10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	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: 001-39798

CBRE ACQUISITION HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	85-3448396
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2100 McKinney Avenue Suite 1250 Dallas, Texas	75201
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (214) 979-6100

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
SAILSM (Stakeholder Aligned Initial Listing) securities, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant	CBAH.U	New York Stock Exchange
Class A common stock included as part of the SAILSM securities	CBAH	New York Stock Exchange
Warrants included as part of the SAILSM securities, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.00	CBAH WS	New York Stock Exchange

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 September 30, 2021, there were 40,250,000 shares of the Company’s Class A common stock, par value $0.0001 per share, and 2,012,500 shares of the Company’s Class B common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION		2

Item 1.	Financial Statements (Unaudited)		2
	Balance Sheets		2
	Statements of Operations		3
	Statement of Changes in Stockholders’ Deficit		4
	Statement of Cash Flows		5
	Notes to Unaudited Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		22
Item 4.	Controls and Procedures		22

PART II.	OTHER INFORMATION		23

Item 1.	Legal Proceedings		23
Item 1A.	Risk Factors		23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 3.	Defaults Upon Senior Securities		23
Item 4.	Mine Safety Disclosures		23
Item 5.	Other Information		23
Item 6.	Exhibits		24
Signatures			25

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

CBRE ACQUISITION HOLDINGS, INC.

BALANCE SHEETS

(Unaudited)


	September 30, 2021			December 31, 2020
ASSETS
Current Assets:
Cash	$	1,408,837		$	625,916
Prepaid and other current assets		973,859			1,447,037
Due from related party		16,945			—
Total Current Assets		2,399,641			2,072,953
Assets held in Trust Account		402,519,359			402,501,008
Total Assets	$	404,919,000		$	404,573,961

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	—		$	4,835
Due to related party		—			6,144
Franchise tax payable		133,936			26,218
Accrued expenses		5,014,415			96,850
Total Current Liabilities		5,148,351			134,047
Deferred underwriting commission		14,087,500			14,087,500
Sponsor promissory note		3,300,000			—
Redeemable warrant liability		16,603,125			18,716,250
Total Liabilities		39,138,976			32,937,797
Commitments and contingencies		—			—
Class A common stock subject to possible redemption, 40,250,000 shares at a redemption value of $10.00 per share		402,519,359			402,501,008
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding		—			—
Class A common stock, $0.0001 par value; 250,000,000 shares authorized		—			—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized, 2,012,500 shares issued and outstanding		201			201
Additional paid-in capital		—			—
Accumulated deficit		(36,739,536	)		(30,865,045	)
Total Stockholders’ Deficit		(36,739,335	)		(30,864,844	)
Total Liabilities and Stockholders’ Deficit	$	404,919,000		$	404,573,961

The accompanying notes are an integral part of the financial statements.

CBRE ACQUISITION HOLDINGS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended			Nine Months Ended
	September 30, 2021			September 30, 2021
Operating expenses	$	4,014,708		$	7,537,616
Franchise tax expense		50,000			150,000
Loss from operations	$	4,064,708		$	7,687,616
Other income (expense):
Change in fair value of redeemable warrant liability		(5,735,625	)		2,113,125
Change in fair value of sponsor promissory note		(300,000	)		(300,000	)
Interest income earned on assets held in Trust Account		8,402			18,351
Loss before income taxes	$	(10,091,931	)	$	(5,856,140	)
Provision for income taxes		—			—
Net loss	$	(10,091,931	)	$	(5,856,140	)

Net loss per share:
Class A Common Stock – basic and diluted	$	(0.24	)	$	(0.14	)
Class B Common Stock – basic and diluted	$	(0.24	)	$	(0.14	)

The accompanying notes are an integral part of the financial statements.

CBRE ACQUISITION HOLDINGS, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)


	Common Stock				Common Stock				Additional
	Class A				Class B				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance at December 31, 2020		—	$	—		2,012,500	$	201	$	—	$	(30,865,045	)	$	(30,864,844	)
Subsequent measurement under ASC 480-10-S99		—		—		—		—		—		(6,050	)		(6,050	)
Net income		—		—		—		—		—		8,505,557			8,505,557
Balance at March 31, 2021		—	$	—		2,012,500	$	201	$	—	$	(22,365,538	)	$	(22,365,337	)
Subsequent measurement under ASC 480-10-S99		—		—		—		—		—		(3,899	)		(3,899	)
Net loss		—		—		—		—		—		(4,269,766	)		(4,269,766	)
Balance at June 30, 2021		—	$	—		2,012,500	$	201	$	—	$	(26,639,203	)	$	(26,639,002	)
Subsequent measurement under ASC 480-10-S99		—		—		—		—		—		(8,402	)		(8,402	)
Net loss		—		—		—		—		—		(10,091,931	)		(10,091,931	)
Balance at September 30, 2021		—	$	—		2,012,500	$	201	$	—	$	(36,739,536	)	$	(36,739,335	)

The accompanying notes are an integral part of the financial statements.

CBRE ACQUISITION HOLDINGS, INC.

STATEMENT OF CASH FLOWS

(Unaudited)


	Nine Months Ended
	September 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,856,140	)

SEC Form 10-Q filed by CBRE Acquisition Holdings, Inc.