lgacu-10q_20220331.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 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 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 April 30, 2022, 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 as of March 31, 2022 (Unaudited) and December 31, 2021	1
	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2022 and 2021	2
	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021	3
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 and 2021	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	21
Item 4.	Controls and Procedures	22
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
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
Signatures		25

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

LAZARD GROWTH ACQUISITION CORP. I

Condensed Balance Sheets

	March 31, 2022			December 31, 2021
	(unaudited)			(audited)
ASSETS
Current assets:
Cash	$	215,296		$	660,069
Prepaid expenses		873,616			1,056,726
Total current assets		1,088,912			1,716,795
Other assets:
Cash held in Trust Account		575,077,770			575,033,252
TOTAL ASSETS	$	576,166,682		$	576,750,047
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Related party loans	$	2,000,000		$	2,000,000
Accrued expenses and payable to affiliate		3,947,392			3,997,673
Accrued offering and formation costs		-			70,000
Total current liabilities		5,947,392			6,067,673
Other liabilities:
Warrants exercisable for Class A ordinary shares, at fair value		10,955,000			18,015,000
Deferred underwriting commissions		20,125,000			20,125,000
Total liabilities		37,027,392			44,207,673
Commitments and contingencies		-			-
Class A ordinary shares subject to possible redemption; 57,500,000 and 57,500,000 shares authorized, issued and outstanding, respectively, at $10.00 per share		575,000,000			575,000,000

Shareholders' Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		-			-
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		-			-
Accumulated Deficit		(35,862,148	)		(42,459,064	)
Total shareholders' deficit		(35,860,710	)		(42,457,626	)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	576,166,682		$	576,750,047

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
	March 31,
	2022		2021
EXPENSES
General and administrative expenses	$	507,602	$	233,045
Total expenses		507,602		233,045
OTHER INCOME (EXPENSE)
Change in fair value of warrant liability		7,060,000		2,050,000
Interest on trust account		44,518		-
Expensed offering costs		-		(713,523	)
Total other income (expenses)		7,104,518		1,336,477
NET INCOME	$	6,596,916	$	1,103,432
Weighted average number of shares outstanding, redeemable Class A ordinary shares		57,500,000		30,666,667
Basic and diluted net income per share, redeemable Class A ordinary shares	$	0.09	$	0.02
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	$	0.09	$	0.02

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

LAZARD GROWTH ACQUISITION CORP. I

Condensed Unaudited Statements of Cash Flows

	Three Months Ended
	March 31,
	2022			2021
Cash Flows from Operating Activities:
Net Income	$	6,596,916		$	1,103,432
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liability		(7,060,000	)		(2,050,000	)
Expensed offering costs		-			713,523
Interest on trust account		(44,518	)
(Increase) decrease in operating assets and increase (decrease) in operating liabilities:
Prepaid expenses		183,110			(1,847,553	)
Accrued expenses and payable to affiliates		(50,281	)		-
Accrued offering and formation costs		(70,000	)		-
Net Cash used in operating activities		(444,773	)		(2,080,598	)
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		-			(178,096	)
Proceeds from promissory note payable		-			100,833
Payment of promissory note payable		-			(187,583	)
Proceeds from related party loans		-			690,000
Net cash provided by financing activities		-			577,425,154
Net Change in Cash		(444,773	)		344,556
Cash - Beginning of period		660,069			25,000
Cash - End of period	$	215,296		$	369,556
Non-cash investing and financing activities:
Deferred offering costs included in accrued offering and formation costs	$	-		$	550,000
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 Statements of Changes in Shareholders’ Deficit

For the three months ended March 31, 2022 and March 31, 2021

									Additional					Total
	Class A Ordinary Shares				Class B Ordinary Shares				Paid in		Accumulated			Shareholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2021		-	$	-		14,375,000	$	1,438	$	-	$	(42,459,064	)	$	(42,457,626	)
Net Income		-		-		-		-		-		6,596,916			6,596,916
Balance, March 31, 2022		-	$	-		14,375,000	$	1,438	$	-	$	(35,862,148	)	$	(35,860,710	)

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