PART I FINANCIAL INFORMATION This section presents the company's unaudited financial statements, management's analysis, market risk, and internal controls [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) This section presents Gladstone Acquisition Corporation's unaudited condensed financial statements and notes for Q1 2022 [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets%20as%20of%20March%2031%2C%202022%20%28unaudited%29%20and%20December%2031%2C%202021) This table presents the company's financial position, including assets, liabilities, and equity, as of March 31, 2022 | | March 31, 2022 (Unaudited) | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $310,074 | $769,484 | | Prepaid expenses | $409,753 | $426,357 | | Total Current Assets | $719,827 | $1,195,841 | | Prepaid expenses – non-current portion | — | $39,110 | | Cash held in trust account | $107,031,377 | $107,028,738 | | Total Assets | $107,751,204 | $108,263,689 | | **Liabilities and Stockholders' Deficit** | | | | Accounts payable and accrued expenses | $140,681 | $252,894 | | Due to related party | $15 | $11,683 | | Total Current Liabilities | $140,696 | $264,577 | | Deferred underwriting discount | $3,672,368 | $3,672,368 | | Total Liabilities | $3,813,064 | $3,936,945 | | Class A Common Stock subject to possible redemption | $107,023,296 | $107,023,296 | | Total Stockholders' Deficit | $(3,085,156) | $(2,696,552) | | Total Liabilities and Stockholders' Deficit | $107,751,204 | $108,263,689 | [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations%20for%20the%20three%20months%20ended%20March%2031%2C%202022%20%28unaudited%29%20and%20for%20the%20period%20from%20January%2014%2C%202021%20%28inception%29%20through%20March%2031%2C%202021%20%28unaudited%29) This table details the company's revenues, expenses, and net loss for the three months ended March 31, 2022 | | For the Three Months ended March 31, 2022 | For the period from January 14, 2021 (inception) to March 31, 2021 | | :--- | :--- | :--- | | Formation and operating costs | $391,244 | $688 | | Loss from operations | $391,244 | $688 | | Interest earned from Trust Account | $2,640 | — | | Total other income | $2,640 | — | | Net loss | $(388,604) | $(688) | | Basic and diluted net loss per share, Class A redeemable shares | $(0.03) | — | | Basic and diluted net loss per non-redeemable share | $(0.03) | $(0.00) | [Condensed Statements of Changes in Stockholders' Equity (Deficit)](index=5&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity%20%28Deficit%29%20for%20the%20three%20months%20ended%20March%2031%2C%202022%20%28unaudited%29%20and%20for%20the%20period%20from%20January%2014%2C%202021%20%28inception%29%20through%20March%2031%2C%202021%20%28unaudited%29) This table outlines changes in the company's stockholders' equity (deficit) for the three months ended March 31, 2022 | | Class A Common Stock | | Class B Common Stock | | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity (Deficit) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance as of December 31, 2021 | 209,850 shares, $21 | 2,623,120 shares, $263 | $— | $(2,696,836) | $(2,696,552) | | Net loss | — | — | — | $(388,604) | $(388,604) | | Balance as of March 31, 2022 (Unaudited) | 209,850 shares, $21 | 2,623,120 shares, $263 | $— | $(3,085,440) | $(3,085,156) | | **For the period from January 14, 2021 (inception) to March 31, 2021** | | | | | | | | | Balance as of January 14, 2021 (inception) | — | — | $— | $— | $— | | Issuance of Class B Common Stock to Sponsor | — | 2,875,000 shares, $288 | $24,712 | — | $25,000 | | Net loss | — | — | — | $(688) | $(688) | | Balance as of March 31, 2021 (Unaudited) | — | 2,875,000 shares, $288 | $24,712 | $(688) | $24,312 | [Condensed Statements of Cash Flows](index=6&type=section&id=Condensed%20Statements%20of%20Cash%20Flows%20for%20the%20three%20months%20ended%20March%2031%2C%202022%20%28unaudited%29%20and%20for%20the%20period%20from%20January%2014%2C%202021%20%28inception%29%20through%20March%2031%2C%202021%20%28unaudited%29) This table presents the company's cash flows from operating, investing, and financing activities for Q1 2022 | | For the Three Months ended March 31, 2022 | For the period from January 14, 2021 (inception) to March 31, 2021 | | :--- | :--- | :--- | | **Cash flows from operating activities:** | | | | Net loss | $(388,604) | $(688) | | Interest earned on cash and Treasury securities held in Trust Account | $(2,640) | — | | Decrease in prepaid expenses | $55,714 | — | | (Decrease) in due to related party | $(11,668) | — | | (Decrease) in accounts payable and accrued expenses | $(112,212) | $(233,767) | | Net cash used in operating activities | $(459,410) | $(234,455) | | **Cash flows from financing activities:** | | | | Proceeds from sale of Common Stock to Sponsor | — | $25,000 | | Proceeds from issuance of promissory note to related party | — | $250,000 | | Net cash provided by financing activities | — | $275,000 | | Net change in cash | $(459,410) | $40,545 | | Cash, beginning of period | $769,484 | — | | Cash, end of period | $310,074 | $40,545 | | **Supplemental Disclosure of Non-Cash Activities:** | | | | Accrued deferred offering cost | — | $208,411 | [Notes to Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20%28unaudited%29) This section provides detailed explanations and disclosures for the condensed financial statements, covering policies and equity [Note 1 — Organization and Business Operations](index=7&type=section&id=Note%201%20%E2%80%94%20Organization%20and%20Business%20Operations) This note describes Gladstone Acquisition Corporation's formation as a SPAC, IPO, and going concern status - Gladstone Acquisition Corporation is a **blank check company (SPAC)** incorporated on **January 14, 2021**, formed to pursue a Business Combination, with an intent to focus on the **farming and agricultural sectors**[18](index=18&type=chunk) - The company consummated its **IPO on August 9, 2021**, selling **10,000,000 units** at **$10.00 per unit**, and an additional **492,480 units** through a partial over-allotment exercise on **August 18, 2021**[22](index=22&type=chunk) - A total of **$107,023,296** from the IPO and private warrants was deposited into a **Trust Account**, to be invested in U.S. government securities or money market funds[27](index=27&type=chunk) - Management has determined there is **substantial doubt** about the company's ability to continue as a **going concern** due to **liquidity challenges** and the mandatory liquidation deadline if a Business Combination is not completed by **November 9, 2022** (or **February 9, 2023**, if extended)[37](index=37&type=chunk) [Note 2 — Significant Accounting Policies](index=9&type=section&id=Note%202%20%E2%80%94%20Significant%20Accounting%20Policies) This note outlines the significant accounting policies applied in preparing the condensed financial statements - The financial statements are prepared in accordance with **US GAAP** for interim financial information and **Article 10 of Regulation S-X**, with certain disclosures condensed or omitted[38](index=38&type=chunk) - The company is an "**emerging growth company**" and has elected to use the extended transition period for complying with new or revised financial accounting standards[40](index=40&type=chunk)[42](index=42&type=chunk) - Class A Common Stock subject to possible redemption is classified as temporary equity at redemption value, in accordance with **ASC Topic 480**, "Distinguishing Liabilities from Equity"[48](index=48&type=chunk) - The company adopted **ASU 2020-06**, which simplifies accounting for certain financial instruments, effective **January 1, 2022**, on a full retrospective basis, with no material impact on the condensed financial statements[57](index=57&type=chunk) [Note 3 — Initial Public Offering](index=12&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) This note details the consummation of the company's IPO, including units sold and proceeds generated - The IPO was consummated on **August 9, 2021**, with the sale of **10,000,000 Units** at **$10.00 per Unit**, generating gross proceeds of **$100,000,000**[59](index=59&type=chunk) - An additional **492,480 over-allotment Units** were purchased on **August 18, 2021**, generating **$4,924,800**, bringing total gross IPO proceeds to **$107,023,296**[60](index=60&type=chunk) - The underwriters received **209,850 Representatives' Class A Shares** as payment for services, valued at approximately **$10.00 per share**[60](index=60&type=chunk) [Note 4 — Related Party Transactions](index=12&type=section&id=Note%204%20%E2%80%94%20Related%20Party%20Transactions) This note describes transactions with related parties, including stock purchases, loans, and administrative fees - The Sponsor purchased **2,875,000 shares** of Class B Common Stock for **$25,000** on **January 25, 2021**; **251,880 shares** were forfeited, resulting in **2,623,120 shares** outstanding as of **March 31, 2022**[61](index=61&type=chunk)[62](index=62&type=chunk) - The Sponsor loaned the Company up to **$300,000** for IPO expenses, which was non-interest bearing and repaid on **September 2, 2021**[65](index=65&type=chunk) - The Sponsor or affiliates may provide **Working Capital Loans** to finance Business Combination transaction costs, convertible into **Private Warrants** at **$1.00 per warrant** upon consummation of a Business Combination[66](index=66&type=chunk)[67](index=67&type=chunk) - The Company pays the Sponsor **$10,000 per month** for administrative services, with **$15** due as of **March 31, 2022**[68](index=68&type=chunk) [Note 5 — Commitments and Contingencies](index=13&type=section&id=Note%205%20%E2%80%94%20Commitments%20and%20Contingencies) This note outlines the company's commitments and contingencies, including registration rights and deferred underwriting discount - Holders of Class B Common Stock, Representatives' Class A Shares, and Private Warrants are entitled to registration rights for resale of their securities[69](index=69&type=chunk) - Underwriters are entitled to a deferred underwriting discount of **$3,672,368**, payable from the Trust Account only upon completion of a Business Combination[72](index=72&type=chunk) - Representatives' Class A Shares (**209,850 shares**) were issued as underwriters' compensation, subject to transfer restrictions and waiver of redemption/liquidation rights[73](index=73&type=chunk)[74](index=74&type=chunk) [Note 6 — Stockholders' Equity](index=14&type=section&id=Note%206%20%E2%80%94%20Stockholders%27%20Equity) This note details the authorized and outstanding shares of common stock, voting rights, and warrant terms | Stock Class | Authorized Shares | Issued and Outstanding (March 31, 2022) | | :--- | :--- | :--- | | Preferred Stock | 1,000,000 | None | | Class A Common Stock | 200,000,000 | 209,850 (excluding redeemable shares) | | Class B Common Stock | 20,000,000 | 2,623,120 | - Class A and Class B Common Stock vote together as a single class, except Class B holders have exclusive voting rights for director elections prior to the initial Business Combination[78](index=78&type=chunk) - Class B Common Stock will automatically convert into Class A Common Stock upon consummation of the initial Business Combination, at a ratio ensuring it represents **20%** of the total outstanding Class A shares post-conversion, with a minimum **one-to-one conversion**[79](index=79&type=chunk)[80](index=80&type=chunk) - Public Warrants (**5,246,240 outstanding**) become exercisable on the later of Business Combination completion or **12 months from IPO**, expiring **five years after Business Combination**, and may be redeemed by the company under certain conditions[81](index=81&type=chunk)[83](index=83&type=chunk) - **Private Placement Warrants** (**4,298,496 outstanding**) have identical terms to Public Warrants but are not transferable until after the Business Combination, with limited exceptions[51](index=51&type=chunk)[86](index=86&type=chunk) [Note 7 — Subsequent Events](index=16&type=section&id=Note%207%20%E2%80%94%20Subsequent%20Events) This note confirms management's evaluation of subsequent events with no material adjustments or disclosures required - Management evaluated subsequent events up to the issuance date of the financial statements and concluded that no material subsequent events occurred requiring additional adjustment or disclosure[88](index=88&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=17&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on financial condition, operations, liquidity, and controls [Special Note Regarding Forward-Looking Statements](index=16&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) This section highlights forward-looking statements and directs readers to risk factors for potential material differences - This Quarterly Report includes forward-looking statements that involve risks and uncertainties, which could cause actual results to differ materially from those expected[91](index=91&type=chunk) - Readers are directed to Item 1A "Risk Factors" in this report and the Annual Report on Form 10-K for important factors that could cause actual results to differ[91](index=91&type=chunk) [Overview](index=17&type=section&id=Overview) This section provides an overview of Gladstone Acquisition Corporation as a blank check company and its Business Combination goal - Gladstone Acquisition Corporation is a **blank check company** formed on **January 14, 2021**, to effect a Business Combination using proceeds from its IPO, capital stock, debt, or a combination[93](index=93&type=chunk) - The company expects to incur significant costs in pursuing acquisitions and cannot assure the successful completion of a Business Combination[94](index=94&type=chunk) [Results of Operations](index=17&type=section&id=Results%20of%20Operations) This section details the company's net loss for the three months ended March 31, 2022, and prior period - The company reported a net loss of **$388,604** for the three months ended **March 31, 2022**, primarily due to operating costs and the search for a target[95](index=95&type=chunk) - For the period from inception (**January 14, 2021**) to **March 31, 2021**, the net loss was **$688**, related to formation and operating costs[95](index=95&type=chunk) - The company will not generate operating revenues until after the completion of its initial Business Combination[95](index=95&type=chunk) [Liquidity and Capital Resources](index=17&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's liquidity, capital resources, IPO proceeds, and going concern challenges - The company consummated its IPO on **August 9, 2021**, raising **$100,000,000** from **10,000,000 Units**, plus an additional **$4,924,800** from over-allotment units and **$98,496** from private warrants[96](index=96&type=chunk) - Transaction costs related to the IPO and over-allotment amounted to **$6,265,859**, including deferred underwriting commissions, fair value of Representatives' Class A Shares, and other cash offering costs[97](index=97&type=chunk) | Metric | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Cash in operating bank account | $310,074 | $769,484 | | Working capital | $579,131 | $931,264 | - The company faces **substantial doubt** about its ability to continue as a **going concern** due to insufficient cash for operating costs and the mandatory liquidation deadline if a Business Combination is not completed by **November 9, 2022** (or **February 9, 2023**, if extended)[99](index=99&type=chunk)[100](index=100&type=chunk) [Off-Balance Sheet Arrangements](index=18&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of off-balance sheet arrangements as of March 31, 2022 - As of **March 31, 2022**, the company had no off-balance sheet arrangements, such as obligations, assets, or liabilities, nor did it participate in transactions with unconsolidated entities or special purpose entities[101](index=101&type=chunk) [Contractual Obligations](index=18&type=section&id=Contractual%20Obligations) This section outlines the company's contractual obligations, primarily administrative fees to the Sponsor - The company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities, other than a monthly fee of **$10,000 per month** payable to the Sponsor for administrative services[102](index=102&type=chunk) - These monthly fees commenced on **August 4, 2021**, and will continue until the earlier of the completion of the initial Business Combination or the company's liquidation[102](index=102&type=chunk) [Critical Accounting Policies](index=18&type=section&id=Critical%20Accounting%20Policies) This section states no material changes to critical accounting policies occurred during the quarter - Management determined there have been no material changes to the company's critical accounting policies during the three months ended **March 31, 2022**, from those described in its Annual Report[103](index=103&type=chunk) [Recent Accounting Standards](index=18&type=section&id=Recent%20Accounting%20Standards) This section discusses the adoption of ASU 2020-06 and the impact of other recent accounting pronouncements - The company adopted **ASU 2020-06**, which simplifies accounting for certain financial instruments, effective **January 1, 2022**, on a full retrospective basis, with no impact on its condensed financial statements[104](index=104&type=chunk)[105](index=105&type=chunk) - Management does not believe any other recently issued, but not yet effective, accounting pronouncements would materially affect the condensed financial statements if currently adopted[105](index=105&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=19&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not required for smaller reporting companies, thus no disclosures are provided - This disclosure is not required for smaller reporting companies[106](index=106&type=chunk) [Item 4. Controls and Procedures](index=19&type=section&id=Item%204.%20Controls%20and%20Procedures) This section addresses disclosure controls and internal control effectiveness, noting a material weakness and remediation [Evaluation of Disclosure Controls and Procedures](index=19&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section evaluates the effectiveness of disclosure controls and procedures, noting a material weakness - As of **March 31, 2022**, the company's disclosure controls and procedures were not effective due to a **material weakness** in internal control over financial reporting[108](index=108&type=chunk) [Changes in Internal Control over Financial Reporting](index=19&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section details changes in internal control, including a material weakness and subsequent restatement - No change in internal control over financial reporting occurred during the quarter ended **March 31, 2022**, that materially affected or is reasonably likely to materially affect internal control[109](index=109&type=chunk) - A **material weakness** was previously identified in accounting for complex financial instruments, leading to a material misstatement of additional paid-in capital, accumulated deficit, and related disclosures[110](index=110&type=chunk) - This **material weakness** resulted in the restatement of the **August Balance Sheet** to classify all redeemable Public Shares as temporary equity, following re-evaluation of **ASC 480-10-S99-3A**[111](index=111&type=chunk)[112](index=112&type=chunk) - Despite the identified **material weaknesses**, management believes the condensed financial statements fairly present the company's financial position and results[113](index=113&type=chunk) [Remediation Plan](index=19&type=section&id=Remediation%20Plan) The remediation plan addresses the material weakness in internal control over financial reporting - The principal executive and financial officers are implementing additional accounting and financial analyses, including consulting subject matter experts, to address the **material weakness** in classifying Public Shares[114](index=114&type=chunk) - The company is evaluating whether further remediation measures are needed and cannot assure that current or future measures will fully remediate the identified weaknesses[115](index=115&type=chunk)[116](index=116&type=chunk) PART II OTHER INFORMATION This section covers risk factors, equity sales, defaults, mine safety, other information, and exhibits [Item 1A. Risk Factors](index=21&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, emphasizing regulatory changes and the SEC's 2022 Proposed Rules' impacts - Factors that could materially affect results are described in the Annual Report on Form 10-K for the period ended **December 31, 2021**[117](index=117&type=chunk) - Changes in laws or regulations, or a failure to comply, may adversely affect the business, including the ability to negotiate and complete the Initial Business Combination[118](index=118&type=chunk) - The **SEC's 2022 Proposed Rules**, if adopted, could materially adversely affect the company's ability to negotiate and complete its Business Combination and increase related costs and time[119](index=119&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=21&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports no unregistered sales of equity securities or use of proceeds for the period - No unregistered sales of equity securities or use of proceeds to report[120](index=120&type=chunk) [Item 3. Default Upon Senior Securities](index=21&type=section&id=Item%203.%20Default%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities - No defaults upon senior securities[120](index=120&type=chunk) [Item 4. Mine Safety Disclosures](index=21&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that mine safety disclosures are not applicable to the company - Mine Safety Disclosures are not applicable[120](index=120&type=chunk) [Item 5. Other Information](index=21&type=section&id=Item%205.%20Other%20Information) This section states that there is no other information to report - No other information to report[120](index=120&type=chunk) [Item 6. Exhibits](index=21&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed as part of or incorporated by reference into the Quarterly Report on Form 10-Q - Exhibits include Amended and Restated Certificate of Incorporation, Bylaws, Certifications of Principal Executive and Financial Officers, and Inline XBRL documents for financial statements[122](index=122&type=chunk)

Financial Performance - The company reported a net loss of $663,517 for the period from January 14, 2021, to December 31, 2021, primarily due to formation and operating costs of $759,636[318]. - The company has not yet engaged in any operations or generated any revenues to date[317]. IPO Details - The company completed its IPO on August 9, 2021, raising gross proceeds of $100,000,000 from the sale of 10,000,000 Units at $10.00 per Unit[320]. - Transaction costs related to the IPO and partial over-allotment exercise amounted to $6,265,859, including $3,672,368 in deferred underwriting commissions[321]. Financial Position - As of December 31, 2021, the company had $769,484 in cash and working capital of $931,264, which will be used for evaluating prospective Initial Business Combination candidates[322]. - As of December 31, 2021, there were 10,492,480 shares of Class A Common Stock subject to possible redemption, classified as temporary equity[329]. - The company has no long-term debt or off-balance sheet arrangements as of December 31, 2021[325]. Operational Costs - The company incurred a monthly fee of $10,000 to the Sponsor for general and administrative services starting August 4, 2021[326]. - The company generated non-operating income of $5,442 from interest earned on marketable securities held in the Trust Account[318]. Business Combination Timeline - The company has until November 9, 2022, to consummate an Initial Business Combination, with a potential extension to February 9, 2023[324].

Table of Contents 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 Delaware 86-1458374 (State or other jurisdiction of incorporation or organization) 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102 (Address of principal executive offices) (Zip Code) (I.R.S. Employer Identification No.) (703) 287-5800 (Registrant's telephone number, including area code) For the quarter ...

Table of Contents 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 June 30, 2021 or ☐ 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: 001-40707 Gladstone Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 86-145 ...