skya-10q_20220930.htm

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 three months ended September 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: 001-40422

SKYDECK ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		98-1583722
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

225 Dyer Street, 2^nd Floor, Providence, Rhode Island		02903
(Address of principal executive offices)		(Zip Code)

(401) 854-4567

(Registrant’s telephone number, including area code)

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-third of one redeemable warrant to acquire one Class A ordinary share	SKYAU	The Nasdaq Stock Market LLC
Class A ordinary shares	SKYA	The Nasdaq Stock Market LLC
Redeemable warrants to acquire one Class A ordinary share	SKYAW	The Nasdaq Stock Market LLC

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

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 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

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 11, 2022, there were 22,165,962 Class A ordinary shares, $0.0001 par value and 5,541,491 Class B ordinary shares, $0.0001 par value, issued and outstanding.

SKYDECK ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022

TABLE OF CONTENTS


		Page
Part I. Financial Information		3
Item 1. Financial Statements		3
Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021		3
Condensed Statements of Operations for the three months and nine months ended September 30, 2022 (Unaudited) and for the three months and the period from February 9, 2021 (Inception) through September 30, 2021 (Unaudited)		4
Condensed Statements of Changes in Shareholders’ (Deficit) Equity for the three and nine months ended September 30, 2022 (Unaudited) and for the three months and the period from February 9, 2021 (Inception) through September 30, 2021 (Unaudited)		5
Condensed Statements of Cash Flows for the nine months ended September 30, 2022 (Unaudited) and for the period from February 9, 2021 (Inception) through September 30, 2021 (Unaudited)		6
Notes to Condensed Financial Statements (Unaudited)		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		25
Item 4. Controls and Procedures		25
Part II. Other Information		26
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		27
Part III. Signatures		28

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SKYDECK ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	September 30,			December 31,
	2022			2021
	(unaudited)
Assets
Current assets:
Cash	$	919,922		$	1,290,143
Prepaid expenses		320,064			438,968
Total current assets		1,239,986			1,729,111
Long-term prepaid expenses	—				157,432
Investments held in Trust Account		222,579,343			221,667,291
Total assets	$	223,819,329		$	223,553,834

Liabilities and Shareholders' Deficit
Current liabilities:
Accounts payable and accrued expenses	$	378,604		$	383,282
Total current liabilities		378,604			383,282
Warrant liabilities		1,481,293			10,122,176
Forward Purchase Agreement liability		120,000			820,000
Deferred underwriters' discount		7,758,087			7,758,087
Total liabilities		9,737,984			19,083,545

Commitments
Class A ordinary shares subject to possible redemption, $0.0001 par value; 22,165,962 shares at redemption value		222,579,343			221,659,620
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; none issued and outstanding excluding 22,165,962 shares subject to possible redemption)	—			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,541,491 shares issued and outstanding		554			554
Additional paid-in capital		24,446			24,446
Accumulated deficit		(8,522,998	)		(17,214,331	)
Total shareholders' deficit		(8,497,998	)		(17,189,331	)
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit	$	223,819,329		$	223,553,834

The accompanying notes are an integral part of these unaudited condensed financial statements.

SKYDECK ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the three months ended September 30,						For the nine months ended September 30, 2022			For the period from February 9, 2021 (inception) through September 30, 2021
	2022			2021
Formation and operating costs	$	189,154		$	182,502		$	641,879		$	375,997
Loss from operations	$	(189,154	)	$	(182,502	)	$	(641,879	)	$	(375,997	)

Other Income (expense):
Change in fair value of warrant liabilities		740,648			5,801,737			8,640,883			6,418,942
Offering expenses related to warrant issuance		—			—			—			(556,203	)
Other income relating to fair value exceeding amount received for warrants		—			—			—			1,139,755
Change in fair value of Forward Purchase Agreement		60,000			470,000			700,000			520,000
Trust interest income		743,774			2,852			912,052			3,325
Total other income, net		1,544,422			6,274,589			10,252,935			7,525,819
Net income	$	1,355,268		$	6,092,087		$	9,611,056		$	7,149,822

Weighted average shares outstanding - Class A ordinary shares subject to possible redemption		22,165,962			22,165,962			22,165,962			12,561,577
Basic and diluted net income per ordinary share – Class A ordinary shares subject to possible redemption	$	0.05		$	0.22		$	0.35

SEC Form 10-Q filed by Skydeck Acquisition Corp.