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 March 31, 2023

☐ 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: 001-39975

JAWS MUSTANG ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands

98-1564586

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1601 Washington Avenue, Suite 800

Miami Beach, FL 33139

(Address of principal executive offices)

(305) 695-5500

(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-fourth of one redeemable warrant	JWSM.U	NYSE American LLC
Class A Ordinary Shares included as part of the units	JWSM	NYSE American LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	JWSM WS	NYSE American LLC

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 May 10, 2023, there were 2,103,614 Class A ordinary shares, $0.0001 par value and 25,875,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

		Page

Part I. Financial Information		1

Item 1.	Condensed Interim Financial Statements	1

	Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022	1

	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2023 and 2022	2

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2023 and 2022	3

	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	23

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	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	24

Item 6.	Exhibits	24

Part III. Signature		25


	March 31, 2023		December 31, 2022
	(Unaudited)
ASSETS
Current assets:
Cash	$	144,778	$	116,808
Prepaid expenses		144,344		30,802
Total Current Assets		289,122		147,610

Cash and investments held in Trust Account		22,366,597		1,050,320,264
TOTAL ASSETS	$	22,655,719	$	1,050,467,874

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accrued expenses	$	4,091,761	$	3,804,109
Total Current Liabilities		4,091,761		3,804,109

Working capital loan – related party		500,000		—
Warrant liabilities		4,094,750		2,605,750
Deferred underwriting fee payable		14,490,000		36,225,000
Total Liabilities		23,176,511		42,634,859

Commitments and Contingencies

Class A ordinary shares subject to possible redemption 2,103,614 and 103,500,000 shares at approximately $10.63 and $10.15 per share redemption value as of March 31, 2023 and December 31, 2022, respectively		22,366,597		1,050,320,264

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class B ordinary shares, $0.0001 par value; 60,000,000 shares authorized; 25,875,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022		2,588		2,588
Additional paid-in capital		—		—
Accumulated deficit		(22,889,977)		(42,489,837)
Total Shareholders’ Deficit		(22,887,389)		(42,487,249)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT	$	22,655,719	$	1,050,467,874


	Three Months Ended
	March 31,
	2023		2022
General and administrative expenses	$	646,140	$	4,531,596
Loss from operations		(646,140)		(4,531,596)

Other income (expense):
Interest earned on Cash and investments held in Trust Account		4,075,297		161,467
Gain from extinguishment of deferred underwriting commissions allocated to warrant liabilities		467,291		—
Change in fair value of warrant liabilities		(1,489,000)		20,152,257
Total other income (expense), net		3,053,588		20,313,724

Net income	$	2,407,448	$	15,782,128

Weighted average shares outstanding of Class A ordinary shares redeemable shares		41,978,597		103,500,000
Basic and diluted net income per share, Class A ordinary shares redeemable shares	$	0.04	$	0.12
Weighted average shares outstanding of Class B ordinary shares non-redeemable shares		25,875,000		25,875,000
Basic and diluted net income per share, Class B ordinary shares non-redeemable shares	$	0.04	$	0.12


	Class A			Class B				Additional				Total
	Ordinary Shares			Ordinary Shares				Paid-in		Accumulated		Shareholders’
	Shares		Amount	Shares		Amount		Capital		Deficit		Deficit
Balance — January 1, 2023	—	$	—	25,875,000	$	2,588	$	—	$	(42,489,837)	$	(42,487,249)

Accretion for Class A ordinary shares subject to possible redemption	—		—	—		—		—		17,192,412		17,192,412

Net income	—		—	—		—		—		2,407,448		2,407,448

Balance — March 31, 2023	—	$	—	25,875,000	$	2,588	$	—	$	(22,889,977)	$	(22,887,389)


	For the Three Months Ended
	March 31,
		2023	2022
Cash Flows from Operating Activities:
Net income	$	2,407,448	$	15,782,128
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities		1,489,000		(20,152,257)
Gain from extinguishment of deferred underwriting commissions allocated to warrant liabilities		(467,291)		—
Interest earned on cash and investments held in Trust Account		(4,075,297)		(161,467)
Changes in operating assets and liabilities:
Prepaid expenses		(113,542)		(238,460)
Accrued expenses		287,652		4,160,536
Net cash used in operating activities		(472,030)		(609,520)

Cash Flows from Investing Activities:
Investment of cash into Trust Account		—		—
Cash withdrawn from Trust Account to redeem Public Shares		1,032,028,964		—
Net cash (provided by) used in investing activities		1,032,028,964		—

Cash Flows from Financing Activities:
Proceeds from sale of units, net of underwriting discounts paid		—		—
Proceeds from sale of private placement warrants		—		—
Advances from related party		—		—
Repayment of advances from related party		—		—
Repayment of promissory note - related party		—		—
Payment of offering costs		—		—
Proceeds from working capital loan – related party		500,000		—
Redemption of Public Shares		(1,032,028,964)		—
Net cash provided by (used in) financing activities		(1,031,528,964)		—

Net Change in Cash		27,970		(609,520)
Cash – Beginning of period		116,808		1,123,063
Cash – End of period	$	144,778	$	513,543

Supplemental disclosure of noncash activities:
Extinguishment of deferred underwriting commissions allocated to Public Shares	$	21,267,709	$	—


Gross proceeds	$	1,035,000,000
Less:
Proceeds allocated to Public Warrants		(22,252,500)
Class A ordinary shares issuance costs		(55,775,687)
Plus:
Accretion of carrying value to redemption value		93,348,451
Class A ordinary shares subject to possible redemption, December 31, 2022		1,050,320,264
Less:
Redemptions		(1,032,028,964)
Accretion of carrying value to redemption value		(17,192,412)
Plus:
Waiver of offering costs allocated to Class A ordinary shares subject to possible redemption		21,267,709
Class A ordinary shares subject to possible redemption, March 31, 2023	$	22,366,597

SEC Form 10-Q filed by Jaws Mustang Acquisition Corp.