wqga-10q_20220930.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period 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.

WORLD QUANTUM GROWTH ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40728		98-1588038
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

PO Box 309, Ugland House

Grand Cayman, KY1-1104

(Address of principal executive offices, including zip code)

(345) 949 8066

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former name or former address, 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	WQGA.U	The New York Stock Exchange
Class A Ordinary Shares included as part of the units	WQGA	The 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	WQGA WS	The 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, 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 November 10, 2022, 20,395,000 Class A ordinary shares, par value $0.0001 per share, and 5,098,750 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

WORLD QUANTUM GROWTH ACQUISITION CORP.

Form 10-Q

Table of Contents

			Page
Part I. Financial Information
Item 1. Financial Statements			2
Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021			2
Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from March 9, 2021 (Inception) to September 30, 2021			3
Unaudited Condensed Statements of Changes in Shareholders Deficit, for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from March 9, 2021 (Inception) to September 30, 2021			4
Unaudited Condensed Statements of Cash Flows for nine months ended September 30, 2022 and for the period from March 9, 2021 (Inception) to September 30, 2021			5
Notes to Condensed Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk			27
Item 4. Controls and Procedures			27
Part II. Other Information
Item 1. Legal Proceedings			28
Item 1A. Risk Factors			28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities			28
Item 3. Defaults Upon Senior Securities			29
Item 4. Mine Safely Disclosures			29
Item 5. Other Information			29
Item 6. Exhibits			30
Part III. Signatures			31

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

WORLD QUANTUM GROWTH ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	September 30, 2022			December 31, 2021
		(Unaudited)
Assets
Current assets:
Cash	$	202,529		$	710,270
Prepaid expenses		207,750			508,049
Total current assets		410,279			1,218,319
Cash and marketable securities held in Trust Account		207,248,719			206,018,890
Long-term prepaid expenses		—			57,530
Total Assets	$	207,658,998		$	207,294,739

Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	113,417		$	206,958
Due to related party		60,000			46,774
Total current liabilities		173,417			253,732
Warrant liability		941,000			10,726,000
Deferred underwriting fee		7,138,250			7,138,250
Total liabilities		8,252,667			18,117,982

Commitments and Contingencies (See Note 6)

Redeemable Ordinary Shares:
Class A ordinary shares subject to possible redemption, 20,395,000 shares at redemption value		207,248,719			205,989,500

Shareholders' Deficit:
Preference shares, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, no shares issued and outstanding, excluding 20,395,000 shares subject to possible redemption at September 30, 2022 and December 31,2021		—			—
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 5,098,750 shares issued and outstanding at September 30, 2022 and December 31,2021		510			510
Additional paid-in capital		—			—
Accumulated deficit		(7,842,898	)		(16,813,253	)
Total shareholders' deficit		(7,842,388	)		(16,812,743	)
Total Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit	$	207,658,998		$	207,294,739

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

WORLD QUANTUM GROWTH ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the three months ended September 30, 2022		For the three months ended September 30, 2021			For the nine months ended September 30, 2022		For the period from March 9, 2021 (Inception) to September 30, 2021
Formation and operating costs	$	230,410	$	119,547	$	785,255	$	136,028
Loss from operations		(230,410)		(119,547)		(785,255)		(136,028)
Other income (expense)
Interest income on marketable securities held in Trust Account		1,043,396		9,561		1,229,829		9,561
Offering cost allocated to warrants		—		(1,004,805)		—		(1,004,805)
Excess of fair value over cash received for private warrants		—		(4,740,175)		—		(4,740,175)
Change in fair value of warrant liability		2,070,000		16,954,800		9,785,000		16,954,800
Total other income (expense)		3,113,396		11,219,381		11,014,829		11,219,381
Net income	$	2,882,986	$	11,099,834	$	10,229,574	$	11,083,353

Weighted average shares outstanding of Class A ordinary shares		20,395,000		10,802,446		20,395,000		4,824,394
Basic and diluted net income per share, Class A ordinary shares	$	0.11	$	0.70	$	0.40	$	1.14
Weighted average shares outstanding of Class B ordinary shares		5,098,750		5,007,514		5,098,750		4,857,725
Basic and diluted net income per share, Class B ordinary shares	$	0.11	$	0.70	$	0.40	$	1.14

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

WORLD QUANTUM GROWTH ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

	Class A Ordinary Shares				Class B Ordinary Shares				Additional		Accumulated			Shareholders'
	Shares		Amount		Shares		Amount		Paid-in Capital		Deficit			Deficit
Balance as of January 1, 2022		—	$	—		5,098,750	$	510	$	—	$	(16,813,253	)	$	(16,812,743	)
Net income		—		—		—		—		—	4,722,097 ‌				4,722,097
Balance as of March 31, 2022		—		—		5,098,750		510		—		(12,091,156	)		(12,090,646	)
Accretion of Class A ordinary shares subject to possible redemption		—		—		—		—		—		(215,823	)		(215,823	)
Net income		—		—		—		—		—		2,624,491			2,624,491
Balance as of June 30, 2022		—	$	—		5,098,750	$	510	$	—	$	(9,682,488	)	$	(9,681,978	)
Accretion of Class A ordinary shares subject to possible redemption		—		—		—		—		—		(1,043,396	)		(1,043,396	)
Net income		—		—		—		—		—		2,882,986			2,882,986
Balance as of September 30, 2022		—	$	—		5,098,750	$	510	$	—	$	(7,842,898	)	$	(7,842,388	)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND

FOR THE PERIOD FROM MARCH 9, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

	Class A ordinary shares				Class B ordinary shares				Additional		Accumulated			Shareholders'
	Shares		Amount		Shares		Amount		Paid-in Capital		Deficit			Equity (Deficit)
Balance as of March 9, 2021 (Inception)		—	$	—		—	$	—	$	—	$	—		$	—
Class B Ordinary Shares Issued to Sponsor		—		—		5,750,000		575		24,425		—			25,000
Net loss		—		—								(8,497	)		(8,497	)
Balance as of March 31, 2021		—		—		5,750,000		575		24,425		(8,497	)		16,503
Net loss		—		—		—		—		—		(7,984	)		(7,984	)
Balance as of June 30, 2021		—		—		5,750,000		575		24,425		(16,481	)		8,519
Net income

SEC Form 10-Q filed by World Quantum Growth Acquisition Corp.