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 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

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 November 14, 2022, 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.

Table of Contents

ONE EQUITY PARTNERS OPEN WATER I CORP.

Form 10-Q

For the Quarter Ended September 30, 2022

Table of Contents


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

	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’ Deficit for the Three and Nine Months Ended September 30, 2022 and 2021	3

	Unaudited Condensed Statements 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	25

Item 4.	Controls and Procedures	25

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

	Signatures	28

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

ONE EQUITY PARTNERS OPEN WATER I CORP.

CONDENSED BALANCE SHEETS


	September 30, 2022		December 31, 2021
	(Unaudited)
Assets:
Current assets:
Cash	$	291,558	$	907,893
Prepaid expenses		701,102		908,774
Total current assets		992,660		1,816,667
Investments held in Trust Account		346,289,593		345,043,249
Total Assets	$	347,282,253	$	346,859,916

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit:
Current liabilities:
Accounts payable	$	457,206	$	423,124
Accrued expenses		364,240		392,423
Income tax payable		198,175		—
Franchise tax payable		62,842		200,000
Total current liabilities		1,082,463		1,015,547
Derivative warrant liabilities		1,601,210		10,140,970
Deferred underwriting commissions		12,075,000		12,075,000
Total liabilities		14,758,673		23,231,517

Commitments and Contingencies

Class A common stock subject to possible redemption, $0.0001 par value; 34,500,000 shares at redemption value of approximately $10.02 and $10.00 per share as of September 30, 2022 and December 31, 2021, respectively		345,648,217		345,000,000

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2022 and December 31, 2021		—		—
Class A common stock, $0.0001 par value; 400,000,000 shares authorized; no non-redeemable shares issued and outstanding as of September 30, 2022 and December 31, 2021		—		—
Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 8,625,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021		863		863
Additional paid-in capital		—		—
Accumulated deficit		(13,125,500)		(21,372,464)
Total stockholders’ deficit		(13,124,637)		(21,371,601)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	$	347,282,253	$	346,859,916

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

Table of Contents

ONE EQUITY PARTNERS OPEN WATER I CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For The Three Months Ended September 30,				For The Nine Months Ended September 30,
	2022		2021		2022		2021
General and administrative expenses	$	142,318	$	69,428	$	504,547	$	404,596
General and administrative expenses - related party		15,000		15,000		45,000		45,000
Franchise tax expense		50,000		49,863		143,201		147,447
Loss from operations		(207,318)		(134,291)		(692,748)		(597,043)
Other income (expenses):
Offering costs associated with derivative warrant liabilities		—		—		—		(1,011,102)
Change in fair value of derivative warrant liabilities		355,820		4,625,700		8,539,760		15,530,400
Income from investments held in Trust Account		1,081,492		7,374		1,246,344		34,675
Income before income taxes		1,229,994		4,498,783		9,093,356		13,956,930
Income tax expense		(216,046)		—		(198,175)		—
Net income	$	1,013,948	$	4,498,783	$	8,895,181	$	13,956,930

Weighted average shares outstanding of Class A common stock, basic and diluted		34,500,000		34,500,000		34,500,000		31,340,659
Basic and diluted net income per share, Class A common stock	$	0.02	$	0.10	$	0.21	$	0.35
Weighted average shares outstanding of Class B common stock, basic		8,625,000		8,625,000		8,625,000		8,521,978
Weighted average shares outstanding of Class B common stock, diluted		8,625,000		8,625,000		8,625,000		8,625,000
Basic net income per share, Class B common stock	$	0.02	$	0.10	$	0.21	$	0.35
Diluted net income per share, Class B common stock	$	0.02	$	0.10	$	0.21	$	0.35

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

Table of Contents

ONE EQUITY PARTNERS OPEN WATER I CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022


	Common Stock						Additional				Total
	Class A			Class B			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — December 31, 2021	—	$	—	8,625,000	$	863	$	—	$	(21,372,464)	$	(21,371,601)
Net income	—		—	—		—		—		4,090,620		4,090,620
Balance — March 31, 2022	—		—	8,625,000		863		—		(17,281,844)		(17,280,981)
Net income	—		—	—		—		—		3,790,613		3,790,613
Balance - June 30, 2022	—		—	8,625,000		863		—		(13,491,231)		(13,490,368)
Increase in redemption value of Class A common stock subject to possible redemption	—		—	—		—		—		(648,217)		(648,217)
Net income	—		—	—		—		—		1,013,948		1,013,948
Balance – September 30, 2022	—	$	—	8,625,000	$	863	$	—	$	(13,125,500)	$	(13,124,637)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021


	Common Stock						Additional				Total
	Class A			Class B			Paid-In		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - December 31, 2020	—	$	—	8,625,000	$	863	$	24,137	$	(6,209)	$	18,791
Accretion of Class A common stock subject to possible redemption amount	—		—	—		—		(24,137)		(36,062,876)		(36,087,013)
Net income	—		—	—		—		—		13,313,350		13,313,350
Balance - March 31, 2021	—		—	8,625,000		863		—		(22,755,735)		(22,754,872)
Net loss	—		—	—		—		—		(3,855,203)		(3,855,203)
Balance - June 30, 2021	—		—	8,625,000		863		—		(26,610,938)		(26,610,075)
Net income	—		—	—		—		—		4,498,783		4,498,783
Balance - September 30, 2021	—	$	—	8,625,000	$	863	$	—	$	(22,112,155)	$	(22,111,292)

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

Table of Contents

ONE EQUITY PARTNERS OPEN WATER I CORP.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


	For The Nine Months Ended
	September 30,
	2022		2021
Cash Flows from Operating Activities:
Net income	$	8,895,181	$	13,956,930
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		(8,539,760)		(15,530,400)
Income from investments held in Trust Account		(1,246,344)		(34,675)
Changes in operating assets and liabilities:
Prepaid expenses		207,672		(986,289)
Accounts payable		34,082		309,547
Accrued expenses		(28,183)		(252,320)
Income tax payable		198,175		—
Franchise tax payable		(137,158)		147,448
Net cash used in operating activities		(616,335)		(1,378,657)

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 change in cash		(616,335)		901,830

Cash - beginning of the period		907,893		54,640
Cash - end of the period	$	291,558	$	956,470

Supplemental disclosure of noncash financing activities:

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