10-K 1 brhc10035295_10k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 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 001-41241

HCM Acquisition Corp

(Exact name of Registrant as specified in its Charter)

Cayman Islands		98-1581263
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 First Stamford Place, Suite 330 Stamford, CT		06902
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) 930-2200

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 and one-half of one Redeemable Warrant	HCMAU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	HCMA	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at a price of $11.50 per share	HCMAW	The Nasdaq Stock Market LLC

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

None

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 15(d) of the 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, 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 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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The Registrant’s shares were not listed on any exchange and had no value as of the last business day of the second fiscal quarter of 2021. The registrant’s units begin trading on The Nasdaq Global Market on January 21, 2022 and the registrant’s Class A ordinary shares and warrants began trading on The Nasdaq Global Market on March 14, 2022. The aggregate market value of the Registrant’s Class A ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the Registrant, at March 20, 2022 was $287,500,000.

At March 30, 2022, there were 28,750,000 Class A ordinary shares, $0.0001 par value per share, and 10,062,500 Class B ordinary shares, $0.0001 par value per share, of the Registrant issued and outstanding.

Table of Contents

			Page
PART I			1
	Item 1.	Business	1
	Item 1A.	Risk Factors	22
	Item 1B.	Unresolved Staff Comments.	58
	Item 2.	Properties.	58
	Item 3.	Legal Proceedings.	58
	Item 4.	Mine Safety Disclosures.	58
PART II			59
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	59
	Item 6.	[Reserved]	60
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	60
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	63
	Item 8.	Financial Statements and Supplementary Data.	64
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	81
	Item 9A.	Controls and Procedures.	81
	Item 9B.	Other Information.	81
	Item 9C.	Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.	81
PART III			82
	Item 10.	Directors, Executive Officers and Corporate Governance.	82
	Item 11.	Executive Compensation.	89
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	90
	Item 13.	Certain Relationships and Related Transactions, and Director Independence.	91
	Item 14.	Principal Accounting Fees and Services.	93
PART IV			94
	Item 15.	Exhibits, Financial Statement Schedules	94

Report of Independent Registered Public Accounting Firm (PCAOB ID# 688)	65
Financial Statements:
Balance Sheet as of December 31, 2021	66
Statement of Operations for the period from February 5, 2021 (inception) through December 31, 2021	67
Statement of Changes in Shareholders’ Equity for the period from February 5, 2021 (inception) through December 31, 2021	68
Statement of Cash Flows for the period from February 5, 2021 (inception) through December 31, 2021	69
Notes to Financial Statements	70 to 80

ASSETS
Current asset – cash	$	158
Deferred offering costs		341,864
TOTAL ASSETS	$	342,022

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accrued offering costs		124,308
Promissory note — related party		208,500
Total Liabilities		332,808

Commitments and Contingencies

Shareholders’ Equity
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
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 10,062,500 shares issued and outstanding ⁽¹⁾		1,006
Additional paid-in capital		23,994
Accumulated deficit		(15,786	)
Total Shareholders’ Equity		9,214
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	342,022

Formation and operating costs	$	15,786
Net Loss	$	(15,786	)

Weighted average shares outstanding, basic and diluted ⁽¹⁾	$	8,590,090

Basic and diluted net loss per ordinary shares	$	(0.00	)

	Class B Ordinary Shares				Additional Paid-in Capital		Accumulated Deficit			Total Shareholders’ Equity
	Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Total Shareholders’ Equity
Balance — February 5, 2021 (inception)		—	$	—	$	—	$	—		$	—

Issuance of Class B ordinary shares to Sponsor⁽¹⁾		10,062,500		1,006		23,994		—			25,000

Net loss		—		—		—		(15,786	)		(15,786	)

Balance — December 31, 2021		10,062,500	$	1,006	$	23,994	$	(15,786	)	$	9,214

Cash Flows from Operating Activities:
Net loss	$	(15,786	)
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of formation costs through issuance of Class B ordinary shares		5,000
Net cash used in operating activities		(10,786	)

Cash Flows from Financing Activities:
Proceeds from promissory note — related party		208,500
Payment of offering costs		(197,556	)
Net cash provided by financing activities		10,944

Net Change in Cash		158
Cash – Beginning		—
Cash – Ending	$	158

Non-cash investing and financing activities:
Deferred offering costs included in accrued offering costs	$	124,308
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares	$	20,000

Name	Age	Title
Shawn Matthews	55	Chairman and Chief Executive Officer
James Bond	51	President, Chief Financial Officer and Director
Jacob Loveless	41	Director
Steven Bischoff	64	Director
David Goldfarb	64	Director

Individual	Entity	Entity’s Business	Affiliation
Shawn Matthews	Hondius Capital Management, LP	Investment Management	Chief Investment Officer

James Bond	Hondius Capital Management, LP	Investment Management	Chief Operating Officer

Jacob Loveless	Edgemesh Corporation	Technology and Infrastructure	Chief Executive Officer

Steven Bischoff	Atlantic Home Loans	Investment Management	Executive Vice President

David Goldfarb	Chauncey Advisors LLC	Investment Management	Chief Executive Officer

	Current Ownership
Name and Address of Beneficial Owner⁽¹⁾	Number of Shares Beneficially Owned⁽²⁾	Approximate Percentage of Outstanding Ordinary Shares
HCM Investor Holdings, LLC	9,987,500⁽³⁾	25.7%
Shawn Matthews	9,987,500⁽³⁾	25.7%
James Bond	—	—
Jacob Loveless⁽⁴⁾	25,000	*
Steven Bischoff⁽⁴⁾	25,000	*
David Goldfarb⁽⁴⁾	25,000	*
All executive officers and directors as a group (5 individuals)	10,062,500	25.9%

SEC Form 10-K filed by HCM Acquisition Corp