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 June 30, 2021

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

For the transition period from to

ONE EQUITY PARTNERS OPEN WATER I CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-39922

85-2827264

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

c/o OEP Open Water I Holdings LLC

510 Madison Avenue, 19th Floor

New York, New York

(Address Of Principal Executive Offices)

10022

(Zip Code)

(212) 277-1500

Registrant’s telephone number, including area code

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(s)	Name of each exchange on which registered
Units, each consisting of one Class A common share, $0.0001 par value, and one-fifth of one redeemable warrant	OEPW.U	Nasdaq Capital Market
Class A common shares included as part of the units	OEPW	Nasdaq Capital Market
Redeemable warrants included as part of the units	OEPW W	Nasdaq Capital Market

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 August 13, 2021, 34,500,000 shares of Class A common stock, par value $0.0001 per share, and 8,625,000 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

	Condensed Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020	1

	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2021 (Unaudited)	2

	Condensed Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2021 (Unaudited)	3

	Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited)	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	24

Item 4.	Controls and Procedures	24

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


	June 30, 2021		December 31, 2020
	(Unaudited)
Assets:
Current assets:
Cash	$	999,539	$	54,640
Prepaid expenses		1,070,421		—
Total current assets		2,069,960		54,640
Deferred offering costs		—		326,573
Investments held in Trust Account		345,027,301		—
Total Assets	$	347,097,261	$	381,213

Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable	$	410,000	$	—
Accrued expenses		110,000		252,320
Franchise tax payable		100,286		2,702
Note payable - related party		—		107,400
Total current liabilities		620,286		362,422
Derivative warrant liabilities		16,012,050		—
Deferred underwriting commissions		12,075,000		—
Total Liabilities		28,707,336		362,422

Commitments and Contingencies

Class A common stock, $0.0001 par value; 31,338,992 and 0 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively		313,389,920		—

Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 400,000,000 shares authorized; 3,161,008 and 0 shares issued and outstanding (excluding 31,338,992 and 0 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively		316		—
Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 8,625,000 shares issued and outstanding		863		863
Additional paid-in capital		3,855,161		24,137
Retained earnings (accumulated deficit)		1,143,665		(6,209)
Total stockholders’ equity		5,000,005		18,791
Total Liabilities and Stockholders’ Equity	$	347,097,261	$	381,213


	For the Three Months Ended		For the Six Months Ended
	June 30, 2021		June 30, 2021
General and administrative expenses	$	240,599	$	335,168
General and administrative expenses - related party		15,000		30,000
Franchise tax expense		49,315		97,584
Loss from operations		(304,914)		(462,752)
Other income (expense)
Offering costs associated with derivative warrant liabilities		—		(1,011,102)
Change in fair value of derivative warrant liabilities		(3,558,230)		10,904,700
Income from investments held in Trust Account		7,941		27,301
Net income (loss)	$	(3,855,203)	$	9,458,147

Weighted average shares outstanding of Class A common stock		34,500,000		34,500,000
Basic and diluted net income (loss) per share, Class A	$	0.00	$	0.00
Weighted average shares outstanding of Class B common stock		8,625,000		8,469,613
Basic and diluted net income (loss) per share, Class B	$	(0.45)	$	1.12


									Retained
	Common Stock								Earnings		Total
	Class A			Class B			Additional Paid-In		(Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit)		Equity
Balance — December 31, 2020	—	$	—	8,625,000	$	863	$	24,137	$	(6,209)	$	18,791
Sale of units in initial public offering, less derivative warrant liabilities, gross	34,500,000		3,450	—		—		327,516,550		—		327,520,000
Offering costs	—		—	—		—		(18,607,013)		—		(18,607,013)
Common stock subject to possible redemption	(31,724,512)		(3,173)	—		—		(308,933,674)		(8,308,273)		(317,245,120)
Net income	—		—	—		—		—		13,313,350		13,313,350
Balance – March 31, 2021 (unaudited)	2,775,488		277	8,625,000		863		—		4,998,868		5,000,008
Common stock subject to possible redemption	385,520		39	—		—		3,855,161		—		3,855,200
Net loss	—		—	—		—		—		(3,855,203)		(3,855,203)
Balance – June 30, 2021(Unaudited)	3,161,008	$	316	8,625,000	$	863	$	3,855,161	$	1,143,665	$	5,000,005


Cash Flows from Operating Activities:
Net income	$	9,458,147
Adjustments to reconcile net income to net cash used in operating activities:
Offering costs associated with derivative warrant liabilities		1,011,102
Change in fair value of derivative warrant liabilities		(10,904,700)
Income from investments held in Trust Account		(27,301)
Changes in operating assets and liabilities:
Prepaid expenses		(1,070,421)
Accounts payable		312,320
Accrued expenses		(212,320)
Franchise tax payable		97,585
Net cash used in operating activities		(1,335,588)

Cash Flows from Investing Activities
Cash deposited in Trust Account		(345,000,000)
Net cash used in investing activities		(345,000,000)

Cash Flows from Financing Activities:
Proceeds of note payable to related party		8,000
Repayment of note payable to related party		(120,400)
Proceeds received from initial public offering, gross		345,000,000
Proceeds received from private placement		9,436,750
Offering costs paid		(7,043,863)
Net cash provided by financing activities		347,280,487

Net increase in cash		944,899

Cash - beginning of the period		54,640
Cash - end of the period	$	999,539

Supplemental disclosure of noncash activities:
Offering costs included in accounts payable	$	346,493
Offering costs included in accrued expenses	$	70,000
Offering costs paid by related party under promissory note	$	5,000
Deferred underwriting commissions in connection with the initial public offering	$	12,075,000
Initial value of common stock subject to possible redemption, as revised	$	302,781,100
Change in value of Class A common stock subject to possible redemption	$	14,464,020


	For the Three Months		For the Six Months Ended
	Ended June 30,2021		June 30, 2021
Class A common stock
Numerator: Income allocable to Class A common stock
Income from investments held in Trust Account	$	7,941	$	27,301
Less: Company’s portion available to be withdrawn to pay taxes		(7,941)		(27,301)
Net income attributable to Class A common stock	$	—	$	—
Denominator: Weighted average Class A common stock
Basic and diluted weighted average shares outstanding, Class A common stock		34,500,000		34,500,000
Basic and diluted net income per share, Class A common stock	$	0.00	$	0.00
Class B common stock
Numerator: Net income (loss) minus net income allocable to Class A common stock
Net income (loss)	$	(3,855,203)	$	9,458,147
Net income allocable to Class A common stock		—		—
Net income (loss) attributable to Class B common stock	$	(3,855,203)	$	9,458,147
Denominator: weighted average Class B common stock
Basic and diluted weighted average shares outstanding, Class B common stock		8,625,000		8,469,613
Basic and diluted net loss per share, and Class B common stock	$	(0.45)	$	1.12


	Quoted Prices in Active		Significant Other		Significant Other
	Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury securities	$	345,027,301	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public warrants	$	10,350,000	$	—	$	—
Derivative warrant liabilities - Private placement warrants	$	—	$	5,662,050	$	—


	January 26, 2021
Exercise price	$	11.50
Stock price	$	9.49
Volatility		26.0	%
Term (years)		5.0
Risk-free rate		0.09% - 0.54	%


Derivative warrant liabilities at January 1, 2021	$	—
Issuance of Public and Private Warrants		26,916,750
Transfer of Public Warrants to Level 1		(17,480,000)
Transfer of Public Warrants to Level 2		(9,436,750)
Change in fair value of derivative warrant liabilities		—
Derivative warrant liabilities at March 31, 2021 and June 30, 2021	$	—

Exhibit Number		Description
31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 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


Dated: August 16, 2021	ONE EQUITY PARTNERS OPEN WATER I CORP.

	By:	/s/ R. Todd Bradley
	Name:	R. Todd Bradley
	Title:	Chief Executive Officer

SEC Form 10-Q filed by One Equity Partners Open Water I Corp.