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, 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 August 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 as of June 30,2021 (Unaudited) and December 31, 2020	1
	Condensed Statements of operations for the Three and Six Months Ended June 30, 2021 (Unaudited)	2
	Condensed Statement of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2021 (Unaudited)	3
	Condensed Statement of Cash Flows for the Six Months Ended June 30,2021 (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	22
Item 4.	Controls and Procedures	22
Part II. Other Information		24
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
Part III. Signatures		28


	June 30, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current assets
Cash	$	855,808	$	175,366
Prepaid expenses		350,185		—
Total Current Assets		1,205,993		175,366

Deferred offering costs		—		501,000
Investments held in Trust Account		138,008,715		—
TOTAL ASSETS	$	139,214,708	$	676,366

LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	209,136	$	2,218
Accrued offering costs		—		485,907
Promissory note - related party		—		169,000
Total Current Liabilities		209,136		657,125

Deferred underwriting fee payable		4,830,000		—
Warrant liability		9,084,300		—
TOTAL LIABILITIES		14,123,436		657,125

Commitments and Contingencies

Class A ordinary shares subject to possible redemption 13,800,000 and no shares at June 30, 2021 and December 31, 2020, respectively, at redemption value		138,000,000		—

Shareholders’ Equity (Deficit)
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; no shares issued and outstanding (excluding 13,800,000 and no shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively		—		—
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 3,450,000 shares issued and outstanding, at June 30, 2021 and December 31, 2020		345		345
Additional paid-in capital		—		24,655
Accumulated deficit		(12,909,073)		(5,759)
Total Shareholders’ Equity (Deficit)		(12,908,728)		19,241
TOTAL LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT)	$	139,214,708	$	676,366


	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2021		2021

Operating and formation costs	$	233,757	$	328,235
Loss from operations		(233,757)		(328,235)

Other income:
Interest earned on marketable securities held in Trust Account		6,129		8,715
Interest income - bank		—		176
Unrealized loss on marketable securities held in Trust Account		(1,989)		—
Transaction costs allocable to warrant liabilities		—		(364,321)
Change in fair value of warrants		117,350		165,700
Other income, net		121,490		(189,730)

Net loss	$	(112,267)	$	(517,965)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption		13,800,000		9,149,171
Basic and diluted net income (loss) per share, Class A ordinary shares subject to redemption	$	(0.01)	$	0.35

Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		3,450,000		3,298,343
Basic and diluted net loss per share, Non-redeemable ordinary shares	$	(0.01)	$	(1.12)


	Class A			Class B			Additional		(Accumulated Deficit)		Total
	Ordinary Shares			Ordinary Shares			Paid-in		Retained		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Earnings		Equity (Deficit)
Balance — January 1, 2021	—	$	—	3,450,000	$	345	$	24,655	$	(5,759)	$	19,241
Proceeds in excess of fair value of Private Placement Warrants	—		—	—		—		967,000		—		967,000
Accretion of Class A Ordinary shares subject to possible redemption	—		—	—		—		(991,655)		(12,385,349)		(13,377,004)
Net loss	—		—	—		—		—		(405,698)		(405,698)

Balance — March 31, 2021 (as Restated)	—	$	—	3,450,000	$	345	$	—	$	(12,796,806)	$	(12,796,461)

Net loss	—		—	—		—		—		(112,267)		(112,267)
Balance — June 30, 2021	—	$	—	3,450,000	$	345	$	—	$	(12,909,073)	$	(12,908,728)


Cash Flows from Operating Activities:
Net loss	$	(517,965)
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(8,715)
Change in fair value of warrant liability		(165,700)
Transaction costs incurred in connection with warrant liabilities		364,321
Changes in operating assets and liabilities:
Prepaid expenses		(350,185)
Accrued expenses		55,011
Net cash used in operating activities		(623,233)

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		(200,159)
Payment of offering costs		(602,325)
Net cash provided by financing activities		139,303,675

Net Change in Cash		680,442
Cash – Beginning of period		175,366
Cash – End of period	$	855,808

Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	154,512
Offering costs charged to additional paid-in capital	$	769,325
Initial value of warrants	$	9,250,000
Common stock subject to redemption	$	138,000,000
Deferred underwriting fee payable	$	4,830,000


	For the three months ended June 30, 2021		For the six months ended June 30, 2021
Net Loss	$	(112,267)	$	(517,965)
Accretion of temporary equity to redemption value		—		(13,377,004)
Net loss including accretion of temporary equity to redemption value	$	(112,267)	$	(13,894,969)


Description	Level	June 30, 2021
Assets:
Marketable securities held in Trust Account	1	$	138,008,715

Liabilities:
Warrant Liability – Public Warrants	1		5,313,000
Warrant Liability – Private Placement Warrants	3		3,771,300


	March 2, 2021
	(Initial
Input	Measurement)
Risk-free interest rate		0.82	%
Term in years		5.8
Expected volatility		14.0	%
Exercise price	$	11.50
Stock Price	$	9.60


	Private Placement		Public		Warrant Liabilities
Fair value as of December 31, 2020	$	—	$	—	$	—
Initial measurement on March 2, 2021 (IPO) as restated		3,868,000		5,382,000		9,250,000
Change in valuation inputs or other assumptions		(96,700)		(69,000)		(165,700)
Transfer to Level 1		—		(5,313,000)		(5,313,000)
Fair value as of June 30, 2021	$	3,771,300	$	—	$	3,771,300


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
104*		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


	IBERE PHARMACEUTICALS

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

Date: August 16, 2021	By:	/s/ Lisa Gray
	Name:	Lisa Gray
	Title:

SEC Form 10-Q filed by Ibere Pharmaceuticals