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 September 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: 001-40888

HAWKS ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Delaware		86-1273146
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

600 Lexington Avenue, 9th Floor

New York, NY 10022

(Address of principal executive offices, including zip code)

(212) 542-4540

(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 and one-half of one redeemable public warrant	HWKZ.U	New York Stock Exchange
Class A common stock, $0.0001 par value per share	HWKZ	New York Stock Exchange
Public warrants, each whole public warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	HWKZ 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 November 14, 2022, 23,000,000 shares of the Class A common stock, par value $0.0001 per share,and 5,750,000 shares of the Class B common stock, par value $0.0001 per share, were issued and outstanding.

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
Balance Sheets (unaudited)		2
Statements of Operations (unaudited)		3
Statements of Changes in Stockholders’ (Deficit) Equity (unaudited)		4
Statements of Cash Flows (unaudited)		5
Notes to the Condensed Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	21
Item 4.	Controls and Procedures	21
PART II. OTHER INFORMATION		21
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	23
	Signatures	24


	September		December
	30, 2022		31, 2021
ASSETS
Current Assets:
Cash	$	583,214	$	1,025,367
Prepaid expenses – current		334,190		346,790
Total Current Assets		917,404		1,372,157
Prepaid expenses – non-current		7,323		256,364
Investments held in Trust		231,033,848		230,022,043
Total Assets	$	231,958,575	$	231,650,564

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accrued expenses	$	562,109	$	591,020
Total Current Liabilities		562,109		591,020
Deferred income tax liability		190,736		—
Deferred underwriting commission payable		8,650,000		8,650,000
Total Liabilities		9,402,845		9,241,020
Commitments and contingencies

Class A common stock subject to possible redemption; 23,000,000 shares at redemption value		231,033,848		230,000,000

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; 80,000,000 shares authorized; none issued and outstanding		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized 5,750,000 shares issued and outstanding		575		575
Additional paid-in capital		—		—
Accumulated deficit		(8,478,693)		(7,591,031)
Total Stockholders’ Deficit		(8,478,118)		(7,590,456)
Total Liabilities and Stockholders’ Deficit	$	231,958,575	$	231,650,564


							For the
	For the		For the		For the		Period from
	Three		Nine		Three		January 4, 2021
	Months		Months		Months		(inception)
	Ended		Ended		Ended		Through
	September 30,		September 30,		September 30,		September 30,
	2022		2022		2021		2021
Formation and operating costs	$	269,864	$	1,070,913	$	108	$	2,257
Loss from operations		(269,864)		(1,070,913)		(108)		(2,257)

Other income:
Interest earned on assets held in Trust		1,044,711		1,414,554		—		—
Total other income		1,044,711		1,414,554		—		—
Income (loss) before income tax expense		774,847		343,641		(108)		(2,257)
Income tax expense		(177,699)		(197,455)		—		—
Net income (loss)	$	597,148	$	146,186	$	(108)	$	(2,257)

Weighted average Class A shares outstanding, basic and diluted		23,000,000		23,000,000		—		—
Basic and diluted net income (loss) per Class A common share	$	0.02	$	0.01	$	—	$	—
Weighted average Class B shares outstanding, basic and diluted⁽¹⁾		5,750,000		5,750,000		5,000,000		5,000,000
Basic and diluted net income (loss) per Class B common share	$	0.02	$	0.01	$	(0.00)	$	(0.00)


	Class B			Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance, January 1, 2022	5,750,000	$	575	$	—	$	(7,591,031)	$	(7,590,456)
Net loss	—		—		—		(473,316)		(473,316)
Balance, March 31, 2022	5,750,000	$	575	$	—	$	(8,064,347)	$	(8,063,772)
Net income	—		—		—		22,354		22,354
Balance, June 30, 2022	5,750,000	$	575	$	—	$	(8,041,993)	$	(8,041,418)
Remeasurement of Class A common stock subject to possible redemption to redemption value	—		—		—		(1,033,848)		(1,033,848)
Net income	—		—		—		597,148		597,148
Balance, September 30, 2022	5,750,000	$	575	$	—	$	(8,478,693)	$	(8,478,118)


	For the Three				For the Nine
	Months Ended				Months Ended
	September 30, 2022				September 30, 2022
	Class A Common		Class B Common		Class A Common		Class B Common
	Stock		Stock		Stock		Stock
Basic and diluted net income per common share
Numerator:
Allocation of net income	$	477,718	$	119,430	$	116,949	$	29,237
Denominator:
Basic and diluted weighted average shares outstanding		23,000,000		5,750,000		23,000,000		5,750,000

Basic and diluted net income per common share	$	0.02	$	0.02	$	0.01	$	0.01

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


	HAWKS ACQUISITION CORP


Date: November 14, 2022	By:	/s/ J. Carney Hawks
		Name:	J. Carney Hawks
		Title:	Chief Executive Officer (Principal Executive Officer)


Date: November 14, 2022	By:	/s/ Lois Mannon
		Name:	Lois Mannon
		Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Hawks Acquisition Corp