moncu-10q_20220930.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

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 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 November 14, 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 SEPTEMBER 30, 2022

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1.	Financial Statements
	Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	1
	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2022 and 2021	2
	Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2022 and 2021	3
	Unaudited Condensed Statement of Cash Flows for the nine months ended September 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		23
Item 1.	Legal Proceedings	23
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	25
Item 5.	Other Information	25
Item 6.	Exhibits	25
Signatures		26

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MONUMENT CIRCLE ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	September 30, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current assets
Cash	$	141,499		$	607,255
Prepaid expenses		110,729			173,519
Total current assets		252,228			780,774
Investments held in Trust Account		251,145,869			250,023,702
Total assets	$	251,398,097		$	250,804,476
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	513,286		$	468,737
Promissory note - related party		300,000			—
Total current liabilities		813,286			468,737
Warrant liabilities		1,169,025			9,947,605
Deferred underwriting fee payable		8,750,000			8,750,000
Total liabilities		10,732,311			19,166,342
Commitments and contingencies
Class A common stock subject to possible redemption, 25,000,000 shares at $10.04 and $10.00 redemption value at September 30, 2022 and December 31, 2021		251,115,869			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; no non-redeemable shares issued or outstanding at September 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 September 30, 2022 and December 31, 2021		625			625
Accumulated deficit		(10,450,708	)		(18,362,491	)
Total stockholders’ deficit		(10,450,083	)		(18,361,866	)
Total liabilities and stockholders’ deficit	$	251,398,097		$	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 September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
General and administrative expenses	$	202,697		$	224,101		$	888,572		$	806,946
Loss from operations		(202,697	)		(224,101	)		(888,572	)		(806,946	)
Other income (expense):
Change in fair value of warrant liabilities		780,975			3,151,300			8,778,580			7,131,300
Transaction costs allocated to warrant liabilities		—			—			—			(683,466	)
Interest earned on investments held in Trust Account		1,102,594			6,302			1,442,365			17,399
Other income, net		1,883,569			3,157,602			10,220,945			6,465,233
Income before provision for income taxes		1,680,872			2,933,501			9,332,373			5,658,287
Provision for income taxes		263,379			—			304,721			—
Net income	$	1,417,493		$	2,933,501		$	9,027,652		$	5,658,287

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