Beard Energy Transition Acquisition (BRD) - 2022 Q3 - Quarterly Report

PART I - FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of its financial condition Item 1. Financial Statements This section presents the company's unaudited condensed consolidated financial statements, offering a detailed financial overview for the specified periods Condensed Consolidated Balance Sheets This section presents the company's financial position, including assets, liabilities, and equity, as of September 30, 2022, and December 31, 2021 | Metric | Sep 30, 2022 (Unaudited) | Dec 31, 2021 | | :-------------------------------------- | :----------------------- | :----------- | | Total Assets | $237,630,513 | $237,068,554 | | Investments held in Trust Account | $235,987,680 | $234,626,959 | | Total Current Liabilities | $772,008 | $359,061 | | Deferred underwriting fee payable | $8,050,000 | $8,050,000 | | Total Liabilities | $8,822,008 | $8,409,061 | | Class A common stock subject to redemption | $235,987,681 | $234,626,959 | | Total Stockholders' Deficit | $(7,179,176) | $(5,967,466) | Condensed Consolidated Statements of Operations This section details the company's revenues, expenses, and net income or loss for the specified interim periods | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Period from Feb 8, 2021 (inception) through Sep 30, 2021 | | :------------------------------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :------------------------------------------------------- | | Operating and formation costs | $162,118 | $4,380 | $844,561 | $15,641 | | Franchise tax | $50,000 | — | $150,000 | — | | Loss from operations | $(212,118) | $(4,380) | $(994,561) | $(15,641) | | Interest and dividend income on investments held in Trust Account | $1,038,232 | — | $1,360,721 | — | | Income (loss) before income taxes | $826,114 | $(4,380) | $366,160 | $(15,641) | | Income tax expense | $(207,529) | — | $(217,148) | — | | Net income (loss) | $618,585 | $(4,380) | $149,012 | $(15,641) | | Basic and diluted net income (loss) per share, Class A common stock | $0.03 | $(1.75) | $0.02 | $(6.26) | Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity This section outlines changes in the company's equity, including net income, redemptions, and other comprehensive income, for the reporting periods - Total stockholders' deficit increased from $(5,967,466) at December 31, 2021, to $(7,179,176) at September 30, 2022[15] - Accretion of Class A common stock subject to redemption to redemption amount was $1,038,233 for the nine months ended September 30, 2022[15] Condensed Consolidated Statements of Cash Flows This section presents the company's cash inflows and outflows from operating, investing, and financing activities for the specified periods | Metric | Nine Months Ended Sep 30, 2022 | Period from Feb 8, 2021 (inception) through Sep 30, 2021 | | :------------------------------------------------------------------ | :----------------------------- | :------------------------------------------------------- | | Net income (loss) | $149,012 | $(15,641) | | Interest and dividend income on investments held in Trust Account | $(1,360,721) | — | | Net cash used in operating activities | $(550,115) | $(16,099) | | Net cash provided by financing activities | $22 | $48,841 | | Net Change in Cash | $(550,093) | $32,742 | | Cash - End of period | $1,182,681 | $32,742 | Notes to Condensed Consolidated Financial Statements These notes provide detailed information on the company's organization, accounting policies, IPO, related party transactions, and other financial statement components NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS This note describes the company's formation as a blank check company, its IPO, and the going concern risk due to insufficient operating capital - Company incorporated on February 8, 2021, as a blank check company for a Business Combination[25] - Initial Public Offering consummated on November 29, 2021, raising $230,000,000 from 23,000,000 units[27] - $234,625,500 from IPO proceeds and private placement warrants placed in a Trust Account[29] - Company anticipates cash outside the Trust Account will not be sufficient to operate until May 29, 2023, raising substantial doubt about its ability to continue as a going concern[38][41] NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note outlines the company's accounting principles, including financial statement preparation, fair value measurements, and equity classifications - Condensed consolidated financial statements are prepared in conformity with U.S. GAAP and SEC rules, consolidating the Company and its majority-owned operating subsidiary[43][44] - Investments held in the Trust Account are U.S. government securities or money market funds, presented at fair value (Level 1)[52][120] - Warrants are equity-classified based on ASC 480 and ASC 815[53] - Class A common stock subject to redemption is classified as temporary equity, with changes in redemption value recognized immediately[71][72] - Net income (loss) per common share calculation considers accretion to redemption value of Class A common stock as dividends[58][59] NOTE 3. INITIAL PUBLIC OFFERING This note details the company's IPO, including the effective date, units sold, and composition of each unit - IPO effective November 23, 2021, consummated November 29, 2021[78] - 23,000,000 units sold, generating $230,000,000 gross proceeds[78] - Each unit consisted of one Class A common stock share and one-half of one redeemable Public Warrant[78] NOTE 4. RELATED PARTY TRANSACTIONS This note describes transactions with related parties, including the Sponsor's equity interests, warrant purchases, and administrative agreements - Sponsor and affiliate received Founder Shares and Sponsor Shares, representing economic and voting interests[79][82] - 12,225,000 Private Placement Warrants sold to the Sponsor for $12,225,000, with proceeds added to the Trust Account[86][89] - Sponsor agreed to indemnify the Company for claims reducing Trust Account funds below $10.20 per Public Share, with exceptions[90] - Promissory Note from Sponsor for