UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER 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 001-40411

ARTISAN ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

98-1580830

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

71 Fort Street, PO Box 500

Grand Cayman, Cayman Islands, KY1-1106

(Address of principal executive offices and zip code)

+852 2523 1056

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, 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-third of one redeemable warrant	ARTAU	The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share	ARTA	The Nasdaq Stock Market LLC

Warrants, each exercisable to purchase one Class A ordinary share for $11.50 per share	ARTAW	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 (Section 232.405 of this chapter) during the preceding 12 months (or 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 6, 2022, there were 33,934,235 shares of the registrant’s Class A ordinary shares, par value $0.0001 per share, and 9,983,558 shares of the registrant’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

Table of Contents

ARTISAN ACQUISITION CORP.

TABLE OF CONTENTS


		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

	Condensed Balance Sheet as of March 31, 2022 and December 31, 2021 (Audited)	1

	Condensed Statements of Operations for the three months ended March 31, 2022 and for the period from February 2, 2021 (inception) through March 31, 2021	2

	Condensed Statements of Changes in Shareholders’ (Deficit) Equity for the three months ended March 31, 2022 and for the period from February 2, 2021 (inception) through March 31, 2021	3

	Condensed Statements of Cash Flows for the three months ended March 31, 2022 and for the period from February 2, 2021 (inception) through March 31, 2021	4

	Notes to Condensed Financial Statements	5

Item 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	37

Item 4.	CONTROLS AND PROCEDURES	38

PART II – OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS	38

Item 1A.	RISK FACTORS	38

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	38

Item 3.	DEFAULTS UPON SENIOR SECURITIES	38

Item 4.	MINE SAFETY DISCLOSURES	39

Item 5.	OTHER INFORMATION	39

Item 6.	EXHIBITS	40

SIGNATURES		41

Table of Contents

PART 1 — FINANCIAL INFORMATION

Item 1. CONDENSED FINANCIAL STATEMENTS

ARTISAN ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	March 31, 2022		December 31, 2021
	(Unaudited)
ASSETS
Current assets:
Cash	$	12,150	$	102,212
Prepaid expenses		552,778		508,275
Total current assets		564,928		610,487
Prepaid insurance - noncurrent		60,135		187,010
Investments held in Trust Account		339,409,112		339,380,717
Derivative asset - forward purchase agreement		309,820		—
Total Assets	$	340,343,995	$	340,178,214

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO REDEMPTION AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	516,489	$	273,985
Accrued professional fees and other expenses		3,722,142		2,911,796
Accrued offering costs		12,650		12,650
Accrued expenses - related party		110,000		80,000
Promissory note - related party		13,130		—
Due to related party		1,680		—
Total current liabilities		4,376,091		3,278,431
Warrant liabilities		4,609,940		12,248,790
Derivative liability - forward purchase agreement		—		484,643
Deferred underwriting fee payable		11,876,982		11,876,982
Total Liabilities		20,863,013		27,888,846

Commitments and Contingencies (Note 6)
Redeemable Class A Ordinary Shares
Class A ordinary shares subject to possible redemption, 33,934,235 shares at redemption value		339,342,350		339,342,350

Shareholders' Deficit
Preference shares, $0.0001 par value; 3,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 33,934,235 shares issued; none outstanding (excluding 33,934,235 shares subject to possible redemption)		—		—
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 9,983,558 shares issued and outstanding		999		999
Additional paid-in capital		24,001		24,001
Accumulated deficit		(19,886,368)		(27,077,982)
Total Shareholders' Deficit		(19,861,368)		(27,052,982)
Total Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders' Deficit	$	340,343,995	$	340,178,214

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

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ARTISAN ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


			For the Period
			from February 2,
			2021 (Inception)
	Three Months Ended		Through
	March 31,		March 31,
	2022		2021
Professional fees and other expenses	$	1,270,094	$	5,500
Loss from operations		(1,270,094)		(5,500)
Dividend income on investments held in Trust Account		28,395		—
Change in fair value of forward purchase agreement		794,463		—
Change in fair value of warrant liabilities		7,638,850		—
Net income (loss)	$	7,191,614	$	(5,500)

Basic and diluted weighted average shares outstanding, Class A ordinary shares		33,934,235		—
Basic and diluted net income per ordinary share, Class A ordinary shares	$	0.16	$	—
Basic and diluted weighted average shares outstanding, Class B ordinary shares		9,983,558		9,000,000
Basic and diluted net income (loss) per ordinary share, Class B ordinary shares	$	0.16	$	(0.00)

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

Table of Contents

ARTISAN ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

(UNAUDITED)

Three Months Ended March 31, 2022

Total

Class B Ordinary Shares

Additional

Accumulated

Shareholders'

Shares

Amount

Paid-in Capital

Deficit

Balance – January 1, 2022

9,983,558

999

24,001

(27,077,982)

(27,052,982)

Net income

—

7,191,614

Balance – March 31, 2022

9,983,558

999

24,001

(19,886,368)

(19,861,368)


	For the Period from February 2, 2021 (Inception) Through March 31, 2021
	Class B			Additional				Total
	Ordinary Shares			Paid-in		Accumulated		Shareholders'
	Shares	Amount		Capital		Deficit		Equity
Balance - February 2, 2021 (inception)	—	$	—	$	—	$	—	$	—
Issuance of Class B ordinary shares to Sponsor⁽¹⁾	9,983,558		999		24,001		—		25,000
Net loss	—		—		—		(5,500)		(5,500)
Balance – March 31, 2021	9,983,558	$	999	$	24,001	$	(5,500)	$	19,500

⁽¹⁾	Class B ordinary shares retroactively restated for the forfeiture of 141,441 Class B ordinary shares in June 2021 after the partial exercise of the over-allotment option and the surrender of 1 Class B ordinary share by the Sponsor for no consideration in September 2021.

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

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ARTISAN ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


		For the Period
		from February 2,
	Three Months Ended	2021 (Inception)
	March 31,	Through March
	2022	31, 2021
Cash Flows from Operating Activities:

SEC Form 10-Q filed by Artisan Acquisition Corp.