iseum Acquisition (MITA) - 2021 Q1 - Quarterly Report

PART I – FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) The unaudited financial statements for the period ending March 31, 2021, detail the company's pre-IPO formation stage, reporting a $22,978 net loss and no operations Condensed Balance Sheet As of March 31, 2021, the company reported total assets of $401,763 (deferred offering costs), total liabilities of $399,741, and shareholder's equity of $2,022 Condensed Balance Sheet as of March 31, 2021 | Category | Amount ($) | | :--- | :--- | | Assets | | | Deferred offering costs | 401,763 | | Total Assets | 401,763 | | Liabilities | | | Accrued expenses | 7,978 | | Accrued offering costs | 296,718 | | Promissory note - related party | 95,045 | | Total Liabilities | 399,741 | | Shareholder's Equity | | | Class B ordinary shares | 4,313 | | Additional paid-in capital | 20,687 | | Accumulated deficit | (22,978) | | Total Shareholder's Equity | 2,022 | | Total Liabilities and Shareholder's Equity | 401,763 | Condensed Statement of Operations For the period from inception to March 31, 2021, the company incurred a net loss of $22,978 from formation and operating costs, resulting in a basic and diluted net loss per share of $0.01 Statement of Operations Highlights (Inception to March 31, 2021) | Metric | Value ($) | | :--- | :--- | | Formation and operating costs | 22,978 | | Net Loss | (22,978) | | Weighted average shares outstanding | 3,750,000 | | Basic and diluted net loss per share | (0.01) | Condensed Statement of Changes in Shareholder's Equity From inception to March 31, 2021, shareholder's equity increased by $25,000 from Class B share issuance and decreased by a $22,978 net loss, closing at $2,022 - The Sponsor was issued 4,312,500 Class B ordinary shares for an aggregate of $25,000[12] - The ending balance of shareholder's equity as of March 31, 2021 was $2,022, reflecting the initial capital contribution offset by the net loss[12] Condensed Statement of Cash Flows From inception to March 31, 2021, the company reported zero net cash flow, with initial expenses covered by non-cash transactions like a related-party promissory note and accrued costs - Net cash provided by (used in) operating activities was zero, as the net loss of $22,978 was offset by non-cash changes like accrued expenses and payments made via a promissory note[15] - The company reported significant non-cash activities, including $25,000 in deferred offering costs paid by the Sponsor for Class B shares and $376,763 in deferred offering costs covered by accrued costs and a promissory note[15] Notes to Condensed Financial Statements The notes detail the company's blank check status, significant post-period $150 million IPO and $4.8 million private warrant placement, related-party transactions, and warrant accounting - The company is a blank check company incorporated on February 5, 2021, to effect a business combination and is considered an emerging growth company[18][37] - The Initial Public Offering (IPO) of 15,000,000 units at $10.00 per unit, generating $150,000,000, was consummated on June 25, 2021, after the reporting period[20][59] - Simultaneously with the IPO, the Sponsor purchased 3,225,000 private placement warrants at $1.50 each, generating gross proceeds of $4,837,500[21][60] - The company accounts for its public and private warrants as derivative liabilities at fair value, in accordance with ASC 815-40, with changes in fair value recognized in the statement of operations[84][85] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The company, a blank check entity with no operations, incurred a $22,978 net loss through March 31, 2021, and post-IPO, holds approximately $2 million in working capital for operations - The company is a blank check company formed on February 5, 2021, to effect an initial business combination[98] - For the period from inception through March 31, 2021, the company had a net loss of $22,978 from organizational and formation costs[100] - Post-IPO, the company has approximately $2 million of proceeds held outside the trust account for working capital purposes[105] - The Sponsor may provide Working Capital Loans up to $1,500,000, which may be convertible into warrants at $1.50 per warrant[107] Item 3. Quantitative and Qualitative Disclosures About Market Risk As of March 31, 2021, the company was not subject to market or interest rate risk, having not commenced operations or held cash or investments - As of March 31, 2021, the company was not subject to any market or interest rate risk[121] Item 4. Controls and Procedures Management concluded the company's disclosure controls and procedures were effective as of March 31, 2021, with no material changes to internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of March 31, 2021[123] - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[124] PART II – OTHER INFORMATION Item 1. Legal Proceedings The company reported no legal proceedings - None[125] Item 1A. Risk Factors No material changes occurred to the risk factors previously disclosed in the company's final IPO prospectus filed on June 24, 2021 - As of the date of this report, there have been no material changes to the risk factors disclosed in the company's final IPO prospectus filed on June 24, 2021[126] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities or use of proceeds for the period - None[127] Item 5. Other Information The company reported no other information - None[130] Item 6. Exhibits The report includes filed exhibits such as officer certifications (31.1, 31.2) and XBRL data files, along with Sarbanes-Oxley Act Section 906 certifications - Exhibits filed with the report include CEO and CFO certifications pursuant to Sarbanes-Oxley Act Sections 302 and 906, and XBRL Instance Documents[133]