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 June 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

LDH Growth Corp I

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40229	98-1562246
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

200 S. Biscayne Blvd, 19th Floor, Miami, FL		33131
(Address of principal executive offices)		(Zip Code)

(786) 524-1028

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 and one-fifth redeemable warrant	LDHAU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	LDHA	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A ordinary share for $11.50 per share	LDHAW	The Nasdaq Stock Market LLC

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 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 August 11, 2022, 23,000,000 Class A ordinary shares, par value $0.0001, and 5,750,000 Class B ordinary shares, par value $0.0001, were issued and outstanding.

LDH GROWTH CORP I

Quarterly Report on Form 10-Q

Table of Contents

		Page No.

PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

	Condensed Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	1

	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021	2

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2022 and 2021	3

	Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	27

SIGNATURES		28

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PART I - FINANCIAL INFORMATION

Item 1.

Condensed Financial Statements.

LDH GROWTH CORP I

CONDENSED BALANCE SHEETS

	June 30, 2022			December 31, 2021
	(Unaudited)
Assets
Current assets:
Cash	$	733,186		$	1,145,208
Prepaid expenses		490,843			823,748
Total current assets		1,224,029			1,968,956
Investments held in Trust Account		230,350,973			230,017,306
Total Assets	$	231,575,002		$	231,986,262

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	-		$	40,496
Accrued expenses		46,656			108,021
Due to related party		55,000			-
Total current liabilities		101,656			148,517
Deferred underwriting commissions		8,050,000			8,050,000
Derivative liabilities		2,466,670			7,551,330
Total liabilities		10,618,326			15,749,847

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at $10.01 and $10.00 per share redemption value at June 30, 2022 and December 31, 2021, respectively		230,251,000			230,000,000

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		-			-
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no non-redeemable shares issued or outstanding at June 30, 2022 and December 31, 2021		-			-
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding at June 30, 2022 and December 31, 2021		575			575
Accumulated deficit		(9,294,899	)		(13,764,160	)
Total shareholders’ deficit		(9,294,324	)		(13,763,585	)
Total Liabilities, Class A ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	231,575,002		$	231,986,262

The accompanying notes are an integral part of these unaudited condensed financial statements.

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LDH GROWTH CORP I

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
General and administrative expenses	$	324,098		$	305,806		$	698,066		$	362,035
Loss from operations		(324,098	)		(305,806	)		(698,066	)		(362,035	)
Other income (expenses)
Change in fair value of derivative liabilities		1,282,660			(1,874,670	)		5,084,660			(2,019,330	)
Offering costs - derivative liabilities		-			-			-			(259,140	)
Income from investments held in Trust Account		310,601			9,487			333,667			9,487
Total other income (expenses), net		1,593,261			(1,865,183	)		5,418,327			(2,268,983	)
Net income (loss)	$	1,269,163		$	(2,170,989	)	$	4,720,261		$	(2,631,018	)

Weighted average number of Class A ordinary shares - basic and diluted		23,000,000			23,000,000			23,000,000			13,772,455
Basic and diluted net income (loss) per share, Class A ordinary shares	$	0.04		$	(0.08	)	$	0.16		$	(0.14	)
Weighted average number of Class B ordinary shares - basic and diluted		5,750,000			5,750,000			5,750,000			5,449,102
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.04		$	(0.08	)	$	0.16		$	(0.14	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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LDH GROWTH CORP I

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the Three and Six Months Ended June 30, 2022

	Ordinary Shares
	Class A				Class B				Additional Paid-in Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Total Shareholders’ Deficit
Balance - December 31, 2021		-	$	-		5,750,000	$	575	$	-	$	(13,764,160	)	$	(13,763,585	)
Net income		-		-		-		-		-		3,451,098			3,451,098
Balance - March 31, 2022 (Unaudited)		-	$	-		5,750,000	$	575	$	-	$	(10,313,062	)	$	(10,312,487	)
Increase in redemption value of Class A ordinary shares subject to possible redemption		-		-		-		-		-		(251,000	)		(251,000	)
Net income		-		-		-		-		-		1,269,163			1,269,163
Balance - June 30, 2022 (Unaudited)		-	$	-		5,750,000	$	575	$	-	$	(9,294,899	)	$	(9,294,324	)

For the Three and Six Months Ended June 30, 2021

	Ordinary Shares
	Class A				Class B					Additional Paid-in Capital			Accumulated Deficit			Total Shareholders’ Deficit
	Shares		Amount		Shares			Amount		Additional Paid-in Capital			Accumulated Deficit			Total Shareholders’ Deficit
Balance - December 31, 2020		-	$	-		1		$	-	$	-		$	(5,463	)	$	(5,463	)
Cancellation of ordinary share		-		-		(1	)		-		-			-			-
Issuance of Class B ordinary shares to Sponsor		-		-		5,750,000			575		24,425			-			25,000
Excess of cash received over fair value of private placement warrants		-		-		-			-		2,949,330			-			2,949,330
Accretion of Class A ordinary shares to redemption amount		-		-		-			-		(2,973,755	)		(14,309,816	)		(17,283,571	)
Net loss		-		-		-			-		-			(460,029	)		(460,029	)
Balance - March 31, 2021 (Unaudited)		-		-		5,750,000			575		-			(14,775,308	)		(14,774,733	)
Net loss		-		-		-			-		-			(2,170,989	)		(2,170,989	)
Balance - June 30, 2021(Unaudited)		-	$	-		5,750,000		$	575	$	-		$	(16,946,297	)	$	(16,945,722	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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LDH GROWTH CORP I

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

	Six Months Ended June 30,
	2022			2021
Cash Flows from Operating Activities:
Net income (loss)	$	4,720,261		$	(2,631,018	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares		-			25,000
Change in fair value of derivative liabilities		(5,084,660	)		2,019,330
Offering costs - derivative liabilities		-			259,140
Income from investments held in Trust Account		(333,667	)		(9,487	)
Changes in operating assets and liabilities:
Prepaid expenses		332,905			(1,134,864	)
Accounts payable		(40,496	)		45,789
Accrued expenses		8,635			47,000
Due to related party		55,000			-
Net cash used in operating activities		(342,022	)		(1,379,110	)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		-			(230,000,000	)
Net cash used in investing activities		-			(230,000,000	)

Cash Flows from Financing Activities:
Proceeds from promissory note issued to related party		-			300,000
Repayment of promissory note to related party		-			(300,000	)
Proceeds received from initial public offering, gross		-			230,000,000
Proceeds received from private placement		-			7,900,000
Offering costs paid		(70,000	)		(4,697,493	)
Net cash provided by (used in) financing activities		(70,000	)		233,202,507

Net change in cash		(412,022	)		1,823,397

Cash - beginning of the period		1,145,208			-
Cash - end of the period	$	733,186		$	1,823,397

Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accounts payable	$	-		$	89,339
Offering costs included in accrued expenses	$	-		$	(30,828	)
Deferred underwriting commissions	$	-		$	8,050,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

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LDH GROWTH CORP I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1-Description of Organization and Business Operations

LDH Growth Corp I (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 7, 2020 (inception). The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of June 30, 2022, the Company had not commenced any operations. All activity for the period from October 7, 2020 (inception) through June 30, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company’s sponsor is LDH Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 18, 2021. On March 23, 2021, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.3 million, of which approximately $8.1 million was for deferred underwriting commissions (see Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,266,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $7.9 million (see Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

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LDH GROWTH CORP I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company will provide its holders of its Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 23, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination Period.

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LDH GROWTH CORP I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS