uta-10q_20220930.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 September 30, 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: 001-41114

UTA Acquisition Corporation

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands	98-1616250
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
135 5^th Avenue, 7^th Floor New York, NY	10010
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (917) 781-1679

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-half of one redeemable warrant	UTAAU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	UTAA	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	UTAAW	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, 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 November 10, 2022, the registrant had 23,000,000 Class A ordinary shares, $0.0001 par value per share, and 5,750,000 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Balance Sheets	F-2
	Condensed Statements of Operations	F-3
	Condensed Statements of Changes in Stockholders’ Deficit and Class A Shares Subject to Possible Redemption	F-4
	Condensed Statement of Cash Flows	F-5
	Notes to Unaudited Condensed Financial Statements	F-6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.	Controls and Procedures	8
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	9
Item 1A.	Risk Factors	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Other Information	9
Item 6.	Exhibits	10

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

INDEX TO FINANCIAL STATEMENTS

	Page
Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	F-2
Condensed Statements of Operations for the three and nine months ended September 30, 2022, and for the Period from July 15, 2021 (Inception) through September 30, 2021 (Unaudited)	F-3
Condensed Statement of Changes in Shareholders’ Deficit and Class A Shares Subject to Possible Redemption for the three and nine months ended September 30, 2022, and for the Period from July 15, 2021 (Inception) through September 30, 2021 (Unaudited)	F-4
Condensed Statement of Cash Flows for the nine months ended September 30, 2022, and for the Period from July 15, 2021 (Inception) through September 30, 2021 (Unaudited)	F-5
Notes to the Condensed Financial Statements (Unaudited)	F-6

F-1

UTA Acquisition Corporation

Condensed Balance Sheets

	September 30, 2022 (Unaudited)			December 31, 2021
Assets:
Cash	$	233,922		$	416,437
Restricted cash held in Trust Account		37,703			—
Prepaid expenses		700,468			613,766
Marketable securities held in Trust Account		235,944,541			—
Total current assets		236,916,634			1,030,203
Marketable securities held in Trust Account		—			234,606,064
Prepaid expenses – non-current		—			532,871
Total Assets	$	236,916,634		$	236,169,138

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit
Current liabilities
Accrued expenses	$	10,661		$	93,008
Payable to affiliate		90,000			—
Working capital loan - related party		577,992			274,127
Deferred underwriters fee		8,050,000			—
Total current liabilities		8,728,653			367,135
Deferred underwriters fee		—			8,050,000
Total Liabilities		8,728,653			8,417,135

Commitments and Contingencies (Note 5)
Class A ordinary shares subject to possible redemption, $0.0001 par value, 23,000,000 shares outstanding at redemption value		235,982,244			234,606,064

Shareholders' Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 80,000,000 shares authorized; none issued and outstanding, excluding 23,000,000 shares subject to possible redemption		—			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding		575			575
Additional paid-in capital		—			—
Accumulated deficit		(7,794,838	)		(6,854,636	)
Total Shareholders' Deficit		(7,794,263	)		(6,854,061	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	$	236,916,634		$	236,169,138

The accompanying notes are an integral part of these financial statements

F-2

UTA Acquisition Corporation

Condensed Statements of Operations

(Unaudited)

	For the Three Months Ended September 30, 2022			For the Nine Months Ended September 30, 2022			For the Period from July 15, 2021 (Inception) through September 30, 2021
Formation and operating costs	$	283,375		$	940,202		$	16,505
Loss from operations		(283,375	)		(940,202	)		(16,505	)
Earnings on investments held in Trust Account		1,134,379			1,376,180			-
Net income (loss)	$	851,004		$	435,978		$	(16,505	)

Weighted average shares outstanding of class A ordinary shares subject to possible redemption, basic and diluted		23,000,000			23,000,000			-
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption	$	0.04		$	0.03		$	-
Weighted-average Class B ordinary outstanding, basic and diluted, non-redeemable shares	$	5,750,000		$	5,750,000		$	5,000,000
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares	$	(0.01	)	$	(0.03	)	$	(0.00	)

The accompanying notes are an integral part of these financial statements

F-3

UTA Acquisition Corporation

Condensed Statements of Changes in Stockholders’ Deficit and Class A Shares Subject to Possible Redemption

(Unaudited)

For the Three and Nine Months Ended September 30, 2022

	Class A ordinary shares subject to possible redemption					Class B Ordinary Shares				Additional Paid-in		Accumulated			Shareholders'
	Shares		Amount			Shares		Amount		Capital		Deficit			Deficit
Balance – December 31, 2021		23,000,000	$	234,606,064			5,750,000	$	575	$	—	$	(6,854,636	)	$	(6,854,061	)
Accretion of Class A ordinary shares to redemption value		—		(56,105	)		—		—		—		56,105			56,105
Net loss		—		—			—		—		—		(430,477	)		(430,477	)
Balance – March 31, 2022		23,000,000	$	234,549,959			5,750,000	$	575	$	—	$	(7,229,008	)	$	(7,228,433	)
Accretion of Class A ordinary shares to redemption value		—		297,906			—		—		—		(297,906	)		(297,906	)
Net income		—		—			—		—		—		15,451			15,451
Balance – June 30, 2022		23,000,000	$	234,847,865			5,750,000	$	575	$	—	$	(7,511,463	)	$	(7,510,888	)
Accretion of Class A ordinary shares to redemption value		—		1,134,379			—		—		—		(1,134,379	)		(1,134,379	)
Net income		—		—			—		—		—		851,004			851,004
Balance – September 30, 2022		23,000,000	$	235,982,244			5,750,000	$	575	$	—	$	(7,794,838	)	$	(7,794,263	)

For the Period from July 15, 2021 (Inception) through September 30, 2021

	Class A ordinary shares subject to possible redemption				Class B Ordinary Shares				Additional Paid-in		Accumulated			Shareholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – July 15, 2021 (Inception)		—	$	—		—	$	—	$	—	$	—		$	—
Issuance of Class B ordinary shares to Sponsor		—		—		5,750,000		575		24,425		—			25,000
Net loss		—		—		—		—		—		(16,505	)		(16,505	)
Balance – September 30, 2021		—	$	—		5,750,000	$	575	$	24,425	$	(16,505	)	$	8,495

The accompanying notes are an integral part of these financial statements

F-4

UTA Acquisition Corporation

Condensed Statement of Cash Flows

(Unaudited)

	For the Nine Months Ended September 30, 2022			For the Period from July 15, 2021 (Inception) through September 30, 2021
Cash Flows from Operating Activities:
Net income (loss)	$	435,978		$	(16,505	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Earnings on investments held in Trust Account		(1,376,180	)		-
Changes in operating assets and liabilities:
Prepaid expenses		446,169			-
Accrued expenses		7,653			16,505
Net cash provided by operating activities		(486,380	)		-
Cash flows from Investing Activities:
Proceeds from sale of money market funds held in Trust Account		235,382,801			-
Proceeds from maturity of U.S. Treasuries held in Trust Account		234,718,663			-
Investment in money market funds held in Trust Account		(234,718,663	)
Investment in Treasury Bills held in Trust Account		(235,345,098	)		-
Net cash used in investing activities		37,703			-
Cash flows from Financing Activities:
Cash proceeds from working capital loan		303,865			-
Net cash provided by financing activities		303,865			-

Net change in cash		(144,812	)

SEC Form 10-Q filed by UTA Acquisition Corporation