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 June 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 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 August [ ], 2022, 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 June 30, 2022 (Unaudited) and December 31, 2021	1

	Condensed Statements of Operations for the three and six months ended June 30, 2022 and 2021 (Unaudited)	2

	Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2022 and 2021 (Unaudited)	3

	Condensed Statements of Cash Flows for the six months ended June 30, 2022 and 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	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	26

Item 4.	Controls and Procedures	26

PART II – OTHER INFORMATION		27

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

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SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC.

CONDENSED BALANCE SHEETS


	June 30,		December 31,
	2022		2021
ASSETS	(Unaudited)
Current assets:
Cash	$	385,060	$	461,064
Prepaid expenses		279,667		405,042
Total current assets		664,727		866,106
Marketable Securities held in Trust Account		345,537,283		345,019,104
Total assets	$	346,202,010	$	345,885,210
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	168,735	$	412,391
Income taxes payable		48,266		—
Total current liabilities		217,001		412,391

Convertible promissory note - related party		1,324,475		762,850
Deferred underwriting discount		12,075,000		12,075,000
Derivative liability - public warrants		1,269,600		5,865,000
Derivative liability - private warrants		1,091,733		5,043,333
Total liabilities		15,977,809		24,158,574
Commitments and contingencies (see Note 6)
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 34,500,000 shares subject to redemption at redemption value at June 30, 2022 and December 31, 2021		345,537,283		345,019,104
Stockholders’ deficit:
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 June 30, 2022 and December 31, 2021		863		863
Additional paid-in capital		—		—
Accumulated deficit		(15,313,945)		(23,293,331)
Total stockholders’ deficit		(15,313,082)		(23,292,468)
Total liabilities and stockholders’ deficit	$	346,202,010	$	345,885,210

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				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Formation and operational costs	$	281,891	$	258,417	$	558,186	$	336,423
Loss from operations		(281,891)		(258,417)		(558,186)		(336,423)

Other income (expense):
Change in fair value of derivative liability - public warrants		1,696,934		(178,000)		3,951,600		712,000
Change in fair value of derivative liability - private warrants		1,973,400		138,000		4,595,400		1,173,000
Change in fair value of convertible promissory note - related party		12,194		—		38,375		—
Offering costs attributable to warrant liabilities		—		—		—		(645,069)
Other expense – private warrant liability		—		—		—		(771,333)
Interest income - bank		450		—		463		—
Interest earned on Marketable Securities held in trust account		490,021		5,243		518,179		7,260
Other income (expense), net		4,172,999		(34,757)		9,104,017		475,858

Income (loss) before provision for income taxes		3,891,108		(293,174)		8,545,831		139,435
Provision for income taxes		(48,266)		—		(48,266)		—
Net income (loss)	$	3,842,842	$	(293,174)	$	8,497,565	$	139,435
Basic and diluted weighted average shares outstanding, Class A common stock		34,500,000		34,500,000		34,500,000		24,207,182
Basic and diluted net income (loss) per share, Class A common stock	$	0.09	$	(0.01)	$	0.20	$	0.00
Basic and diluted weighted average shares outstanding, Class B common stock		8,625,000		8,625,000		8,625,000		8,625,000
Basic and diluted net income (loss) per share, Class B common stock	$	0.09	$	(0.01)	$	0.20	$	0.00

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’ DEFICIT

(Unaudited)

THREE AND SIX MONTHS ENDED JUNE 30, 2022


	Class B			Additional				Total
	Common Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance at January 1, 2022	8,625,000	$	863	$	—	$	(23,293,331)	$	(23,292,468)

Change in value of Class A common stock subject to possible redemption	—		—		—		(28,158)		(28,158)

Net income	—		—		—		4,654,723		4,654,723

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