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, 2021

☐ 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: 001-40084

SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC.

(Exact name of registrant as specified in its Charter)


Delaware		85-4374563
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

225 West Washington Street
Indianapolis, IN		46204
(Address of principal executive offices)		(Zip Code)

(317) 636-1600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Class A Common Stock	SPGS	New York Stock Exchange
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one warrant	SGPS.U	New York Stock Exchange
Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	SPGS 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 definition 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 18, 2021, there were 34,500,000 shares of the Company’s Class A common stock, par value $0.0001 per share, and 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

TABLE OF CONTENTS


		Page
PART I – FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Financial Statements

	Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	1

	Condensed Statements of Operations for the three and nine months ended September 30, 2021 (Unaudited)	2

	Condensed Statement of Changes in Stockholders’ (Deficit) Equity for the three and nine months ended September 30, 2021 (Unaudited)	3

	Condensed Statement of Cash Flows for the nine months ended September 30, 2021 (Unaudited)	4

	Notes to Condensed Interim Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	26

Item 4.	Controls and Procedures	26

PART II – OTHER INFORMATION		28

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	30

Item 6.	Exhibits	31

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SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC.

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2021		2020
ASSETS	(Unaudited)
Current assets:
Cash	$	652,847	$	20,000
Prepaid expenses		493,980		—
Total current assets		1,146,827		20,000
Deferred offering costs		—		55,000
Cash and cash equivalent held in Trust Account		345,012,561		—
Total assets	$	346,159,388	$	75,000
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
Accrued expenses	$	313,123	$	1,000
Accrued offering costs		—		50,000
Total current liabilities		313,123		51,000

Convertible promissory note - related party		779,648		—
Deferred underwriting discount		12,075,000		—
Derivative liability - public warrants		6,831,000		—
Derivative liability - private warrants		5,933,333		—
Total liabilities		25,932,104		51,000
Commitments and contingencies
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 34,500,000 and -0- shares subject to redemption at redemption value at September 30, 2021 and December 31, 2020, respectively		345,012,561		—
Stockholders’ (deficit )equity:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, none issued and outstanding		—		—
Class B common shares, $0.0001 par value, 20,000,000 shares authorized, 8,625,000 issued and outstanding at September 30, 2021 and December 31, 2020		863		863
Additional paid-in capital		—		24,137
Accumulated deficit		(24,786,140)		(1,000)
Total stockholders’ (deficit) equity		(24,785,277)		24,000
Total liabilities and stockholders’ (deficit) equity	$	346,159,388	$	75,000

See accompanying notes to the unaudited, interim financial statements.

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SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2021		2021
Formation and operational costs	$	1,068,215	$	1,404,638
Loss from operations		(1,068,215)		(1,404,638)

Other income (expense):
Change in fair value of derivative liability - public warrants		3,243,000		4,416,000
Change in fair value of derivative liability - private warrants		3,026,000		3,738,000
Change in fair value of convertible promissory note - related party		(29,648)		(29,648)
Offering costs attributable to warrant liabilities		—		(645,069)
Other expense – private warrant liability		—		(771,333)
Interest and dividend income		5,301		12,561
Other income, net		6,244,653		6,720,511

Net income	$	5,176,438	$	5,315,873
Basic and diluted weighted average shares outstanding, Class A common stock		34,500,000		27,675,824
Basic and diluted net income per share, Class A common stock	$	0.12	$	0.15
Basic and diluted weighted average shares outstanding, Class B common stock		8,625,000		8,625,000
Basic and diluted net income per share, Class B common stock	$	0.12	$	0.15

See accompanying notes to the unaudited, interim financial statements.

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SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICT)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021
(UNAUDITED)

RESTATED



	Class A			Class B			Additional
	Common Stock			Common Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance at January 1, 2021	—	$	—	8,625,000	$	863	$	24,137	$	(1,000)	$	24,000
Measurement adjustment for Class A common stock to redemption amount	—		—	—		—		(24,137)		(30,090,469)		(30,114,606)
Net income	—		—	—		—		—		432,609		432,609
Balance at March 31, 2021	—	$	—	8,625,000	$	863	$	—	$	(29,658,860)	$	(29,657,997)
Accretion for Class A common stock to redemption amount	—		—	—		—		—		(5,243)		(5,243)
Net loss	—		—	—		—		—		(293,174)		(293,174)
Balance at June 30, 2021	—	$	—	8,625,000	$	863	$	—	$	(29,957,277)	$	(29,956,414)
Accretion for Class A common stock to redemption amount	—		—	—		—		—		(5,301)		(5,301)
Net income	—		—	—		—		—		5,176,438		5,176,438
Balance at September 30, 2021	—	$	—	8,625,000	$	863	$	—	$	(24,786,140)	$	(24,785,277)

See accompanying notes to the unaudited, interim financial statements

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SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC.

CONDENSED STATEMENT OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2021

(Unaudited)


Cash flows from operating activities:
Net income	$	5,315,873
Adjustments to reconcile net income to net cash used in operating activities:
Fair value of private warrant liability in excess of proceeds		771,333
Offering costs attributable to warrant liabilities		645,069
Interest earned on marketable securities held in Trust Account		(12,561)
Non-cash change in fair value of derivative liability – public warrants		(4,416,000)
Non-cash change in fair value of derivative liability – private warrants		(3,738,000)
Non-cash change in fair value of convertible promissory note - related party		29,648
Change in operating assets and liabilities:
Prepaid expenses		(493,980)
Accrued expenses		312,123

SEC Form 10-Q filed by Simon Property Group Acquisition Holdings Inc.