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, 2022

☐ 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: 001-40126

DHB CAPITAL CORP.

(Exact name of registrant as specified in its charter)

Delaware

85-4335869

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

5 Brewster Street #2105

Glen Cove, NY

11542

(Address of principal executive offices)

(Zip Code)

(646) 450-5664

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 Class A Common Stock and one-third of one Redeemable Warrant	DHBCU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	DHBC	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share	DHBCW	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, 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 12, 2022, there were 28,750,000 shares of Class A common stock, $0.0001 par value, and 7,187,500 shares of Class B common stock, $0.0001 par value, issued and outstanding.

		Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021		1
Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2022 and 2021		2
Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2022 and 2021		3
Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021		4
Notes to Unaudited Condensed Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3. Quantitative and Qualitative Disclosures About Market Risk		23
Item 4. Controls and Procedures		23
Part II. Other Information
Item 1. Legal Proceedings		24
Item 1A. Risk Factors		24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		25
Item 3. Defaults Upon Senior Securities		25
Item 4. Mine Safety Disclosures		25
Item 5. Other Information		25
Item 6. Exhibits		26
Signatures		27


	March 31,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Current assets
Cash	$	130,604	$	197,153
Prepaid Expenses		455,490		525,223
Total Current Assets		586,094		722,376

Investments held in Trust Account		287,538,886		287,515,421
TOTAL ASSETS	$	288,124,980	$	288,237,797

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	1,317,721	$	1,450,371
Promissory note - related party		300,000		—
Total Current Liabilities		1,617,721		1,450,371
Deferred underwriting fee payable		10,062,500		10,062,500
Warrant Liabilities		4,857,125		9,622,541
Total Liabilities		16,537,346		21,135,412

Commitments and Contingencies

Class A common stock subject to possible redemption 28,750,000 shares at a redemption value of $10.00 per share at March 31, 2022 and December 31, 2021		287,500,000		287,500,000

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; 300,000,000 shares authorized; none issued and outstanding (excluding 28,750,000 shares subject to possible redemption)		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding at March 31, 2022 and December 31, 2021		719		719
Additional paid-in capital		—		—
Accumulated deficit		(15,913,085)		(20,398,334)
Total Stockholders’ Deficit		(15,912,366)		(20,397,615)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	288,124,980	$	288,237,797


	For the Three Months Ended
	March 31,
	2022		2021
General and administrative expenses	$	303,632	$	197,145
Loss from operations		(303,632)		(197,145)

Other income (expense):
Interest earned on marketable securities held in Trust Account		23,465		1,184
Transaction costs incurred in connection with warrant liabilities		—		(472,097)
Change in fair value of warrant liabilities		4,765,416		2,116,666
Total other income, net		4,788,881		1,645,753

Net income	$	4,485,249	$	1,448,608

Weighted average shares outstanding, Class A common stock		28,750,000		4,000,000

Basic and diluted net income per share, Class A common stock	$	0.12	$	0.13

Basic and diluted weighted average shares outstanding, Class B common stock		7,187,500		7,187,500

Basic and diluted net income per share, Class B common stock	$	0.12	$	0.13


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2022	—	$	—	7,187,500	$	719	$	—	$	(20,398,334)	$	(20,397,615)

Net income	—		—	—		—		—		4,485,249		4,485,249

Balance – March 31, 2022 (unaudited)	—	$	—	7,187,500	$	719	$	—	$	(15,913,085)	$	(15,912,366)


Gross proceeds	$	287,500,000
Less:
Proceeds allocated to Public Warrants		(8,241,666)
Class A common stock issuance costs		(15,770,887)
Plus:
Accretion of carrying value to redemption value		24,012,553
Class A common stock subject to possible redemption	$	287,500,000

SEC Form 10-Q filed by DHB Capital Corp.