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 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

Commission File No. 001-39867

PIONEER MERGER CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1563709
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)




667 Madison Avenue, 19th Floor New York, New York		10065
(Address of principal executive offices)		(Zip Code)

(212) 803-9080

(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 one consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	PACXU	The Nasdaq Capital Market
Class A ordinary shares included as part of the units	PACX	The Nasdaq Capital Market
Redeemable warrants included as part of the units	PACXW	The 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, a 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 12, 2022, a total of 40,250,000 shares of Class A ordinary shares, par value $0.0001 per share, and a total of 10,062,500 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements

	Condensed Consolidated Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021	1

	Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021	2

	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 and 2021	3

	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021	4

	Notes to Unaudited Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

PART II. OTHER INFORMATION		26

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

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


	March 31, 2022		December 31, 2021
		(unaudited)
Assets
Current assets:
Cash	$	12,502,115	$	13,726
Prepaid expenses		406,688		451,250
Total current assets		12,908,803		464,976
Investments held in Trust Account		402,574,486		402,538,932
Total Assets	$	415,483,289	$	403,003,908

Liabilities, Class A Ordinary Shares Subject To Possible Redemption and Shareholders' Deficit
Current liabilities:
Accounts payable	$	147,865	$	7,210
Accrued expenses		444,195		4,999,194
Note payable - related party		—		375,000
Due to related party		30,000		—
Total current liabilities		622,060		5,381,404
Deferred underwriting commissions		14,087,500		14,087,500
Derivative warrant liabilities		4,023,330		13,075,830
Total liabilities		18,732,890		32,544,734

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, $0.0001 par value; 40,250,000 shares at redemption value of $10.00 per share as of March 31, 2022 and December 31, 2021		402,500,000		402,500,000

Shareholders' Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued or outstanding as of March 31, 2022 and December 31, 2021		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 10,062,500 shares issued and outstanding as of March 31, 2022 and December 31, 2021		1,006		1,006
Additional paid-in capital		—		—
Accumulated deficit		(5,750,607)		(32,041,832)
Total shareholders' deficit		(5,749,601)		(32,040,826)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	$	415,483,289	$	403,003,908


	For the Three Months Ended March 31,
	2022		2021

General and administrative expenses	$	266,828	$	363,196
General and administrative expenses - related party		30,000		—
Loss from operations		(296,828)		(363,196)

Other income (expenses)
Loss on excess of fair value over cash received for Private Placement warrants		—		(737,000)
Change in fair value of derivative warrant liabilities		9,052,500		8,583,830
Offering costs - derivative warrant liabilities		—		(1,080,020)
Income from termination fee		17,500,000		—
Interest income from investments held in Trust Account		35,553		8,602
Net income	$	26,291,225	$	6,412,216

Weighted average shares outstanding of Class A ordinary shares basic and diluted		40,250,000		35,330,556
Basic and diluted net income per share, Class A ordinary shares	$	0.52	$	0.14

Weighted average shares outstanding of Class B ordinary shares - basic		10,062,500		9,902,083
Weighted average shares outstanding of Class B ordinary shares - diluted		10,062,500		10,062,500
Basic and diluted net income per share, Class B ordinary shares	$	0.52	$	0.14



	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders'
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — December 31, 2021	—	$	—	10,062,500	$	1,006	$	—	$	(32,041,832)	$	(32,040,826)
Net income	—		—	—		—		—		26,291,225		26,291,225
Balance — March 31, 2022 (unaudited)	—	$	—	10,062,500	$	1,006	$	—	$	(5,750,607)	$	(5,749,601)


	For the Three Months Ended				For the Three Months Ended
	March 31, 2022				March 31, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income - Basic	$	21,032,980	$	5,258,245	$	5,008,489	$	1,403,727
Allocation of net income - Diluted	$	21,032,980	$	5,258,245	$	4,990,789	$	1,421,427

Denominator:
Basic weighted average ordinary shares outstanding		40,250,000		10,062,500		35,330,556		9,902,083
Effect of dilutive securities		—		—		—		160,417
Diluted weighted average ordinary shares outstanding		40,250,000		10,062,500		35,330,556		10,062,500
Basic and Diluted net income per ordinary share	$	0.52	$	0.52	$	0.14	$	0.14


Gross Proceeds	$	402,500,000
Less:
Proceeds allocated to Public Warrants		(18,783,330)
Class A ordinary shares issuance costs		(21,703,537)
Plus:
Accretion of carrying value to redemption value		40,486,867
Class A ordinary shares subject to possible redemption	$	402,500,000

SEC Form 10-Q filed by Pioneer Merger Corp.