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 quarterly period 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 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 November 21, 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.

Table of Contents

KL ACQUISITION CORP

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

TABLE OF CONTENTS


		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	3

	Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)	4

	Condensed Statements of Changes in Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)	5

	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 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	23

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26

Item 4.	Controls and Procedures	26

PART II – OTHER INFORMATION		28

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30

Item 3.	Defaults Upon Senior Securities	30

Item 4.	Mine Safety Disclosures	30

Item 5.	Other Information	30

Item 6.	Exhibits	31

SIGNATURES		32

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

KL ACQUISITION CORP

CONDENSED BALANCE SHEETS


	September 30, 2022		December 31, 2021
	(Unaudited)
Assets
Current assets:
Cash	$	19,995	$	549,993
Prepaid expenses		98,957		300,000
Total current assets		118,952		849,993

Cash and investments held in Trust Account		289,284,930		287,569,685
Other non-current assets		—		4,932
Total assets	$	289,403,882	$	288,424,610

Liabilities, Redeemable Common Stock and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	33,594	$	123,116
Accrued income tax payable		301,335		—
Franchise tax payable		150,000		144,294
Total current liabilities		484,929		267,410

Warrant Liabilities		738,975		7,830,794
Deferred underwriters’ discount		10,062,500		10,062,500
Total liabilities		11,286,404		18,160,704

Commitments and Contingencies (Note 6)

Common stock subject to possible redemption, 28,750,000 shares at redemption value of $10.04 and $10.00 per share as of September 30, 2022 and December 31, 2021		288,558,909		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 September 30, 2022 and December 31, 2021		719		719
Additional paid-in capital		—		—
Accumulated deficit		(10,442,150)		(17,236,813)
Total stockholders’ deficit		(10,441,431)		(17,236,094)
Total liabilities, redeemable common stock and stockholders’ deficit	$	289,403,882	$	288,424,610

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

Table of Contents

KL ACQUISITION CORP

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Operating costs	$	216,760	$	22,995	$	652,157	$	600,749
Loss from operations		(216,760)		(22,995)		(652,157)		(600,749)

Other income (expense):
Interest income earned on Trust		1,297,971		3,701		1,715,245		63,609
Change in fair value of warrant liabilities		1,471,608		3,203,728		7,091,819		8,547,301
Warrant issuance costs		—		—		—		(701,643)
Total other income, net		2,769,579		3,207,429		8,807,064		7,909,267
Income before provision for income taxes		2,552,819		3,184,434		8,154,907		7,308,518
Provision for income taxes		(262,074)		—		(301,335)		—
Net income	$	2,290,745	$	3,184,434	$	7,853,572	$	7,308,518

Weighted average shares outstanding of Class A common stock subject to possible redemption		28,750,000		28,750,000		28,750,000		27,486,264
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.06	$	0.09	$	0.22	$	0.21
Weighted average shares outstanding of Class B common stock		7,187,500		7,187,500		7,187,500		7,187,500
Basic and diluted net income per share, Class B common stock	$	0.06	$	0.09	$	0.22	$	0.21

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

Table of Contents

KL ACQUISITION CORP

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022


	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)

Remeasurement of common stock subject to possible redemption										(203,404)		(203,404)

Net income	—		—	—		—		—		1,417,966		1,417,966

Balance as of June 30, 2022	—		—	7,187,500		719	$	—		(11,877,390)

SEC Form 10-Q filed by KL Acquisition Corp