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, 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: 001-39935

GROUP NINE ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

85-3841363

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

568 Broadway, Floor 10

New York, New York 10012

(Address of principal executive offices)

(212) 227-1905

(Issuer’s telephone number)

Securities registered pursuant to Section 12(g) 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	GNACU	Nasdaq Capital Market
Class A common stock, par value $0.0001 per share	GNAC	Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	GNACW	Nasdaq Capital Market

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, 2022, there were 23,000,000 shares of Class A common stock, par value $0.0001 per share, and 5,750,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

GROUP NINE ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2022

TABLE OF CONTENTS


		Page
Part I. Financial Information
Item 1. Financial Statements (unaudited)		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 2021 (unaudited)		2
Condensed Statements of Changes in Redeemable Class A Common Stock and Stockholders’ Deficit for the three and six months ended June 30, 2022 and 2021 (unaudited)		3
Condensed Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (unaudited)		4
Notes to Unaudited Condensed Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		24
Item 4. Controls and Procedures		25
Part II. Other Information
Item 1A. Risk Factors		26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		26
Item 6. Exhibits		28
Part III. Signatures		29

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

GROUP NINE ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	June 30,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Current assets
Cash	$	69,053	$	69,053
Prepaid expenses		586,721		1,021,033
Total current assets		655,774		1,090,086

Cash and marketable securities held in Trust Account		230,334,094		230,021,427
TOTAL ASSETS	$	230,989,868	$	231,111,513

LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS' DEFICIT
Current liabilities
Accrued expenses	$	339,099	$	312,942
Due to Sponsor		3,222,977		2,664,092
Income taxes payable		8,932		—
Convertible Promissory note – related party		929,820		729,010
Total current liabilities		4,500,828		3,706,044

Warrant liabilities		1,661,200		5,520,267
Deferred underwriting fee payable		8,064,400		8,064,400
TOTAL LIABILITIES		14,226,428		17,290,711

Commitments and Contingencies (Note 6)

Redeemable Class A Common Stock
Class A common stock subject to possible redemption, 23,000,000 shares at June 30, 2022 and December 31, 2021, respectively (at redemption value of $10 per share)		230,000,000		230,000,000

Stockholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized no shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption), at June 30, 2022 and December 31, 2021		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding, at June 30, 2022 and December 31, 2021		575		575
Additional paid-in capital		—		—
Accumulated deficit		(13,237,135)		(16,179,773)
Total Stockholders’ Deficit		(13,236,560)		(16,179,198)
TOTAL LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS’ DEFICIT	$	230,989,868	$	231,111,513

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

Table of Contents

GROUP NINE ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Formation and operating costs	$	565,924	$	602,866	$	1,019,354	$	1,179,181
Loss from operations		(565,924)		(602,866)		(1,019,354)		(1,179,181)

Other income (expense):
Change in fair value of warrant liabilities		1,394,267		(6,150,667)		3,859,067		1,996,266
Transaction costs related to warrant liabilities		—		—		—		(609,099)
Change in fair value of convertible promissory note		(12,189)		(8,813)		(200,810)		(8,813)
Interest earned on marketable securities held in Trust Account		292,161		5,735		312,667		9,831
Total other income (expense), net		1,674,239		(6,153,745)		3,970,924		1,388,185

Income before provision for income taxes		1,108,315		(6,756,611)		2,951,570		209,004
Provision for income taxes		(8,932)		—		(8,932)		—
Net income (loss)	$	1,099,383	$	(6,756,611)	$	2,942,638	$	209,004

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		23,000,000		23,000,000		23,000,000		20,572,222

Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	0.04	$	(0.24)	$	0.10	$	(0.89)

Basic and diluted weighted average shares outstanding, Class B Non-redeemable common stock		5,750,000		5,750,000		5,750,000		5,667,127

Basic and diluted net income (loss) per share, Class B Non-redeemable common stock	$	0.04	$	(0.24)	$	0.10	$	(0.89)

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

Table of Contents

GROUP NINE ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS’ DEFICIT

(UNAUDITED)

THREE AND SIX MONTHS ENDED JUNE 30, 2022

Class A Common Stock

Class B

Additional

Total

Subject to Possible Redemption

Common Stock

Paid-in

Accumulated

SEC Form 10-Q filed by Group Nine Acquisition Corp.