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 quarter ended September 30, 2021

☐ 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: 001-39935

GROUP NINE ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

85-3841363

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

568 Broadway, Floor 10

New York, New York 10012

(Address of principal executive offices)

(212) 227-1905

(Issuer’s telephone number)

Securities registered pursuant to Section 12(g) 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 and one-third of one redeemable warrant	GNACU	Nasdaq Capital Markets
Class A common stock, par value $0.0001 per share	GNAC	Nasdaq Capital Markets
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	GNACW	Nasdaq Capital Markets

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 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 12, 2021, there were 23,000,000 shares of Class A common stock, par value $0.0001 per share, and 5,750,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

GROUP NINE ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2021

TABLE OF CONTENTS


		Page
Part I. Financial Information
Item 1. Financial Statements (unaudited)		1
Condensed Balance Sheets as of September 30, 2021 and December 31, 2020 (unaudited)		1
Condensed Statements of Operations for the three and nine months ended September 30, 2021 (unaudited)		2
Condensed Statement of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2021 (unaudited)		3
Condensed Statement of Cash Flows for the nine months ended September 30, 2021 (unaudited)		4
Notes to Unaudited Condensed Financial Statements (unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		26
Item 4. Controls and Procedures		26
Part II. Other Information
Item 1A. Risk Factors		27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		66
Item 6. Exhibits		68
Part III. Signatures		69

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

GROUP NINE ACQUISITION CORP.

UNAUDITED CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2021		2020
ASSETS
Current assets
Cash	$	69,053	$	25,000
Prepaid expenses		1,274,356		—
Total current assets		1,343,409		25,000

Deferred offering costs		—		452,399
Cash and marketable securities held in Trust Account		230,015,629		—
TOTAL ASSETS	$	231,359,038	$	477,399

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	595,904	$	—
Accrued offering costs		—		366,056
Advances from related party		—		87,625
Due to Sponsor		640,475		—
Convertible Promissory note – related party		475,262		—
Total current liabilities		1,711,641		453,681

Warrant liabilities		7,354,667		—
Deferred underwriting fee payable		9,890,000		—
TOTAL LIABILITIES		18,956,308		453,681

Commitments and Contingencies

Class A common stock subject to possible redemption, 23,000,000 shares at September 30, 2021 (at redemption value of $10 per share)		230,000,000		—

Stockholders’ Equity (Deficit)
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized no shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption), at September 30, 2021, and no shares issued and outstanding at December 31, 2020;		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding, at September 30, 2021 and December 31, 2020		575		575
Additional paid-in capital		—		24,425
Accumulated deficit		(17,597,845)		(1,282)
Total Stockholder’s (Deficit) Equity		(17,597,270)		23,718
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	231,359,038	$	477,399

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

Table of Contents

GROUP NINE ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2021		2021
Operating and formation costs	$	341,633	$	2,129,913
Loss from operations		(341,633)		(2,129,913)

Other income:
Change in fair value of warrant liability		5,185,200		7,181,466
Change in fair value of convertible promissory note		143,551		134,738
Interest earned on marketable securities held in Trust Account		5,798		15,629
Total other income		5,334,549		7,331,833

Income before income taxes		4,992,916		5,201,920
Benefit (provision) for income taxes		—		—
Net income	$	4,992,916	$	5,201,920

Basic and diluted net income (loss) per common share, Class A common stock subject to possible redemption	$	0.17	$	(0.66)

Basic and diluted net income (loss) per share, Class B Non-redeemable common stock	$	0.17	$	(0.66)

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

Table of Contents

GROUP NINE ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

(UNAUDITED)


	Class A Common Stock			Class B			Additional		Earnings		Total
	Subject to Possible Redemption			Common Stock			Paid-in		(Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit)		Equity
Balance — January 1, 2021	—	$	—	5,750,000	$	575	$	24,425	$	(1,282)	$	23,718

Sale of 23,000,000 Units, net of underwriting discounts and offering expenses	23,000,000		206,949,492	—		—		—		—		—

Cash proceeds received in excess of fair value for Placement Warrants	—		—	—		—		227,200		—		227,200


Deemed Dividend	—		23,050,508	—		—		(251,625)		(22,798,883)		(23,050,508)


Net income	—		—	—		—		—		6,965,615		6,965,615

Balance — March 31, 2021	23,000,000		230,000,000	5,750,000		575		—		(15,834,550)		(15,833,975)

Net loss	—		—	—		—		—		(6,756,611)		(6,756,611)

Balance – June 30, 2021	23,000,000		230,000,000

SEC Form 10-Q filed by Group Nine Acquisition Corp.