10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

Commission File

No. 001-39501

Prime Impact Acquisition I

(Exact name of registrant as specified in its charter)


Cayman Islands		98-1554335
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

123 E San Carlos Street, Suite 12 San Jose, California		95112
(Address of principal executive offices)		(Zip Code)

(650)

825-6965

(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 Symbol(s)	Trading	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of a Warrant to acquire one Class A ordinary share	PIAI.U	The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	PIAI	The New York Stock Exchange
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	PIAI.W	The New York Stock Exchange

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.

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 11, 2022, there were 3,336,682 units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, and one third of a warrant to acquire one Class A ordinary share,

29,071,732

Class A ordinary shares,

8,102,103

Class B ordinary shares, par value $0.0001 per share, and

15,411,670

warrants, were issued and outstanding, respectively.


		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements		2

	Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021		2

	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2022 and 2021		3

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 and 2021		4

	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021		5

	Notes to Unaudited Condensed Financial Statements		6

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

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		26

SIGNATURES			28


	March 31, 2022			December 31, 2021
	(unaudited)
Assets
Current assets:
Cash	$	626,428		$	665,940
Prepaid expenses		73,750			110,626

Total current assets		700,178			776,566
Investments held in Trust Account		324,242,004			324,211,180

Total Assets	$	324,942,182		$	324,987,746

Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	488,099		$	327,477
Accrued expenses		215,936			159,535

Total current liabilities		704,035			487,012
Derivative warrant liabilities		3,965,742			8,922,920
Deferred underwriting commissions		11,342,945			11,342,945

Total Liabilities		16,012,722			20,752,877

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, $0.0001 par value; 32,408,414 shares issued and outstanding at $10.00 per share at redemption as of March 31, 2022 and December 31, 2021		324,142,004			324,084,140

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no non-redeemable shares issued or outstanding		—			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,102,103 shares issued and outstanding as of March 31, 2022 and December 31, 2021		810			810
Additional paid-in capital		—			—
Accumulated deficit		(15,213,354	)		(19,850,081	)

Total Shareholders’ Deficit		(15,212,544	)		(19,849,271	)

Total Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Deficit	$	324,942,182		$	324,987,746


	For the Three Months Ended March 31,
	2022			2021
General and administrative expenses	$	263,428		$	491,586
Administrative expenses - related party		30,000			30,000

Loss from operations		(293,428	)		(521,586	)

Other income (expense)
Change in fair value of derivative warrant liabilities		4,957,178			12,018,044
Interest income		17			46
Income from investments held in Trust Account		30,824			17,733

Net income	$	4,694,591		$	11,514,237
Deemed dividend - increase in redemption value of Class A ordinary shares subject to redemption		(57,864	)		—

Net income available to ordinary shareholders	$	4,636,727		$	11,514,237

Weighted average Class A ordinary shares outstanding, basic and diluted		32,408,414			32,408,414

Basic and diluted net income per Class A ordinary share	$	0.11		$	0.28

Weighted average Class B ordinary shares outstanding, basic and diluted		8,102,103			8,102,103

Basic and diluted net income per Class B ordinary share	$	0.11		$	0.28


	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2021		—	$	—		8,102,103	$	810	$	—	$	(19,850,081	)	$	(19,849,271	)
Net income		—		—		—		—		—		4,694,591			4,694,591
Deemed dividend - increase in redemption value of Class A ordinary shares subject to redemption		—		—		—		—		—		(57,864	)		(57,864	)

Balance - March 31, 2022		—	$	—		8,102,103	$	810	$	—	$	(15,213,354	)	$	(15,212,544	)


	March 31, 2022			December 31, 2021
Gross proceeds	$	324,084,140		$	324,084,140
Less:
Amount allocated to Public Warrants		(12,955,337	)		(12,955,337	)
Class A ordinary shares issuance costs		(17,680,825	)		(17,680,825	)
Plus:
Accretion of carrying value to redemption value		30,694,026			30,636,162

Class A ordinary shares subject to possible redemption	$	324,142,004		$	324,084,140


	As of March 31, 2022
Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	324,242,004	$	—	$	—
Liabilities:
Derivative warrant liabilities-Public warrants	$	2,592,673	$	—	$	—
Derivative warrant liabilities-Private placement warrants	$	—	$	—	$	1,373,069


	As of December 31, 2021
Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	324,211,180	$	—	$	—
Liabilities:
Derivative warrant liabilities-Public warrants	$	5,833,514	$	—	$	—
Derivative warrant liabilities-Private placement warrants	$	—	$	—	$	3,089,406


	March 31, 2022			December 31, 2021
Exercise price	$	11.50		$	11.50
Stock price	$	9.89		$	9.84
Volatility		3.6	%		9.3	%
Term		5.46			5.58
Risk-free rate		2.39	%		1.30	%
Dividend yield		0.0	%		0.0	%


	2022			2021
Level 3 derivative warrant liabilities at January 1,	$	3,089,406		$	9,096,584
Change in fair value of derivative warrant liabilities		(1,716,337	)		(4,348,053	)

Level 3 derivative warrant liabilities at March 31,	$	1,373,069		$	4,748,531


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

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


Dated: May 16, 2022	PRIME IMPACT ACQUISITION I

	By:	/s/ Michael Cordano
	Name:	Michael Cordano
	Title:	Co-Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Mark Long
	Name:	Mark Long
	Title:	Co-Chief Executive Officer and Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Prime Impact Acquisition I