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 March 31, 2021

☐ 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: 001-40119

Ibere Pharmaceuticals

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands

98-1564986

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

2005 Market Street, Suite 2030

Philadelphia, PA 19103

(Address of principal executive offices)

(267) 765-3222

(Issuer’s telephone number)

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 Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	IBERU	New York Stock Exchange
Class A ordinary share, $0.0001 par value	IBER	New York Stock Exchange
Warrants, each whole warrant exercisable for one Class A ordinary share for $11.50 per share	IBERW	New York Stock Exchange

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 July 16, 2021, there were 13,800,000 Class A ordinary shares, par value $0.0001 per share, and 3,450,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.


		Page
Part I. Financial Information
Item 1.	Financial Statements
	Condensed Balance Sheets (Unaudited)	1
	Condensed Statement of Operations (Unaudited)	2
	Condensed Statement of Changes in Shareholders’ Equity (Unaudited)	3
	Condensed Statement of Cash Flows (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	24
Item 4.	Controls and Procedures	24
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	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28
Part III. Signatures		29


	March 31, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current assets
Cash	$	1,217,248	$	175,366
Prepaid expenses		409,300		—
Total Current Assets		1,626,548		175,366

Deferred offering costs		—		501,000
Marketable securities held in Trust Account		138,004,575		—
TOTAL ASSETS	$	139,631,123	$	676,366

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	59,087	$	2,218
Accrued offering costs		330,888		485,907
Promissory note - related party		5,959		169,000
Total Current Liabilities		395,934		657,125

Deferred underwriting fee payable		4,830,000		—
Warrant liability		9,512,400		—
TOTAL LIABILITIES		14,738,334		657,125

Commitments

Class A ordinary shares subject to possible redemption 11,988,881 and no shares at redemption value at March 31, 2021 and December 31, 2020, respectively		119,892,787		—

Shareholders’ Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 1,811,119 and no shares issued and outstanding (excluding 11,988,881 and no shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively		181		—
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 3,450,000 shares issued and outstanding, at March 31, 2021 and December 31, 2020⁽¹⁾		345		345
Additional paid-in capital		5,107,233		24,655
Accumulated deficit		(107,757)		(5,759)
Total Shareholders’ Equity		5,000,002		19,241
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	139,631,123	$	676,366


Operating and formation costs	$	94,478
Loss from operations		(94,478)

Other income:
Interest earned on marketable securities held in Trust Account		2,586
Interest income - bank		176
Unrealized gain on marketable securities held in Trust Account		1,989
Transaction costs allocable to warrant liabilities		(364,321)
Change in fair value of warrants		352,050
Total other income		(7,520)

Net loss	$	(101,998)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption		11,963,034
Basic and diluted net income per share, Class A ordinary shares subject to redemption	$	0.00

Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		3,736,911
Basic and diluted net loss per share, Non-redeemable ordinary shares	$	(0.03)


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance — January 1, 2021	—	$	—	3,450,000	$	345	$	24,655	$	(5,759)	$	19,241
Sale of 13,800,000 Units, net of underwriting discounts, initial fair value of public warrants and offering costs	13,800,000		1,380	—		—		124,345,616		—		124,346,996
Cash paid in excess of fair value of Private Placement Warrants	—		—	—		—		628,550		—		628,550
Class A Ordinary shares subject to possible redemption	(11,988,881)		(1,199)	—		—		(119,891,588)		—		(119,892,787)
Net loss	—		—	—		—		—		(101,998)		(101,998)
Balance — March 31, 2021	1,811,119	$	181	3,450,000	$	345	$	5,107,233	$	(107,757)	$	5,000,002


Cash Flows from Operating Activities:
Net loss	$	(101,998)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrants		(352,050)
Transaction costs incurred in connection with IPO		364,321
Interest earned on marketable securities held in Trust Account		(2,586)
Unrealized loss (gain) on marketable securities held in Trust Account		(1,989)
Changes in operating assets and liabilities:
Prepaid expenses		(409,300)
Accrued expenses		56,869
Net cash used in operating activities		(446,733)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(138,000,000)
Net cash used in investing activities		(138,000,000)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		135,240,000
Proceeds from sale of Private Placement Warrants		4,835,000
Proceeds from promissory note — related party		31,159
Repayment of promissory note — related party		(194,200)
Payment of offering costs		(423,344)
Net cash provided by financing activities		139,488,615

Net Change in Cash		1,041,882
Cash – Beginning of period		175,366
Cash – End of period	$	1,217,248

Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	155,019
Initial classification of Class A ordinary share subject to possible redemption	$	119,630,340
Change in value of Class A ordinary share subject to possible redemption	$	262,447
Deferred underwriting fee payable	$	4,830,000


	As
	Previously			As
	Reported		Adjustments	Revised

Balance sheet as of March 2, 2021 (audited)
Warrant Liability	$	—	9,864,450	9,864,450
Class A ordinary shares Subject to Possible Redemption		129,494,790	(9,864,450)	119,630,340
Class A ordinary shares		85	99	184
Additional Paid-in Capital		5,005,455	364,222	5,369,677
Accumulated Deficit		(5,883)	(364,321)	(370,204)


	For the
	Three Months
	ended March 31,
	2021
Ordinary shares subject to possible redemption
Numerator: Earnings allocable to ordinary shares subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	3,975
Unrealized gain on marketable securities held in Trust Account		—
Net Income allocable to shares subject to redemption	$	3,975
Denominator: Weighted Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding		11,963,034
Basic and diluted net income per share	$	0.00

Non-redeemable ordinary shares
Numerator: Net Loss minus Net Earnings
Net income (loss)	$	(101,998)
Less: Net income allocable to Class A ordinary shares subject to possible redemption		(3,975)
Non-Redeemable Net Loss	$	(105,973)
Denominator: Weighted Average Non-Redeemable Ordinary Shares
Basic and diluted weighted average shares outstanding		3,736,911
Basic and diluted net loss per share	$	(0.03)


Description	Level	March 31, 2021
Assets:
Marketable securities held in Trust Account	1	$	138,004,575

Liabilities:
Warrant Liability – Public Warrants	3		5,451,000
Warrant Liability – Private Placement Warrants	3		4,061,400


	March 2, 2021
	(Initial
Input	Measurement)
Risk-free interest rate		0.88	%
Term in years		6.0
Expected volatility (before de-SPAC)		5.0	%
Expected volatility (after de-SPAC)		25.0	%
Exercise price	$	11.50
Stock Price	$	9.70
Probability of de-SPAC		50.0	%


	Private Placement		Public		Warrant Liabilities
Fair value as of December 31, 2020	$	—	$	—	$	—
Initial measurement on March 2, 2021 (IPO)		4,206,450		5,658,000		9,864,450
Change in valuation inputs or other assumptions		(145,050)		(207,000)		(352,050)
Fair value as of March 31, 2021	$	4,061,400	$	5,451,000	$	9,512,400


	IBERE PHARMACEUTICALS

Date: July 16, 2021	By:	/s/ Osagie Imasogie
	Name:	Osagie Imasogie
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

Date: July 16, 2021	By:	/s/ Lisa Gray
	Name:	Lisa Gray
	Title:	Chief Financial Officer, Executive Vice President and Director
		(Principal Financial and Accounting Officer)


No.		Description of Exhibit
3.1		Amended and Restated Memorandum and Articles of Association, dated February 24, 2021. ⁽¹⁾
4.1		A Warrant Agreement, dated February 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. ⁽¹⁾
10.1		Letter Agreement, dated February 25, 2021, by and among the Company, its officers, its directors and the Company’s sponsor, PIPV Capital LLC (the “Sponsor”). ⁽¹⁾
10.2		Investment Management Trust Agreement, dated February 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. ⁽¹⁾
10.3		Registration Rights Agreement, dated February 25, 2021, by and between the Company and the Sponsor. ⁽¹⁾
10.4		Administrative Services Agreement, dated February 25, 2021, by and between the Company and the Sponsor. ⁽¹⁾
10.5		Sponsor Warrants Purchase Agreement, dated February 25, 2021, by and between the Company and the Sponsor. ⁽¹⁾
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
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

SEC Form 10-Q filed by Ibere Pharmaceuticals