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 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

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 November 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 September 30, 2022 (unaudited) and December 31, 2021	1

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

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

	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 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	24

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


	September 30, 2022		December 31, 2021
		(unaudited)
Assets
Current assets:
Cash	$	12,264,235	$	13,726
Prepaid expenses		135,563		451,250
Total current assets		12,399,798		464,976
Investments held in Trust Account		404,802,066		402,538,932
Total Assets	$	417,201,864	$	403,003,908

Liabilities, Class A Ordinary Shares Subject To Possible Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	132,886	$	7,210
Accrued expenses		705,383		4,999,194
Note payable - related party		—		375,000
Total current liabilities		838,269		5,381,404
Deferred underwriting commissions		14,087,500		14,087,500
Derivative warrant liabilities		804,670		13,075,830
Total liabilities		15,730,439		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 $10.05 and $10.00 per share as of September 30, 2022 and December 31, 2021, respectively		404,702,066		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 September 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 September 30, 2022 and December 31, 2021		1,006		1,006
Additional paid-in capital		—		—
Accumulated deficit		(3,231,647)		(32,041,832)
Total shareholders’ deficit		(3,230,641)		(32,040,826)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	417,201,864	$	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 September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021

General and administrative expenses	$	163,992	$	4,305,160	$	1,022,043	$	5,343,399
Loss from operations		(163,992)		(4,305,160)		(1,022,043)		(5,343,399)

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		1,207,000		9,589,500		12,271,160		5,566,000
Offering costs - derivative warrant liabilities		—		—		—		(1,080,020)
Income from termination fee		—		—		17,500,000		—
Interest income from investments held in Trust Account		1,780,340		13,456		2,263,134		28,786
Net income (loss)	$	2,823,348	$	5,297,796	$	31,012,251	$	(1,565,633)

Weighted average shares outstanding of Class A ordinary shares basic and diluted		40,250,000		40,250,000		40,250,000		38,090,244
Basic and diluted net income (loss) per share, Class A ordinary shares	$	0.06	$	0.11	$	0.62	$	(0.03)

Weighted average shares outstanding of Class B ordinary shares basic and diluted		10,062,500		10,062,500		10,062,500		10,009,615
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.06	$	0.11	$	0.62	$	(0.03)

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 Nine Months Ended September 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)
Increase in Class A ordinary shares subject to possible redemption	—		—	—		—		—		(1,780,339)		(1,780,339)
Net income	—		—	—		—		—		2,823,348		2,823,348
Balance – September 30, 2022 (unaudited)	—	$	—	10,062,500	$	1,006	$	—	$	(3,231,647)	$	(3,230,641)

For the Three and Nine Months Ended September 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)
Net income	—		—	—		—		—		5,297,796		5,297,796
Balance – September 30, 2021 (unaudited)	—	$	—	10,062,500	$	1,006	$	—	$	(42,063,518)	$	(42,062,512)

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

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PIONEER MERGER CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Nine Months Ended September 30,
	2022		2021

Cash Flows from Operating Activities:
Net income (loss)	$	31,012,251	$	(1,565,633)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Interest income from investments held in Trust Account		(2,263,134)		(28,786)
Loss on excess of fair value over cash received for Private Placement warrants		—		737,000

SEC Form 10-Q filed by Pioneer Merger Corp.