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 quarter ended June 30, 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: 001-40126

DHB CAPITAL CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

85-4335869

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

5 Brewster Street #2105

Glen Cove, NY 11542

(Address of principal executive offices)

(646) 450-5664

(Issuer’s telephone number)

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 Class A Common Stock and one-third of one Redeemable Warrant	DHBCU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	DHBC	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share	DHBCW	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 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 12, 2021, there were 28,750,000 shares of Class A common stock, $0.0001 par value and 7,187,500 shares of Class B common stock, $0.0001 par value, issued and outstanding.

		Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020		1
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2021 (Unaudited)		2
Condensed Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2021 (Unaudited)		3
Condensed Statement of Cash Flows for the Six Months Ended June 30, 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 Regarding Market Risk		24
Item 4. Controls and Procedures		24
Part II. Other Information
Item 1. Legal Proceedings		25
Item 1A. Risk Factors		25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		25
Item 3. Defaults Upon Senior Securities		25
Item 4. Mine Safety Disclosures		25
Item 5. Other Information		25
Item 6. Exhibits		26
Signatures		27


	June 30, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current assets
Cash	$	510,638	$	—
Prepaid Expenses		759,366		—
Total Current Assets		1,270,004		—

Deferred offering costs		—		43,332
Cash and marketable securities held in Trust Account		287,505,553		—
TOTAL ASSETS	$	288,775,557	$	43,332

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	1,350,000	$	—
Promissory note - related party		—		19,102
Total Current Liabilities		1,350,000		19,102
Deferred underwriting fee payable		10,062,500		—
Warrant Liability		13,326,667		—
Total Liabilities		24,739,167		19,102

Commitments and Contingencies

Class A common stock subject to possible redemption 25,903,639 shares at a redemption value of $10.00 per share at June 30, 2021 and no shares at December 31, 2020		259,036,390		—

Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 300,000,000 shares authorized; 2,846,361 and no shares issued and outstanding (excluding 25,903,639 and no shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively		285		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding at June 30, 2021 and December 31, 2020 ⁽¹⁾		719		719
Additional paid-in capital		7,730,053		24,281
Accumulated deficit		(2,731,057)		(770)
Total Stockholders’ Equity		5,000,000		24,230
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	288,775,557	$	43,332


	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2021		2021
Operating and formation costs	$	1,476,597	$	1,673,742
Loss from operations		(1,476,597)		(1,673,742)

Other income (expense):
Interest earned on investments held in Trust Account		4,369		5,553
Transaction costs incurred in connection with warrant liability		—		(472,097)
Change in fair value of warrant liabilities		(2,706,667)		(590,001)
Other expenses, net		(2,702,298)		(1,056,545)

Net loss	$	(4,178,895)	$	(2,730,287)

Weighted average shares outstanding, Class A redeemable common stock		28,750,000		28,371,849

Basic and diluted net income per share, Class A redeemable common stock	$	0.00	$	0.00

Weighted average shares outstanding, Class B non-redeemable common stock		7,187,500		6,804,213

Basic and diluted net loss per share, Class B non-redeemable common stock	$	(0.58)	$	(0.40)


									Retained
	Class A			Class B			Additional		Earnings		Total
	Common Stock			Common Stock ⁽¹⁾			Paid-in		(Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit)		Equity
Balance — January 1, 2021	—	$	—	7,187,500	$	719	$	24,281	$	(770)	$	24,230

Sale of 25,000,000 Units, net of underwriting discounts, offering costs related to Class A common stock and initial fair value of Public Warrants	28,750,000		2,875	—		—		263,484,572		—		263,487,447

Sale of 5,166,667 Private Placement Warrants (proceeds received in excess of fair value)	—		—	—		—		3,255,000		—		3,255,000

Class A Common stock subject to possible redemption	(26,321,528)		(2,632)	—		—		(263,212,652)		—		(263,215,284)

Net income	—		—	—		—		—		1,448,608		1,448,608

Balance — March 31, 2021	2,428,472		243	7,187,500		719		3,551,201		1,447,838		5,000,001


Change in value of Class A common stock subject to possible redemption	417,889		42	—		—		4,178,852		—		4,178,894


Net loss	—		—	—		—		—		(4,178,895)		(4,178,895)

Balance – June 30, 2021	2,846,361	$	285	7,187,500	$	719	$	7,730,053	$	(2,731,057)	$	5,000,000


Cash Flows from Operating Activities:
Net loss	$	(2,730,287)
Adjustments to reconcile net loss to net cash used in operating activities:
Operating Costs paid through promissory note		450
Interest earned on marketable securities held in Trust Account		(5,553)
Change in fair value of warrant liabilities		590,001
Transaction costs incurred allocated to warrant liabilities		472,097
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(759,366)
Accrued expenses		1,350,000
Net cash used in operating activities		(1,082,658)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(287,500,000)
Net cash used in investing activities		(287,500,000)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		281,750,000
Proceeds from sale of Private Placement Warrants		7,750,000
Repayment of promissory note — related party		(121,049)
Payment of offering costs		(285,655)
Net cash provided by financing activities		289,093,296

Net Change in Cash		510,638
Cash — Beginning of period		—
Cash — End of period	$	510,638

Non-Cash investing and financing activities:
Offering costs paid through promissory note	$	101,497
Initial classification of Class A common stock subject to possible redemption	$	261,291,534
Change in value of Class A common stock subject to possible redemption	$	(2,255,144)
Deferred underwriting fee payable	$	10,062,500
Initial value of warranty liability	$	12,736,666


	Three Months		Six Months
	Ended		Ended
	June 30,		June 30,
	2021		2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	4,369	$	5,553
Less: Income and Franchise Tax available to be withdrawn from the Trust Account		(4,369)		(5,553)
Redeemable Net Earnings	$	—	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		28,750,000		28,371,849
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00	$	0.00

Non-Redeemable Class B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(4,178,895)	$	(2,730,287)
Redeemable Net Earnings		—		—
Non-Redeemable Net Loss	$	(4,178,895)	$	(2,730,287)
Denominator: Weighted Average Non-Redeemable Class B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		7,187,500		6,804,213
Loss/Basic and Diluted Non-Redeemable Class B Common Stock	$	(0.58)	$	(0.40)


		June 30,
Description	Level	2021
Assets:
Investments held in Trust Account - U.S. Treasury Securities Money Market Fund	1	$	287,505,553

Liabilities:
Warrant Liability - Public Warrants	1		8,625,000
Warrant Liability - Private Placement Warrants	3		4,701,667


	June 30,
Input:	2021
Risk-free interest rate		0.90	%
Effective Expiration date		7/19/2026
Expected volatility		15.5	%
Exercise price	$	11.50
Stock price	$	9.77


	Private				Warrant
	Placement		Public		Liabilities

Fair value as of January 1, 2021	$	—	$	—	$	—
Initial measurement on March 4, 2021 (including over-allotment)		4,495,000		8,241,666		12,736,666
Change in fair value		206,667

SEC Form 10-Q filed by DHB Capital Corp. common stock