PROOF Acquisition I(PACI) - 2022 Q1 - Quarterly Report

PART I - Financial Information This section presents the company's unaudited condensed financial statements and management's discussion and analysis for the quarter ended March 31, 2022 Condensed Financial Statements The company reported a net loss of $628,828 for the quarter, with total assets of $284.5 million and a stockholders' deficit of $6.9 million Unaudited Condensed Balance Sheets Total assets were $284.5 million as of March 31, 2022, primarily comprising $281.5 million in trust investments, resulting in a $6.87 million stockholders' deficit Condensed Balance Sheet Data (unaudited) | Account | March 31, 2022 ($) | December 31, 2021 ($) | | :--- | :--- | :--- | | Assets | | | | Cash | $2,218,102 | $2,579,658 | | Investments held in Trust | $281,547,948 | $281,521,183 | | Total Assets | $284,498,465 | $285,094,449 | | Liabilities & Stockholders' Deficit | | | | Total Liabilities | $9,852,466 | $9,819,622 | | Class A common stock subject to possible redemption | $281,520,000 | $281,520,000 | | Total Stockholders' Deficit | ($6,874,001) | ($6,245,173) | | Total Liabilities, Temporary Equity and Stockholders' Deficit | $284,498,465 | $285,094,449 | Unaudited Condensed Statements of Operations The company incurred a net loss of $628,828 for the quarter, primarily due to operating costs, resulting in a $0.02 net loss per share Statement of Operations (Three Months Ended March 31, 2022) | Metric | Amount ($) | | :--- | :--- | | Formation and operating costs | $655,593 | | Operating loss | ($655,593) | | Interest income – investments held in the Trust Account | $26,765 | | Net loss | ($628,828) | | Class A common stock - basic and diluted net loss per share | ($0.02) | | Class B common stock - basic and diluted net loss per share | ($0.02) | Unaudited Condensed Statements of Changes in Stockholders' Deficit The stockholders' deficit increased to $(6,874,001) as of March 31, 2022, directly reflecting the quarter's net loss of $628,828 - The net loss of $628,828 for the quarter directly increased the accumulated deficit, resulting in a total stockholders' deficit of $(6,874,001) at March 31, 2022[16] Unaudited Condensed Statement of Cash Flows Net cash used in operating activities was $361,556, reducing the cash balance from $2.58 million to $2.22 million by quarter-end Cash Flow Summary (Three Months Ended March 31, 2022) | Metric | Amount ($) | | :--- | :--- | | Net loss | ($628,828) | | Net cash used in operating activities | ($361,556) | | Cash at beginning of period | $2,579,658 | | Cash at end of period | $2,218,102 | Notes to Unaudited Condensed Financial Statements This section details the company's SPAC formation, IPO terms, related-party transactions, and the underwriter's waiver of $9.66 million in deferred fees - The company is a SPAC formed for the purpose of effecting a business combination and has not yet commenced any operations. All activity relates to its formation and IPO[21][22] - Following its IPO, $281.52 million was placed in a trust account. The company has 18 months from the IPO (with possible extensions) to complete a business combination or it will liquidate[25][34] - As a subsequent event, the company's IPO underwriter is ending its relationship and is expected to waive its deferred underwriting fee of $9,660,000[95] Management's Discussion and Analysis of Financial Condition and Results of Operations As a pre-business combination blank check company, the net loss for Q1 2022 was $628,828, with $2.2 million in cash and $281.5 million in the trust account Overview The company is a blank check company formed on March 16, 2021, to effect a business combination, with no target yet selected - The company is a blank check company formed for the purpose of effecting a business combination and has not selected any business combination target[98] Results of Operations The company generated no revenue, with its activity focused on formation and IPO, resulting in a Q1 2022 net loss of $628,828 Net Loss Comparison | Period | Net Loss ($) | | :--- | :--- | | Three months ended March 31, 2022 | $628,828 | | March 16, 2021 (inception) through March 31, 2021 | $716 | Liquidity and Capital Resources As of March 31, 2022, the company held $2.2 million in cash and $281.5 million in its Trust Account, deemed sufficient for future operations Liquidity Position as of March 31, 2022 | Account | Amount ($) | | :--- | :--- | | Cash for working capital | $2,218,102 | | Cash held in Trust Account | $281,547,948 | - Management believes the company will have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing[103] Contractual Obligations Primary contractual obligations include monthly administrative service fees to an affiliate and a consulting agreement with a board member - The company pays an affiliate of the Sponsor $10,000 per month for administrative services, totaling $30,000 for Q1 2022[106] - A board member has a consulting agreement, with expenses of $18,755 incurred for Q1 2022[107] Critical Accounting Policies and Estimates Key accounting policies include classifying Class A common stock as temporary equity and utilizing JOBS Act exemptions for new accounting standards - Class A common stock subject to possible redemption is classified as temporary equity outside of the stockholders' equity section[109] - The company qualifies as an "emerging growth company" and is using JOBS Act exemptions, including delaying the adoption of new or revised accounting standards[111] Quantitative and Qualitative Disclosures about Market Risk This disclosure is not required as the company qualifies as a smaller reporting company - The company states this item is "Not applicable for smaller reporting companies"[114] Controls and Procedures Disclosure controls and procedures were effective, with no material changes to internal control over financial reporting identified during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of the evaluation date[117] - There has been no change in internal control over financial reporting during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, internal controls[118] PART II - Other Information This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits Legal Proceedings As of March 31, 2022, there were no material litigation, arbitration, or governmental proceedings pending against the company or its management team - To the knowledge of management, there was no material litigation, arbitration, or governmental proceeding pending against the company or its management team as of March 31, 2022[120] Risk Factors There have been no material changes to the risk factors that were previously disclosed in the company's Annual Report on Form 10-K for the period ended December 31, 2021 - As of the date of this Quarterly Report, there have been no material changes with respect to the risk factors previously disclosed in the Annual Report on Form 10-K filed on March 29, 2022[121] Unregistered Sales of Equity Securities and Use of Proceeds The company reports no material change in the planned use of proceeds from its Initial Public Offering and private placement as described in its final prospectus - There has been no material change in the planned use of the proceeds from the Initial Public Offering and private placement[122] Defaults Upon Senior Securities The company reports no defaults upon senior securities - None[123] Mine Safety Disclosures This item is not applicable to the company - Not applicable[124] Other Information The company reports no other information for this item - None[125] Exhibits This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including governance documents and certifications - The report includes a list of exhibits filed as part of the Form 10-Q, such as governance documents, agreements, and officer certifications[127][128]