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 September 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 November 12, 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 September 30,2021 (Unaudited) and December 31, 2020	1
	Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2021 (Unaudited)	2
	Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2021 (Unaudited)	3
	Condensed Statement of Cash Flows for the Nine Months Ended September 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		23
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
Part III. Signatures		27


	September 30, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current assets
Cash	$	680,415	$	175,366
Prepaid expenses		291,465		—
Total Current Assets		971,880		175,366

Deferred offering costs		—		501,000
Investments held in Trust Account		138,012,119		—
TOTAL ASSETS	$	138,983,999	$	676,366

LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accrued expenses	$	290,522	$	2,218
Accrued offering costs		—		485,907
Promissory note - related party		—		169,000
Total Current Liabilities		290,522		657,125

Deferred underwriting fee payable		4,830,000		—
Warrant liability		7,041,000		—
TOTAL LIABILITIES		12,161,522		657,125

Commitments and Contingencies

Class A ordinary shares subject to possible redemption 13,800,000 and no shares at September 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 September 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 September 30, 2021 and December 31, 2020		345		345
Additional paid-in capital		—		24,655
Accumulated deficit		(11,177,868)		(5,759)
Total Shareholders’ Equity (Deficit)		(11,177,523)		19,241
TOTAL LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT)	$	138,983,999	$	676,366


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2021		2021

Operating and formation costs	$	315,499	$	643,734
Loss from operations		(315,499)		(643,734)

Other income:
Interest earned on marketable securities held in Trust Account		3,404		12,119
Interest income - bank		—		176
Transaction costs allocable to warrant liabilities		—		(364,321)
Change in fair value of warrants		2,043,300		2,209,000
Other income, net		2,046,704		1,856,974

Net income	$	1,731,205	$	1,213,240

Basic and diluted weighted average shares outstanding, Class A ordinary shares		13,800,000		10,716,484
Basic and diluted net income per share, Class A ordinary shares	$	0.10	$	0.38

Basic and diluted weighted average shares outstanding, Class B ordinary shares		3,450,000		3,349,451
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.10	$	(0.86)


	Class A			Class B
	Ordinary Shares			Ordinary Shares			Additional				Total
	Subject to Redemption						Paid-in		(Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit)		Equity (Deficit)
Balance — January 1, 2021	—	$	—	3,450,000	$	345	$	24,655	$	(5,759)	$	19,241
Sale of 13,800,000 Units at redemption value	13,800,000		138,000,000
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)	13,800,000	$	138,000,000	3,450,000	$	345	$	—	$	(12,796,806)	$	(12,796,461)

Net loss	—		—	—		—		—		(112,267)		(112,267)
Balance — June 30, 2021	13,800,000	$	138,000,000	3,450,000	$	345	$	—	$	(12,909,073)	$	(12,908,728)

Net income	—		—	—		—		—		1,731,205		1,731,205
Balance - September 30, 2021	13,800,000	$	138,000,000	3,450,000	$	345	$	—	$	(11,177,868)	$	(11,177,523)


Cash Flows from Operating Activities:
Net income	$	1,213,240
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(12,119)
Change in fair value of warrant liability		(2,209,000)
Transaction costs allocable to warrant liabilities		364,321
Changes in operating assets and liabilities:
Prepaid expenses		(291,465)
Accrued expenses		136,397
Net cash used in operating activities		(798,626)

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		505,049
Cash – Beginning of period		175,366
Cash – End of period	$	680,415

Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	333,493
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 September 30, 2021		For the nine months ended September 30, 2021
Net income	$	1,731,205	$	1,213,240
Accretion of temporary equity to redemption value		—		(13,377,004)
Net income (loss) including accretion of temporary equity to redemption value	$	1,731,205	$	(12,163,764)


Description	Level	September 30, 2021
Assets:
Marketable securities held in Trust Account	1	$	138,012,119

Liabilities:
Warrant Liability – Public Warrants	1		4,140,000
Warrant Liability – Private Placement Warrants	3		2,901,000


	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	$	—	$	—

SEC Form 10-Q filed by Ibere Pharmaceuticals