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: 001-40810

Endurance Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands

98-1599901

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

630 Fifth Avenue, 20^th Floor

New York, NY

10111

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (646) 585-8975

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

Title of Each Class	Ticker Symbol	Name Of Each Exchange On Which Registered
Units, each consisting of one Class A Ordinary Share and one-half of one Warrant	EDNCU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	EDNC	The Nasdaq Stock Market LLC
Warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share	EDNCW	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 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 November 15, 2021, the registrant had 20,000,000 Class A Ordinary Shares, par value $0.0001 per share, and 5,750,000 Class B Ordinary Shares, par value $0.0001, issued and outstanding.

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Financial Statements	1
	Condensed Balance Sheet as of September 30, 2021	1
	Condensed Statements of Operations for the three months ended September 30, 2021 and for the Period from April 23, 2021 (inception) through September 30, 2021	2
	Condensed Statements of Changes in Shareholders’ Equity for the three months ended September 30, 2021 and for the Period from April 23, 2021 (inception) through September 30, 2021	3
	Condensed Statements of Cash Flows for the three months ended September 30, 2021 and for the Period from April 23, 2021 (inception) through September 30, 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	24
Signatures		25


	September 30, 2021
Assets:
Current assets:
Cash on hand	$	667,567
Prepaid expenses		654,038
Total current assets		1,321,605
Prepaid expenses, non-current		601,461
Marketable securities held in Trust Account		201,000,606
Total assets		202,923,672

Liabilities and Shareholders’ Equity
Current liabilities:
Accrued costs and expenses	$	121,599
Total current liabilities		121,599
Warrant liability		12,864,263
Deferred underwriting commissions		9,000,000
Total liabilities		21,985,862

Commitments and Contingencies (Note 7)
Class A ordinary shares subject to possible redemption, 20,000,000 shares and no shares at redemption value		201,000,606

Shareholders’ Equity (Deficit):
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized;		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding as of September 30, 2021⁽¹⁾		575
Additional paid-in capital		—
Accumulated deficit		(20,063,371)
Total shareholders’ equity		(20,062,796)
Total Liabilities and Shareholders’ Equity (Deficit)	$	202,923,672


			For the period from
	For the		April 23, 2021
	Three Months ended		(Inception) to
	September 30,		September 30,
	2021		2021
Formation and operating costs	$	36,444	$	43,244
Loss from operations		(36,444)		(43,244)

Other income (expense)
Change in fair value of warrant liabilities		469,888		469,888
Transactions costs allocated to warrant liabilities		(573,057)		(573,057)
Interest income		606		606
Total other expense		(102,563)		(102,563)

Net loss	$	(139,007)	$	(145,807)

Weighted average Class A ordinary shares subject to possible redemption outstanding, basic and diluted		2,826,087		1,656,051
Basic and diluted net loss per ordinary share subject to possible redemption	$	(0.02)	$	(0.02)
Weighted average Class B ordinary shares outstanding, basic and diluted⁽¹⁾		5,000,000		5,000,000
Basic and diluted net loss per non-redeemable ordinary share	$	(0.02)	$	(0.02)


	Class A			Class B			Additional				Stockholders’
	Ordinary Share			Ordinary Share			Paid-in		Accumulated		Equity
	Shares	Amount		Shares	Amount		Capital		Deficit		(Deficit)
Balance as of April 23, 2021 (Inception)	—	$	—	—	$	—	$	—	$	—	$	—
Class B ordinary shares issued to initial shareholder⁽¹⁾	—		—	5,750,000		575		24,425		—		25,000
Net loss	—		—	—		—		—		(6,800)		(6,800)
Balance as of June 30, 2021	—		—	5,750,000		575		24,425		(6,800)		18,200
Sale of 20,000,000 Units through public offering	20,000,000		2,000	—		—				—		2,000
Shares subject to redemption	(20,000,000)		(2,000)									(2,000)
Excess of private placement proceeds over fair value as capital contribution, net of amount deposited into Trust								848,914				848,914
Net loss	—		—	—		—		—		(139,007)		(139,007)
Subsequent remeasurement under ASC 480-10-S99								(873,339)		(19,917,564)		(20,790,903)

Balance as of September 30, 2021	—	$	—	5,750,000	$	575	$	—	$	(20,063,371)	$	(20,062,796)


Cash flows from operating activities:
Net loss	$	(145,807)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(606)
Offering costs allocated to warrants		573,057
Change in fair value of warrant liability		(469,888)
Changes in operating assets and liabilities:
Prepaid assets		(1,255,499)
Accrued expenses		1,430
Net cash used in operating activities		(1,297,313)

Cash flows from investing activities:
Investment of cash held in Trust Account		(201,000,000)
Net cash used in investing activities		(201,000,000)

Cash flows from financing activities:
Proceeds from initial public offering, net of costs		196,000,000
Proceeds from private placement		7,630,000
Proceeds from issuance of founder shares		25,000
Proceeds from issuance of promissory note to related party		1,000
Payment of promissory note		(148,372)
Payment of deferred offering costs		(542,748)
Net cash provided by financing activities		202,964,880

Net change in cash		667,567
Cash, beginning of the period		—
Cash, end of the period	$	667,567

Supplemental disclosure of non-cash investing and financing activities
Deferred underwriting discount	$	9,000,000
Accrued offering costs	$	120,169
Initial classification of warrant liabilities	$	13,334,151
Initial value of Class A ordinary shares subject to possible redemption	$	201,000,000
Accretion of Class A ordinary shares subject to possible redemption	$	606


	For the Three Months Ended				For the Period from April 23, 2021
	September 30, 2021				(Inception) to September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	(50,197)	$	(88,810)	$	(36,277)	$	(109,530)

Denominator:
Weighted-average shares outstanding		2,826,087		5,000,000		1,656,051		5,000,000
Basic and diluted net income per share	$	(0.02)	$	(0.02)	$	(0.02)	$	(0.02)


Gross proceeds from IPO	$	201,000,000
Less:
Proceeds allocated to Public Warrants		(7,553,065)
Ordinary share issuance costs		(13,237,232)
Plus:
Accretion of carrying value to redemption value		20,790,297
Interest income		606
Contingently redeemable ordinary share	$	201,000,606


			Quoted Prices In		Significant Other		Significant Other
			Active Markets		Observable Inputs		Unobservable Inputs
	September 30, 2021		(Level 1)		(Level 2)		(Level 3)
Assets:
Marketable Securities held in Trust Account
	$	201,000,606	$	201,000,606	$	—	$	—
Liabilities:
Warrant liabilities – Public Warrants	$	7,287,568	$	—	$	—	$	7,287,568
Warrant liabilities – Private Placement Warrants		5,576,695		—		—		5,576,695
	$	12,864,263	$	—	$	—	$	12,864,263


	Private Placement		Public		Total Warrant
	Warrants		Warrants		Liabilities
Fair value as of April 23, 2021 (inception)	$	—	$	—	$	—
Initial measurement on September 17, 2021		5,781,086		7,553,065		13,334,151
Change in fair value of warrant liabilities		(204,391)		(265,497)		(469,888)
Fair value as of September 30, 2021	$	5,576,695	$	7,287,568	$	12,864,263


Input	September 30, 2021		September 17, 2021
Exercise price	$	11.50	$	11.50
Unit price	$	10.00	$	10.00
Volatility		13.0		13.3	%
Expected term of the warrants		6.32 years		6.36 years
Risk-free rate		1.20		1.08	%
Dividend yield		0		0

	Endurance Acquisition Corp.

Date: November 15, 2021	By:	/s/ Richard C. Davis
		Richard C. Davis
		Chief Executive Officer
		(principal executive officer)

Date: November 15, 2021	By:	/s/ Romeo A. Reyes
		Romeo A. Reyes
		Chief Financial Officer
		(principal financial and accounting officer)

Exhibit Number		Description
3.1		Amended and Restated Memorandum and Articles of Association (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2021)

4.1		Specimen Unit Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Form S-1, filed on September 13, 2021)

4.2		Specimen Class A Ordinary Share Certificate (Incorporated by reference to Exhibit 4.2 to the Company’s Form S-1, filed on September 13, 2021)

4.3		Specimen Warrant Certificate (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2021)

4.4		Warrant Agreement, dated September 14, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2021)

10.1		Letter Agreement, dated September 14, 2021, among the Company, the Sponsor and the Company’s officers and directors (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2021)

10.2		Investment Management Trust Agreement, dated September 14, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2021)

10.3		Registration Rights Agreement, dated September 14, 2021, among the Company, the Sponsor, Cantor and certain other security holders named therein (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2021)

10.4		Administrative Services Agreement, dated September 14, 2021, between the Company and Antarctica Data Partners, LLC (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2021)

10.5		Sponsor Warrants Purchase Agreement, dated September 14, 2021, between the Company and the Sponsor (Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2021)

10.6		Private Warrants Purchase Agreement, dated September 14, 2021, between the Company and Cantor (Incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2021)

10.7		Form of Indemnity Agreement between the Company and each of its officers and directors (Incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2021)

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Chief 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 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Condensed Balance Sheet; (ii) Condensed Statements of Operations; (iii) Condensed Statements of Changes in Shareholders’ Equity; (iv) Condensed Statement of Cash Flows; and (v) Notes to Interim Condensed Financial Statements

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SEC Form 10-Q filed by Endurance Acquisition Corp.