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 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

GREEN VISOR FINANCIAL TECHNOLOGY ACQUISITION CORP. I

(Exact name of registrant as specified in its charter)

Cayman Islands

001-41044

98-1596617

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

88 Kearny Street, Suite 850

San Francisco, CA 94108

(Address of principal executive offices, including zip code)

650-489-6697

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former name or former address, 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 Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	GVCIU	The Nasdaq Stock Market LLC
Class A ordinary shares	GVCI	The Nasdaq Stock Market LLC
Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	GVCIW	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 November 10, 2022, there were 20,010,000 Class A ordinary shares, par value $0.0001 per share, and 5,002,500 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

Table of Contents

GREEN VISOR FINANCIAL TECHNOLOGY ACQUISITION CORP. I

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

TABLE OF CONTENTS

		Page

PART I – FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	1

	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2022 and for the Period from April 15, 2021 (Inception) through September 30, 2021	2

	Unaudited Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2022 and for the Period from April 15, 2021 (Inception) through September 30, 2021	3

	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022 and for the Period from April 15, 2021 (Inception) through September 30, 2021	4

	Notes to Unaudited 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	22

Item 4.	Controls and Procedures	22

PART II – OTHER INFORMATION		23

Item 1.	Legal Proceedings.	23

Item 1A.	Risk Factors.	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	23

Item 3.	Defaults upon Senior Securities.	23

Item 4.	Mine Safety Disclosures.	23

Item 5.	Other Information.	23

Item 6.	Exhibits.	24

SIGNATURE		25

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

GREEN VISOR FINANCIAL TECHNOLOGY ACQUISITION CORP. I

UNAUDITED CONDENSED BALANCE SHEETS


	September 30, 2022		December 31, 2021
	(Unaudited)
ASSETS
Current assets:
Cash	$	296,875	$	689,927
Prepaid expenses		388,050		632,579
Total current assets		684,925		1,322,506

Prepaid expenses, non-current		—		217,120
Investments held in Trust Account		205,514,920		204,111,409
Total assets	$	206,199,845	$	205,651,035

Liabilities and Shareholders’ Deficit
Current liabilities:
Accrued expenses	$	528,558	$	145,917
Due to related party		407,852		256,192
Total current liabilities		936,410		402,109

Warrant liabilities		1,864,888		11,262,325
Deferred underwriting commissions		7,003,500		7,003,500
Total liabilities		9,804,798		18,667,934

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 20,010,000 shares at redemption value		205,514,920		204,111,409

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; none issued and outstanding (excluding 20,010,000 shares subject to possible redemption)		—		—
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 5,002,500 shares issued and outstanding		500		500
Additional paid-in capital		—		—
Accumulated deficit		(9,120,373)		(17,128,808)
Total shareholders’ deficit		(9,119,873)		(17,128,308)
Total Liabilities and Shareholders’ Deficit	$	206,199,845	$	205,651,035

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

Table of Contents

GREEN VISOR FINANCIAL TECHNOLOGY ACQUISITION CORP. I

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For the Three		For the Three		For the Nine		For the Period
	Months Ended		Months Ended		Months Ended		from April 15,
	September 30,		September 30,		September 30,		2021 (Inception) to
	2022		2021		2022		September 30, 2021

Formation and operating costs	$	658,397	$	123,247	$	1,389,002	$	137,445
Loss from operations		(658,397)		(123,247)		(1,389,002)		(137,445)

Other income:
Change in fair value of warrant liabilities		923,732		—		9,397,437		—
Interest income earned on Trust Account		1,086,758		—		1,403,511		—
Total other income, net		2,010,490		—		10,800,948		—

Net income (loss)	$	1,352,093	$	(123,247)	$	9,411,946	$	(137,445)

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		20,010,000		—		20,010,000		—
Basic and diluted net income (loss) per ordinary share, Class A	$	0.05	$	—	$	0.38	$	—
Weighted average shares outstanding of Class B ordinary shares, basic and diluted		5,002,500		4,350,000		5,002,500		4,350,000
Basic and diluted net income (loss) per ordinary share, Class B	$	0.05	$	(0.03)	$	0.38	$	(0.03)

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

Table of Contents

GREEN VISOR FINANCIAL TECHNOLOGY ACQUISITION CORP. I

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

For the Three and Nine Months Ended September 30, 2022


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – January 1, 2022	—	$	—	5,002,500	$	500	$	—	$	(17,128,808)	$	(17,128,308)
Net income	—		—	—		—		—		4,778,108		4,778,108
Remeasurement of Class A ordinary shares to redemption value	—		—	—		—		—		(57,628)		(57,628)
Balance – March 31, 2022	—		—	5,002,500		500	$	—		(12,408,328)		(12,407,828)
Net income	—		—	—		—		—		3,281,745		3,281,745
Remeasurement of Class A ordinary shares to redemption value	—		—	—		—		—		(259,125)		(259,125)
Balance – June 30, 2022	—		—	5,002,500		500		—		(9,385,708)		(9,385,208)
Net income	—		—	—		—		—		1,352,093		1,352,093
Remeasurement of Class A ordinary shares to redemption value	—		—	—		—		—		(1,086,758)		(1,086,758)
Balance – September 30, 2022	—	$	—	5,002,500	$	500	$	—	$	(9,120,373)	$	(9,119,873)

For the Period from April 15, 2021 (Inception) through September 30, 2021

Class A

Class B

Additional

Total

Ordinary Shares

Paid-in

Accumulated

Shareholders’

Shares

Amount

Shares

Amount

Capital

Deficit

Equity (Deficit)

Balance – April 15, 2021

SEC Form 10-Q filed by Green Visor Financial Technology Acquisition Corp. I