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 quarter ended June 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: 001-40119

Ibere Pharmaceuticals

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands

98-1564986

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

2005 Market Street, Suite 2030

Philadelphia, PA 19103

(Address of principal executive offices)

(267) 765-3222

(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
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	IBERU	New York Stock Exchange
Class A ordinary share, $0.0001 par value	IBER	New York Stock Exchange
Warrants, each whole warrant exercisable for one Class A ordinary share for $11.50 per share	IBERW	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 August 12, 2022, there were 13,800,000 Class A ordinary shares, par value $0.0001 per share, and 3,450,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

Table of Contents

IBERE PHARMACEUTICALS

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

TABLE OF CONTENTS


		Page
Part I. Financial Information
Item 1.	Financial Statements
	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1
	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)	2
	Condensed Statements of Changes in Shareholders’ (Deficit) Equity for the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)	3
	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures Regarding 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	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
Part III. Signatures		26

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

IBERE PHARMACEUTICALS

CONDENSED BALANCE SHEETS

(UNAUDITED)


	June 30, 2022		December 31, 2021
ASSETS
Current assets
Cash	$	93,041	$	458,388
Prepaid expenses		182,770		235,000
Total Current Assets		275,811		693,388

Marketable securities held in trust account		138,108,723		138,016,940
TOTAL ASSETS	$	138,384,534	$	138,710,328

LIABILITIES, REDEEMABLE ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	239,142	$	372,444
Promissory note - related party		158,866		—
Total Current Liabilities		398,008		372,444

Deferred underwriting fee payable		4,830,000		4,830,000
Warrant liability		938,800		6,336,900
TOTAL LIABILITIES		6,166,808		11,539,344

Commitments and Contingencies

Class A ordinary shares subject to possible redemption 13,800,000 shares at June 30, 2022 and December 31, 2021, at redemption value		138,108,723		138,016,940

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; 300,000,000 shares authorized; no shares issued and outstanding (excluding 13,800,000 shares subject to possible redemption) at June 30, 2022 and December 31, 2021		—		—
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 3,450,000 shares issued and outstanding, at June 30, 2022 and December 31, 2021		345		345
Additional paid-in capital		—		—
Accumulated deficit		(5,891,342)		(10,846,301)
Total Shareholders’ Deficit		(5,890,997)		(10,845,956)
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	138,384,534	$	138,710,328

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

Table of Contents

IBERE PHARMACEUTICALS

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Operating and formation costs	$	140,527	$	233,757	$	443,141	$	328,235
Loss from operations		(140,527)		(233,757)		(443,141)		(328,235)

Other income (expense):
Interest earned on marketable securities held in trust account		88,380		6,129		91,783		8,715
Interest income - bank		—		—		—		176
Transaction costs allocable to warrant liabilities		—		—		—		(364,321)
Unrealized loss on marketable securities held in trust account		—		(1,989)		—		—
Change in fair value of warrants		1,525,550		117,350		5,398,100		165,700
Total other income (expense), net		1,613,930		121,490		5,489,883		(189,730)

Net income (loss)	$	1,473,403	$	(112,267)	$	5,046,742	$	(517,965)

Basic and diluted weighted average shares outstanding, Class A ordinary shares		13,800,000		13,800,000		13,800,000		9,149,171
Basic and diluted net income (loss) per share, Class A ordinary shares	$	0.09	$	(0.01)	$	0.29	$	0.25

Basic and diluted weighted average shares outstanding, Class B ordinary shares		3,450,000		3,450,000		3,450,000		3,298,343
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.08	$	(0.01)	$	0.29	$	(0.84)

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

Table of Contents

IBERE PHARMACEUTICALS

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022


	Class A
	Ordinary Shares			Class B			Additional				Total
	Subject to Redemption			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2022	13,800,000	$	138,016,940	3,450,000	$	345	$	—	$	(10,846,301)	$	(10,845,956)

Accretion of Class A Ordinary shares subject to possible redemption	—		3,403	—		—		—		(3,403)		(3,403)

Net income	—		—	—		—		—		3,573,339		3,573,339

Balance - March 31, 2022	13,800,000	$	138,020,343	3,450,000	$	345	$	—	$	(7,276,365)	$	(7,276,020)

Accretion of Class A Ordinary shares subject to possible redemption	—		88,380	—		—		—		(88,380)		(88,380)

Net income	—		—	—		—		—		1,473,403		1,473,403

SEC Form 10-Q filed by Ibere Pharmaceuticals