UNITED 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 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

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: (857) 268-4429

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 May 13, 2022, 14,301,000 Class A ordinary shares, par value $0.0001 per share, and 3,450,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

	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 Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 and 2021	3

	Unaudited Condensed Statements of Cash Flows 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	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	21

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 from Registered Securities	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	24


	March 31, 2022		December 31, 2021
	(unaudited)
Assets
Current assets:
Cash	$	336,362	$	517,445
Prepaid expenses		344,017		395,794
Total current assets		680,379		913,239
Investments held in Trust Account		138,025,689		138,013,386
Total Assets	$	138,706,068	$	138,926,625

Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	42,506	$	1,927
Accrued expenses		55,408		53,208
Total current liabilities		97,914		55,135
Deferred underwriting commissions		4,830,000		4,830,000
Total liabilities		4,927,914		4,885,135

Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 479,000,000 shares authorized; 13,800,000 shares issued and outstanding at $10.00 per share at redemption as of March 31, 2022 and December 31, 2021		138,000,000		138,000,000

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of March 31, 2022 and December 31, 2021		—		—
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; 501,000 shares issued and outstanding (excluding 13,800,000 shares subject to possible redemption) as of March 31, 2022 and December 31, 2021		50		50
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,450,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021		345		345
Additional paid-in capital		—		—
Accumulated deficit		(4,222,241)		(3,958,905)
Total shareholders’ deficit		(4,221,846)		(3,958,510)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	138,706,068	$	138,926,625


	For the three months ended March 31,
	2022		2021
General and administrative expenses	$	275,639	$	284,042
Loss from operations		(275,639)		(284,042)

Income from investments held in Trust Account		12,303		2,987
Net loss	$	(263,336)	$	(281,055)

Basic and diluted weighted average shares outstanding, Class A ordinary shares		14,301,000		12,712,000
Basic and diluted net loss per ordinary share, Class A ordinary shares	$	(0.01)	$	(0.02)

Basic and diluted weighted average shares outstanding, Class B ordinary shares		3,450,000		3,000,000
Basic and diluted net loss per ordinary share, Class B ordinary shares	$	(0.01)	$	(0.02)


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - December 31, 2021	501,000	$	50	3,450,000	$	345	$	—	$	(3,958,905)	$	(3,958,510)
Net loss	—		—	—		—		—		(263,336)		(263,336)
Balance - March 31, 2022 (unaudited)	501,000	$	50	3,450,000	$	345	$	—	$	(4,222,241)	$	(4,221,846)


	For the three months				For the three months
	ended March 31, 2022				ended March 31, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(212,155)	$	(51,181)	$	(227,391)	$	(53,664)

Denominator:
Basic and diluted weighted average ordinary shares outstanding		14,301,000		3,450,000		12,712,000		3,000,000

Basic and diluted net loss per ordinary share	$	(0.01)	$	(0.01)	$	(0.02)	$	(0.02)


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		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Mutual funds invested in US Treasury securities	$	138,025,689	$	—	$	—


Exhibit No.		Description
3.1		Amended and Restated Memorandum and Articles of Association. (1)

4.1		Specimen Ordinary Share Certificate. (2)

4.2		Description of Securities. (3)

10.1		Investment Management Trust Agreement by and between the Registrant and Continental Stock Transfer & Trust Company. (1)

10.2		Registration and Shareholder Rights Agreement by and among the Registrant, the Sponsor, and the Holders signatory thereto. (1)

10.3		Private Placement Shares Purchase Agreement between the Registrant and the Sponsor. (1)

10.4		Letter Agreement by and among the Registrant, the Sponsor and each director and executive officer of the Registrant. (1)

14.1		Code of Conduct and Ethics. (3)

31.1*		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934.

31.2*		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934.

32.1**		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

32.2**		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


	OMEGA ALPHA SPAC

	By:	/s/ Otello Stampacchia
		Name: Otello Stampacchia
		Title: Chief Executive Officer


	By:	/s/ Francesco Draetta
		Name: Francesco Draetta
		Title: Chief Financial Officer


	For the three months ended March 31,
	2022		2021
Cash Flows from Operating Activities:
Net loss	$	(263,336)	$	(281,055)
Adjustments to reconcile net loss to net cash used in operating activities:
Income from investments held in Trust Account		(12,303)		(2,987)
Changes in operating assets and liabilities:
Prepaid expenses		51,777		(741,154)
Due from related party		—		(14,179)
Accounts payable		40,579		71,482
Accrued expenses		47,200		(4,583)
Net cash used in operating activities		(136,083)		(972,476)

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		(45,000)		(3,131,368)
Net cash provided by (used in) financing activities		(45,000)		139,780,267

Net change in cash		(181,083)		807,791

Cash - beginning of the period		517,445		—
Cash - end of the period	$	336,362	$	807,791

Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting commissions	$	—	$	4,830,000
Offering costs included in accrued expenses	$	—	$	45,000
Offering costs included in accounts payable	$	—	$	412

SEC Form 10-Q filed by Omega Alpha SPAC