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 September 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: 001-40164

G&P ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware

85-4357324

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

222 Bellevue Avenue

Newport, Rhode Island 02840

(Address of principal executive offices, including zip code)

(212) 415-6500

(Registrant’s telephone number, including area code)

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

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, as amended (the “Exchange Act”), 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 November 14, 2022, 17,500,000 shares of the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and 4,375,000 shares of the Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), were issued and outstanding.

Table of Contents

G&P ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022

TABLE OF CONTENTS


	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	1
Condensed Statements of Operations for the three and nine months ended September 30, 2022 and 2021 (unaudited)	2
Condensed Statements of Changes in Stockholders’ Deficit for the nine months ended September 30, 2022 and 2021 (unaudited)	3
Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 (unaudited)	4
Notes to the Condensed Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	23
Item 4. Controls and Procedures	23
PART II. OTHER INFORMATION	24
Item 1. Legal Proceedings	24
Item 1A. Risk Factors	24
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	25

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

G&P ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2022		2021
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	18,051	$	544,321
Prepaid expenses		158,750		303,500
Other current assets		3,109		—
Total current assets		179,910		847,821

Investments held in the Trust Account		177,818,421		176,764,144
Long-term prepaid assets		—		62,500
Total assets	$	177,998,331	$	177,674,465

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	626,045	$	422,280
Accrued offering costs		—		153,640
Total current liabilities		626,045		575,920

Deferred underwriting compensation		6,125,000		6,125,000
Warrant liability – Private Placement Warrants		217,500		4,060,000
Warrant liability – Public Warrants		262,500		4,788,875
Total liabilities		7,231,045		15,549,795

Commitments and contingencies (Note 6):
Class A Common Stock subject to possible redemption (17,500,000 shares at redemption value)		177,368,969		176,750,000

Stockholders’ deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A Common Stock, $0.0001 par value, 200,000,000 shares authorized, none issued and outstanding of September 30, 2022 and December 31, 2021 (excluding 17,500,000 shares of Class A Common Stock subject to possible redemption)		—		—
Class B Common Stock, $0.0001 par value, 20,000,000 shares authorized, 4,375,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021		437		437
Accumulated deficit		(6,602,120)		(14,625,767)
Total stockholders’ deficit		(6,601,683)		(14,625,330)
Total liabilities, common stock subject to possible redemption and stockholders’ deficit	$	177,998,331	$	177,674,465

See accompanying notes to the condensed financial statements.

Table of Contents

G&P ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
EXPENSES
Administration fee - related party	$	60,000	$	60,000	$	180,000	$	130,000
General and administrative		189,112		262,662		600,536		458,461
TOTAL EXPENSES		249,112		322,662		780,536		588,461

OTHER INCOME (EXPENSES)
Investment income from Trust Account		803,176		2,275		1,054,277		10,409
Warrant offering costs		—		—		—		(488,025)
Change in fair value of warrant liabilities		960,000		2,560,000		8,368,875		6,007,500
TOTAL OTHER INCOME - NET		1,763,176		2,562,275		9,432,152		5,529,884

INCOME BEFORE INCOME TAXES		1,514,064		2,239,613		8,642,616		4,941,423

Income tax provision		—		—		—		—

Net income	$	1,514,064	$	2,239,613	$	8,642,616	$	4,941,423

Weighted average number of shares of Class A common stock outstanding, basic and diluted		17,500,000		17,500,000		17,500,000		12,756,410
Basic and diluted net income per share of Class A common stock	$	0.07	$	0.10	$	0.40	$	0.29

Weighted average number of shares of Class B common stock outstanding, basic and diluted		4,375,000		4,375,000		4,375,000		4,375,000
Basic and diluted net income per share of Class B common stock	$	0.07	$	0.10	$	0.40	$	0.29

See accompanying notes to the condensed financial statements.

Table of Contents

G&P ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022


	Class B			Additional
	Common Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance as of January 1, 2022	4,375,000	$	437	$	—	$	(14,625,767)	$	(14,625,330)

Net income	—		—		—		6,115,314		6,115,314
Balance as of March 31, 2022	4,375,000		437		—		(8,510,453)		(8,510,016)

Net income	—		—		—		1,013,237		1,013,237
Balance as of June 30, 2022	4,375,000		437		—		(7,497,216)		(7,496,779)

Remeasurement adjustment of Class A common stock to redemption value	—		—		—		(618,969)		(618,969)

Net income	—		—		—		1,514,065		1,514,065
Balance as of September 30, 2022	4,375,000	$	437	$	—	$	(6,602,120)	$	(6,601,683)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021


	Class B			Additional
	Common Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance as of January 1, 2021	5,031,250	$	503	$	24,497	$	(1,000)	$	24,000

Excess of proceeds received over fair value of warrant liabilities – Private Placement Warrants	—		—		580,000		—		580,000

Remeasurement adjustment of Class A Common Stock to redemption value	—		—		(604,497)		(18,892,041)		(19,496,538)

Net loss	—		—		—		(202,566)		(203,566)
Balance as of March 31, 2021	5,013,250		503		—		(19,096,607)		(19,096,104)

Forfeiture of Class B Common Stock	(656,250)		(66)		—		66		—

Net income	—		—		—		2,904,376		2,904,376
Balance as of June 30, 2021	4,375,000		437		—		(16,192,165)		(16,191,728)

Net income	—		—		—		2,239,613		2,239,613
Balance as of September 30, 2021	4,375,000	$	437	$	—	$	(13,952,552)	$	(13,952,115)

See accompanying notes to the condensed financial statements.

Table of Contents

G&P ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


	For the Nine
	Months Ended
	September 30,
	2022		2021
Cash Flows From Operating Activities:
Net income	$	8,642,616	$	4,941,423
Adjustments to reconcile net income to net cash used in operating activities:
Investment income earned on treasury securities held in Trust Account		(1,054,277)		(10,409)
Warrant offering expenses		—		488,025
Gain on change in fair value of derivative liabilities		(8,368,875)		(6,007,500)
Changes in operating assets and liabilities:
Prepaid expenses		144,750		(307,700)
Other current assets		(3,109)		—
Long-term prepaid assets		62,500		(137,500)
Accounts payable and accrued expenses		203,765		190,600
Net Cash Used In Operating Activities		(372,630)		(843,061)

Cash Flows From Investing Activities:
Cash deposited into Trust Account		—		(176,750,000)
Net Cash Used In Investing Activities		—		(176,750,000)

Cash Flows From Financing Activities:
Sale of Units in the Initial Public Offering, net of underwriting discount		—		171,500,000
Sale of Private Placement Warrants to the Sponsor		—		7,250,000
Proceeds from the Sponsor promissory note		—

SEC Form 10-Q filed by G&P Acquisition Corp.