10-Q 1 brhc10024441_10q.htm 10-Q

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 number 001-39021

Silver Spike Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

660 Madison Ave Ste 1600

New York, New York 10065

(Address of principal executive offices, including zip code)

(212) 905-4923

Registrant’s Telephone Number, Including Area Code

N/A

(Former name, former address and former fiscal year, if changed since last report)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share	SSPK	The NASDAQ Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	SSPKW	The NASDAQ Stock Market LLC
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	SSPKU	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 May 11, 2021, there were 24,998,575 Class A ordinary shares, $0.0001 par value per share, and 6,250,000 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

SILVER SPIKE ACQUISITION CORP.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page

PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Consolidated Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2019	1

	Consolidated Statements of Operations for the Three Months Ended March 31, 2020 (unaudited) and for the Three Months Ended March 31, 2020 (unaudited)	2

	Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2021 (unaudited) and for the Three Months Ended March 31, 2020 (unaudited)	3

	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) and for the Three Months Ended March 31, 2020 (unaudited)	4

	Notes to Consolidated Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21

Item 4.	Control and Procedures	22

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	25

SIGNATURES		26

	March 31, 2021			December 31, 2020
	(unaudited)
ASSETS
Current assets
Cash		100,608			312,707
Prepaid expenses		101,730			30,833
Total Current Assets		202,338			343,540
Marketable securities held in Trust Account		254,202,898			254,187,706
Total Assets	$	254,405,236		$	254,531,246
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	3,549,523		$	3,152,970
Related party promissory note		200,000			—
Total Current Liabilities		3,749,523			3,152,970
Warrant Liability		141,900,000			63,680,000
Deferred underwriting fee payable		8,750,000			8,750,000
Total Liabilities		154,399,523			75,582,970
Commitments
Class A ordinary shares subject to possible redemption, 9,342,960 and 17,108,250 shares at redemption value at March 31, 2021 and December 31, 2020, respectively		95,005,712			173,948,273
Shareholders’ Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 15,655,615 and 7,891,750 shares issued and outstanding (excluding 9,342,960 and 17,108,250 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively		1,566			789
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,250,000 shares issued and outstanding at March 31, 2021 and December 31, 2020		625			625
Additional paid-in capital		130,948,287			52,020,992
Accumulated deficit		(125,950,477	)		(47,022,403	)
Total Shareholders’ Equity		5,000,001			5,000,003
Total Liabilities and Shareholders’ Equity	$	254,405,236		$	254,531,246

	Three Months Ended March 31,
	2021			2020
Formation and operating costs	$	737,755		$	457,616
Loss from operations		(737,755	)		(457,616	)

Other (expense) income:
Change in fair value of warrant liability		(78,220,000	)		195,000
Interest income on marketable securities held in Trust Account		29,681			932,037
Unrealized (loss) gain on marketable securities held in Trust Account		—			1,152,686
Other (expense) income, net		(78,190,319	)		2,279,723

Net (loss) income	$	(78,928,074	)	$	1,822,107


Basic and diluted weighted average shares outstanding, Ordinary shares subject to redemption		17,108,013			22,424,313
Basic and diluted net income per share, Ordinary shares subject to redemption	$	—		$	0.09

Basic and diluted weighted average shares outstanding, ordinary shares		14,141,750			8,825,687
Basic and diluted net loss per share, Ordinary shares	$	(5.58	)	$	(0.02	)

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in Capital		Accumulated Deficit			Total Shareholders’ Equity
	Shares		Amount		Shares		Amount
Balance – January 1, 2021 (restated)		7,891,750	$	789		6,250,000	$	625	$	52,020,992	$	(47,022,403	)	$	5,000,003

Change in value of ordinary shares subject to possible redemption		7,763,865		777		—		—		78,927,295		—			78,928,072
Net loss		—		—		—		—		—		(78,928,074	)		(78,928,074	)
Balance – March 31, 2021		15,655,615	$	1,566		6,250,000	$	625	$	130,948,287	$	(125,950,477	)	$	5,000,001

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in Capital		Retained Earnings			Total Shareholders’ Equity
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Retained Earnings			Total Shareholders’ Equity
Balance – January 1, 2020 (restated)		2,575,687	$	258		6,250,000	$	625		—	$	4,999,118		$	5,000,001

Change in value of ordinary shares subject to possible redemption		4,708		—		—		—		—		(1,822,104	)		(1,822,104	)
Net income		—		—		—		—		—		1,822,107			1,822,107
Balance – March 31, 2020		2,580,395	$	258		6,250,000	$	625		—	$	4,999,121		$	5,000,004

	Three Months Ended March 31, 2021			Three Months Ended March 31, 2020 (restated)
Cash Flows from Operating Activities:
Net income (loss)	$	(78,928,074	)	$	1,822,107
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liability		78,220,000			(195,000	)
Interest earned on marketable securities held in Trust Account		(29,681	)		(932,037	)
Unrealized loss (gain) on marketable securities held in Trust Account		—			(1,152,686	)
Changes in operating assets and liabilities:
Prepaid expenses		(70,897	)		41,195
Accounts payable and accrued expenses		396,553			316,825
Net cash used in operating activities		(412,099	)		(99,596	)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		—			—
Cash withdrawn from Trust Account for redemptions		14,489			—
Net cash used in investing activities		14,489			—

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		—			—
Proceeds from sale of Private Placement Warrants		—			—
Proceeds from promissory note – related party		200,000			—
Repayment of promissory note – related party		—			—
Payment of offering costs		—			—
Redemption of common shares		(14,489	)		—
Net cash provided by financing activities		185,511			—

Net Change in Cash		(212,099	)		(99,596	)
Cash – Beginning		312,707			894,589
Cash – Ending	$	100,608		$	794,993

Non-Cash Investing and Financing Activities:
Change in value of ordinary shares subject to possible redemption	$	(78,928,072	)	$	1,822,104

Description	Level		March 31, 2021		December 31, 2020
Assets:
Marketable securities held in Trust Account		1	$	254,202,898	$	254,187,706

Liabilities:
Warrant Liability – Public Warrants		1		88,000,000		41,000,000
Warrant Liability – Private Warrants		3		53,900,000		22,680,000

	Three months ended March 31, 2021
	Public Warrants		Private Warrants		Warrant Liabilities
Fair value, beginning of period	$	41,000,000	$	22,680,000	$	63,680,000
Change in valuation inputs or other assumptions		47,000,000		31,220,000		78,220,000
Fair value, end of period		88,000,000		53,900,000		141,900,000

	Three months ended March 31, 2020
	Public Warrants			Private Warrants			Warrant Liabilities
Fair value, beginning of period	$	5,000,000		$	8,260,000		$	13,260,000
Change in valuation inputs or other assumptions		(125,000	)		(70,000	)		(195,000	)
Fair value, end of period		4,875,000			8,190,000			13,065,000

Exhibit No.		Description
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.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

		SILVER SPIKE ACQUISITION CORP.

Date:	May 13, 2021	By:	/s/ Scott Gordon
			Name:	Scott Gordon
			Title:	Chief Executive Officer Principal Executive Officer

Date:	May 13, 2021	By:	/s/ Gregory Gentile
			Name:	Gregory Gentile
			Title:	Chief Financial Officer Principal Financial and Accounting Officer

SEC Form 10-Q filed by Silver Spike Acquisition Corp.