UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ 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

BULLPEN PARLAY ACQUISITION COMPANY

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39890	98-1594916
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

215 2nd St, Floor 3, San Francisco

CA, 94105

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (415) 649-6923

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	BPACU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 par value	BPAC	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	BPACW	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 10, 2022, there were 23,000,000 Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding, respectively.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		3
Item 1. Interim Financial Statements
	Condensed Balance Sheets (Unaudited)	3
	Condensed Statement of Operations (Unaudited)	4
	Condensed Statement of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit (Unaudited)	5
	Condensed Statement of Cash Flows (Unaudited)	6
	Notes to Condensed Financial Statements	7
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		26
Item 1. Legal Proceedings		26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		26
Item 3. Defaults Upon Senior Securities		26
Item 4. Mine Safety Disclosures		26
Item 5. Other Information		26
Item 6. Exhibits		27
SIGNATURES		28

	March 31, 2022			December 31, 2021
	(Unaudited)
ASSETS
Cash	$	992,864		$	2,504,134
Prepaid expenses		506,767			617,803
Total current assets		1,499,631			3,121,937
Marketable securities held in Trust Account		234,601,631			234,600,000
Total Assets	$	236,101,262		$	237,721,937

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	493,552		$	686,125
Due to related party		6,249			173,947
Accrued expenses		293,643			1,207,573
Total current liabilities		793,444			2,067,645
Deferred underwriting fees payable		8,050,000			8,050,000
Derivative warrant liabilities		7,887,971			15,544,000
Total liabilities		16,731,415			25,661,645

Commitments and Contingencies (Note 5)

Class A ordinary shares subject to possible redemption, 23,000,000 shares at $10.20 per share		234,600,000			234,600,000

Shareholders’ deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		-			-
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding (excluding 23,000,000 shares subject to possible redemption)		-			-
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding		575			575
Additional paid-in capital		170,283			-
Accumulated deficit		(15,401,011	)		(22,540,283	)
Total shareholders’ deficit		(15,230,153	)		(22,539,708	)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	236,101,262		$	237,721,937

	For The Three Months Ended March 31, 2022 (Unaudited)

Formation and operating costs		348,105
Loss from operations		(348,105	)
Change in fair value of derivative warrant liabilities		7,656,029
Gain on marketable securities (net), dividends and interest, held in Trust Account		1,631
Compensation expense		(170,283	)
Net income	$	7,139,272
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted		23,000,000
Basic and diluted per share, Class A subject to possible redemption	$	0.25
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted		5,750,000
Basic and diluted per share, Class B non-redeemable ordinary shares	$	0.25

	Ordinary Shares Subject to Possible Redemption				Ordinary Shares
	Class A				Class B
	Shares		Amount		Shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Total Shareholders’ Deficit
Balance as of January 1, 2022		23,000,000	$	234,600,000		5,750,000	$	575	$	-	$	(22,540,283	)	$	(22,539,708	)
Share based compensation to Directors		-		-		-		-		170,283		-			170,283
Net income		-		-		-		-		-		7,139,272			7,139,272
Balance as of March 31, 2022 (unaudited)		23,000,000	$	234,600,000		5,750,000	$	575	$	170,283	$	(15,401,011	)	$	(15,230,153	)

	For The Three Months Ended March 31, 2022 (Unaudited)
Cash Flows from Operating Activities
Net income	$	7,139,272
Adjustments to reconcile net income to net cash used in operating activities:
Compensation expense		170,283
Gain on marketable securities (net), dividends and interest, held in Trust Account		(1,631	)
Formation and operating expenses funded by note payable through Sponsor		6,249
Change in fair value of derivative warrant liabilities		(7,656,029	)
Changes in operating assets and liabilities:
Prepaid and other assets		111,036
Accounts payable		(699,593	)
Accrued expenses		75,393
Net cash used in operating activities		(855,020	)
Cash Flows from Financing Activities
Repayment of note payable and advances from related party		(4,500	)
Offering costs paid		(651,750	)
Net cash provided by financing activities		(656,250	)

Net decrease in cash		(1,511,270	)
Cash - beginning of period		2,504,134
Cash - end of period	$	992,864

Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accounts payable	$	507,020
Offering costs included in accrued expenses at 12/31/2021	$	(989,323	)
Offering costs paid through promissory note - related party	$	(169,447	)

	For The Three Months Ended March 31, 2022 (Unaudited)
Redeemable Class A Ordinary Shares
Numerator: Net income allocable to Redeemable Class A Ordinary Shares	$	5,711,418

Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares
Basic and diluted weighted average shares outstanding, Redeemable Class A		23,000,000
Basic and diluted per share, Class A subject to possible redemption	$	0.25

Non-Redeemable Class B Ordinary Shares
Numerator: Net income allocable to non-redeemable Class B Ordinary Shares
Net income allocable to non-redeemable Class B Ordinary Shares	$	1,427,854

Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares		5,750,000
Basic and diluted per share, Class B non-redeemable ordinary shares	$	0.25

	Level 1		Level 2		Level 3		Total
Assets
Marketable securities held in Trust Account	$	234,601,631	$	-	$	-	$	234,601,631
	$	234,601,631	$	-	$	-	$	234,601,631
Liabilities:
Public Warrants	$	3,875,408	$	-	$	-	$	3,875,408
Private Placement Warrants		-		4,012,563		-		4,012,563
Total liabilities	$	3,875,408	$	4,012,563	$	-	$	7,887,971

As of December 31, 2021
Volatility		11.0	%
Underlying stock price	$	9.67
Expected time until merger (years)		5.92
Risk-free rate		1.33	%
Dividend yield		0.0	%

	Public Warrants			Private Warrants			Total

Fair value at January 1, 2022	$	7,705,000		$	7,839,000		$	15,544,000
Change in fair value		(3,829,592	)		(3,826,437	)		(7,656,029	)
Fair value as of March 31, 2022	$	3,875,408		$	4,012,563		$	7,887,971

	Public Warrant			Private Warrant			Total

Change in fair value		(230,000	)		(234,000	)		(464,000	)
Fair value as of December 31, 2021	$	7,705,000		$	7,839,000		$	15,544,000

Exhibit Number		Description

31**		Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Executive and Principal Financial Officer.
32**		Section 1350 Certification of the Company’s Principal Executive and Principal Financial Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
101.INS**		XBRL Instance Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH**		XBRL Taxonomy Extension Schema Document
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	BULLPEN PARLAY ACQUISITION COMPANY

	By:	/s/ David VanEgmond
		David VanEgmond
		Chief Executive Officer and Director
	Date:	May 13, 2022

SEC Form 10-Q filed by Bullpen Parlay Acquisition Company