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

Commission File Number: 001-40164

G&P ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware

85-4357324

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

222 Bellevue Avenue

Newport, Rhode Island 02840

(Address of principal executive offices, including zip code)

(212) 415-6500

(Registrant’s telephone number, including area code)

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, $0.0001 par value, and one-half of one redeemable warrant	GAPA.U	New York Stock Exchange
Class A common stock, $0.0001 par value	GAPA	New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	GAPA WS	New York Stock Exchange

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, as amended (the “Exchange Act”), 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 16, 2022, 17,500,000 shares of the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and 4,375,000 shares of the Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), were issued and outstanding.


	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021	1
Condensed Statements of Operations for the three months ended March 31, 2022 and 2021 (unaudited)	2
Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2022 and 2021 (unaudited)	3
Condensed Statement of Cash Flows for the three months ended March 31, 2022 and 2021 (unaudited)	4
Notes to the Condensed Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	22
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	25
Item 3. Defaults Upon Senior Securities	25
Item 4. Mine Safety Disclosures	25
Item 5. Other Information	25
Item 6. Exhibits	26


	March 31,		December 31,
	2022		2021
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	272,789	$	544,321
Prepaid expenses		287,500		303,500
Total current assets		560,289		847,821

Investments held in the Trust Account		176,780,949		176,764,144
Long-term prepaid assets		—		62,500
Total assets	$	177,341,238	$	177,674,465

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	587,653	$	422,280
Accrued offering costs		—		153,640
Total current liabilities		587,653		575,920

Deferred underwriting compensation		6,125,000		6,125,000
Warrant liability – Private Placement Warrants		1,121,575		4,060,000
Warrant liability – Public Warrants		1,267,026		4,788,875
Total liabilities		9,101,254		15,549,795

Commitments and contingencies (Note 6):
Class A Common Stock subject to possible redemption (17,500,000 shares at $10.10 per share as of March 31, 2022 and December 31, 2021)		176,750,000		176,750,000

Stockholders’ deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A Common Stock, $0.0001 par value, 200,000,000 shares authorized, none issued and outstanding of March 31, 2022 and December 31, 2021 (excluding 17,500,000 shares of Class A Common Stock subject to possible redemption)		—		—
Class B Common Stock, $0.0001 par value, 20,000,000 shares authorized, 4,375,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021		437		437
Accumulated deficit		(8,510,453)		(14,625,767)
Total stockholders’ deficit		(8,510,016)		(14,625,330)
Total liabilities, common stock subject to possible redemption and stockholders’ deficit	$	177,341,238	$	177,674,465


	For the Three		For the Three
	Months Ended		Months Ended
	March 31, 2022		March 31, 2021
EXPENSES
Administrative fee - related party	$	60,000	$	10,000
General and administrative		301,765		41,260
TOTAL EXPENSES		361,765		51,260

OTHER INCOME (EXPENSES)
Investment income from the Trust Account		16,805		1,719
Warrant offering expenses		—		(488,025)
Change in fair value of warrant liabilities		6,460,274		335,000
TOTAL OTHER INCOME (EXPENSES)		6,477,079		(151,306)

INCOME (LOSS) BEFORE INCOME TAX PROVISION		6,115,314		(202,566)

Income tax provision		—		—

Net income (loss)	$	6,115,314	$	(202,566)

Basic and diluted weighted average shares outstanding, redeemable shares of Class A Common Stock		17,500,000		3,111,111
Basic and diluted net income (loss) per share of redeemable Class A Common Stock	$	0.28	$	(0.03)

Weighted average number of shares of non-redeemable common stock outstanding, basic and diluted ⁽¹⁾		4,375,000		4,375,000
Basic and diluted net income (loss) per share of non-redeemable common stock	$	0.28	$	(0.03)


	Class B			Additional
	Common Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance as of January 1, 2022	4,375,000	$	437	$	—	$	(14,625,767)	$	(14,625,330)

Net income	—		—		—		6,115,314		6,115,314

Balance as of March 31, 2022	4,375,000	$	437	$	—	$	(8,510,453)	$	(8,510,016)


	Class B			Additional
	Common Stock⁽¹⁾			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance as of January 1, 2021	5,031,250	$	503	$	24,497	$	(1,000)	$	24,000

Excess of proceeds received over fair value of warrant liabilities – Private Placement Warrants	—		—		580,000		—		580,000

Measurement adjustment of Class A Common Stock to redemption value	—		—		(604,497)		(18,892,041)		(19,496,538)

Net income	—		—		—		(203,566)		(203,566)

Balance as of March 31, 2021	5,031,250	$	503	$	—	$	(19,096,607)	$	(19,096,104)


	Three Months Ended		Three Months Ended
	March 31, 2022		March 31, 2021
Class A Common Stock
Numerator: Income (loss) allocable to Class A Common Stock	$	4,892,251	$	(84,183)
Denominator: Basic and diluted weighted average shares outstanding		17,500,000		3,111,111
Basic and diluted net income (loss) per share, Class A Common Stock	$	0.28	$	(0.03)

Class B Common Stock
Numerator: Income (loss) allocable to Class B Common Stock	$	1,223,063	$	(118,383)
Denominator: Basic and diluted weighted average shares outstanding		4,375,000		4,375,000
Basic and diluted net income (loss) per share, Class B Common Stock	$	0.28	$	(0.03)


Description	Level	March 31, 2022		December 31, 2021
Assets:
Marketable securities held in the Trust Account	1	$	176,780,949	$	176,764,144

Liabilities:
Warrant liability – Private Placement Warrants	3	$	1,121,575	$	4,060,000
Warrant liability – Public Warrants	1		1,267,026		4,788,875


	Fair Value
	Measurement
	Using Level 3
	Inputs
	Total
Balance, January 1, 2022	$	4,060,000
Change in fair value of derivative liabilities		(2,938,425)
Balance, March 31, 2022	$	1,121,575


	March 31, 2022
Risk-free interest rate	2.5	%
Expected life of grants	4.55	years
Expected volatility of underlying stock	3.7	%
Dividends	0	%
Probability of Business Combination	90	%


No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase 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 - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document


	G&P ACQUISITION CORP.


Date: May 16, 2022	By:	/s/ Brendan T. O’Donnell
		Name:	Brendan T. O’Donnell
		Title:	Chief Executive Officer (Principal Executive Officer)



Date: May 16, 2022	By:	/s/ Joseph Marnikovic
		Name:	Joseph Marnikovic
		Title:	Chief Financial Officer and Treasurer (Principal Financial Officer)

SEC Form 10-Q filed by G&P Acquisition Corp.