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 September 30, 2021

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 001-40940

ACCRETION ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware

86-2332228

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

240 Saint Paul, Suite 502

Denver, Colorado

80206

(Address of principal executive offices)

(Zip Code)

(720) 328-5070

(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 share of common stock, one right entitling the holder to receive one-tenth of one share of common stock upon the consummation of an initial business combination, and one-half of one redeemable warrant	ENERU	The Nasdaq Stock Market LLC

Common Stock, par value $0.001 per share	ENER	The Nasdaq Stock Market LLC

Rights, each right entitling the holder to receive one-tenth of one share of common stock upon the consummation of an initial business combination	ENERR	The Nasdaq Stock Market LLC

Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share	ENERW	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 ☒*

* The registrant became subject to such requirements on October 20, 2021, and it has filed all reports so required since that date.

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, a 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 December 6, 2021, 25,995,000 shares of common stock of Accretion Acquisition Corp. were outstanding.


		Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements		1
Condensed Balance Sheet as of September 30, 2021 (unaudited)		1
Condensed Statements of Operations for the three months ended September 30, 2021 and for the period from February 26, 2021 (inception) through September 30, 2021 (unaudited)		2
Condensed Statements of Changes in Stockholders’ Equity for the period from February 26, 2021 (inception) through September 30, 2021 (unaudited)		3
Condensed Statement of Cash Flows for the period from February 26, 2021 (inception) through September 30, 2021 (unaudited)		4
Notes to Condensed Financial Statements (unaudited)		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		20
Item 4. Controls and Procedures		20
PART II. OTHER INFORMATION
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		21
Item 4. Mine Safety Disclosures		21
Item 5. Other Information		21
Item 6. Exhibits		22


Assets
Cash	$	71,289
Subscription receivable		100
Total Current Assets		71,389
Deferred offering costs associated with initial public offering		380,863
Total Assets	$	452,252

Liabilities and Stockholders' Equity
Current Liabilities

Promissory note - related party	$	150,000
Accrued expenses		278,031
Total Current Liabilities		428,031

Commitments and Contingencies
Stockholders' Equity
Common stock, $0.001 par value; 50,000,000 shares authorized; 5,295,000 shares issued and outstanding^(1)(2)(3)		5,295
Additional paid-in capital		1,720,285
Accumulated deficit		(1,701,359)
Total Stockholders' Equity		24,221
Total Liabilities and Stockholders' Equity	$	452,252


			For the period from
			February 26, 2021
	For the Three Months Ended		(inception) through
	September 30, 2021		September 30, 2021
Formation costs	$	—	$	1,359
Stock-based compensation		1,700,000		1,700,000
Net loss	$	(1,700,000)	$	(1,701,359)

Weighted average shares of common stock outstanding, basic and diluted^(1)(2)(3)		4,620,000		4,594,884
Basic and diluted net loss per share of common stock	$	(0.37)	$	(0.37)


				Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Equity
Balance — February 26, 2021 (inception)	—	$	—	$	—	$	—	$	—
Issuance of common stock to Sponsor⁽¹⁾⁽²⁾	5,175,000		5,175		19,825		—		25,000
Net loss	—		—		—		(1,359)		(1,359)
Balance — April 8, 2021 (audited)	5,175,000		5,175		19,825		(1,359)		23,641
Issuance of EBC Founder Shares	120,000		120		460		—		580
Net loss	—		—		—		—		—
Balance — June 30, 2021 (unaudited)	5,295,000		5,295		20,285		(1,359)		24,221
Transfer of Founder Shares to Independent Directors	—		—		1,700,000		—		1,700,000
Net loss	—		—		—		(1,700,000)		(1,700,000)
Balance — September 30, 2021 (unaudited)	5,295,000	$	5,295	$	1,720,285	$	(1,701,359)	$	24,221


Cash Flows from Operating Activities:
Net loss	$	(1,701,359)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		1,700,000
Changes in operating assets and liabilities:
Accrued expenses		1,359
Net cash used in operating activities		—

Cash Flows from Financing Activities:
Proceeds from issuance of common stock to Sponsor		25,000
Proceeds from promissory note - related party		150,000
Payment of offering costs		(103,711)
Net cash provided by financing activities		71,289

Net change in cash:		71,289
Cash - Beginning (inception)		—
Cash - Ending	$	71,289

Supplemental disclosure of non-cash investing and financing activities:
Deferred offering costs included in accrued expenses	$	276,672
Deferred offering costs paid through promissory note - related party	$	91,211
Issuance of EBC Founder Shares	$	580


Exhibit Number		Description of Document
31.1		Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of 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 Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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 Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.


	ACCRETION ACQUISITION CORP.
	(Registrant)

Date: December 6, 2021	By:	/s/ M. Grant Farn
		M. Grant Farn
		Chief Financial Officer
		(Principal Financial Officer)

SEC Form 10-Q filed by Accretion Acquisition Corp.