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 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 __________

EMERGING MARKETS HORIZON CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41136		98-1607027
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

8th Floor, Berkeley Square House Berkeley Square London, United Kingdom		W1J 6DB
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +44 20 7647 9100
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:	Name of Each Exchange on Which Registered:
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant to acquire one Class A ordinary share	HORIU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	HORI	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	HORIW	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, 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 October 21, 2022, 28,750,000 Class A ordinary shares, par value $0.0001 per share, and 7,187,500 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

EMERGING MARKETS HORIZON CORP.

Form 10-Q

For the Quarter Ended June 30, 2022

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION		1
Item 1.	Condensed Financial Statements	1
	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1
	Condensed Statements of Operations for the Three and Six Months ended June 30, 2022 and the Period from May 6, 2021 (inception) through June 30, 2021 (Unaudited)	2
	Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months ended June 30, 2022 and the Period from May 6, 2021 (inception) through June 30, 2021 (Unaudited)	3
	Condensed Statements of Cash Flows for the Six Months ended June 30, 2022 and the Period from May 6, 2021 (inception) through 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	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II – OTHER INFORMATION		25
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	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, 2022			December 31, 2021
	(unaudited)
ASSETS
Current Assets
Cash	$	45,339		$	503,187
Other receivables		—			12,500
Prepaid expenses - current		458,683			584,866
Total Current Assets		504,022			1,100,553
Investments held in Trust Account		293,684,284			293,251,371
Prepaid expenses - non-current		—			116,668
Total Assets	$	294,188,306		$	294,468,592

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	638,433		$	133,563
Due to related party		30,000			—
Total Current Liabilities		668,433			133,563

Warrant liabilities		2,571,250			13,881,250
Deferred underwriting commissions payable		10,062,500			10,062,500
Total Liabilities		13,302,183			24,077,313

Commitments and Contingencies
Class A ordinary shares, $0.0001 par value, subject to possible redemption; 28,750,000 shares (at a redemption value of $10.20 per share) at June 30, 2022 and December 31,2021		293,684,284			293,251,371

Shareholders’ Deficit
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30, 2022 and December 31, 2021		—			—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; none issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at June 30, 2022 and December 31, 2021		—			—
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 7,187,500 shares issued and outstanding at June 30, 2022 and December 31, 2021		719			719
Accumulated deficit		(12,798,880	)		(22,860,811	)
Total Shareholders’ Deficit		(12,798,161	)		(22,860,092	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	294,188,306		$	294,468,592

	Three Months ended June 30,			Six Months ended June 30,			Period from May 6, 2021 (inception) through June 30,
	2022			2022			2021
Formation and operating costs	$	637,931		$	1,248,069		$	3,471
Loss from operations		(637,931	)		(1,248,069	)		(3,471	)

Other income:
Change in fair value of warrant liabilities		1,168,750			11,310,000			—
Income earned on investments held in Trust Account		406,242			432,913			—
Total other income, net		1,574,992			11,742,913			—

Net Income (Loss)	$	937,061		$	10,494,844		$	(3,471	)

Weighted average Class A redeemable shares outstanding, basic and diluted		28,750,000			28,750,000			—
Basic and diluted net income per Class A redeemable share outstanding	$	0.03		$	0.29		$	—
Weighted average Class B non-redeemable shares outstanding, basic and diluted		7,187,500			7,187,500			6,250,000
Basic and diluted net income (loss) per Class B non-redeemable share outstanding	$	0.03		$	0.29		$	(0.00	)

Three and Six Months ended June 30, 2022	Class B Ordinary Shares				Additional Paid in Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Shares		Amount
Balance – December 31, 2021		7,187,500	$	719	$	—	$	(22,860,811	)	$	(22,860,092	)
Remeasurement adjustment on Class A ordinary shares subject to possible redemption		—		—		—		(26,671	)		(26,671	)
Net income		—		—		—		9,557,783			9,557,783
Balance – March 31, 2022		7,187,500		719		—		(13,329,699	)		(13,328,980	)
Remeasurement adjustment on Class A ordinary shares subject to possible redemption		—		—		—		(406,242	)		(406,242	)
Net income		—		—		—		937,061			937,061
Balance – June 30, 2022		7,187,500	$	719	$	—	$	(12,798,880	)	$	(12,798,161	)

Period from May 6, 2021 (inception) through June 30, 2021	Class B Ordinary Shares				Additional Paid in Capital		Accumulated Deficit			Total Shareholders’ Equity
	Shares		Amount
Balance – May 6, 2021 (inception)		—	$	—	$	—	$	—		$	—
Issuance of Class B ordinary shares to Sponsor		7,187,500		719		24,281		—			25,000
Net loss		—		—		—		(3,471	)		(3,471	)
Balance – June 30, 2021		7,187,500	$	719	$	24,281	$	(3,471	)	$	21,529

	Six Months ended June 30, 2022			Period from May 6, 2021 (inception) through June 30, 2021
Cash flows from Operating Activities:
Net income (loss)	$	10,494,844		$	(3,471	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liabilities		(11,310,000	)		—
Income earned on investments held in Trust Account		(432,913	)		—
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		255,351			—
Deferred financing costs		—			(43,625	)
Accounts payable and accrued expenses		504,870			3,471
Due to related party		30,000			—
Net cash used in operating activities		(457,848	)		(43,625	)

Cash flows from Financing Activities:
Proceeds from issuance of promissory note to related party		—			122,000
Net cash provided by financing activities		—			122,000

Net Change in Cash	$	(457,848	)	$	78,375
Cash – Beginning of period		503,187			—
Cash – End of period	$	45,339		$	78,375
Supplemental Disclosures of Noncash Financing Activities
Remeasurement adjustment on Class A ordinary shares subject to possible redemption	$	432,913		$	—
Deferred offering costs included in accrued offering costs	$	—		$	140,116
Payment of deferred offering costs by the Sponsor in exchange for the issuance of Class B common stock to the Sponsor	$	—		$	25,000

Class A ordinary shares subject to possible redemption at May 6, 2021 (inception)	$	—
Gross proceeds from the sale of Class A ordinary shares in IPO		287,500,000
Less:
Fair value of Public Warrants at issuance		(17,968,750	)
Issuance costs on Class A ordinary shares		(15,591,299	)
Plus:
Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value		39,311,420
Class A ordinary shares subject to possible redemption at December 31, 2021		293,251,371
Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value		432,913
Class A ordinary shares subject to possible redemption at June 30, 2022	$	293,684,284

	Three Months ended June 30, 2022			Six Months ended June 30, 2022			Period from May 6, 2021 (inception) through June 30, 2021
Common shares subject to possible redemption
Numerator: Net income allocable to common shares subject to possible redemption	$	749,649		$	8,395,875		$	—

Denominator: Weighted average Class A redeemable common shares
Weighted average Class A redeemable common shares outstanding, basic and diluted		28,750,000			28,750,000			—
Basic and diluted net income per share, Class A redeemable common stock	$	0.03		$	0.29		$	—

Non-redeemable common stock
Numerator: Net income (loss) minus redeemable net income
Net income (loss)	$	937,061		$	10,494,844		$	(3,471	)
Less: redeemable net income		(749,649	)		(8,395,875	)		—
Non-redeemable net income (loss)	$	187,412		$	2,098,969		$	(3,471	)
Denominator: Weighted average Class B non-redeemable common shares
Weighted average Class B non-redeemable common shares outstanding, basic		7,187,500			7,187,500			6,250,000
Basic and diluted net income (loss) per share, Class B non-redeemable common stock	$	0.03		$	0.29		$	(0.00	)

At June 30, 2022	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account	$	293,684,284	$	—	$	—

Liabilities:
Public Warrants	$	1,581,250	$	—	$	—
Private Placement Warrants		—		—		990,000
Total warrant liabilities	$	1,581,250	$	—	$	990,000

At December 31, 2021	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account	$	293,251,371	$	—	$	—

Liabilities:
Public Warrants	$	—	$	—	$	8,481,250
Private Placement Warrants		—		—		5,400,000
Total warrant liabilities	$	—	$	—	$	13,881,250

	Private Placement Warrants
Exercise price	$	11.50
Share price	$	9.91
Volatility		1.8	%
Expected term (years)		4.6
Risk-free rate		3.01	%
Dividend yield		—	%

Exhibit No.		Description
31.1		Certification of the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) or Rule 15d-14(a).*
31.2		Certification of the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) or Rule 15d-14(a).*
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS		Inline XBRL Instance Document.
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		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	Public Warrants			Private Placement Warrants

Warrant liabilities at December 31, 2021	$	8,481,250		$	5,400,000
Transfer out to Level 1		(8,481,250	)		—
Change in fair value of warrant liabilities		—			(4,410,000	)
Warrant liabilities at June 30, 2022	$	—		$	990,000

	EMERGING MARKETS HORIZON CORP.

Date: October 21, 2022	/s/ Jonathan Neill
	Name: Jonathan Neill
	Title: Interim Chief Executive Officer and Director
	(Principal Executive Officer)

Date: October 21, 2022	/s/ Christopher Edwards
	Name: Christopher Edwards
	Title: Interim Chief Financial Officer and Director
	(Principal Financial Officer)

SEC Form 10-Q filed by Emerging Markets Horizon Corp.