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 March 31, 2023

☐ 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: 001-40888

HAWKS ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Delaware		86-1273146
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

600 Lexington Avenue, 9th Floor

New York, NY 10022

(Address of principal executive offices, including zip code)

(212) 542-4540

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

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 May 11, 2023, 9,758,265 shares of the Class A common stock, par value $0.0001 per share, were issued and outstanding.

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
Balance Sheets (unaudited)		2
Statements of Operations (unaudited)		3
Statements of Changes in Stockholders’ (Deficit) Equity (unaudited)		4
Statements of Cash Flows (unaudited)		5
Notes to the 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 Regarding Market Risk	21
Item 4.	Controls and Procedures	21
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
	Signatures	25


	March 31,		December 31,
	2023		2022
	(unaudited)
ASSETS
Current Assets:
Cash	$	920,815	$	1,165,854
Prepaid expenses – current		204,875		363,501
Total Current Assets		1,125,690		1,529,355
Investments held in Trust		234,355,842		232,057,786
Total Assets	$	235,481,532	$	233,587,141

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accrued expenses	$	1,303,298	$	819,366
Total Current Liabilities		1,303,298		819,366
Deferred tax liability		491,336		598,679
Deferred underwriting commission payable		8,650,000		8,650,000
Total Liabilities		10,444,634		10,068,045
Commitments and contingencies (see Note 6)

Class A common stock subject to possible redemption; 23,000,000 shares at redemption value		234,355,842		232,057,786

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; 80,000,000 shares authorized; none issued and outstanding (excluding 23,000,000 shares subject to possible redemption)		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized 5,750,000 shares issued and outstanding		575		575
Additional paid-in capital		—		—
Accumulated deficit		(9,319,519)		(8,539,265)
Total Stockholders’ Deficit		(9,318,944)		(8,538,690)
Total Liabilities and Stockholders’ Deficit	$	235,481,532	$	233,587,141


	For the		For the
	Three		Three
	Months		Months
	Ended		Ended
	March 31,		March 31,
	2023		2022
Formation and operating costs	$	501,520	$	514,537
Loss from operations		(501,520)		(514,537)

Other income:
Interest earned on assets held in Trust		2,542,813		41,221
Total other income		2,542,813		41,221
Income (loss) before income tax expense		2,041,293		(473,316)
Income tax expense		(523,491)		—
Net income (loss)	$	1,517,802	$	(473,316)

Weighted average Class A shares outstanding, basic and diluted		23,000,000		23,000,000
Basic and diluted net income (loss) per Class A common share	$	0.05	$	(0.02)
Weighted average Class B shares outstanding, basic and diluted		5,750,000		5,750,000
Basic and diluted net income (loss) per Class B common share	$	0.05	$	(0.02)


	Class B			Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance, January 1, 2023	5,750,000	$	575	$	—	$	(8,539,265)	$	(8,538,690)
Remeasurement of Class A common stock subject to possible redemption to redemption value	—		—		—		(2,298,056)		(2,298,056)
Net income	—		—		—		1,517,802		1,517,802
Balance, March 31, 2023	5,750,000	$	575		—	$	(9,319,519)	$	(9,318,944)


	For the		For the
	Three Months		Three Months
	Ended		Ended
	March 31,		March 31,
	2023		2022
Cash flows from Operating Activities:
Net income (loss)	$	1,517,802	$	(473,316)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Interest earned on assets held in Trust		(2,542,813)		(41,221)
Deferred income taxes		(107,343)		—
Changes in operating assets and liabilities:
Prepaid expenses, current and non-current		158,626		89,998
Accrued expenses		483,932		82,919
Net cash used in operating activities		(489,796)		(341,620)
Cash Flows from Investing Activities
Cash withdrawn from the Trust		244,757		—
Net cash provided by investing activities		244,757		—
Net change in cash		(245,039)		(341,620)
Cash at beginning of period		1,165,854		1,025,367
Cash at end of period	$	920,815	$	683,747
Non-cash financing activities
Remeasurement of carrying value of Class A common stock to redemption value	$	2,298,056	$	—


Class A common stock subject to possible redemption – December 31, 2022	$	232,057,786
Adjust carrying value to redemption value		2,298,056
Class A common stock subject to possible redemption – March 31, 2023	$	234,355,842


	For the Three				For the Three
	Months Ended				Months Ended
	March 31, 2023				March 31, 2022
	Class A Common		Class B Common		Class A Common		Class B Common
	Stock		Stock		Stock		Stock
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss)	$	1,214,242	$	303,560	$	(378,653)	$	(94,663)
Denominator:
Basic and diluted weighted average shares outstanding		23,000,000		5,750,000		23,000,000		5,750,000

Basic and diluted net income (loss) per common share	$	0.05	$	0.05	$	(0.02)	$	(0.02)

No.		Description of Exhibit
3.1		First Amendment to the Company’s Amended and Restated Certificate of Incorporation (incorporated by reference to the Exhibit 3.1 filed with the Company’s current report on Form 8-K filed by the Registrant on April 13, 2023).
3.2		Second Amendment to the Company’s Amended and Restated Certificate of Incorporation (incorporated by reference to the Exhibit 3.2 filed with the Company’s current report on Form 8-K filed by the Registrant on April 13, 2023).
10.1		Promissory Note, dated as of April 12, 2023, by and between Hawks Acquisition Corp and Hawks Sponsor LLC (incorporated by reference to the Exhibit 10.1 filed with the Company’s current report on Form 8-K filed by the Registrant on April 13, 2023).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase 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 - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document


	HAWKS ACQUISITION CORP


Date: May 11, 2023	By:	/s/ J. Carney Hawks
		Name:	J. Carney Hawks
		Title:	Chief Executive Officer (Principal Executive Officer)


Date: May 11, 2023	By:	/s/ Lois Mannon
		Name:	Lois Mannon
		Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Hawks Acquisition Corp