moncu-10q_20220630.htm

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

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: 001-39876

___________________________________________

Monument Circle Acquisition Corp.

(Exact name of Registrant as specified in its Charter)

___________________________________________

Delaware

85-3252655

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

One EMMIS Plaza, 40 Monument Circle, Suite 700

Indianapolis, IN 46204

(Address of principal executive offices and zip code)

(317) 266-0100

(Registrant’s telephone number, including area code)

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-half of one warrant	MONCU	Nasdaq Capital Market
Shares of Class A common stock	MON	Nasdaq Capital Market
Warrants included as part of the units	MONCW	Nasdaq Capital Market

Indicate by check mark 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 25,000,000 shares of Class A common stock, $0.0001 par value, and 6,250,000 shares of Class B common stock, $0.0001 par value, issued and outstanding.

MONUMENT CIRCLE ACQUISITION CORP.

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
	Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2022 and 2021	2
	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2022 and 2021	3
	Unaudited Condensed Statement of Cash Flows for the six months ended June 30, 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	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
Part II. Other Information		24
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

MONUMENT CIRCLE ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	June 30, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current assets
Cash	$	19,320		$	607,255
Prepaid expenses		205,206			173,519
Total current assets		224,526			780,774
Investments held in Trust Account		250,290,005			250,023,702
Total assets	$	250,514,531		$	250,804,476
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	266,238		$	468,737
Promissory note - related party		300,000			—
Total current liabilities		566,238			468,737
Warrant liabilities		1,950,000			9,947,605
Deferred underwriting fee payable		8,750,000			8,750,000
Total liabilities		11,266,238			19,166,342
Commitments and contingencies
Class A common stock subject to possible redemption, 25,000,000 shares at $10.00 redemption value at June 30, 2022 and December 31, 2021		250,063,275			250,000,000
Stockholders’ deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—			—
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; none issued or outstanding (excluding 25,000,000 shares subject to possible redemption at June 30, 2022 and December 31, 2021)		—			—
Class B common stock, $0.0001 par value; 60,000,000 shares authorized; 6,250,000 shares issued and outstanding at June 30, 2022 and December 31, 2021		625			625
Accumulated deficit		(10,815,607	)		(18,362,491	)
Total stockholders’ deficit		(10,814,982	)		(18,361,866	)
Total liabilities and stockholders’ deficit	$	250,514,531		$	250,804,476

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

MONUMENT CIRCLE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
General and administrative expenses	$	417,405		$	330,060		$	685,875		$	582,845
Loss from operations		(417,405	)		(330,060	)		(685,875	)		(582,845	)
Other income (expense):
Change in fair value of warrant liabilities		2,432,350			(4,541,500	)		7,997,605			3,980,000
Transaction costs allocated to warrant liabilities		—			—			—			(683,466	)
Interest earned on investments held in Trust Account		317,483			6,233			339,771			11,097
Other income (expense), net		2,749,833			(4,535,267	)		8,337,376			3,307,631
Income (loss) before provision for income taxes		2,332,428			(4,865,327	)		7,651,501			2,724,786
Provision for income taxes		41,342			—			41,342			—
Net income (loss)	$	2,291,086		$	(4,865,327	)	$	7,610,159		$	2,724,786

Basic weighted average shares outstanding of Class A common stock		25,000,000			25,000,000			25,000,000			22,375,691
Basic net income (loss) per common share, Class A common stock	$	0.07		$	(0.16	)	$	0.24		$	0.10
Basic weighted average shares outstanding of Class B common stock		6,250,000			6,250,000			6,250,000			6,166,022
Basic net income (loss) per common share, Class B common stock	$	0.07		$	(0.16	)	$	0.24		$	0.10

Diluted weighted average shares outstanding of Class A common stock		25,000,000			25,000,000			25,000,000			22,375,691
Diluted net income (loss) per common share, Class A common stock	$	0.07		$	(0.16	)	$	0.24		$	0.10
Diluted weighted average shares outstanding of Class B common stock		6,250,000			6,250,000			6,250,000			6,250,000
Diluted net income (loss) per common share, Class B common stock	$	0.07		$	(0.16	)	$	0.24		$	0.10

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

MONUMENT CIRCLE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the three and six months ended June 30, 2022

Class B Common Stock

Additional

Paid- in

Accumulated

Total

Stockholders’

SEC Form 10-Q filed by Monument Circle Acquisition Corp.