Form 10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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 quarterly period 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

Commission File

No. 001-40178

Independence Holdings Corp.

(Exact name of registrant as specified in its charter)


Cayman Islands		98-1572684
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)


277 Park Avenue, 29th Floor, Suite B New York, New York		10172
(Address of principal executive offices)		(Zip Code)

(212)

704-3000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, 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 Class A ordinary share and one-fifth of one redeemable warrant to acquire one Class A ordinary share	ACQRU	The Nasdaq Capital Market
Class A ordinary shares, par value $0.0001 per share	ACQR	The Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	ACQRW	The Nasdaq Capital Market

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.

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 16, 2022

, there were 7,557,665 units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, and

one-fifth

one redeemable warrant to acquire one Class A ordinary share, 42,033,243 Class A ordinary shares, and 12,397,727 Class B ordinary shares, par value

$0.0001 per share, of the company issued and outstanding.


		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements (Unaudited)		2

	Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021		2

	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2022 and 2021		3

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 and 2021		4

	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021		5

	Notes to Unaudited Condensed Financial Statements		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		25

Item 4.	Controls and Procedures		25

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		27

Item 1A.	Risk Factors		27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		27

Item 3.	Defaults Upon Senior Securities		27

Item 4.	Mine Safety Disclosures		27

Item 5.	Other Information		27

Item 6.	Exhibits		28

SIGNATURES


	March 31, 2022			December 31, 2021
	(Unaudited)
Assets:
Current assets:
Cash	$	1,091,772		$	1,260,014
Prepaid expenses		704,965			817,751

Total current assets		1,796,737			2,077,765
Investments held in Trust Account		495,998,563			495,948,830

Total Assets	$	497,795,300		$	498,026,595

Liabilities, Class A Ordinary Shares Subject To Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	179,640		$	21,714
Accrued expenses		23,703			70,000

Total current liabilities		203,343			91,714
Deferred underwriting commissions		17,356,818			17,356,818
Derivative warrant liabilities		8,738,600			16,907,300

Total liabilities		26,298,761			34,355,832
Commitments and Contingencies
Class A ordinary shares subject to possible redemption; 49,590,908 shares at $10.00 per share at redemption value at March 31, 2022 and December 31, 2021		495,909,080			495,909,080
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding at March 31, 2022 and December 31, 2021		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable Class A ordinary shares issued or outstanding at March 31, 2022 and December 31, 2021		—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 12,397,727 shares issued and outstanding at March 31, 2022 and December 31, 2021		1,240			1,240
Additional paid-in capital		—			—
Accumulated deficit		(24,413,781	)		(32,239,557	)

Total shareholders’ deficit		(24,412,541	)		(32,238,317	)

Total Liabilities, Class A Ordinary Shares Subject To Possible Redemption and Shareholders’ Deficit	$	497,795,300		$	498,026,595


	Three Months Ended March 31,
	2022			2021
General and administrative expenses	$	362,657		$	100,230
Administrative expenses - related party		30,000			7,419

Loss from operations		(392,657	)		(107,649	)
Other income (expenses):
Change in fair value of derivative warrant liabilities		8,168,700			3,039,510
Financing costs - derivative warrant liabilities		—			(634,480	)
Interest income from investments held in Trust Account		49,733			5,165

Net income	$	7,825,776		$	2,302,546

Weighted average number of Class A ordinary shares - basic and diluted		49,590,908			11,571,212

Basic and diluted net income per share, Class A	$	0.13		$	0.10

Weighted average number of Class B ordinary shares - basic		12,397,727			11,213,384

Weighted average number of Class B ordinary shares - diluted		12,397,727			12,397,727

Basic and diluted net income per share, Class B	$	0.13		$	0.10


	Ordinary Shares								Additional Paid-in Capital					Total Shareholders’ Deficit
	Class A				Class B						Accumulated Deficit
	Shares		Amount		Shares		Amount				Accumulated Deficit
Balance - December 31, 2021		—	$	—		12,397,727	$	1,240	$	—	$	(32,239,557	)	$	(32,238,317	)
Net income		—		—		—		—		—		7,825,776			7,825,776

Balance - March 31, 2022 (Unaudited)		—	$	—		12,397,727	$	1,240	$	—	$	(24,413,781	)	$	(24,412,541	)


Gross proceeds	$	495,909,080
Less:
Proceeds allocated to public warrants		(11,009,180	)
Class A ordinary share issuance costs		(27,340,317	)
Plus:
Accretion of carrying value to redemption value		38,349,497

Class A ordinary share subject to possible redemption	$	495,909,080


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	495,998,563	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public	$	4,562,360	$	—	$	—
Derivative warrant liabilities - Private	$	—	$	4,176,240	$	—


No.		Description of Exhibit

31.1		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-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) and 15(d)-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		Inline XBRL Instance Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

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


		INDEPENDENCE HOLDINGS CORP.

Date: May 16, 2022	By:	/s/ John Lawrence Furlong
	Name:	John Lawrence Furlong
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: May 16, 2022	By:	/s/ Jaskaran Heir
	Name:	Jaskaran Heir
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Independence Holdings Corp.