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 March 31, 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 001-40940

ACCRETION ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware

86-2332228

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

240 Saint Paul, Suite 502

Denver, Colorado

80206

(Address of principal executive offices)

(Zip Code)

(720) 328-5070

(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 common stock, one right entitling the holder to receive one-tenth of one share of common stock upon the consummation of an initial business combination, and one-half of one redeemable warrant	ENERU	The Nasdaq Stock Market LLC

Common Stock, par value $0.001 per share	ENER	The Nasdaq Stock Market LLC

Rights, each right entitling the holder to receive one-tenth of one share of common stock upon the consummation of an initial business combination	ENERR	The Nasdaq Stock Market LLC

Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share	ENERW	The Nasdaq Stock Market LLC

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 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 May 13, 2022, 25,995,000 shares of common stock of Accretion Acquisition Corp. were outstanding.


		Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements		1
Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021 (audited)		1
Condensed Statements of Operations for the three months ended March 31, 2022 and for the period from February 26, 2021 (inception) through March 31, 2021 (unaudited)		2
Condensed Statements of Changes in Stockholders’ (Deficit) Equity for the three months ended March 31, 2022 and for the period from February 26, 2021 (inception) through March 31, 2021 (unaudited)		3
Condensed Statements of Cash Flows for the three months ended March 31, 2022 and for the period from February 26, 2021 (inception) through March 31, 2021 (unaudited)		4
Notes to Condensed Financial Statements (unaudited)		5
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
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		27


	March 31, 2022		December 31, 2021
	(Unaudited)		(Audited)
Assets
Cash	$	406,849	$	661,776
Prepaid expenses - current		302,399		315,012
Total Current Assets		709,248		976,788
Cash held in Trust Account		209,090,111		209,072,882
Prepaid expenses - non current		167,443		241,314
Total Assets	$	209,966,802	$	210,290,984

Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit
Current Liabilities
Accrued expenses	$	404,893	$	120,753
Franchise tax payable		50,000		118,177
Total Current Liabilities		454,893		238,930
Deferred underwriting commission		7,245,000		7,245,000
Total Liabilities		7,699,893		7,483,930

Commitments and Contingencies (Note 6)

Common stock subject to possible redemption, 20,700,000 shares at $10.10 per share redemption value		209,070,000		209,070,000

Stockholders' Deficit
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Common stock, $0.001 par value; 50,000,000 shares authorized; 5,295,000 shares issued and outstanding		5,295		5,295
Additional paid-in capital		—		—
Accumulated deficit		(6,808,386)		(6,268,241)
Total Stockholders' Deficit		(6,803,091)		(6,262,946)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit	$	209,966,802	$	210,290,984


			For the period from
			February 26, 2021
	Three Months Ended		(inception) through
	March 31, 2022		March 31, 2021
Formation and operating costs	$	507,374	$	780
Franchise tax expense		50,000		—
Loss on operations		(557,374)		(780)
Other income:
Dividend received		17,229		—
Net loss	$	(540,145)	$	(780)

Basic and diluted weighted average shares outstanding of redeemable common stock		20,700,000		—
Basic and diluted net loss per share, redeemable common stock	$	(0.02)	$	—

Basic and diluted weighted average shares outstanding of non-redeemable common stock		5,295,000		5,175,000
Basic and diluted net loss per share, non-redeemable common stock	$	(0.02)	$	(0.00)


				Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2022	5,295,000	$	5,295	$	—	$	(6,268,241)	$	(6,262,946)
Net loss	—		—		—		(540,145)		(540,145)
Balance — March 31, 2022	5,295,000	$	5,295	$	—	$	(6,808,386)	$	(6,803,091)


			For the period from
	Three Months		February 26, 2021
	Ended		(inception) through
	March 31, 2022		March 31, 2021
Cash Flows from Operating Activities:
Net loss	$	(540,145)	$	(780)
Adjustments to reconcile net loss to net cash used in operating activities:
Dividend earned from Trust Account		(17,229)		—
Changes in operating assets and liabilities:
Prepaid expenses - current		12,613		—
Prepaid expenses - non-current		73,871		—
Accrued expenses		284,140		780
Franchise tax payable		(68,177)		—
Net cash used in operating activities		(254,927)		—

Net Change in Cash:		(254,927)		—
Cash - Beginning of period		661,776		—
Cash - End of period	$	406,849	$	—

Supplemental disclosure of non-cash financing activities:
Deferred offering costs included in accrued expenses	$	—	$	12,500


Gross proceeds	$	207,000,000
Less:
Proceeds allocated to public warrants		(3,321,653)
Proceeds allocated to rights issue		(16,892,298)
Issuance cost of redeemable common stock		(10,763,962)
Plus:
Remeasurement of carrying value to redemption value		33,047,913
Contingently redeemable common stock	$	209,070,000


			Significant		Significant
	Quoted Prices		Other		Other
	in Active		Observable		Unobservable
	Markets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
U.S Treasury securities	$	209,090,111	$	—	$	—
	$	209,090,111	$	—	$	—


Over allotment option at October 25, 2021	$	597,091
Change in fair value of over allotment option transfer to statement of operations		(81,168)
Transfer to additional paid-in capital upon exercise of over-allotment option		(515,923)
Over-allotment option at December 31, 2021	$	—


Exhibit Number		Description of Document
31.1		Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.


	ACCRETION ACQUISITION CORP.
	(Registrant)

Date: May 13, 2022	By:	/s/ M. Grant Farn
		M. Grant Farn
		Chief Financial Officer
		(Principal Financial Officer)

SEC Form 10-Q filed by Accretion Acquisition Corp.