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: 001-39642

KINS TECHNOLOGY GROUP INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

85-2104918

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Four Palo Alto Square, Suite 200

3000 El Camino Real

Palo Alto, CA 94306

(Address of principal executive offices)

(650) 575-4456

(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 share of Class A common stock and one-half of one redeemable warrant	KINZU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	KINZ	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	KINZW	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 July 13, 2021, there were 27,600,000 shares of Class A common stock, $0.0001 par value and 6,900,000 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, 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 Stockholders’ Equity for the three months ended March 31, 2021 (unaudited)		3
Condensed Statement of Cash Flows for the three months ended March 31, 2021 (unaudited)		4
Notes to Condensed Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		22
Item 4. Controls and Procedures		22
Part II. Other Information
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
Part III. Signatures		25


	March 31, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current assets
Cash	$	778,489	$	1,019,026
Prepaid expenses		431,766		456,634
Total Current Assets		1,210,255		1,475,660

Cash and marketable securities held in Trust Account		278,813,897		278,767,785
TOTAL ASSETS	$	280,024,152	$	280,243,445

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	326,475	$	194,699
Accrued offering costs		17,579		17,579
Total Current Liabilities		344,054		212,278

Warrant liability		15,652,000		21,912,800
Deferred underwriting fee payable		9,660,000		9,660,000
Total Liabilities		25,656,054		31,785,078

Commitments and Contingencies

Class A common stock subject to possible redemption 24,689,910 and 24,104,788 shares at $10.10 per share redemption value as of March 31, 2021 and December 31, 2020, respectively		249,368,091		243,458,359

Stockholders’ Equity
Preferred stock, $0.0001 par value; 2,000,000 shares authorized; none issued or outstanding		—		—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 2,910,090 and 3,495,212 shares issued and outstanding (excluding 24,689,910 and 24,104,788 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively		291		350
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding at March 31, 2021 and December 31, 2020		690		690
Additional paid-in capital		3,173,795		9,083,468
Retained Earnings (Accumulated deficit)		1,825,231		(4,084,500)
Total Stockholders’ Equity		5,000,007		5,000,008
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	280,024,152	$	280,243,445


Operating and formation costs	$	397,205
Loss from operations		(397,205)

Other income:
Interest earned on marketable securities held in Trust Account		46,112
Interest income - bank		24
Change in fair value of warrant liability		6,260,800
Other income, net		6,306,936

Net income	$	5,909,731

Weighted average shares outstanding, Class A redeemable common stock		27,600,000

Basic and diluted net income per share, Class A redeemable common stock	$	0.00

Weighted average shares outstanding, Class B non-redeemable common stock		6,900,000

Basic and diluted net loss per share, Class B non-redeemable common stock	$	0.86


									(Accumulated
	Class A			Class B			Additional		Deficit)		Total
	Common Stock			Common Stock			Paid-in		Retained		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Earnings		Equity
Balance — January 1, 2021	3,495,212	$	350	6,900,000	$	690	$	9,083,468	$	(4,084,500)	$	5,000,008

Change in value of Class A common stock subject to redemption	(585,122)		(59)	—		—		(5,909,673)		—		(5,909,732)

Net income	—		—	—		—		—		5,909,731		5,909,731

Balance — March 31, 2021	2,910,090	$	291	6,900,000	$	690	$	3,173,795	$	1,825,231	$	5,000,007


Cash Flows from Operating Activities:
Net income	$	5,909,731
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(46,112)
Change in fair value of warrant liability		(6,260,800)
Changes in operating assets and liabilities:
Prepaid expenses		24,868
Accrued expenses		131,776
Net cash used in operating activities		(240,537)

Net Change in Cash		(240,537)
Cash – Beginning of period		1,019,026
Cash – End of period	$	778,489

Non-Cash Investing and Financing Activities:
Change in value of Class A common stock subject to possible redemption	$	5,909,732


Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income and change in fair value of warrant liability	$	46,112
Income and Franchise Tax		(46,112)
Redeemable Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		27,600,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00

Non-Redeemable Class B Common Stock
Numerator: Net Income minus Redeemable Net Earnings
Net Income	$	5,909,731
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	5,909,731
Denominator: Weighted Average Non-Redeemable Class B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		6,900,000
Loss/Basic and Diluted Non-Redeemable Class B Common Stock	$	0.86


					Gross
			Amortized		Holding
	Held-To-Maturity	Level	Cost		Gain		Fair Value
March 31, 2021	Money Market Funds	1	$	N/A	$	N/A	$	278,813,000

December 31, 2020	U.S. Treasury Securities (Matures on 03/18/21)	1	$	278,766,888	$	7,079	$	278,773,966


		March 31,			December 31,
Description	Level	2021		Level	2020
Liabilities:
Warrant Liability – Public Warrants	1	$	6,682,000	3	$	12,558,000
Warrant Liability – Private Warrants	2	$	8,970,000	3	$	9,354,800


	March 31, 2021			December 31, 2020
Risk-free interest rate		0.94	%		0.41	%
Dividend yield		0.00	%		0.00	%
Implied volatility		12.3	%		15.8	%
Exercise price	$	11.50		$	11.50
Unit Price	$	9.81		$	9.83


	Private Placement		Public		Warrant Liabilities
Fair value as of December 31, 2020	$	9,354,800	$	12,558,000	$	21,912,800
Change in fair value		(2,672,800)		(3,588,000)		(6,260,800)
Transfer to Level 1		—		(8,970,000)		(8,970,000)
Transfer to Level 2		(6,682,000)		—		(6,682,000)
Fair value as of March 31, 2021	$	—	$	—	$	—


	KINS TECHNOLOGY GROUP INC.

Date: July 13, 2021	By:	/s/ Khurram Sheikh
	Name:	Khurram Sheikh
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: July 13, 2021	By:	/s/ Khurram Sheikh
	Name:	Khurram Sheikh
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)


No.		Description of Exhibit
1.1		Underwriting Agreement, dated December 14, 2020, between the Company and UBS Securities LLC, Stifel, Nicolaus & Company Incorporated and BTIG, LLC, as representatives of the several underwriters.⁽¹⁾
3.1		Amended and Restated Certificate of Incorporation of the Company⁽¹⁾.
4.1		Warrant Agreement, dated December 14, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.⁽¹⁾
10.1		Letter Agreement, dated December 14, 2020, among the Company, the Sponsor and the Company’s officers and directors.⁽¹⁾
10.2		Investment Management Trust Agreement, dated December 14, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee.⁽¹⁾
10.3		Registration Rights Agreement, dated December 14, 2020, among the Company, the Sponsor and certain other security holders party thereto.⁽¹⁾
10.4		Administrative Services Agreement, dated December 14, 2020, between the Company and the Sponsor.⁽¹⁾
10.5		Warrants Purchase Agreement, dated December 14, 2020, between the Company and the Sponsor.⁽¹⁾
10.6		Indemnity Agreement, dated December 14, 2020, between the Company and Khurram P. Sheikh.⁽¹⁾
10.7		Indemnity Agreement, dated December 14, 2020, between the Company and Eric Zimits.⁽¹⁾
10.8		Indemnity Agreement, dated December 14, 2020, between the Company and Hassan Ahmed.⁽¹⁾
10.9		Indemnity Agreement, dated December 14, 2020, between the Company and Di-Ann Eisnor.⁽¹⁾
10.10		Indemnity Agreement, dated December 14, 2020, between the Company and Camillo Martino.⁽¹⁾
10.11		Indemnity Agreement, dated December 14, 2020, between the Company and Atif Rafiq.⁽¹⁾
10.12		Indemnity Agreement, dated December 14, 2020, between the Company and Allen Salmasi.⁽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
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
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

SEC Form 10-Q filed by KINS Technology Group Inc.