UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022 OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

A SPAC I ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)


British Virgin Islands	001-41285	n/a
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Level 39, Marina Bay Financial Centre
Tower 2
10 Marina Boulevard
Singapore 018983

(Address of Principal Executive Offices) (Zip Code)

(65) 6818 5796

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, with no par value, one-half of one redeemable warrant and one right to receive one-tenth of one Class A ordinary share	ASCAU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	ASCA	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units	ASCAW	The Nasdaq Stock Market LLC
Rights included as part of the units	ASCAR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 18, 2022, 8,694,000 Class A Ordinary Shares and 0 Class B Ordinary Shares, were issued and outstanding.


PART I.	FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Financial Statements	1

	Unaudited Condensed Balance Sheets as of March 31, 2022 and December 31, 2021	1

	Unaudited Condensed Statement of Operations for the three months ended March 31, 2022	2

	Unaudited Condensed Statement of Changes in Shareholders’ Equity for the three months ended March 31, 2022	3

	Unaudited Condensed Statement of Cash Flows for the for the three months ended March 31, 2022	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	21

PART II.	OTHER INFORMATION	21

Item 1.	Legal Proceedings	21

Item 1A.	Risk Factors	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3.	Defaults Upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	23

SIGNATURES


	March 31,		December 31,
	2022		2021
	(Unaudited)
Assets
Current assets:
Cash	$	726,078	$	—
Deferred offering costs		—		276,857
Prepaid expenses		248,413		—
Total current assets		974,491		276,857

Investments held in Trust Account		69,696,531		—
Total Assets	$	70,671,022	$	276,857

Liabilities, Shares Subject to Redemption and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued offering expenses	$	92,963	$	36,059
Due to related party		95,774		—
Promissory note – related party		400,000		218,048
Total current liabilities		588,737		254,107

Deferred underwriting fee payable		2,415,000		—
Total Liabilities		3,003,737		254,107

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, no par value; 100,000,000 shares authorized; 6,900,000 shares at accretion carrying value with redemption value of $10.10 per share		57,878,928		—

Shareholders’ Equity
Preference shares, no par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, no par value; 100,000,000 shares authorized; 1,794,000 shares issued and outstanding (excluding 6,900,000 subject to possible redemption) as of March 31, 2022; 1,725,000 shares issued and outstanding at December 31, 2021		—		—

Class B ordinary shares, no par value; 100 shares authorized; none and one share issued and outstanding as of March 31,2022 and December 31, 2021, respectively		—		—
Additional paid-in capital		9,944,105		25,000
Accumulated deficit		(155,748)		(2,250)
Total Shareholders’ Equity		9,788,357		22,750
Total Liabilities, Shares Subject to Redemption, and Shareholders’ Equity	$	70,671,022	$	276,857


	Three Months Ended
	March 31,
	2022

General and administrative expenses	$	160,030
Loss from Operations		(160,030)

Other income:
Interest earned on investment held in Trust Account		6,531

Loss before income taxes		(153,499)

Income taxes provision		—

Net loss	$	(153,499)

Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption		3,100,000
Basic and diluted net income per share, ordinary shares subject to possible redemption	$	0.08
Basic and diluted weighted average shares outstanding, ordinary shares attributable to A SPAC I Acquisition Corp.		1,756,000
Basic and diluted net loss per share, ordinary shares attributable to A SPAC I Acquisition Corp.	$	(0.23)


	Ordinary Shares						Additional				Total
	Class A			Class B			paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		capital		deficit		equity
Balance, December 31, 2021	1,725,000	$	—	1	$	—	$	25,000	$	(2,250)	$	22,750

Sale of public units in initial public offering	6,900,000		—	(1)				69,000,000		—		69,000,000

Sale of private placement warrants	—		—	—		—		3,145,000		—		3,145,000

Issuance of Representative shares	69,000		—	—		—		—		—		—

Underwriter commissions	—		—	—		—		(3,795,000)		—		(3,795,000)

Offering costs	—		—	—		—		(551,966)		—		(551,966)

Initial measurement of ordinary shares subject to possible redemption	(6,900,000)		—	—		—		(56,914,938)		—		(56,914,938)

Accretion of ordinary shares to redemption value	—		—	—		—		(963,990)		—		(963,990)

Net loss	—		—	—		—		—		(153,499)		(153,499)

Balance – March 31, 2022	1,794,000	$	—	—	$	—	$	9,944,106	$	(155,749)	$	9,788,357


	Three Months
	Ended
	March 31,
	2022
Cash Flows from Operating Activities:
Net loss	$	(153,499)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investment held in Trust Account		(6,531)
Changes in operating assets and liabilities:
Prepaid expenses		(248,413)
Accounts payable and accrued expenses		56,904
Net cash used in operating activities		(351,538)

Cash Flows from Investing Activities:
Purchase of investment held in trust account		(69,690,000)
Net cash used in investing activities		(69,690,000)

Cash Flows from Financing Activities:
Proceeds from sale of public units through public offering		69,000,000
Proceeds from sale of private placement warrants		3,145,000
Payment of underwriters’ commissions		(1,380,000)
Payment of offering costs		(275,110)
Proceeds from issuance of promissory note to related party		(277,726)
Net cash provided in financing activities		70,767,616

Net Change in Cash		726,078

Cash at beginning of period		—
Cash at end of period	$	726,078

Supplemental Disclosure of Non-cash Financing Activities
Deferred underwriters’ commissions	$	2,415,000
Initial measurement of ordinary shares subject to possible redemption	$	56,914,938
Accretion of ordinary shares to redemption value	$	963,990


	For the Three Months
	Ended
	March 31, 2022
Net Loss	$	(153,499)
Accretion of ordinary shares subject to possible redemption to redemption value		(963,990)
Net loss including accretion of ordinary shares subject to possible redemption to redemption value	$	(1,117,489)


	For the Three Months Ended
	March 31, 2022
			Non-
	Redeemable		redeemable
	shares		shares
Basic and diluted net income/(loss) per share:
Numerators:
Allocation of net loss including accretion of ordinary shares subject to possible redemption	$	(713,389)	$	(404,100)
Accretion of ordinary shares subject to possible redemption to redemption value		963,990		—
Allocation of net income (loss)	$	250,601	$	(404,100)

Denominators:
Weighted-average shares outstanding		3,100,000		1,756,000
Basic and diluted net income/(loss) per share	$	0.08	$	(0.23)


			Quoted Prices in		Significant Other	Significant Other
	March 31,		Active Markets		Observable Inputs	Unobservable Inputs
	2022		(Level 1)		(Level 2)	(Level 3)
Assets
Marketable securities held in trust account	$	69,696,531	$	69,696,531	—	—


	March 31,
	2022		Level
Equity instrument:
Representative shares	$	571,448	3


Exhibit Number		Description
31.1		* Certification of Chief Executive Officer (Principal Executive Officer) 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.
31.2		* Certification of Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 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.
32.1		* Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		* Certification of Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)



Dated: May 18, 2022	A SPAC I ACQUISITION CORP.

	By:	/s/ Claudius Tsang
	Name:	Claudius Tsang
	Title:	Chief Executive Officer and Chief Financial Officer (Principal Executive Officer)

SEC Form 10-Q filed by A SPAC I Acquisition Corp.