PART I. FINANCIAL INFORMATION Item 1. Condensed Financial Statements The SPAC reported $308.2 million in total assets and $8.3 million net income for the nine months ended September 30, 2022, and subsequently entered a business combination agreement with Qenta Inc Condensed Balance Sheets As of September 30, 2022, the company reported $307.7 million in its Trust Account, a $2.8 million working capital deficit, and $15.8 million in total liabilities Condensed Balance Sheet Data (Unaudited) | Financial Metric | September 30, 2022 (USD) | December 31, 2021 (USD) | | :--- | :--- | :--- | | Cash | $85,144 | $380,035 | | Investments held in Trust Account | $307,680,604 | $306,001,090 | | Total Assets | $308,237,388 | $307,097,567 | | Total current liabilities | $3,396,471 | $713,128 | | Derivative liabilities | $1,135,423 | $10,962,700 | | Total Liabilities | $15,811,894 | $22,955,828 | | Class A ordinary shares subject to possible redemption | $307,580,604 | $306,000,000 | | Total shareholders' deficit | ($15,155,110) | ($21,858,261) | Unaudited Condensed Statements of Operations For the nine months ended September 30, 2022, the company reported a net income of $8.3 million, primarily driven by gains on derivative liabilities and trust account income Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended Sep 30, 2022 (USD) | Nine Months Ended Sep 30, 2022 (USD) | | :--- | :--- | :--- | | General and administrative expenses | ($1,219,367) | ($3,223,036) | | Change in fair value of derivative liabilities | $117,457 | $9,827,277 | | Income earned on investments held in Trust Account | $1,533,315 | $1,679,514 | | Net income (loss) | $431,405 | $8,283,755 | | Basic and diluted net income per share, Class A | $0.01 | $0.20 | Unaudited Condensed Statements of Cash Flows For the nine months ended September 30, 2022, net cash used in operating activities was $434,891, resulting in a decrease in the cash balance from $380,035 to $85,144 Cash Flow Summary - Nine Months Ended Sep 30, 2022 (Unaudited) | Cash Flow Category | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | ($434,891) | | Net cash provided by financing activities | $140,000 | | Net change in cash | ($294,891) | | Cash - beginning of the period | $380,035 | | Cash - end of the period | $85,144 | Notes to Unaudited Condensed Financial Statements The notes highlight the company's SPAC status, a May 2023 business combination deadline, a going concern uncertainty, and the subsequent signing of a definitive agreement with Qenta Inc - The company faces a May 9, 2023 deadline to complete a Business Combination, raising substantial doubt about its ability to continue as a going concern3441 - On November 10, 2022, the company entered into a definitive Business Combination Agreement with Qenta Inc., involving re-domiciliation and merger108109 - A Forward Purchase Agreement was executed with Vellar Opportunity Fund SPV LLC - Series 5 to ensure minimum cash conditions for the Qenta transaction by mitigating redemption risk114118 - As of September 30, 2022, the company had a working capital deficit of approximately $2.8 million and relies on a $1.5 million working capital loan facility from its Sponsor394075 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's status as a blank check company, the proposed business combination with Qenta Inc., and the financial results for the nine months ended September 30, 2022, including a going concern risk - The company entered into a definitive Business Combination Agreement with Qenta Inc. on November 10, 2022, subject to shareholder approval and closing conditions129 - A Forward Purchase Agreement was executed to increase the likelihood of the transaction closing by ensuring the minimum cash condition is met132137 Results of Operations Summary | Period | Net Income / (Loss) (USD) | Key Drivers | | :--- | :--- | :--- | | Three Months Ended Sep 30, 2022 | ~$431,000 | $1.5M Trust income, $117k gain on derivatives, offset by $1.2M G&A expenses | | Nine Months Ended Sep 30, 2022 | ~$8.3 million | $9.8M gain on derivatives, $1.7M Trust income, offset by $3.2M G&A expenses | - Management acknowledges a going concern issue due to the May 9, 2023 deadline and limited liquidity, expecting a working capital loan from the Sponsor to sustain operations142 Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk157 Item 4. Controls and Procedures As of September 30, 2022, the company's disclosure controls and procedures were deemed effective, with no material changes to internal control over financial reporting - Management concluded the company's disclosure controls and procedures were effective as of September 30, 2022159 - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter161 PART II. OTHER INFORMATION Item 1. Legal Proceedings The company reports no legal proceedings - The company has no legal proceedings to report163 Item 1A. Risk Factors Proposed SEC rules and amendments regarding SPACs could make completing a business combination more difficult, costly, and time-consuming - Proposed SEC rules for SPACs are identified as a risk factor, potentially impeding the completion of the business combination164166 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company reports no unregistered sales of equity securities or changes in the use of proceeds - The company reports 'None' for this item164 Item 3. Defaults Upon Senior Securities The company reports no defaults upon senior securities - The company reports 'None' for this item165 Item 4. Mine Safety Disclosures This item is reported as not applicable to the company - The company reports 'None' for this item165 Item 5. Other Information The company reports no other information - The company reports 'None' for this item165 Item 6. Exhibits This section lists exhibits filed with the Form 10-Q, including Sarbanes-Oxley Act certifications and Inline XBRL documents - The report includes CEO and CFO certifications as required by Sections 302 and 906 of the Sarbanes-Oxley Act167168 - Inline XBRL Instance, Schema, Calculation, Definition, Label, and Presentation documents are filed as exhibits168
Blockchain nvestors Acquisition I(BCSA) - 2022 Q3 - Quarterly Report