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 June 30, 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 August 5, 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. Condensed Financial Statements
Condensed Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021(audited)	3
Condensed Statements of Operations for the for the three months ended June 30, 2022 and June 30, 2021 and for the six months ended June 30, 2022 (unaudited)	4
Condensed Statement of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit for the three and six months ended June 30, 2022 and Condensed Changes in Shareholders’ Equity for the Period from April 1, 2021 (inception) through June 30, 2021(unaudited)	5
Condensed Statements of Cash Flows for the six months Ended June 30, 2022 and for the period from April 1, 2021 (Inception) through June 30, 2021(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	26
SIGNATURES	27

	JUNE 30, 2022			DECEMBER 31, 2021
	(Unaudited)
ASSETS
Cash	$	849,776		$	2,504,134
Prepaid expenses		323,319			617,803
Total current assets		1,173,095			3,121,937
Marketable securities held in Trust Account		234,757,094			234,600,000
Total Assets	$	235,930,189		$	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		-			173,947
Accrued expenses		315,228			1,207,573
Total current liabilities		808,780			2,067,645
Deferred underwriting fees payable		8,050,000			8,050,000
Derivative warrant liabilities		3,480,000			15,544,000
Total liabilities		12,338,780			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		342,458			-
Accumulated deficit		(11,351,624	)		(22,540,283	)
Total shareholders’ deficit		(11,008,591	)		(22,539,708	)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	235,930,189		$	237,721,937

	For The Three Months Ended June 30, 2022			For The Three Months Ended June 30, 2021			For The Six Months Ended June 30, 2022

Formation and operating costs	$	339,900		$	103,965		$	689,977
Loss from operations		(339,900	)		(103,965	)		(689,877	)
Change in fair value of derivative warrant liabilities		4,407,971			-			12,064,000
Gain on marketable securities (net), dividends and interest, held in Trust Account		155,463			-			157,094
Compensation expense		(172,175	)		(79,058	)		(342,458	)
Net income (loss)	$	4,051,359		$	(183,023	)	$	11,188,659
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted		23,000,000			-			23,000,000
Basic and diluted net income (loss) per share, Class A subject to possible redemption	$	0.14		$	0.00		$	0.39
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted		5,750,000			5,000,000			5,750,000
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares	$	0.14		$	(0.04	)	$	0.39

	Ordinary Shares Subject to Possible Redemption				Ordinary Shares				Additional Paid-In Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Class A				Class B
	Shares		Amount		Shares		Amount
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		-		-		-		-		-		7,137,300			7,137,300
Balance as of March 31, 2022 (unaudited)		23,000,000	$	234,600,000		5,750,000	$	575	$	170,283	$	(15,402,983	)	$	(15,232,125	)

Share based compensation to Directors		-		-		-		-		172,175		-			172,175
Net income		-		-		-		-		-		4,051,359			4,051,359
Balance as of June 30, 2022 (unaudited)		23,000,000	$	234,600,000		5,750,000	$	575	$	342,458	$	(11,351,624	)	$	(11,008,591	)

	For The Six Months Ended June 30, 2022			For The Period From April 1, 2021 (Inception) Through June 30, 2021
Cash Flows from Operating Activities
Net income (loss)	$	11,188,659		$	(183,023	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Compensation expense		342,458			79,058
Gain on marketable securities (net), dividends and interest, held in Trust Account		(157,094	)		-
Formation and operating expenses funded by note payable through Sponsor		-			375
Change in fair value of derivative warrant liabilities		(12,064,000	)		-
Formation and operating expenses paid in exchange for Founder Shares		-			18,941
Changes in operating assets and liabilities:
Prepaid and other assets		294,484			-
Accounts payable		(699,593	)		-
Accrued expenses		117,117			84,649
Net cash used in operating activities		(977,969	)		-
Cash Flows from Financing Activities
Repayment of note payable and advances from related party		(4,500	)		-
Offering costs paid		(671,889	)		-
Net cash used in financing activities		(676,389	)		-

Net (decrease) increase in cash		(1,654,358	)		-
Cash - beginning of period		2,504,134			-
Cash - end of period	$	849,776		$	-

Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accounts payable	$	507,020		$	-
Offering costs included in accrued expenses	$	(1,009,462	)	$	389,788
Offering costs paid through promissory note - related party	$	(169,447	)	$	98,250

	For The Three Months Ended June 30, 2022		For The Three Months Ended June 30, 2021			For The Six Months Ended June 30, 2022
Redeemable Class A Ordinary Shares
Numerator: Net income (loss) allocable to Redeemable Class A Ordinary Shares
Net income (loss) allocable to Redeemable Class A Ordinary Shares	$	3,241,087	$	-		$	8,950,927

Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares
Basic and diluted weighted average shares outstanding, Redeemable Class A		23,000,000		-			23,000,000
Basic and diluted net income (loss) per share, Class A subject to possible redemption	$	0.14	$	0.00		$	0.39

Non-Redeemable Class B Ordinary Shares
Numerator: Net income (loss) allocable to non-redeemable Class B Ordinary Shares
Net income (loss) allocable to non-redeemable Class B Ordinary Shares	$	810,272	$	(183,023	)	$	2,327,732

Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares		5,750,000		5,000,000			5,750,000
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares	$	0.14	$	(0.04	)	$	0.39

	Level 1		Level 2		Level 3		Total
Assets
Marketable securities held in Trust Account	$	234,757,094	$	-	$	-	$	234,757,094
	$	234,757,094	$	-	$	-	$	234,757,094
Liabilities:
Public Warrants	$	1,725,000	$	-	$	-	$	1,725,000
Private Placement Warrants		-		1,755,000		-		1,755,000
Total liabilities	$	1,725,000	$	1,755,000	$	-	$	3,480,000

Derivative warrant liabilities at April 1, 2021 (inception)	$	-
Issuance of Public and Private Warrants - Level 3 measurements		16,008,000
Change in fair value of derivative warrant liabilities with Level 3 inputs		(464,000	)

Derivative warrant liabilities at December 31, 2021 with Level 3 inputs	$	15,544,000
Transfer out of level 3		(15,544,000	)
Derivative warrant liabilities at June 30, 2022 with Level 3 inputs	$	-

	Public Warrant		Private Warrant		Total

Fair value at January 1, 2022	$	7,705,000	$	7,839,000	$	15,544,000
Change in fair value		5,980,000		6,084,000		12,064,000
Fair value as of June 30, 2022	$	1,725,000	$	1,755,000	$	3,480,000

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	%

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:	August 5, 2022

SEC Form 10-Q filed by Bullpen Parlay Acquisition Company