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, 2023

☐ 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)

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 August 14, 2023, 10,373,875 shares of common stock, par value $0.0001, were issued and outstanding.

Table of Contents

GRAF ACQUISITION CORP. IV

Quarterly Report on Form 10-Q

Table of Contents


		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Consolidated Financial Statements	1

	Condensed Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022	1

	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022	2

	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2023 and 2022	3

	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022	4

	Notes to Unaudited Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	26

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

SIGNATURE		29

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

GRAF ACQUISITION CORP. IV

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30, 2023		December 31, 2022
	(Unaudited)
Assets:
Current assets:
Cash	$	41,459	$	635,155
Prepaid expenses		34,179		242,752
Total current assets		75,638		877,907
Cash and investments held in Trust Account		63,529,895		173,488,201
Total Assets	$	63,605,533	$	174,366,108

Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	163,344	$	177,157
Franchise tax payable		66,255		42,705
Accrued expenses		5,050,540		2,444,352
Due to related party		32,809		—
Income tax payable		572,146		181,374
Convertible promissory note - related party		416,710		—
Total current liabilities		6,301,804		2,845,588
Derivative warrant liability		944,310		424,940
Deferred underwriting commissions in connection with the initial public offering		2,102,284		2,102,284
Total Liabilities		9,348,398		5,372,812

Commitments and Contingencies

Common stock subject to possible redemption; 6,083,500 and 17,161,500 shares at redemption value of approximately $10.32 and $10.09 per share as of June 30, 2023 and December 31, 2022, respectively		62,796,284		173,164,122

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of June 30, 2023 and December 31, 2022		—		—
Common stock, $0.0001 par value; 400,000,000 shares authorized; 4,290,375 shares issued and outstanding (excluding 6,083,500 and 17,161,500 shares subject to possible redemption) as of June 30, 2023 and December 31, 2022, respectively		429		429
Additional paid-in capital		—		—
Accumulated deficit		(8,539,578)		(4,171,255)
Total stockholders’ deficit		(8,539,149)		(4,170,826)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	63,605,533	$	174,366,108

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

GRAF ACQUISITION CORP. IV

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
General and administrative expenses	$	2,581,577	$	874,637	$	3,441,419	$	1,512,778
General and administrative expenses - related party		45,000		45,000		90,000		90,000
Franchise tax expenses		50,000		49,315		100,000		98,082
Loss from operations		(2,676,577)		(968,952)		(3,631,419)		(1,700,860)

Other income (expense)
Change in fair value of derivative warrant liability		(283,300)		1,605,330		(519,370)		4,296,600
Gain on settlement of deferred underwriting commissions		—		179,595		—		179,595
Income from investments held in Trust Account		1,415,607		124,764		3,389,390		168,792
Other income (expense)		1,132,307		1,909,689		2,870,020		4,644,987

Net (loss) income before income tax		(1,544,270)		940,737		(761,399)		2,944,127
Income tax (expense) benefit		(286,778)		15,402		(690,772)		15,402
Net (loss) income	$	(1,831,048)	$	956,139	$	(1,452,171)	$	2,959,529

Weighted average shares outstanding of common stock, basic		16,825,897		21,451,875		19,126,107		21,451,875
Basic and diluted net (loss) income per share, common stock	$	(0.11)	$	0.04	$	(0.08)	$	0.14

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

GRAF ACQUISITION CORP. IV

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023


								Total
	Common Stock			Additional Paid-In		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance - December 31, 2022	4,290,375	$	429	$	—	$	(4,171,255)	$	(4,170,826)

Net income	—		—		—		378,877		378,877

Adjustment for accretion of common stock subject to possible redemption amount	—		—		—		(1,507,323)		(1,507,323)

Balance - March 31, 2023 (Unaudited)	4,290,375		429		—		(5,299,701)		(5,299,272)

Net loss	—		—		—		(1,831,048)		(1,831,048)

Adjustment for accretion of common stock subject to possible redemption amount	—		—		—		(1,408,829)		(1,408,829)

Balance - June 30, 2023 (Unaudited)	4,290,375	$	429	$	—	$	(8,539,578)	$	(8,539,149)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022


								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)

Net income	—		—		—		956,139		956,139

Adjustment for accretion of common stock subject to possible redemption amount	—		—		—		3,724,646		3,724,646

Balance - June 30, 2022 (Unaudited)	4,290,375	$	429	$	—	$	(4,210,955)	$	(4,210,526)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

GRAF ACQUISITION CORP. IV

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Six Months Ended
	June 30,
	2023		2022
Cash Flows from Operating Activities:
Net (loss) income	$	(1,452,171)	$	2,959,529
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Change in fair value of derivative warrant liability		519,370		(4,296,600)
Gain on settlement of deferred underwriting commissions		—		(179,595)
Income from investments held in Trust Account		(3,389,390)		(168,792)
Change in operating assets and liabilities:
Prepaid expenses		208,573		288,199
Prepaid expenses - related party		—		(13,173)
Accounts payable		(13,813)		79,438
Franchise tax payable		23,550		(56,214)
Income tax payable		390,772		(15,402)
Due to related party		32,809		—
Accrued expenses		2,618,655		940,161
Net cash used in operating activities		(1,061,645)		(462,449)

Cash Flows from Investing Activities:
Investment of cash into Trust Account		(330,000)		—
Cash withdrawals from Trust Account to pay for taxes

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