UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarter ended March 31, 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: 001-39993

Centricus Acquisition Corp.

(Exact Name of Registrant as Specified in Its Charter)

Cayman

N/A

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Boundary Hall, Cricket Square, PO Box 1093

Grand Cayman

Cayman Islands, KY1-1102

(Address of principal executive offices)

+1 (345) 814-5895

(Issuer’s telephone number)

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, $0.0001 par value, and one-fourth of one redeemable warrant	CENHU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	CENH	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CENHW	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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, a smaller reporting company or an emerging growth company. See 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 17, 2021, there were 34,500,000 Class A ordinary shares, par value $0.0001 per share, and 8,625,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.


		Page
Part I. Financial Information
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020	1
	Condensed Statement of Operations for the three months ended March 31, 2021 (unaudited)	2
	Condensed Statement of Changes in Shareholders’ Equity for the three months ended March 31, 2021 (unaudited)	3
	Condensed Statement of Cash Flows for the three months ended through March 31, 2021 (unaudited)	4
	Notes to Unaudited Condensed Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	23
Item 4.	Controls and Procedures	24
Part II. Other Information
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 6.	Exhibits	27
Part III. Signatures		28


	March 31,		December 31,
	2021		2020
	(unaudited)
ASSETS
Current assets
Cash	$	1,159,689	$	—
Prepaid expenses and other current assets		806,550		—
Total Current Assets		1,966,239		—

Deferred offering costs		—		216,584
Marketable securities held in Trust Account		345,004,632		—
TOTAL ASSETS	$	346,970,871	$	216,584

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	844,864	$	—
Accrued offering costs		17,653		121,593
Promissory note – related party		132,990		74,991
Total Current Liabilities		995,507		196,584

Warrant liability		10,275,250		—
Deferred underwriting fee payable		12,075,000		—
TOTAL LIABILITIES		23,345,757		196,584

Commitments and Contingencies

Class A ordinary shares subject to possible redemption 31,862,511 and no shares at redemption value at March 31, 2021 and December 31, 2020, respectively		318,625,110		—

Shareholders’ Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 2,637,489 and no shares issued and outstanding (excluding 31,862,511 and no shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively		264		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding, at March 31, 2021 and December 31, 2020⁽¹⁾		863		863
Additional paid-in capital		—		24,137
Retained earnings/(Accumulated deficit)		4,998,877		(5,000)
Total Shareholders’ Equity		5,000,004		20,000
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	346,970,871	$	216,584


Operating and formation costs	$	1,653,238
Loss from operations		(1,653,238)

Other income:
Interest earned on marketable securities held in Trust Account		4,632
Change in fair value of warrants		10,275,250

Income before income taxes		8,626,644
Benefit (provision) for income taxes		—
Net income	$	8,626,644

Basic and diluted weighted average shares outstanding, Class A Ordinary shares subject to possible redemption		30,930,993
Basic and diluted net income per share, Class A Ordinary shares subject to possible redemption	$	0.00

Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares	$	10,159,937
Basic and diluted net income per share, Non-redeemable ordinary shares	$	0.85


	Class A				Class B				Additional		Accumulated		Total
	Ordinary Shares				Ordinary Shares				Paid-in		Deficit /		Shareholders’
	Shares		Amount		Shares		Amount		Capital		Retained Earnings		Equity
Balance — January 1, 2021		—	$	—		8,625,000	$	863	$	24,137	$	(5,000)	$	20,000

Sale of 34,500,000 Units, net of underwriting discounts and offering expenses		34,500,000		3,450		—		—		314,223,020		—		314,226,470

Cash paid in excess of fair value for Private Placement Units		—		—		—		—		752,000		—		752,000

Ordinary shares subject to redemption		(31,862,511)		(3,186)		—		—		(314,999,157)		(3,622,767)		(318,625,110)

Net Income		—		—		—		—		—		8,626,644		8,626,644

Balance — March 31, 2021	$	2,637,489	$	264	$	8,625,000	$	863	$	—	$	4,998,877	$	5,000,004


Cash Flows from Operating Activities:
Net income	$	8,626,644
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liability		(10,275,250)
Interest earned on marketable securities held in Trust Account		(4,632)
Transaction costs incurred in connection with IPO		688,534
Changes in operating assets and liabilities:
Prepaid expenses		(806,549)
Accrued expenses		844,864
Net cash used in operating activities		(926,389)

Cash Flows from Investing Activities:
Marketable securities held in Trust Account		(345,000,000)
Net cash used in investing activities		(345,000,000)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		338,100,000
Proceeds from sale of Private Warrants		9,400,000
Proceeds from promissory note - related party		57,999
Payment of offering costs		(471,921)
Net cash provided by financing activities		347,086,078

Net Change in Cash		1,159,689
Cash – Beginning of period		—
Cash – End of period	$	1,159,689

Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	17,653
Initial classification of common stock subject to possible redemption	$	309,309,930
Change in value of Class A ordinary share subject to possible redemption	$	9,315,180
Deferred underwriting fee payable	$	12,075,000


	As
	Previously				As
	Reported		Adjustments		Restated
Balance sheet as of February 8, 2021 (audited)
Warrant Liability	$	—		20,550,500		20,550,500
Class A Common Stock Subject to Possible Redemption		329,860,430		(20,550,500)		309,309,930
Class A Common Stock		151		206		357
Additional Paid-in Capital		5,003,992		688,328		5,692,320
Accumulated Deficit		(5,000)		(688,534)		(693,534)


	Three Months
	Ended
	March 31,
	2021
Class A ordinary Shares subject to possible redemption
Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	4,632
Unrealized gain on marketable securities held in Trust Account		—
Net Income	$	4,632
Denominator: Weighted Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		30,930,993
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00

Non-Redeemable Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net income	$	8,626,644
Less: Net income allocable to Class A ordinary shares subject to possible redemption		(4,632)
Non-Redeemable Net Income	$	8,622,366
Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		10,159,937
Basic and diluted net income per share, Non-redeemable ordinary shares	$	0.85


Description	Level	March 31, 2021
Assets:
Marketable securities held in Trust Account	1	$	345,004,632

Liabilities:
Warrant Liability – Public Warrants	1		5,951,250
Warrant Liability – Private Placement Warrants	3		4,324,000


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of January 1, 2021	$	—	$	—	$	—
Initial measurement on February 8, 2021		8,648,000		11,902,500		20,550,500
Change in valuation inputs or other assumptions		(4,324,000)		(5,951,250)		(10,275,250)
Fair value as of March 31, 2021	$	4,324,000		5,951,250		10,275,250


No.		Description of Exhibit
1.1		Underwriting Agreement, dated February 3, 2021, between the Company and Deutsche Bank Securities Inc. as representative of the several underwriters. (1)
3.1		Amended and Restated Memorandum and Articles of Association. (1)
4.1		Warrant Agreement, dated February 3, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (1)
10.1		Letter Agreement, dated February 3, 2021, among the Company, Centricus Heritage LLC and each of the Company’s director and executive officer. (1)
10.2		Investment Management Trust Agreement, dated February 3, between the Company and Continental Stock Transfer & Trust Company, as trustee. (1)
10.3		Registration and Shareholder Rights Agreement, dated February 3, 2021, among the Company and certain security holders named therein. (1)
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), 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.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	CENTRICUS ACQUISITION CORP.


Date: May 24, 2021	By:	/s/ Garth Ritchie
	Name:	Garth Ritchie
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

Date: May 24, 2021	By:	/s/ Cristina Levis
	Name:	Cristina Levis
	Title:	Chief Financial Officer, Chief Investment Officer and Secretary
		(Principal Financial and Accounting Officer)

Date: May 24, 2021	By:	/s/ Manfredi Lefebvre d’Ovidio
	Name:	Manfredi Lefebvre d’Ovidio
	Title:	Chairman of the Board of Directors

SEC Form 10-Q filed by Centricus Acquisition Corp.