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 number 001-40182

Silver Spike Acquisition Corp II

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

660 Madison Ave Ste 1600

New York, New York 10065

(Address of principal executive offices, including zip code)

(212) 905-4923

Registrant’s Telephone Number, Including Area Code

N/A

(Former name, former address and former fiscal year, if changed since last report)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share	SPKB	The NASDAQ Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	SPKBW	The NASDAQ Stock Market LLC
Units, each consisting of one Class A ordinary share and one-quarter of one redeemable warrant	SPKBU	The NASDAQ Stock Market LLC

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 13, 2022, there were 28,750,000 Class A ordinary shares, $0.0001 par value per share, and 7,187,500 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

SILVER SPIKE ACQUISITION CORP II

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page

PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements	1

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

	Condensed Statements of Operations for the Three months Ended March 31, 2022 and 2021 (Unaudited)	2

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

	Condensed Statements of Cash Flows for the Three months Ended March 31, 2022 and 2021 (Unaudited)	4

	Notes to Condensed Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	18

Item 4.	Control and Procedures	18

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	19

Item 1A.	Risk Factors	19

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19

Item 3.	Defaults Upon Senior Securities	19

Item 4.	Mine Safety Disclosures	19

Item 5.	Other Information	19

Item 6.	Exhibits	20

SIGNATURES		21

	March 31, 2022			December 31, 2021
ASSETS	(Unaudited)
Current assets
Cash		632,590			808,320
Prepaid expenses		168,605			147,792
Total Current Assets		801,195			956,112

Marketable securities held in Trust Account		287,607,706			287,556,761
Total Assets	$	288,408,901		$	288,512,873
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	2,037,639		$	1,323,310
Total Current Liabilities		2,037,639			1,323,310

Warrant liabilities		3,829,792			10,871,667
Deferred underwriting fee payable		10,062,500			10,062,500
Total Liabilities		15,929,931			22,257,477

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 28,750,000 shares at redemption value at March 31, 2022 and December 31, 2021		287,507,706			287,556,761

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized		—			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding at March 31, 2022 and December 31, 2021		719			719
Additional paid-in capital		—			—
Accumulated deficit		(15,029,455	)		(21,302,084	)
Total Shareholders’ Deficit		(15,028,736	)		(21,301,365	)
Total Liabilities and Shareholders’ Deficit	$	288,408,901		$	288,512,873

	For the Three Months Ended March 31, 2022			For the Three Months Ended March 31, 2021
Operating costs	$	869,245		$	531,267
Loss from operations		(869,245	)		(531,267	)

Other income (expense):
Change in fair value of warrant liabilities		7,041,875			2,553,959
Interest earned on marketable securities held in Trust Account		65,727			8,750
Unrealized loss on marketable securities held in Trust Account		(14,782	)		—
Total other income, net	$	7,092,820		$	2,562,709

Net income	$	6,223,575		$	2,031,442

Basic weighted average shares outstanding, Class A Ordinary shares		28,750,000			4,844,444
Basic net income per share, Class A Ordinary shares	$	0.17		$	0.18

Basic weighted average shares outstanding, Class B ordinary shares		7,187,500			6,333,333
Basic net income per share, Class B Ordinary shares	$	0.17		$	0.18

Diluted weighted average shares outstanding, Class A Ordinary shares		28,750,000			4,844,444
Diluted net income per share, Class A Ordinary shares	$	0.17		$	0.17

Diluted weighted average shares outstanding, Class B ordinary shares		7,187,500			7,187,500
Diluted net income per share, Class B Ordinary shares	$	0.17		$	0.17

	Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance – January 1, 2022		7,187,500	$	719	$	—	$	(21,302,084	)	$	(21,301,365	)

Remeasurement for Class A ordinary shares to redemption amount		—		—		—		49,054			49,054

Net income		—		—		—		6,223,575			6,223,575

Balance – March 31, 2022		7,187,500	$	719	$	—	$	(15,029,455	)	$	(15,028,736	)

	For the Three Months Ended March 31,			For the Three Months Ended March 31,
	2022			2021

Cash Flows from Operating Activities:
Net income	$	6,223,575		$	2,031,442
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities		(7,041,875	)		(2,553,959	)
Interest earned on marketable securities held in Trust Account		(65,727	)		(8,750	)
Unrealized loss on marketable securities held in Trust Account		14,782			—
Transaction costs incurred in connection with Initial Public Offering		—			467,695
Changes in operating assets and liabilities:
Prepaid expenses		(20,813	)		(264,580	)
Accounts payable and accrued expenses		718,147			75,439
Net cash used in operating activities		(171,911	)		(252,713	)

Cash Flows from Investing Activities:
Investment of cash into Trust Account		—			(287,500,000	)
Net cash used in investing activities		—			(287,500,000	)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		—			281,750,000
Proceeds from sale of Private Placement Warrants		—			7,750,000
Proceeds from promissory note – related party		—			53,688
Repayment of due to/from – related party		(3,818	)		—
Payment of offering costs		—			(464,000	)
Net cash (used in) provided by financing activities		(3,818	)		289,089,688

Net Change in Cash		(175,730	)		1,336,975
Cash – Beginning		808,320			—
Cash – Ending	$	632,590		$	1,336,975

Non-cash investing and financing activities:
Offering costs included in accrued offering costs	$	—		$	348,800
Initial classification of Class A ordinary shares subject to possible redemption	$	—		$	287,500,000
Remeasurement for Class A ordinary shares to redemption amount	$	(49,054	)	$	8,750
Deferred underwriting fee payable	$	—		$	10,062,500

	March 31, 2022			December 31, 2021

Gross proceeds	$	287,500,000		$	287,500,000
Less:
Proceeds allocated to Public Warrants		(8,050,000	)		(8,050,000	)
Class A ordinary shares issuance costs		(14,373,192	)		(14,373,192	)
Plus:
Accretion of carrying value to redemption value		22,423,192			22,423,192
Accretion of carrying value to redemption value – Over-Allotment		7,706			56,761
Class A ordinary shares subject to possible redemption	$	287,507,706		$	287,556,761

	For the Three Months Ended March 31,
	2022				2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	4,978,860	$	1,244,715	$	880,426	$	1,151,016
Denominator:
Basic weighted average shares outstanding		28,750,000		7,187,500		4,844,444		6,333,333
Basic net income per ordinary share	$	0.17	$	0.17	$	0.18	$	0.18
Numerator:
Allocation of net income, as adjusted	$	4,978,860	$	1,244,715	$	817,923	$	1,213,519
Denominator:
Diluted weighted average shares outstanding		28,750,000		7,187,500		4,844,444		7,187,500
Diluted net income per ordinary share	$	0.17	$	0.17	$	0.17	$	0.17

Description	Level		March 31, 2022		December 31, 2021
Assets:
Marketable securities held in Trust Account		1	$	287,607,706	$	287,556,761

Liabilities:
Warrant Liability – Public Warrants		1		2,228,125		6,325,000
Warrant Liability – Private Placement Warrants		3		1,601,667		4,546,667

Input	March 15, 2021 (Initial Measurement)			December 31, 2021			March 31, 2022
Risk-free interest rate		1.06	%		1.27	%		2.39	%
Expected term (years)		6.00			5.21			5.00
Expected volatility		18.1	%		14.5	%		4.7	%
Exercise price		11.50			11.50			11.50
Fair value of Units		9.72			9.72			9.79

	Public Warrants			Private Warrants			Warrant Liabilities
	Level 1			Level 3
Fair value as of January 1, 2021	$	6,325,000		$	4,546,667		$	10,871,667

Change in fair value		(4,096,875	)		(2,945,000	)		(7,041,875	)

Fair value as of March 31, 2022		2,228,125			1,601,667			3,829,792

Exhibit No.		Description
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.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

		SILVER SPIKE ACQUISITION CORP II

Date:	May 13, 2022	By:	/s/ Scott Gordon
			Name:	Scott Gordon
			Title:	Chief Executive Officer Principal Executive Officer

Date:	May 13, 2022	By:	/s/ Gregory Gentile
			Name:	Gregory Gentile
			Title:	Chief Financial Officer Principal Financial and Accounting Officer

SEC Form 10-Q filed by Silver Spike Acquisition Corp II