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 quarter 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: 001-40500

ZIMMER ENERGY TRANSITION ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

86-2286053

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

9 West 57th Street, 33rd Floor

New York, New York 10019
(Address of principal executive offices)

10019

(Zip Code)

(212) 371-8688

(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 share of Class A common stock and one-third of one Warrant to purchase one share of Class A common stock	ZTAQU	The Nasdaq Stock Market LLC

Class A common stock, par value $0.0001 per share	ZT	The Nasdaq Stock Market LLC

Warrants, exercisable for one share of Class A common stock for $11.50 per share	ZTAQW	The Nasdaq Stock Market LLC

Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.

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 14, 2022, there were 34,500,000 shares of Class A common stock, $0.0001 par value, and 8,625,000 shares of Class B common stock, $0.0001 par value, issued and outstanding.

Table of Contents

ZIMMER ENERGY TRANSITION ACQUISITION CORP.

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

TABLE OF CONTENTS

Part I - Financial Information		1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25

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	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
Signatures		30

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

ZIMMER ENERGY TRANSITION ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2022		2021
	(Unaudited)
Assets
Current assets:
Cash	$	993,074	$	1,634,576
Prepaid expenses		386,406		510,002
Total current assets		1,379,480		2,144,578
Marketable securities held in Trust Account		345,989,603		345,015,191
Prepaid expenses – non-current portion		—		219,458
Total Assets	$	347,369,083	$	347,379,227

Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	83,048	$	302,760
Income tax payable		286,922		—
Due to related party		30,000		65,705
Total current liabilities		399,970		368,465
Warrant liabilities		6,176,000		29,560,374
Forward purchase unit derivative liabilities		2,672,000		3,297,294
Deferred underwriting discounts and commissions		10,850,000		10,850,000
Total liabilities		20,097,970		44,076,133

Commitments and Contingencies (See Note 7)
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 34,500,000 shares subject to possible redemption at redemption value of $10.00 per share at September 30, 2022 and December 31, 2021		345,989,603		345,015,191

Stockholders’ deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2022 and December 31, 2021		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding at September 30, 2022 and December 31, 2021		863		863
Additional paid-in capital		—		—
Accumulated deficit		(18,719,353)		(41,712,960)
Total stockholders’ deficit		(18,718,490)		(41,712,097)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	347,369,083	$	347,379,227

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

Table of Contents

ZIMMER ENERGY TRANSITION ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


							For the period from
	For the Three Months				For the Nine		February 25, 2021
	Ended September 30,				Months Ended		(inception) through
	2022		2021		September 30, 2022		September 30, 2021
Formation and operating costs	$	368,252	$	398,188	$	1,000,968	$	568,711
Loss from operations		(368,252)		(398,188)		(1,000,968)		(568,711)

Other income (expense)
Unrealized gain on fair value of warrants		1,258,275		9,046,467		23,384,374		7,729,473
Unrealized gain (loss) on fair value of forward purchase units		(3,218,000)		2,561,221		625,294		(390,431)
Gain on marketable securities (net), dividends and interest on marketable securities held in Trust Account		1,081,404		6,617		1,246,243		6,617
Offering costs allocated to warrants		—		—		—		(794,474)
Financing expense		—		—		—		(3,196,156)
Total other income (expense), net		(878,321)		11,614,305		25,255,911		3,355,029

Income (loss) before income taxes		(1,246,573)		11,216,117		24,254,943		2,786,318
Income tax expense		(278,970)		—		(286,922)		—
Net income (loss)	$	(1,525,543)	$	11,216,117	$	23,968,021	$	2,786,318

SEC Form 10-Q filed by Zimmer Energy Transition Acquisition Corp.