Mobile Infrastructure (BEEP) - 2021 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Condensed Financial Statements The company, a SPAC, presents its unaudited financial statements as of September 30, 2021, detailing its financial position and net loss since inception Condensed Balance Sheet As of September 30, 2021, the company held $277.2 million in total assets, primarily in a Trust Account, with a total shareholders' deficit of $7.6 million Condensed Balance Sheet as of September 30, 2021 (Unaudited) | Category | Amount (USD) | | :--- | :--- | | Assets | | | Total Current Assets | $2,200,990 | | Investments held in Trust Account | $275,005,727 | | Total Assets | $277,206,717 | | Liabilities & Shareholders' Deficit | | | Total Liabilities | $9,849,329 | | Class A ordinary shares subject to possible redemption | $275,000,000 | | Total shareholders' deficit | $(7,642,612) | | Total Liabilities, Redeemable Shares, and Deficit | $277,206,717 | Condensed Statements of Operations The company reported a net loss of $355,054 for the quarter and a cumulative net loss of $690,800 since inception, driven by administrative expenses Statement of Operations Highlights (Unaudited) | Period | General & Admin Expenses | Loss from Operations | Net Loss | Basic and Diluted Net Loss Per Share (Class A & B) | | :--- | :--- | :--- | :--- | :--- | | Three Months Ended Sep 30, 2021 | $360,781 | $(360,781) | $(355,054) | $(0.01) | | Inception (Feb 19) to Sep 30, 2021 | $696,527 | $(696,527) | $(690,800) | $(0.03) | - Income from investments held in the Trust Account was $5,727 for both the quarter and the period since inception[6] Condensed Statement of Cash Flows Since inception, the company used $1.9 million in operations and invested $275.0 million, funded by $277.7 million in financing activities Cash Flow Summary from Inception to Sep 30, 2021 (Unaudited) | Activity | Net Cash Flow (USD) | | :--- | :--- | | Net cash used in operating activities | $(1,883,451) | | Net cash used in investing activities | $(275,000,000) | | Net cash provided by financing activities | $277,728,597 | | Net change in cash | $845,146 | Notes to Unaudited Condensed Financial Statements Notes detail the SPAC's formation, its $275.0 million IPO, and a key accounting revision classifying redeemable shares as temporary equity - The company was incorporated on February 19, 2021, for the purpose of effecting a business combination[13] - On May 27, 2021, the company consummated its IPO of 27,500,000 Class A ordinary shares at $10.00 per share, generating gross proceeds of $275.0 million[15][54] - The company revised its financial statements to classify all Class A ordinary shares subject to possible redemption as temporary equity, in accordance with ASC 480[31] - The company must complete a business combination by May 27, 2023, or it will be required to cease operations and redeem the public shares[22] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the SPAC's formation, its net loss of approximately $691,000, and its financial sufficiency to seek a business combination - The company is an early-stage, emerging growth company with all activity to date related to its formation, IPO, and search for a business combination[79][80] Results of Operations Summary | Period | Net Loss (USD) | Key Drivers | | :--- | :--- | :--- | | Three Months Ended Sep 30, 2021 | ~$355,000 | General & administrative expenses ($360,000) | | Inception to Sep 30, 2021 | ~$691,000 | General & administrative expenses ($697,000) | - As of September 30, 2021, the company had approximately $845,000 in its operating bank account and working capital of approximately $2.0 million[96] - The company has a deferred underwriting commission of approximately $9.6 million, payable only upon the completion of a Business Combination[101] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the company is not required to provide the information for this item - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide quantitative and qualitative disclosures about market risk[112] Item 4. Controls and Procedures Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2021 - The CEO and CFO concluded that as of September 30, 2021, the company's disclosure controls and procedures were effective[114] - No changes occurred during the reporting period that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[115] PART II - OTHER INFORMATION Item 1. Legal Proceedings The company reports no legal proceedings - There are no legal proceedings to report[117] Item 1A. Risk Factors No material changes have occurred to the risk factors previously disclosed in the company's final prospectus - No material changes to the risk factors disclosed in the final prospectus filed on May 26, 2021, have occurred[117] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company details the use of proceeds from its $275.0 million IPO and a concurrent $9.1 million private placement - Gross proceeds from the IPO were $275.0 million from the sale of 27,500,000 Public Shares at $10.00 per share[118] - Simultaneously with the IPO, the Sponsor purchased 907,000 Class A ordinary shares at $10.00 per share in a private placement, generating gross proceeds of approximately $9.1 million[119] - A total of $275,000,000 from the IPO and private placement was deposited into a trust account[120] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including key agreements and officer certifications - The report includes exhibits such as governance documents, agreements, and required certifications under the Sarbanes-Oxley Act[123]