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: 001-39751

HIGHLAND TRANSCEND PARTNERS I CORP.

(Exact Name of Registrant as Specified in Its Charter)


Cayman Islands, KY1-1104		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

777 Arthur Godfrey Road # 202

Miami Beach, Florida 33140

(Address of principal executive offices)

+1 617-401-4015

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share	HTPA	The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	HTPA.W	The New York Stock Exchange
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	HTPA.U	The New York Stock Exchange

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 30,000,000 Class A ordinary shares, $0.0001 par value, and 7,500,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

Table of Contents

HIGHLAND TRANSCEND PARTNERS I CORP.

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

TABLE OF CONTENTS


			Page
Part I. Financial Information
	Item 1. Interim Financial Statements
		Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	1
		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)	2
		Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)	3
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 (Unaudited)	4
		Notes to Condensed Consolidated Financial Statements (Unaudited)	5
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
	Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		22
	Item 4. Controls and Procedures		22
Part II. Other Information
	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
Part III. Signatures			25

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

HIGHLAND TRANSCEND PARTNERS I CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Current assets
Cash	$	115,857	$	469,836
Prepaid expenses and other assets		97,333		489,166
Total Current Assets		213,190		959,002

Investments held in Trust Account		301,914,795		300,120,586
TOTAL ASSETS	$	302,127,985	$	301,079,588

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	4,946,982	$	3,368,570
Promissory note – related party		700,000		700,000
Total Current Liabilities		5,646,982		4,068,570

Warrant liabilities		613,333		24,533,333
Deferred underwriting fee payable		10,500,000		10,500,000
Total Liabilities		16,760,315		39,101,903

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, $0.0001 par value; 30,000,000 shares at $10.06 and $10.00 per share redemption value as of September 30, 2022 and December 31, 2021, respectively		301,914,795		300,000,000

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding		—		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,500,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021		750		750
Additional paid-in capital		—		—
Accumulated deficit		(16,547,875)		(38,023,065)
Total Shareholders’ Deficit		(16,547,125)		(38,022,315)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT	$	302,127,985	$	301,079,588

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

Table of Contents

HIGHLAND TRANSCEND PARTNERS I CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021

General and administrative expenses	$	238,121	$	1,998,268	$	2,324,224	$	3,279,854
Loss from operations		(238,121)		(1,998,268)		(2,324,224)		(3,279,854)

Other income (expense):
Change in fair value of warrant liabilities		1,380,000		(6,080,000)		23,920,000		(5,873,334)
Interest earned on investments held in Trust Account		1,594,624		7,401		1,794,209		98,523
Total other income (expense), net		2,974,624		(6,072,599)		25,714,209		(5,774,811)

Net income (loss)	$	2,736,503	$	(8,070,867)	$	23,389,985	$	(9,054,665)

Weighted average shares outstanding of Class A ordinary shares		30,000,000		30,000,000		30,000,000		30,000,000
Basic and diluted net income (loss) per share, Class A ordinary shares	$	0.07	$	(0.22)	$	0.62	$	(0.24)

Weighted average shares outstanding of Class B ordinary shares		7,500,000		7,500,000		7,500,000		7,500,000
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.07	$	(0.22)	$	0.62	$	(0.24)

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

Table of Contents

HIGHLAND TRANSCEND PARTNERS I CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

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 – December 31, 2021	—	$	—	7,500,000	$	750	$	—	$	(38,023,065)	$	(38,022,315)

Net income	—		—	—		—		—		19,001,811		19,001,811

Balance – March 31, 2022 (unaudited)	—	$	—	7,500,000	$	750	$	—	$	(19,021,254)	$	(19,020,504)

Net income	—		—	—		—		—		1,651,671		1,651,671

Accretion for Class A ordinary shares to redemption amount	—		—	—		—		—		(320,171)		(320,171)

Balance – June 30, 2022 (unaudited)	—		—	7,500,000		750		—		(17,689,754)		(17,689,004)

Accretion for Class A ordinary shares to redemption amount	—		—	—		—		—		(1,594,624)		(1,594,624)

Net income	—		—	—		—		—		2,736,503		2,736,503

Balance – September 30, 2022 (unaudited)	—	$	—	7,500,000	$	750	$	—	$	(16,547,875)	$	(16,547,125)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares		Amount	Shares		Amount	Capital		Deficit		Deficit
Balance – December 31, 2020	—	$	—	7,906,250	$	791	$	—	$	(26,278,018)	$	(26,277,227)

Forfeiture of Founders Shares	—		—	(406,250)		(41)		—		41		—

Net loss	—		—	—		—		—		(2,858,829)		(2,858,829)

Balance – March 31, 2021 (unaudited)	—	$	—	7,500,000	$	750	$	—	$	(29,136,806)	$	(29,136,056)

Net income	—		—	—		—		—		1,875,031		1,875,031

Balance – June 30, 2021 (unaudited)	—	$	—	7,500,000	$	750	$	—	$	(27,261,775)	$	(27,261,025)

Net loss	—		—	—		—		—		(8,070,867)		(8,070,867)

Balance – September 30, 2021 (unaudited)	—	$	—	7,500,000	$

SEC Form 10-Q filed by Highland Transcend Partners I Corp.