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

GRAF ACQUISITION CORP. IV

(Exact name of registrant as specified in its charter)

Delaware

001-40427

86-2191918

(State or other jurisdiction of

incorporation or organization)

(Commission
File Number)

(I.R.S. Employer

Identification Number)

, Texas

1790 Hughes Landing Blvd., Suite 400

The Woodlands, Texas

77380

(Address of principal executive offices)

(Zip Code)

(346) 442-0819 (Registrant’s telephone number, including area code)

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 share of common stock and one-fifth of one redeemable warrant	GFOR.U	The New York Stock Exchange
Common stock, par value $0.0001 per share	GFOR	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share	GFOR WS	The 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 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, 21,452,875 shares of common stock, par value $0.0001, were issued and outstanding.


		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	2

	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	2

	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2022 and for the Period from January 28, 2021 (inception) through March 31, 2021	3

	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2022 and for the Period from January 28, 2021 (inception) through March 31, 2021	4

	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and for the Period from January 28, 2021 (inception) through March 31, 2021	5

	Notes to Unaudited Condensed Financial Statements	6

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

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	25

Item 6.	Exhibits	26

SIGNATURES		27


	March 31, 2022		December 31, 2021
	(Unaudited)
Assets:
Current assets:
Cash	$	1,442,523	$	1,722,506
Prepaid expenses		661,000		812,724
Total current assets		2,103,523		2,535,230
Investments held in Trust Account		171,700,181		171,656,153
Total Assets	$	173,803,704	$	174,191,383

Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	77,991	$	51,807
Accrued expenses		2,035,683		1,656,137
Franchise tax payable		79,676		185,205
Total current liabilities		2,193,350		1,893,149
Derivative warrant liability		2,880,140		5,571,410
Deferred underwriting commissions in connection with the initial public offering		6,006,525		6,006,525
Total Liabilities		11,080,015		13,471,084

Commitments and Contingencies

Common stock subject to possible redemption; 17,161,500 shares at redemption value of $10.00 per share as of March 31, 2022 and December 31, 2021		171,615,000		171,615,000

Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of March 31, 2022 and December 31, 2021		—		—
Common stock, $0.0001 par value; 400,000,000 shares authorized; 4,290,375 shares issued and outstanding as of March 31, 2022 and December 31, 2021 (excluding 17,161,500 shares subject to possible redemption)		429		429
Additional paid-in capital		—		—
Accumulated deficit		(8,891,740)		(10,895,130)
Total stockholders' deficit		(8,891,311)		(10,894,701)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	173,803,704	$	174,191,383



			For the Period from
	For the Three		January 28, 2021
	Months Ended		(inception) through
	March 31, 2022		March 31, 2021
General and administrative expenses	$	638,141	$	1,652
General and administrative expenses - related party		45,000		—
Franchise tax expenses		48,767		34,022
Loss from operations		(731,908)		(35,674)

Other income :
Change in fair value of derivative warrant liability		2,691,270		—
Income from investments held in Trust Account		44,028		—
Total other income		2,735,298		—

Net income (loss)	$	2,003,390	$	(35,674)

Weighted average shares outstanding of common stock, basic and diluted		21,451,875		2,797,619
Basic and diluted net income (loss) per share, common stock	$	0.09	$	(0.01)


								Total
	Common Stock			Additional Paid-In		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance — December 31, 2021	4,290,375	$	429	$	—	$	(10,895,130)	$	(10,894,701)
Net income	—		—		—		2,003,390		2,003,390
Balance - March 31, 2022 (unaudited)	4,290,375	$	429	$	—	$	(8,891,740)	$	(8,891,311)


			For the Period
			from January 28,
	For the Three		2021 (inception)
	Months Ended		through March
	March 31, 2022		31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$	2,003,390	$	(35,674)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of derivative warrant liability		(2,691,270)		—
General and administrative expenses paid by related party in exchange for issuance of common stock		—		1,000
General and administrative expenses paid by related party under promissory note		—		652
Income from investments held in Trust Account		(44,027)		—
Change in operating liabilities:
Prepaid expenses		151,724		—
Accrued expenses		379,546		—
Accounts payable		26,183		—
Franchise tax payable		(105,529)		34,022
Net cash used in operating activities		(279,983)		—

Net change in cash		(279,983)		—

Cash - beginning of the period		1,722,506		—
Cash - end of the period	$	1,442,523	$	—

Supplemental disclosure of noncash activities:
Offering costs paid by Sponsor in exchange for issuance of common stock	$	—	$	24,000
Offering costs included in accounts payable	$	—	$	18,025
Offering costs included in accrued expenses	$	—	$	175,175
Offering costs paid by related party under promissory note	$	—	$	62,327


			For the Period from
	For the Three Months		January 28, 2021(inception)
	Ended March 31,		through March 31,
	2022		2021
	Common Stock		Common Stock
Basic net income (loss) per common stock:
Numerator:
Allocation of net income (loss)	$	2,003,390	$	(35,674)

Denominator:
Basic weighted average common stock outstanding		21,451,875		2,797,619

Basic net income (loss) per common stock	$	0.09	$	(0.01)


Gross proceeds from Initial Public Offering	$	171,615,000
Less:
Fair value of Public Warrants at issuance		(7,894,290)
Offering costs allocated at common stock subject to possible redemption		(9,494,877)
Plus:
Accretion on common stock subject to possible redemption		17,389,167
Common stock subject to possible redemption	$	171,615,000


March 31,2022
	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:

U.S. Treasury securities	$	171,700,181	$	—	$	—
Liabilities
Derivative Warrant liability- Private warrants	$	—	$	—	$	2,880,140


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:

U.S. Treasury securities	$	171,656,153	$	—	$	—
Liabilities
Derivative Warrant liability- Private warrants	$	—	$	—	$	5,571,410


	March 31, 2022			December 31, 2021
Exercise price	$	11.50		$	11.50
Share price	$	9.70		$	9.69
Expected term (years)		5.73			5.98
Volatility		8.00	%		16.20	%
Risk-free rate		2.41	%		1.35	%
Dividend yield (per share)		0.00	%		0.00	%


Exhibit Number		Description

31.1		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief 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 Chief 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		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 (Embedded within the Inline XBRL document and included in Exhibit)


	GRAF ACQUISITION CORP. IV

	By:	/s/ James A. Graf
	Name:	James A. Graf
	Title:	Chief Executive Officer (Principal Executive Officer)


	By:	/s/ Sterling Cross
	Name:	Sterling Cross
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)


Derivative warrant liability at December 31, 2021	$	5,571,410
Change in fair value of derivative warrant liability		(2,691,270)
Derivative warrant liability at March 31, 2022	$	2,880,140

SEC Form 10-Q filed by Graf Acquisition Corp. IV