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 No. 001-41142

SCULPTOR ACQUISITION CORP I

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1590223
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9 West 57th Street, 39th Floor New York, NY		10019
(Address of principal executive offices)		(Zip Code)

(212) 790-0000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, 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, $0.0001 par value, and one-half of one redeemable warrant	SCUA.U	New York Stock Exchange
Class A ordinary shares included as part of the units	SCUA	New York Stock Exchange
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	SCUA WS	New York Stock Exchange

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 12, 2023 there were 23,000,000 Class A ordinary shares, $0.0001 par value, and 5,750,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

SCULPTOR ACQUISITION CORP I

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2023

Table of Contents

			Page No.
	PART I. FINANCIAL INFORMATION

Item 1.		Condensed 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	20

Item 3.		Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.		Controls and Procedures	24

	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	25

Item 3.		Defaults Upon Senior Securities	26

Item 4.		Mine Safety Disclosures	26

Item 5.		Other Information	26

Item 6.		Exhibits	26

	SIGNATURES		28

	March 31, 2023 (unaudited)			December 31, 2022

Assets
Current assets:
Cash	$	-		$	-
Prepaid expenses		497,199			563,385
Total current assets		497,199			563,385
Investments held in Trust Account		240,641,073			237,964,294
Total Assets	$	241,138,272		$	238,527,679

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	50,314		$	15,803
Accrued expenses		1,350			1,926
Total current liabilities		51,664			17,729
Working capital loan - related party, at fair value		51,264			79,260
Derivative warrant liabilities		2,202,150			1,177,555
Deferred underwriting fees		8,050,000			8,050,000
Total Liabilities		10,355,078			9,324,544

Commitments and Contingencies (Note 6)

Class A ordinary shares; 23,000,000 shares subject to possible redemption at $10.46 per share and $10.34 per share as of March 31, 2023 and December 31, 2022, respectively		240,541,073			237,864,294

Shareholders’ 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; no non-redeemable shares issued or outstanding		-			-
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding		575			575
Additional paid-in capital		-			-
Accumulated deficit		(9,758,454	)		(8,661,734	)
Total Shareholders’ Deficit		(9,757,879	)		(8,661,159	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	241,138,272		$	238,527,679

	For the Three Months Ended March 31,
	2023			2022

General and administrative expenses	$	326,047		$	343,758
Loss from operations		(326,047	)		(343,758	)

Other income (expenses):
Change in fair value of derivative warrant liabilities		(1,024,595	)		8,330,000
Change in fair value of working capital loan - related party		253,922			125,547
Income from investments held in Trust Account		2,676,779			22,304
Total other income		1,906,106			8,477,851

Net income	$	1,580,059		$	8,134,093

Weighted average Class A ordinary shares subject to possible redemption, basic and diluted		23,000,000			23,000,000
Basic and diluted net income per ordinary share, Class A subject to possible redemption	$	0.05		$	0.28
Weighted average Class B ordinary shares, basic and diluted		5,750,000			5,750,000
Basic and diluted net income per ordinary share, Class B	$	0.05		$	0.28

	For the Three Months Ended March 31, 2023
					Additional Paid-in Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Class B Ordinary Shares
	Shares		Amount
Balance - December 31, 2022		5,750,000	$	575	$	-	$	(8,661,734	)	$	(8,661,159	)
Remeasurement of Class A ordinary shares to redemption value		-		-		-		(2,676,779	)		(2,676,779	)
Net income		-		-		-		1,580,059			1,580,059
Balance - March 31, 2023 (unaudited)		5,750,000	$	575	$	-	$	(9,758,454	)	$	(9,757,879	)

	For the Three Months Ended March 31, 2023				For the Three Months Ended March 31, 2022
	Class A		Class B		Class A		Class B
Numerator:
Allocation of net income	$	1,264,047	$	316,012	$	6,507,274	$	1,626,819

Denominator:
Weighted average ordinary shares outstanding, basic and diluted		23,000,000		5,750,000		23,000,000		5,750,000

Basic and diluted net income per ordinary share	$	0.05	$	0.05	$	0.28	$	0.28

Gross proceeds	$	230,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(14,950,000	)
Offering costs allocated to Class A shares subject to possible redemption		(12,706,476	)
Plus:
Accretion on Class A ordinary shares subject to possible redemption		32,256,476
Class A ordinary shares subject to possible redemption at December 31, 2021	$	234,600,000
Remeasurement of Class A ordinary shares to redemption value		3,264,294
Class A ordinary shares subject to possible redemption at December 31, 2022	$	237,864,294
Remeasurement of Class A ordinary shares to redemption value		2,676,779
Class A ordinary shares subject to possible redemption at March 31, 2023	$	240,541,073

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	240,641,073	$	-	$	-
Liabilities:
Derivative warrant liabilities - Public Warrants	$	1,082,150	$	-	$	-
Derivative warrant liabilities - Private Placement Warrants	$	-	$	-	$	1,120,000
Working capital loan - related party	$	-	$	-	$	51,264

	March 31, 2023			December 31, 2022
Exercise price	$	11.50		$	11.50
Stock price	$	10.44		$	10.26
Volatility		13.07	%		6.85	%
Risk-free rate		4.70% - 4.80	%		4.57% - 4.62	%
Dividend yield		0.0	%		0.0	%
Years to expected initial Business Combination date		0.19			0.44
Years to expiration		5			5
Probability of a business combination		5	%		10	%

Level 3 Rollforward:			Working capital loan -
	Warrants		related party
Level 3 - Warrant Liabilities & working capital loan at December 31, 2022	$	581,280	$	79,260
Borrowing under working capital loan - related party		-		225,926
Change in fair value of warrant liabilities		538,720		-
Change in fair value of working capital loan - related party		-		(253,922	)
Level 3 - Warrant Liabilities & working capital loan at March 31, 2023	$	1,120,000	$	51,264

Exhibit number	Description of exhibit
3.1	Amended and Restated Memorandum and Articles of Association (1)

4.1	Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (1)

4.2	Form of Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Form S-1, filed on October 15, 2021 (File No. 333-260302))

4.3	Form of Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Form S-1, filed on October 15, 2021 (File No. 333-260302))

4.4	Form of Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Form S-1, filed on October 15, 2021 (File No. 333-260302))

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

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

32.1**	Certification of Principal 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 Principal 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.

101.CAL*	XBRL Taxonomy Extension Calculation Linkbase.

101.DEF*	XBRL Taxonomy Extension Definition Linkbase.

101.LAB*	XBRL Taxonomy Extension Label Linkbase.

101.PRE*	XBRL Taxonomy Extension Presentation Linkbase.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

		SCULPTOR ACQUISITION CORP I

Date:	May 12, 2023	By:	/s/ Steven Orbuch
		Name:	Steven Orbuch
		Title:	Chief Executive Officer (Principal Executive Officer)

Date:	May 12, 2023	By:	/s/ Dava Ritchea
		Name:	Dava Ritchea
		Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Sculptor Acquisition Corp I