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 June 30, 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 August 9, 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.

Table of Contents

PIONEER MERGER CORP.

Quarterly Report on Form 10-Q

Table of Contents

		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements	1

	Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	1

	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021	2

	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2022 and 2021	3

	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 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	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	24

PART II. OTHER INFORMATION		25

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	26

PART III		27

SIGNATURE		27

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

PIONEER MERGER CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30, 2022		December 31, 2021
		(unaudited)
Assets
Current assets:
Cash	$	12,299,046	$	13,726
Prepaid expenses		271,125		451,250
Total current assets		12,570,171		464,976
Cash and Investments held in Trust Account		403,021,727		402,538,932
Total Assets	$	415,591,898	$	403,003,908

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	102,151	$	7,210
Accrued expenses		742,500		4,999,194
Note payable - related party		—		375,000
Total current liabilities		844,651		5,381,404
Deferred underwriting commissions		14,087,500		14,087,500
Derivative warrant liabilities		2,011,670		13,075,830
Total liabilities		16,943,821		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 $10.01 and $10.00 per share as of June 30, 2022 and December 31, 2021, respectively		402,921,727		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 June 30, 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 June 30, 2022 and December 31, 2021		1,006		1,006
Additional paid-in capital		—		—
Accumulated deficit		(4,274,656)		(32,041,832)
Total shareholders’ deficit		(4,273,650)		(32,040,826)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	415,591,898	$	403,003,908

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

Table of Contents

PIONEER MERGER CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021

General and administrative expenses	$	561,223	$	675,043	$	858,051	$	1,038,239
Loss from operations		(561,223)		(675,043)		(858,051)		(1,038,239)

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		2,011,660		(12,607,330)		11,064,160		(4,023,500)
Offering costs - derivative warrant liabilities		—		—		—		(1,080,020)
Income from termination fee		—		—		17,500,000		—
Interest income from investments held in Trust Account		447,241		6,728		482,794		15,330
Net income (loss)	$	1,897,678	$	(13,275,645)	$	28,188,903	$	(6,863,429)

Weighted average shares outstanding of Class A ordinary shares - basic and diluted		40,250,000		40,250,000		40,250,000		37,803,867
Basic and diluted net income (loss) per share, Class A ordinary shares	$	0.04	$	(0.26)	$	0.56	$	(0.14)

Weighted average shares outstanding of Class B ordinary shares - basic and diluted		10,062,500		10,062,500		10,062,500		9,982,735
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.04	$	(0.26)	$	0.56	$	(0.14)

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

Table of Contents

PIONEER MERGER CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the Three and Six Months Ended June 30, 2022


	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)
Increase in Class A ordinary shares subject to possible redemption	—		—	—		—		—		(421,727)		(421,727)
Net income	—		—	—		—		—		1,897,678		1,897,678
Balance — June 30, 2022 (unaudited)	—	$	—	10,062,500	$	1,006	$	—	$	(4,274,656)	$	(4,273,650)

For the Three and Six Months Ended June 30, 2021


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — December 31, 2020	—	$	—	10,062,500	$	1,006	$	23,994	$	(35,012)	$	(10,012)
Accretion of Class A ordinary shares to redemption amount	—		—	—		—		(23,994)		(40,462,873)		(40,486,867)
Net income	—		—	—		—		—		6,412,216		6,412,216
Balance - March 31, 2021 (unaudited)	—	$	—	10,062,500	$	1,006	$	—	$	(34,085,669)	$	(34,084,663)
Net loss	—		—	—		—		—		(13,275,645)		(13,275,645)
Balance – June 30, 2021 (unaudited)	—	$	—	10,062,500	$	1,006	$	—	$	(47,361,314)	$	(47,360,308)

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

Table of Contents

PIONEER MERGER CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Six Months Ended June 30,
	2022		2021

Cash Flows from Operating Activities:
Net income (loss)	$	28,188,903	$	(6,863,429)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest income from investments held in Trust Account		(482,794)		(15,330)
Loss on excess of fair value over cash received for Private placement warrants		—		737,000
Change in fair value of derivative warrant liabilities		(11,064,160)		4,023,500
Offering costs - derivative warrant liabilities		—		1,080,020
Changes in operating assets and liabilities:
Prepaid expenses		180,124		(686,901)
Accounts payable		94,941		(25,324)
Accrued expenses		(4,186,694)		157,348
Net cash provided by (used in) operating activities		12,730,320		(1,593,116)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		—		(402,500,000)
Net cash used in investing activities		—		(402,500,000)

Cash Flows from Financing Activities:
Proceeds from note payable to related party		80,000		226,000
Repayment of note payable to related party		(455,000)		(141,388)
Proceeds received from initial public offering, gross		—		402,500,000
Proceeds received from private placement		—		10,050,000
Offering costs paid		(70,000)		(8,483,299)
Net cash (used in) provided by financing activities		(445,000)		404,151,313

Net change in cash		12,285,320		58,197

Cash — beginning of the period		13,726		—
Cash — end of the period	$	12,299,046	$	58,197

Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	$	—	$	70,000
Deferred underwriting commissions	$	—	$	14,087,500

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

Table of Contents

PIONEER MERGER CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Pioneer Merger Corp. (the “Company” or “Pioneer”) was incorporated as a Cayman Islands exempted company on October 21, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2022, the Company had not yet commenced operations. All activity for the period from October 21, 2020 through June 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination including the proposed Business Combination with Acorns (as defined below) that was terminated. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in trust from the proceeds of its Initial Public Offering.

The Company’s sponsor is Pioneer Merger Sponsor LLC, a Cayman limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated its Initial Public Offering of 40,250,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 5,250,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $402.5 million, and incurring offering costs of approximately $22.8 million, of which approximately $14.1 million was for deferred underwriting commissions (see Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 6,700,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $10.1 million (see Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, $405.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must com

SEC Form 10-Q filed by Pioneer Merger Corp.