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 March 31, 2022


☐	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: 001-39578

Recharge Acquisition Corp.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

85-1873676

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1900 Main Street, Suite 201

Sarasota, Florida 34236

(Address of principal executive offices)

(937) 610-4057

(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 share of Class A Common Stock and one-half of one Redeemable Warrant	RCHGU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	RCHG	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share	RCHGW	The Nasdaq Stock Market 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 13, 2022, there were 20,040,000 shares of Class A common stock, par value $0.0001 per share, and 5,010,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.


		Page
Part I. Financial Information
Item 1. Interim Financial Statements
Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021 (Audited)		3
Condensed Statements of Operations for the Three months Ended March 31, 2022 and 2021 (Unaudited)		4
Condensed Statements of Changes in Stockholders’ Deficit for the Three months Ended March 31, 2022 and 2021 (Unaudited)		5
Condensed Statements of Cash Flows for the Three months Ended March 31, 2022 and 2021 (Unaudited)		6
Notes to Condensed Financial Statements (Unaudited)		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		24
Item 4. Controls and Procedures		25
Part II. Other Information
Item 1. Legal Proceedings		25
Item 1A. Risk Factors		25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		26
Item 3. Defaults Upon Senior Securities		27
Item 4. Mine Safety Disclosures		27
Item 5. Other Information		27
Item 6. Exhibits		28
Part III. Signatures		29


	March 31,		December 31,
	2022		2021
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash	$	382,713	$	544,121
Prepaid expenses		88,374		65,625
Total Current Assets		471,087		609,746

Cash and marketable securities held in Trust Account		202,498,869		202,523,092
TOTAL ASSETS	$	202,969,956	$	203,132,838

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	313,282	$	371,345
Promissory note — related party		185,047		185,047
Total Current Liabilities		498,329		556,392

Warrant liabilities		4,258,450		8,723,869
Deferred underwriting fee payable		7,014,000		7,014,000
TOTAL LIABILITIES		11,770,779		16,294,261

Commitments

Class A common stock subject to possible redemption, par value $0.0001; 100,000,000 shares authorized; 20,040,000 shares at redemption value of $10 per share at March 31, 2022 and December 31, 2021		202,404,000		202,404,000

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—		—
Class A common stock, par value $0.0001; 100,000,000 shares authorized, no shares issued and outstanding (excluding 20,040,000 shares subject to possible redemption) at March 31, 2022 and December 31, 2021		—		—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,010,000 shares issued and outstanding at March 31, 2022 and December 31, 2021		501		501
Additional paid-in capital		—		—
Accumulated deficit		(11,205,324)		(15,565,924)
Total Stockholders’ Deficit		(11,204,823)		(15,565,423)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	202,969,956	$	203,132,838


	For the Three		For the Three
	Months Ended		Months Ended
	March 31,		March 31,
	2022		2021

Formation and operational costs	$	179,096	$	217,961
Loss from operations		(179,096)		(217,961)

Other income:
Interest earned on marketable securities held in Trust Account		16,683		40,072
Unrealized gain on marketable securities held in Trust Account		57,594		5,697
Interest income - bank		—		66
Change in fair value of warrant liabilities		4,465,419		15,069,540
Total other income, net		4,539,696		15,115,375

Net income	$	4,360,600	$	14,897,414

Basic and diluted weighted average shares outstanding, Class A common stock		20,040,000		20,040,000
Basic and diluted net income per share, Class A common stock	$	0.17	$	0.60

Basic and diluted weighted average shares outstanding, Class B common stock		5,010,000		4,970,000
Basic and diluted net income per share, Class B common stock	$	0.17	$	0.60


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – January 1, 2022	—	$	—	5,010,000	$	501	$	—	$	(15,565,924)	$	(15,565,423)

Net income	—		—	—		—		—		4,360,600		4,360,600

Balance – March 31, 2022	—	$	—	5,010,000	$	501	$	—	$	(11,205,324)	$	(11,204,823)


Gross proceeds	$	202,404,000
Less:
Proceeds allocated to Public Warrants		(4,579,580)
Class A common stock issuance costs		(13,092,812)
Plus:
Accretion of carrying value to redemption value		17,672,392
Class A common stock subject to possible redemption	$	202,404,000


	For the Three Months Ended				For the Three Months Ended
	March 31,				March 31,
	2022				2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per common stock
Numerator:
Allocation of net income, as adjusted	$	3,488,480	$	872,120	$	11,936,992	$	2,960,422
Denominator:
Basic and diluted weighted average shares outstanding		20,040,000		5,010,000		20,040,000		4,970,000
Basic and diluted net income per common stock	$	0.17	$	0.17	$	0.60	$	0.60


		March 31,		December 31,
Description	Level	2022		2021
Assets:
Cash and marketable securities held in Trust Account	1	$	202,498,869	$	202,523,092

Liabilities:
Warrant Liability – Public Warrants	1	$	2,400,493	$	4,913,415
Warrant Liability – Private Placement Warrants	3	$	1,857,957	$	3,810,454


	March 31,			December 31,
Input	2022			2021
Risk-free interest rate		2.45	%		1.13	%
Effective expiration date		5/05/26			2/18/2026
Trading days per year		252			252
Expected volatility		5.1	%		11.0	%
Exercise price	$	11.50		$	11.50
Stock Price	$	9.97		$	9.90


	Warrant Liabilities
	Private Placement
Fair value as of January 1, 2022	$	3,810,454
Change in fair value of warrant liabilities		(1,952,497)
Fair value as of March 31, 2022	$	1,857,957


No.		Description of Exhibit
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*

SEC Form 10-Q filed by Recharge Acquisition Corp.