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, 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 No. 001-39850

KL Acquisition Corp

(Exact name of registrant as specified in its charter)

Delaware

85-2734828

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

111 West 33rd Street, Suite 1910

New York, NY 10120

(Address of Principal Executive Offices, including zip code)

(212) 782-3482

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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, $0.0001 par value, and one-third of one redeemable warrant	KLAQU	The Nasdaq Stock Market LLC
Class A common stock included as part of the units	KLAQ	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units	KLAQW	The Nasdaq Stock Market LLC

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 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 23, 2022, there were 28,750,000 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”) and 7,187,500 shares of the company’s Class B common stock, par value $0.0001 per share (the “Class B common stock”), of the registrant issued and outstanding.


		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021 (Audited)	3

	Condensed Statements of Operations for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	4

	Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	5

	Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	6

	Notes to Condensed Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23

Item 4.	Controls and Procedures	24

PART II – OTHER INFORMATION		25

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	27

SIGNATURES		28


	March 31, 2022		December 31, 2021
	(Unaudited)
Assets
Current assets:
Cash	$	185,667	$	549,993
Prepaid expenses		283,310		300,000
Total current assets		468,977		849,993

Investments held in Trust Account		287,598,643		287,569,685
Other non-current assets		—		4,932
Total assets	$	288,067,620	$	288,424,610

Liabilities, Redeemable Common Stock and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	83,158	$	123,116
Franchise tax payable		50,000		144,294
Total current liabilities		133,158		267,410

Warrant Liabilities		3,463,195		7,830,794
Deferred underwriters’ discount		10,062,500		10,062,500
Total liabilities		13,658,853		18,160,704

Commitments and Contingencies (Note 6)

Common stock subject to possible redemption, 28,750,000 shares at redemption value as of March 31, 2022 and December 31, 2021		287,500,000		287,500,000

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; 200,000,000 shares authorized		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding as of March 31, 2022 and December 31, 2021		719		719
Additional paid-in capital		—		—
Accumulated deficit		(13,091,952)		(17,236,813)
Total stockholders’ deficit		(13,091,233)		(17,236,094)
Total liabilities, redeemable common stock and stockholders’ deficit	$	288,067,620	$	288,424,610


	Three Months Ended
	March 31,
	2022		2021
Formation and operating costs	$	251,696	$	88,854
Loss from operations		(251,696)		(88,854)

Other income (expense)
Interest income earned on Trust		28,958		43,856
Unrealized gain on change in fair value of warrants		4,367,599		9,538,002
Warrant issuance costs		—		(701,643)
Total other income		4,396,557		8,880,215

Net income	$	4,144,861	$	8,791,361

Weighted average shares outstanding of Class A common stock		28,750,000		25,236,111
Basic and diluted net income per share, Class A common stock	$	0.12	$	0.27
Weighted average shares outstanding of Class B common stock		7,187,500		7,187,500
Basic and diluted net income per share, Class B common stock	$	0.12	$	0.27


	Common Stock						Additional				Total
	Class A			Class B			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance as of January 1, 2022	—	$	—	7,187,500	$	719	$	—	$	(17,236,813)	$	(17,236,094)

Net income	—		—	—		—		—		4,144,861		4,144,861

Balance as of March 31, 2022	—	$	—	7,187,500	$	719	$	—	$	(13,091,952)	$	(13,091,233)


	Common Stock						Additional		Retained Earnings		Total
	Class A			Class B			Paid-In		(Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit)		Deficit
Balance as of January 1, 2021	—	$	—	7,187,500	$	719	$	24,281	$	(71,932)	$	(46,932)

Excess of cash received over fair value of private placement warrants	—		—	—		—		981,483		—		981,483

Remeasurement of Class A common stock subject to possible redemption	—		—	—		—		(1,005,764)		(27,058,912)		(28,064,676)

Net income	—		—	—		—		—		8,791,361		8,791,361

Balance as of March 31, 2021	—	$	—	7,187,500	$	719	$	—	$	(18,339,483)	$	(18,338,764)


	For the Three Months Ended
	March 31,
	2022				2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	3,315,889	$	828,972	$	6,842,537	$	1,948,824

Denominator:

Weighted-average shares outstanding		28,750,000		7,187,500		25,236,111		7,187,500
Basic and diluted net income per share	$	0.12	$	0.12	$	0.27	$	0.27


Gross proceeds from IPO	$	287,500,000
Less:
Proceeds allocated to Public Warrants		(12,421,322)
Common stock issuance costs		(15,643,354)
Plus:
Remeasurement of carrying value to redemption value		28,064,676
Contingently redeemable common stock	$	287,500,000


Description	Level	March 31, 2022		December 31, 2021
Investment held in the Trust Account	1	$	287,598,643	$	287,569,685
Public Warrants	1	$	2,225,250	$	5,079,166
Private Placement Warrants	3	$	1,237,945	$	2,751,628


	At March 31, 2022			December 31, 2021
Stock price	$	9.8		$	10.0
Strike price	$	11.50		$	11.50
Term (in years)		5.39			5.52
Volatility		4.0	%		10.0	%
Risk-free rate		2.42	%		1.31	%
Dividend yield		0.0	%		0.0	%


Fair value as of December 31, 2021	$	2,751,628
Change in fair value		(1,513,683)
Fair Value at March 31, 2022	$	1,237,945

Exhibit No.		Description
31.1		Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
31.2		Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
32.1		Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**
32.2		Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline 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.

	KL Acquisition Corp

	By:	/s/ Doug Logigian
	Name:	Doug Logigian
	Title:	Chief Executive Officer
		(Principal Executive Officer)

SEC Form 10-Q filed by KL Acquisition Corp