lgacu-10q_20210930.htm

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 September 30, 2021

☐	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 001-40035

LAZARD GROWTH ACQUISITION CORP. I

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		98-1571783
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)

30 Rockefeller Plaza New York, New York		10112
(Address of principal executive offices)		(zip code)

Registrant’s telephone number, including area code: (212) 632-6000

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 and one-fifth of one redeemable warrant	LGACU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	LGAC	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for one Class A ordinary share at an exercise price of $11.50 per share	LGACW	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, 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.

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 October 15, 2021, the registrant had 57,500,000 shares of Class A ordinary shares, $0.0001 par value per share, and 14,375,000 shares of Class B ordinary shares, par value $0.0001 per share issued and outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Balance Sheets	1
	Condensed Statements of Operations	2
	Condensed Statement of Cash Flows	3
	Condensed Statement of Changes in Shareholders’ Equity	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
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
Signatures		26

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

LAZARD GROWTH ACQUISITION CORP. I

Condensed Unaudited Balance Sheets

	September 30, 2021			December 31, 2020
ASSETS
Current assets:
Cash	$	55,637		$	25,000
Prepaid expenses		1,320,333			-
Total current assets		1,375,970			25,000
Other assets:
Cash held in Trust Account		575,021,845			-
Deferred offering costs		-			629,750
TOTAL ASSETS	$	576,397,815		$	654,750
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Promissory note payable	$	-		$	86,750
Related party loans		1,300,000			-
Accrued offering and formation costs		70,000			550,000
Accrued expenses and payable to affiliate		153,824			-
Total current liabilities		1,523,824			636,750
Other liabilities:
Warrants exercisable for Class A ordinary shares, at fair value		16,990,000			-
Deferred underwriting commissions		20,125,000			-
Total liabilities		38,638,824			636,750
Commitments and contingencies		-			-
Class A ordinary shares subject to possible redemption; 57,500,000 and 0 shares, respectively, at $10.00 per share		575,000,000			-
Shareholders' Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		-			-
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding not subject to possible redemption		-			-
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 14,375,000 shares issued and outstanding		1,438			1,438
Additional paid in capital		-			23,562
Retained earnings (accumulated deficit)		(37,242,447	)		(7,000	)
Total shareholders' equity		(37,241,009	)		18,000
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	576,397,815		$	654,750

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

LAZARD GROWTH ACQUISITION CORP. I

Condensed Unaudited Statements of Operations

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2021		2021
EXPENSES
General and administrative expenses	$	486,806	$	1,313,865
Total expenses		486,806		1,313,865
OTHER INCOME (EXPENSE)
Expensed offering costs		-		(714,494	)
Change in fair value of warrant liability		6,405,000		5,560,000
Interest on trust account		9,989		21,845
Total other income (expenses)		6,414,989		4,867,351
NET INCOME	$	5,928,183	$	3,553,486
Weighted average number of shares outstanding, redeemable Class A ordinary shares		57,500,000		48,653,846
Basic and diluted net income per share, redeemable Class A ordinary shares	$	0.08	$	0.06
Weighted average number of shares outstanding, non-redeemable ordinary shares		14,375,000		14,375,000
Basic and diluted net income per share, non-redeemable ordinary shares	$	0.08	$	0.06

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

LAZARD GROWTH ACQUISITION CORP. I

Condensed Unaudited Statement of Cash Flows

	Nine Months Ended
	September 30,
	2021
Cash Flows from Operating Activities:
Net Income	$	3,553,486
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liability		(5,560,000	)
Expensed offering costs		714,494
Interest on trust account		(21,845	)
(Increase) decrease in operating assets and increase (decrease) in operating liabilities:
Prepaid expenses		(1,320,333	)
Accrued expenses and payable to affiliates		153,824
Net Cash used in operating activities		(2,480,374	)
Investing Activities:
Cash placed in trust		(575,000,000	)
Cash used in investing activities		(575,000,000	)
Financing Activities:
Proceeds from sale of Initial Public Offering Units		575,000,000
Proceeds from sale of Private Placement Warrants		13,500,000
Payment of underwriting discount		(11,500,000	)
Payment of offering costs		(702,239	)
Proceeds from promissory note payable		100,833
Payment of promissory note payable		(187,583	)
Proceeds from related party loans		1,300,000
Net cash provided by financing activities		577,511,011
Net Change in Cash		30,637
Cash - Beginning of period		25,000
Cash - End of period	$	55,637
Non-cash investing and financing activities:
Deferred offering costs included in accrued offering and formation costs	$	70,000
Deferred underwriting commission	$	20,125,000

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

LAZARD GROWTH ACQUISITION CORP. I

Condensed Unaudited Statement of Changes in Shareholders’ Equity

For the nine months ended September 30, 2021

Additional

Retained

Earnings

Total

Class A Ordinary Shares

Class B Ordinary Shares

Paid in

(Accumulated

Shareholders'

Amount

Capital

Deficit)

Equity

Balance, December 31, 2020

14,375,000

1,438

23,562

SEC Form 10-Q filed by Lazard Growth Acquisition Corp. I