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, 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: 001-39935

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 Market
Class A common stock, par value $0.0001 per share	GNAC	Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	GNACW	Nasdaq Capital Market

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 10, 2022, 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, 2022

TABLE OF CONTENTS


		Page
Part I. Financial Information
Item 1. Financial Statements (unaudited)		1
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 Redeemable Class A Common Stock and Stockholders’ Deficit for the three and 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 Unaudited Condensed Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		25
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		28
Item 6. Exhibits		30
Part III. Signatures		31

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

GROUP NINE ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Current assets
Cash	$	69,053	$	69,053
Prepaid expenses		334,814		1,021,033
Total current assets		403,867		1,090,086

Cash and marketable securities held in Trust Account		231,349,593		230,021,427
TOTAL ASSETS	$	231,753,460	$	231,111,513

LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS' DEFICIT
Current liabilities
Accrued expenses	$	405,827	$	312,942
Due to Sponsor		3,328,379		2,664,092
Income taxes payable		203,676		—
Convertible Promissory note – related party		94,435		729,010
Total current liabilities		4,032,317		3,706,044

Warrant liabilities		640,140		5,520,267
Deferred underwriting fee payable		8,064,400		8,064,400
TOTAL LIABILITIES		12,736,857		17,290,711

Commitments and Contingencies (Note 6)

Redeemable Class A Common Stock
Class A common stock subject to possible redemption, 23,000,000 shares at September 30, 2022 and December 31, 2021, respectively (at redemption value of approximately $10.03 and $10.00 per share, respectively)		230,766,508		230,000,000

Stockholders’ 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, 2022 and December 31, 2021		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding, at September 30, 2022 and December 31, 2021		575		575
Additional paid-in capital		—		—
Accumulated deficit		(11,750,480)		(16,179,773)
Total Stockholders’ Deficit		(11,749,905)		(16,179,198)
TOTAL LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS’ DEFICIT	$	231,753,460	$	231,111,513

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,
	2022		2021		2022		2021
Formation and operating costs	$	424,037	$	341,633	$	1,443,391	$	1,520,814
Loss from operations		(424,037)		(341,633)		(1,443,391)		(1,520,814)

Other income (expense):
Change in fair value of warrant liabilities		1,021,060		5,185,200		4,880,127

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