11UNITED 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, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

OMEGA ALPHA SPAC

(Exact name of registrant as specified in its charter)


Cayman Islands	001-039840	98-1566615
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)




888 Boylston Street, Suite 1111 Boston, MA		02199
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 502-6530

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Class A ordinary shares, $0.0001 par value per share	OMEG	The NASDAQ Capital 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.



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 10, 2021, 14,301,000 shares of Class A ordinary shares, par value $0.0001 per share, and 3,450,000 shares of Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	3

	Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	3

	Unaudited Condensed Statements of Operations for The Three and Nine Months Ended September 30, 2021	4

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

	Unaudited Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2021	6

	Notes to Unaudited Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	23

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27


	September 30, 2021		December 31, 2020
	(Unaudited)
Assets
Current assets:
Cash	$	641,554	$	—
Prepaid expenses		506,509		—
Due from related party, net		1,063		—
Total current assets		1,149,126		—
Investments held in Trust Account		138,009,907		—
Deferred offering costs associated with the initial public offering		—		399,211
Total Assets	$	139,159,033	$	399,211

Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	37,511	$	265,256
Accrued expenses		70,000		43,047
Note payable - related party		—		98,365
Total current liabilities		107,511		406,668
Deferred underwriting commissions		4,830,000		—
Total liabilities		4,937,511		406,668

Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 479,000,000 shares authorized; 13,800,000 and -0- shares issued and outstanding at $10.00 per share at redemption as of September 30, 2021 and December 31, 2020, respectively		138,000,000		—

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2021 and December 31, 2020		—		—
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; 501,000 and -0- shares issued and outstanding (excluding 13,800,000 and -0- shares subject to possible redemption) as of September 30, 2021 and December 31, 2020, respectively		50		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,450,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020		345		345
Additional paid-in capital		—		24,655
Accumulated deficit		(3,778,873)		(32,457)
Total shareholders’ deficit		(3,778,478)		(7,457)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	$	139,159,033	$	399,211


	Three Months Ended		Nine Months Ended
	September 30, 2021		September 30, 2021
General and administrative expenses	$	173,653	$	661,605
Loss from operations		(173,653)		(661,605)

Income from investments held in Trust Account		3,479		9,907
Net loss	$	(170,174)	$	(651,698)

Basic and diluted weighted average shares outstanding, Class A ordinary shares		14,301,000		13,777,154
Basic and diluted net loss per ordinary share, Class A ordinary shares	$	(0.01)	$	(0.04)

Basic and diluted weighted average shares outstanding, Class B ordinary shares		3,450,000		3,433,516
Basic and diluted net loss per ordinary share, Class B ordinary shares	$	(0.01)	$	(0.04)


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders'
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - December 31, 2020	—	$	—	3,450,000	$	345	$	24,655	$	(32,457)	$	(7,457)
Sale of private placement shares to Sponsor in private placement	501,000		50	—		—		5,009,950		—		5,010,000
Accretion of Class A ordinary shares subject to redemption	—		—	—		—		(5,034,605)		(3,094,718)		(8,129,323)
Net loss	—		—	—		—		—		(281,055)		(281,055)
Balance - March 31, 2021 (unaudited)	501,000	$	50	3,450,000	$	345	$	—	$	(3,408,230)	$	(3,407,835)
Net loss	—		—	—		—		—		(200,469)		(200,469)
Balance – June 30, 2021 (unaudited)	501,000		50	3,450,000		345		—		(3,608,699)		(3,608,304)
Net loss	—		—	—		—		—		(170,174)		(170,174)
Balance – September 30, 2021 (unaudited)	501,000	$	50	3,450,000	$	345	$	—	$	(3,778,873)	$	(3,778,478)


Cash Flows from Operating Activities:
Net loss	$	(651,698)
Adjustments to reconcile net loss to net cash used in operating activities:
Income from investments held in Trust Account		(9,907)
Changes in operating assets and liabilities:
Prepaid expenses		(506,509)
Due from related party		(1,063)
Accounts payable		35,459
Accrued expenses		(4,583)
Net cash used in operating activities		(1,138,301)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		(138,000,000)
Net cash used in investing activities		(138,000,000)


Cash Flows from Financing Activities:
Proceeds from note payable to related party		46,209
Payment of note payable to related party		(144,574)
Proceeds received from initial public offering, gross		138,000,000
Proceeds received from private placement		5,010,000
Offering costs paid		(3,131,780)
Net cash provided by financing activities		139,779,855

Net change in cash		641,554

Cash - beginning of the period		—
Cash - end of the period	$	641,554

Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accrued expenses	$	70,000
Reversal of offering costs included in accrued expenses in prior year	$	(38,464)
Deferred underwriting commissions	$	4,830,000


	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(137,100)	$	(33,074)	$	(521,685)	$	(130,013)

Denominator:
Basic and diluted weighted average ordinary shares outstanding		14,301,000		3,450,000		13,777,154		3,433,516

Basic and diluted net loss per ordinary share	$	(0.01)	$	(0.01)	$	(0.04)	$	(0.04)


Gross proceeds	$	138,000,000
Less:
Class A ordinary shares issuance costs		(8,129,323)
Plus:
Accretion of carrying value to redemption value		8,129,323
Class A ordinary shares subject to possible redemption	$	138,000,000


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Mutual funds invested in US Treasury securities	$	138,009,907		—		—


Exhibit Number		Description
31.1*		Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

31.2*		Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

32.1**		Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

32.2**		Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

	By:	/s/ Otello Stampacchia
	Name:	Otello Stampacchia
	Title:	Chief Executive Officer and Chairman of the Board of Directors
		(Principal Executive Officer)

	By:	/s/ Francesco Draetta
	Name:	Francesco Draetta
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Omega Alpha SPAC