Form 10-Q EG Acquisition Corp. For: Jun 30
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
1 | ||||
1 | ||||
2 | ||||
3 | ||||
4 | ||||
5 | ||||
17 | ||||
19 | ||||
19 | ||||
20 | ||||
20 | ||||
20 | ||||
20 | ||||
20 | ||||
20 | ||||
21 | ||||
22 |
June 30, 2022 |
December 31, 2021 |
|||||||
(Unaudited) |
||||||||
Assets: |
||||||||
Cash |
$ | $ | ||||||
Prepaid expenses |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
Prepaid expenses, non-current |
— | |||||||
Marketable securities held in Trust Account |
||||||||
|
|
|
|
|||||
Total Assets |
$ |
$ |
||||||
|
|
|
|
|||||
Liabilities and Stockholders’ Deficit |
||||||||
Accounts payable and accrued expenses |
$ | $ | ||||||
Income taxes payable |
— | |||||||
Due to related party |
||||||||
Promissory note—related party |
— | |||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
Warrant liabilities |
||||||||
Deferred underwriting discount |
||||||||
Total Liabilities |
||||||||
|
|
|
|
|
|
|
|
|
Commitments and Contingencies (Note 6) |
||||||||
Temporary equity — Class A common stock subject to possible redemption, |
||||||||
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit: |
||||||||
Preferred stock, $ |
||||||||
Class A common stock, $ |
||||||||
Class B common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total stockholders’ deficit |
( |
) |
( |
) | ||||
|
|
|
|
|||||
Total Liabilities, Temporary Equity and Stockholders’ Deficit |
$ |
$ |
||||||
|
|
|
|
Three Months Ended June 30, |
Six Months Ended June 30, |
For the Period from January 28, 2021 (Inception) Through June 30, |
||||||||||||||
2022 |
2021 |
2022 |
2021 |
|||||||||||||
Formation and operating costs |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from operations |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Other income (expense): |
||||||||||||||||
Change in fair value of warrants |
( |
) | ( |
) | ||||||||||||
Warrant issuance costs |
— | ( |
) | — | ( |
) | ||||||||||
Trust interest income |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other income (expense), net |
( |
) | ( |
) | ||||||||||||
Income (Loss) before provision for income taxes |
( |
) | ( |
) | ||||||||||||
Provision for income taxes |
( |
) | — | ( |
) | — | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) |
$ |
$ |
( |
) |
$ |
$ |
( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net income (loss) per share |
( |
) |
( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted weighted average shares outstanding, non-redeemable common stock (1) |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net income (loss) per share |
( |
) |
( |
) | ||||||||||||
|
|
|
|
|
|
|
|
(1) | Excludes an aggregate of up to |
Class A Common Stock |
Class B Common Stock |
Additional Paid-in |
Accumulated |
Total Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance — January 1, 2022 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Stock-based compensation |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
Accretion of Class A common stock to redemption value |
— |
— |
— |
— |
( |
) |
( |
) | ||||||||||||||||||||
Net income |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance — March 31, 2022 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Stock-based compensation |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
Accretion of Class A common stock to redemption value |
— |
— |
— |
— |
( |
) |
( |
) | ||||||||||||||||||||
Net income |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance — June 30, 2022 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock |
Class B Common Stock |
Additional Paid-in |
Accumulated |
Total Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares (1) |
Amount |
Capital |
Deficit |
Equity (Deficit) |
||||||||||||||||||||||
Balance as of January 28, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Class B common stock issued to Sponsor |
||||||||||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of March 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||
Proceeds received in excess of fair value of private placement warrants |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
Stock-based compensation |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
Accretion of Class A common stock to redemption value |
— |
— |
— |
— |
( |
) |
( |
) |
( |
) | ||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance — June 30, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Includes up to |
Six Months Ended June 30, |
For the Period from January 28, 2021 (Inception) Through June 30, |
|||||||
2022 |
2021 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Formation costs paid by Sponsor in exchange for issuance of Class B common stock |
— | |||||||
Trust interest income |
( |
) | ( |
) | ||||
Change in fair value of warrants |
( |
) | ||||||
Stock-based compensation |
||||||||
Warrant issuance costs |
— | |||||||
Changes in current assets and current liabilities: |
||||||||
Prepaid expenses |
( |
) | ||||||
Due to related party |
||||||||
Accounts payable and accrued expenses |
( |
) | ||||||
Income taxes payable |
— | |||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) |
( |
) | ||||
Cash Flows from Investing Activities: |
||||||||
Investment of cash in Trust Account |
( |
) | ||||||
|
|
|
|
|||||
Net cash used in investing activities |
( |
) | ||||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from Initial Public Offering, net of underwriters’ fees |
— | |||||||
Proceeds from private placement |
— | |||||||
Proceeds from issuance of promissory note to related party |
( |
) | ||||||
Payment of offering costs |
— | ( |
) | |||||
|
|
|
|
|||||
Net cash provided by financing activities |
||||||||
Net Change in Cash |
( |
) |
||||||
Cash – Beginning of the period |
||||||||
|
|
|
|
|||||
Cash – End of the period |
$ |
$ |
||||||
|
|
|
|
|||||
Supplemental disclosure of cash flow information: |
||||||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock |
$ | — | $ | |||||
|
|
|
|
|||||
Deferred underwriting commissions charged to additional paid in capital |
$ | — | $ | |||||
|
|
|
|
|||||
Deferred offering costs paid by Sponsor loan |
$ | — | $ | |||||
|
|
|
|
|||||
Accretion of Class A common stock to redemption value |
$ | $ | ||||||
|
|
|
|
|||||
Initial classification of warrant liability |
$ | — | $ | |||||
|
|
|
|
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Gross proceeds from IPO |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
) | ||
Over-allotment liability |
( |
) | ||
Class A common stock issuance costs |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
Class A common stock subject to possible redemption as of December 31, 2021 |
$ | |||
Accretion of carrying value to redemption value |
||||
Class A common stock subject to possible redemption as of March 31, 2022 |
$ | |||
Accretion of carrying value to redemption value |
||||
Class A common stock subject to possible redemption as of June 30, 2022 |
$ | |||
Three Months Ended June 30, 2022 |
Three Months Ended June 30, 2021 |
Six Months Ended June 30, 2022 |
For the Period from January 28, 2021 (Inception) Through June 30, 2021 |
|||||||||||||||||||||||||||||
Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
|||||||||||||||||||||||||
Basic and diluted net income (loss) per share: |
||||||||||||||||||||||||||||||||
Numerator: |
||||||||||||||||||||||||||||||||
Allocation of net income (loss) |
$ | $ | $ | ( |
) | ( |
) | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||
Denominator: |
||||||||||||||||||||||||||||||||
Weighted-average shares outstanding |
||||||||||||||||||||||||||||||||
Basic and diluted net income (loss) per share |
$ | $ | $ | ( |
) | ( |
) | $ | $ | $ | ( |
) | $ | ( |
) |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than “30-day redemption period”)to each warrant holder; and |
• | if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ |
June 30, 2022 |
Quoted Prices In Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
Assets: |
||||||||||||||||
Marketable securities held in Trust Account |
$ | $ | $ | $ | ||||||||||||
Liabilities: |
||||||||||||||||
Warrant Liability – Public Warrants |
$ | $ | — | |||||||||||||
Warrant Liability – Private Placement Warrants |
$ | |||||||||||||||
$ | $ | $ | $ | |||||||||||||
December 31, 2021 |
Quoted Prices In Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
Assets: |
||||||||||||||||
$ | $ | $ | $ | |||||||||||||
Liabilities: |
||||||||||||||||
Warrant Liability – Public Warrants |
$ | $ | — | |||||||||||||
Warrant Liability – Private Placement Warrants |
||||||||||||||||
$ | $ | $ | $ | |||||||||||||
Input |
June 30, 2022 |
December 31, 2021 |
||||||
Expected term (years) |
||||||||
Expected volatility |
% | % | ||||||
Risk-free interest rate |
% | % | ||||||
Dividend yield |
% | % |
Warrant Liability |
||||
Fair value as of December 31, 2021 |
$ | |||
Change in fair value |
( |
) | ||
|
|
|||
Fair value as of March 31, 2022 |
||||
Change in fair value |
( |
) | ||
|
|
|||
Fair value as of June 30, 2022 |
$ | |||
|
|
Risk-free interest rate |
% | |||
Expected term (years) |
||||
Expected volatility |
% | |||
Expected dividends |
Item 6. |
Exhibits. |
* | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
** | Filed Herewith |
Dated: August 15, 2022 | EG ACQUISITION CORP. | |||
By: | /s/ Gregg S. Hymowitz | |||
Name: | Gregg S. Hymowitz | |||
Title: | Chief Executive Officer (Principal Executive Officer) | |||
Dated: August 15, 2022 | ||||
By: | /s/ Sophia Park Mullen | |||
Name: | Sophia Park Mullen | |||
Title: | President (Principal Financial and Accounting Officer) |
EXHIBIT 31.1
CERTIFICATION
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gregg S. Hymowitz, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 of EG Acquisition Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | [Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313]; |
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
Date: August 15, 2022 | By: | /s/ Gregg S. Hymowitz | ||||
Gregg S. Hymowitz | ||||||
Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Sophia Park Mullen, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 of EG Acquisition Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | [Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313]; |
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
Date: August 15, 2022 | By: | /s/ Sophia Park Mullen | ||||
Sophia Park Mullen | ||||||
President (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of EG Acquisition Corp. (the Company) on Form 10-Q for the quarter ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Gregg S. Hymowitz, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 15, 2022 | /s/ Gregg S. Hymowitz | |||||
Name: | Gregg S. Hymowitz | |||||
Title: | Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of EG Acquisition Corp. (the Company) on Form 10-Q for the quarter ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Sophia Park Mullen, President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 15, 2022 | /s/ Sophia Park Mullen | |||||
Name: | Sophia Park Mullen | |||||
Title: | President (Principal Financial and Accounting Officer) |
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Paramount Global (PARA) and Skydance are closer to a merger - CNBC
- Bristol-Myers Squibb (BMY) stock slips despite earnings beat
- Owlet (OWLT) Forges Groundbreaking Partnership with Wheel to Launch Virtual TeleHealth Services Platform
Create E-mail Alert Related Categories
SEC FilingsRelated Entities
Definitive AgreementSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!