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, 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 No. 001-39867

PIONEER MERGER CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1563709
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)


660 Madison Avenue, 19^th Floor New York, New York		10065
(Address of principal executive offices)		(Zip Code)

(212) 803-9080

(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 one consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	PACXU	The Nasdaq Capital Market
Class A ordinary shares included as part of the units	PACX	The Nasdaq Capital Market
Redeemable warrants included as part of the units	PACXW	The Nasdaq Capital Market

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 May 14, 2021, a total of 40,250,000 shares of Class A ordinary shares, par value $0.0001 per share, and a total of 10,062,500 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020	1

	Unaudited Condensed Statement of Operations for the Three Months Ended March 31, 2021	2

	Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021	3

	Unaudited Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021	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	23

Item 4.	Controls and Procedures	23

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 from Registered Securities	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	26

SIGNATURES		27


	March 31, 2021		December 31, 2020
		(unaudited)
Assets
Current assets:
Cash	$	392,089	$	—
Prepaid expenses		809,379		—
Total current assets		1,201,468		—
Deferred offering costs		—		517,758
Investments held in Trust Account		402,508,602		—
Total Assets	$	403,710,070	$	517,758

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	64,788	$	25,324
Accrued expenses		155,945		387,058
Note payable - related party		—		115,388
Total current liabilities		220,733		527,770
Deferred underwriting commissions		14,087,500		—
Derivative warrant liabilities		20,986,500		—
Total liabilities		35,294,733		527,770

Commitments and Contingencies

Class A ordinary shares, $0.0001 par value; 36,341,533 shares subject to possible redemption at $10.00 per share as of March 31, 2021		363,415,330		—

Shareholders' Equity (Deficit)
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 3,908,467 shares issued and outstanding (excluding 36,341,533 shares subjection to possible redemption) as of March 31, 2021		391		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 10,062,500 shares issued and outstanding		1,006		1,006
Additional paid-in capital		—		23,994
Retained earnings (accumulated deficit)		4,998,610		(35,012)
Total shareholders' equity (deficit)		5,000,007		(10,012)
Total Liabilities and Shareholders' Equity (Deficit)	$	403,710,070	$	517,758


General and administrative expenses	$	308,408
General and administrative expenses - related party		54,788
Loss from operations		(363,196)

Other income (expenses)
Loss on excess of fair value over cash received for Private Placment warrants		(737,000)
Change in fair value of derivative warrant liabilities		8,583,830
Financing costs - derivative warrant liabilities		(1,080,020)
Interest income from investments held in Trust Account		8,602
Net income	$	6,412,216

Basic and diluted weighted average shares outstanding of Class A ordinary shares		40,250,000
Basic and diluted net income per share, Class A ordinary shares	$	0.00
Basic and diluted weighted average shares outstanding of Class B non-redeemable shares		9,902,083
Basic and diluted net income per share, Class B non-redeemable shares	$	0.65


									Retained
	Ordinary Shares							Additional	Earnings		Total
	Class A			Class B				Paid-in	(Accumulated		Shareholders'
	Shares	Amount		Shares	Amount		Capital		Deficit)		Equity
Balance — December 31, 2020	—	$	—	10,062,500	$	1,006	$	23,994	$	(35,012)	$	(10,012)
Sale of units in initial public offering, less allocation to derivative warrant liabilities	40,250,000		4,025	—		—		383,712,645		—		383,716,670
Offering costs	—		—	—		—		(21,703,537)		—		(21,703,537)
Shares subject to possible redemption	(36,341,533)		(3,634)	—		—		(362,033,102)		(1,378,594)		(363,415,330)
Net income	—		—	—		—		—		6,412,216		6,412,216
Balance — March 31, 2021 (unaudited)	3,908,467	$	391	10,062,500	$	1,006	$	—	$	4,998,610	$	5,000,007


Cash Flows from Operating Activities:
Net income	$	6,412,216
Adjustments to reconcile net income to net cash used in operating activities:
Interest income from investments held in Trust Account		(8,602)
Loss on excess of fair value over cash received for Private Placment warrants		737,000
Change in fair value of derivative warrant liabilities		(8,583,830)
Financing costs - derivative warrant liabilities		1,080,020
Changes in operating assets and liabilities:
Prepaid expenses		(809,379)
Accounts payable		39,464
Accrued expenses		73,887
Net cash used in operating activities		(1,059,224)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		(402,500,000)
Net cash used in investing activities		(402,500,000)

Cash Flows from Financing Activities:
Proceeds from note payable to related party		26,000
Repayment of note payable to related party		(141,388)
Proceeds received from initial public offering, gross		402,500,000
Proceeds received from private placement		10,050,000
Offering costs paid		(8,483,299)
Net cash provided by financing activities		403,951,313

Net change in cash		392,089

Cash — beginning of the period		—
Cash — end of the period	$	392,089

Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	$	70,000
Deferred underwriting commissions	$	14,087,500
Reversal of accrued offering costs	$	375,000
Initial value of Class A ordinary shares subject to possible redemption	$	355,174,100
Change in value of Class A ordinary shares subject to possible redemption	$	8,241,230


	Fair Value Measured as of March 31, 2021
		Level 1		Level 2		Level 3		Total
Liabilities:
Derivative warrant liabilities - Public warrants	$	12,477,500	$	—	$	—	$	12,477,500
Derivative warrant liabilities - Private warrants		—		—		8,509,000		8,509,000
Total fair value	$	12,477,500	$	—	$	8,509,000	$	20,986,500


	As of January 12, 2021		As of March 31, 2021
Exercise price	11.50		11.50
Stock Price	10.00		9.72
Option term (in years)	5.00		5.00
Volatility	30	%	20	%
Risk-free interest rate	0.50	%	0.92	%


Level 3 - Derivative warrant liabilities at January 1, 2021	$	—
Issuance of Public and Private Warrants		29,570,330
Transfer of Public Warrants to Level 1		(18,783,330)
Change in fair value of derivative warrant liabilities		(2,278,000)
Level 3 - Derivative warrant liabilities at March 31, 2021	$	8,509,000


	As of January 12, 2021
	As Previously
	Reported		Adjustment		As Revised
Balance Sheet
Total assets	$	405,392,200	$	—	$	405,392,200
Liabilities and shareholders’ equity
Total current liabilities	$	1,560,266	$	—	$	1,560,266
Deferred underwriting commissions		14,087,500		—		14,087,500
Derivative warrant liabilities		—		29,570,330		29,570,330
Total liabilities		15,647,766		29,570,330		45,218,096
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption		384,744,430		(29,570,330)		355,174,100
Shareholders’ equity
Preferred stock- $0.0001 par value		—		—		—
Class A ordinary shares - $0.0001 par value		178		295		473
Class B ordinary shares - $0.0001 par value		1,006		—		1,006
Additional paid-in-capital		5,045,829		1,816,725		6,862,554
Accumulated deficit		(47,009)		(1,817,020)		(1,864,029)
Total shareholders’ equity		5,000,004		—		5,000,004
Total liabilities and shareholders’ equity	$	405,392,200	$	—	$	405,392,200


Exhibit Number		Description

31.1*		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief 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 Chief 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 Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

	PIONEER MERGER CORP.


	By:	/s/ Ryan Khoury
	Name:	Ryan Khoury
	Title:	Chief Executive Officer
		(Principal Executive Officer)

SEC Form 10-Q filed by Pioneer Merger Corp.