ordinary Shares Subject to			Ordinary Shares						Additional				Total
	Possible Redemption			Class A			Class B			Paid-In		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance—January 1, 2022	20,000,000	$	205,005,299	—	$	—	5,000,000	$	500	$	—	$	(23,381,432)	$	(23,380,932)
Adjustment of offering costs on Sale of Public Shares													172,896		172,896
Accretion of Class A ordinary shares subject to possible redemption amount	—		(49,026)	—		—	—		—		—		49,026		49,026
Net income	—		—	—		—	—		—		—		13,121,970		13,121,970
Balance—March 31, 2022	20,000,000	$	204,956,273	—	$	—	5,000,000	$	500	$	—	$	(10,037,540)	$	(10,037,040)


	For the Period
	Ended
	March 31, 2022
Cash Flows from Operating Activities:
Net income	$	13,121,970
Adjustments to reconcile net income to net cash and cash equivalents used in operating activities:
Unrealized loss on investments held in Trust Account		49,026
Change in fair value of derivative warrant liabilities		(13,562,500)
Changes in operating assets and liabilities:
Prepaid expenses		81,580
Accounts payable		11,034
Accrued expenses		68,320
Net cash used in operating activities		(230,570)
Net change in cash		(230,570)
Cash—beginning of the period		987,106
Cash—end of the period	$	756,536
Supplemental Disclosure of Non-cash Investing and Financing Activities: Accretion of Class A ordinary shares subject to possible redemption		49,026
Reduction of offering costs incurred for the IPO		172,896


	For the
	Three-Month Period Ended
	March 31, 2022
Net income	$	13,121,970
Less: Accretion of Class A redeemable shares to redemption value		(49,026)
Net income including accretion of Class A redeemable shares to redemption value	$	13,072,944


		March 31,			December 31,
Description	Level	2022		Level	2021
Assets:
Investments held in Trust Account	1	$	204,956,273	1	$	205,005,299
Liabilities:
Private Placement Warrants	2	$	2,137,500	3	$	9,900,000
Public Warrants	1	$	1,900,000	3	$	7,700,000


Level 3 derivative warrant liabilities at January 1, 2022	$	17,600,000
Transfers out of Level 3		(17,600,000)
Fair Value as of March 31, 2022	$	—


	Private Placement
	Warrants	Public Warrants
Risk-free interest rate	1.37%	1.37%
Expected term	6.25 years	6.25 years
Expected volatility of underlying stock	3.3-3.9%	3.3-3.9%
Dividends	0%	0%
Probability of Business Combination	90%	90%
Redemption feature	Yes	No


Derivative warrant liabilities at January 1, 2022	$	17,600,000
Change in fair value		(13,562,500)
Fair Value as of March 31, 2022	$	4,037,500


No.		Description of Exhibit

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-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), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Principal 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 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.

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

	Games & Esports Experience Acquisition Corp.

Date: May 16, 2022	By:	/s/ Ari Segal
	Name:	Ari Segal
	Title:	Chief Executive Officer (Principal Executive, Financial and Accounting Officer)

SEC Form 10-Q filed by Games & Esports Experience Acquisition Corp.