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. 001-41142

SCULPTOR ACQUISITION CORP I

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1590223
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9 West 57th Street, 39th Floor New York, NY		10019
(Address of principal executive offices)		(Zip Code)

(212) 790-0000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, 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 ordinary share, $0.0001 par value, and one-half of one redeemable warrant	SCUA.U	New York Stock Exchange
Class A ordinary shares included as part of the units	SCUA	New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	SCUA WS	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.

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 9, 2022, there were 23,000,000 Class A ordinary shares, $0.0001 par value, and 5,750,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

SCULPTOR ACQUISITION CORP I

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2022

Table of Contents

			Page No.
	PART I. FINANCIAL INFORMATION

Item 1.		Financial Statements	3

		Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021	3

		Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2022 and the period from March 8, 2021 (inception) through March 31, 2021	4

		Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 and the period from March 8, 2021 (inception) through March 31, 2021	5

		Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and the period from March 8, 2021 (inception) through March 31, 2021	6

		Notes to Unaudited Condensed Financial Statements	7

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

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	26

Item 3.		Defaults Upon Senior Securities	26

Item 4.		Mine Safety Disclosures	27

Item 5.		Other Information	27

Item 6.		Exhibits	27

	SIGNATURES

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Quarterly Report on Form 10-Q (this “Form 10-Q”) may constitute “forward-looking statements.” Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Form 10-Q include, for example, statements about:

•

our ability to select an appropriate target business or businesses;

•

our ability to complete our initial business combination;

•

our expectations around the performance of a prospective target business or businesses;

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

•

our potential ability to obtain additional financing to complete our initial business combination;

•

our pool of prospective target businesses;

•

our ability to consummate an initial business combination due to the continued uncertainty resulting from the COVID-19 pandemic;

•

the ability of our officers and directors to generate a number of potential business combination opportunities;

•

our public securities’ potential liquidity and trading;

•

the lack of a market for our securities;

•

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

•

the trust account not being subject to claims of third parties; or

•

our financial performance following our initial public offering.

The forward-looking statements contained in this Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

	March 31, 2022			December 31, 2021
	(unaudited)
Assets
Current assets:
Cash	$	-		$	941,792
Prepaid expenses		1,027,167			23,767
Total current assets		1,027,167			965,559
Investments held in Trust Account		234,623,027			234,600,723
Total Assets	$	235,650,194		$	235,566,282

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit
Current liabilities:
Accounts payable	$	183,195		$	6,000
Accrued expenses		35,475			157,111
Total current liabilities		218,670			163,111
Working capital loan - related party		224,260			-
Derivative warrant liabilities		6,810,000			15,140,000
Deferred underwriting fees		8,050,000			8,050,000
Total Liabilities		15,302,930			23,353,111

Commitments and Contingencies (Note 6)

Class A ordinary shares; 23,000,000 shares subject to possible redemption at $10.20 per share		234,600,000			234,600,000

Shareholders' Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		-			-
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued or outstanding		-			-
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding		575			575
Additional paid-in capital		-			-
Accumulated deficit		(14,253,311	)		(22,387,404	)
Total Shareholders' Deficit		(14,252,736	)		(22,386,829	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	$	235,650,194		$	235,566,282

	For the Three Months Ended March 31, 2022			For the Period from March 8, 2021 (inception) through March 31, 2021

General and administrative expenses	$	343,758		$	26,918
Loss from operations		(343,758	)		(26,918	)

Other income (expenses):
Change in fair value of derivative warrant liabilities		8,330,000			-
Change in fair value of working capital loan - related party		125,547			-
Income from investments held in Trust Account		22,304			-
Total other income		8,477,851			-

Net income (loss)	$	8,134,093		$	(26,918	)

Weighted average Class A ordinary shares subject to possible redemption, basic and diluted		23,000,000			-
Basic and diluted net income (loss) per ordinary share, Class A ordinary shares subject to possible redemption	$	0.28		$	-
Weighted average Class B ordinary shares, basic and diluted		5,750,000			3,695,652
Basic and diluted net income (loss) per ordinary share, Class B ordinary shares	$	0.28		$	(0.01	)

	For the Three Months Ended March 31, 2022
					Additional					Total
	Class B Ordinary Shares				Paid-in		Accumulated			Shareholders'
	Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2021		5,750,000	$	575	$	-	$	(22,387,404	)	$	(22,386,829	)
Net income		-		-		-		8,134,093			8,134,093
Balance - March 31, 2022 (unaudited)		5,750,000	$	575	$	-	$	(14,253,311	)	$	(14,252,736	)

	For the Period from March 8, 2021 (inception) through March 31, 2021
					Additional					Total
	Class B Ordinary Shares				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance - March 8, 2021 (inception)		-	$	-	$	-	$	-		$	-
Issuance of Class B ordinary shares to Sponsor		5,750,000		575		24,425		-			25,000
Net loss		-		-		-		(26,918	)		(26,918	)
Balance - March 31, 2021 (unaudited)		5,750,000	$	575	$	24,425	$	(26,918	)	$	(1,918	)

	For the Three Months Ended March 31, 2022			For the Period from March 8, 2021 (inception) through March 31, 2021

Cash Flows from Operating Activities:
Net income (loss)	$	8,134,093		$	(26,918	)
Adjustments to reconcile net income to net cash loss used in operating activities:
General and administrative expenses paid in exchange for issuance of Class B ordinary shares to Sponsor		-			25,000
General and administrative expenses paid by Sponsor under working capital loan		10,243			-
Change in fair value of derivative warrant liabilities		(8,330,000	)		-
Change in fair value of working capital loan - related party		(125,547	)		-
Income from investments held in Trust Account		(22,304	)		-
Changes in operating assets and liabilities:
Prepaid expenses		(1,003,400	)		-
Accounts payable		177,195			-
Accrued expenses		(121,636	)		1,918
Net cash used in operating activities		(1,281,356	)		-

Cash Flows from Financing Activities:
Proceeds received from Working Capital Loan - related party		339,564			-
Net cash provided by financing activities		339,564			-

Net change in cash		(941,792	)		-

Cash - beginning of the period		941,792			-
Cash - end of the period	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:
Deferred offering costs included in accounts payable	$	-		$	32,203
Deferred offering costs included in accrued expenses	$	-		$	157,660

	For the Three Months Ended March 31, 2022
	Class A		Class B
Numerator:
Allocation of net income	$	6,507,274	$	1,626,819

Denominator:
Weighted average ordinary shares outstanding, basic and diluted		23,000,000		5,750,000

Basic and diluted net income per ordinary share	$	0.28	$	0.28

Gross proceeds	$	230,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(14,950,000	)
Offering costs allocated to Class A shares subject to possible redemption		(12,706,476	)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount		32,256,476
Class A ordinary shares subject to possible redemption	$	234,600,000

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		$	234,623,027		$	-		$	-
Liabilities:
Derivative warrant liabilities - Public Warrants		$	3,450,000		$	-		$	-
Derivative warrant liabilities - Private Placement Warrants		$	-		$	-		$	3,360,000
Working capital loan - related party		$	-		$	-		$	224,260

Description	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account	$	234,600,723	$	-	$	-

Liabilities:
Derivative liabilities – Public Warrants	$	-	$	-	$	7,636,000
Derivative liabilities – Private Warrants	$	-	$	-	$	7,504,000

	March 31, 2022			December 31, 2021
Exercise price	$	11.50		$	11.50
Stock price	$	10.07		$	9.67
Volatility		5.51	%		13.0	%
Risk-free rate		1.56% - 2.57	%		1.53	%
Dividend yield		0.0	%		0.0	%
Years to expected initial Business Combination date		0.94			0.94
Years to expiration		5			5
Probability of a business combination		65	%		90	%

Level 3 Rollforward:
	Warrants			Working capital loan - related party
Level 3 - Liabilities at December 31, 2021	$	15,140,000			-
Transfer of Public Warrants to Level 1		(7,636,000	)		-
Change in fair value of private placement warrants		(4,144,000	)		-
Issuance of working capital loan - related party		-			349,807
Change in fair value of working capital loan - related party		-			(125,547	)
Level 3 - Liabilities & working capital loan at March 31, 2022	$	3,360,000		$	224,260

Exhibit number	Description of exhibit
3.1	Amended and Restated Memorandum and Articles of Association (1)

4.1	Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (1)

4.2	Form of Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Form S-1, filed on October 15, 2021 (File No. 333-260302))

4.3	Form of Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Form S-1, filed on October 15, 2021 (File No. 333-260302))

4.4	Form of Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Form S-1, filed on October 15, 2021 (File No. 333-260302))

31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**	Certification of 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 Principal Financial 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.

101.CAL*	XBRL Taxonomy Extension Calculation Linkbase.

101.DEF*	XBRL Taxonomy Extension Definition Linkbase.

101.LAB*	XBRL Taxonomy Extension Label Linkbase.

101.PRE*	XBRL Taxonomy Extension Presentation Linkbase.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

		SCULPTOR ACQUISITION CORP I

Date:	May 16, 2022	By:	/s/ Steven Orbuch
		Name:	Steven Orbuch
		Title:	Chief Executive Officer (Principal Executive Officer)

Date:	May 16, 2022	By:	/s/ Dava Ritchea
		Name:	Dava Ritchea
		Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Sculptor Acquisition Corp I