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. 001-41053

LAMF GLOBAL VENTURES CORP. I

(Exact name of registrant as specified in its charter)


Cayman Islands		98-1616579
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9255 Sunset Blvd., Suite 515

West Hollywood, California 90069

(Address of Principal Executive Offices, including zip code)

(424)

343-8760

(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 Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	LGVCU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 par value	LGVC	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	LGVCW	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.

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

, 2022, there were 26,406,000 Class A ordinary shares, $0.0001 par value per share, and 8,433,333 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.


	Page
Part I. Financial Information		1
Item 1. Financial Statements		1
Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021		1
Unaudited Condensed Statement of Operations for the three months ended March 31, 2022		2
Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the three months ended March 31, 2022		3
Unaudited Condensed Statement of Cash Flows for the three months ended March 31, 2022		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 Regarding Market Risk		20
Item 4. Controls and Procedures		20
Part II. Other Information		21
Item 1. Legal Proceedings		21
Item 1A. Risk Factors		21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 3. Defaults Upon Senior Securities		22
Item 4. Mine Safety Disclosures		22
Item 5. Other Information		22
Item 6. Exhibits		22
Part III. Signatures		23


	MARCH 31, 2022 (Unaudited)			DECEMBER 31, 2021
ASSETS
CURRENT ASSETS
Cash	$	779,286		$	881,842
Prepaid expenses		461,037			487,573

Total current assets		1,240,323			1,369,415

OTHER ASSETS
Cash and Investments in Trust Account		258,154,458			258,060,000
Reimbursement receivable		2,974,500			2,974,500

Total other assets		261,128,958			261,034,500

Total assets	$	262,369,281		$	262,403,915

LIABILITIES AND SHAREHOLDERS’ DEFICIT
LIABILITIES
CURRENT LIABILITIES
Due to Sponsor	$	75,198		$	75,198
Accrued expenses		404,718			17,815

Total current liabilities		479,916			93,013

LONG-TERM LIABILITIES
Deferred underwriting fee payable		9,915,000			9,915,000
Deferred advisory fees payable		2,974,500			2,974,500

Total long-term liabilities		12,889,500			12,889,500

Total liabilities		13,369,416			12,982,513

COMMITMENTS AND CONTINGENCIES
Class A Ordinary Shares subject to possible redemption, 25,300,000 shares at redemption value of $10.20 per share		258,060,000			258,060,000
SHAREHOLDERS’ DEFICIT
Preference Shares; $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A Ordinary Shares; $0.0001 par value; 500,000,000 shares authorized; 1,106,000 issued and outstanding (excluding 25,300,000 shares subject to possible redemption)		110			110
Class B Ordinary Shares; $0.0001 par value; 50,000,000 shares authorized; 8,433,333 issued and outstanding		843			843
Additional paid-in capital		—			—
Accumulated deficit		(9,061,088	)		(8,639,551	)

Total Shareholders’ Deficit		(9,060,135	)		(8,638,598	)

Total Liabilities, C l ass A Ordinary Shares subject to possible redemption and Shareholders’ Deficit	$	262,369,281		$	262,403,915


REVENUES
Interest income	$	20

EXPENSES
General and administrative		516,015

Total expenses		516,015

OTHER INCOME
Unrealized gain on investments held in Trust Account		94,458

Net loss	$	(421,537	)

Weighted average shares outstanding of Class A ordinary shares		26,406,000

Basic and diluted net loss per share, Class A ordinary shares	$	(0.01	)
Weighted average shares outstanding of Class B ordinary shares		8,433,333

Basic and diluted net loss per share, Class B ordinary shares	$	(0.01	)


	Ordinary shares
	Class A				Class B				Preference shares
	Shares		Amount		Shares		Amount		Shares		Amount		Additional paid-in capital		Accumulated deficit			Total shareholders’ deficit
Balance, December 31, 2021		1,106,000	$	110		8,433,333	$	843		—	$	—	$	—	$	(8,639,551	)	$	(8,638,598	)
Net loss		—		—		—		—		—		—		—		(421,537	)		(421,537	)

Balance, March 31, 2022		1,106,000	$	110		8,433,333	$	843		—	$	—	$	—	$	(9,061,088	)	$	(9,060,135	)


Cash Flows from Operating Activities
Net loss	$	(421,537	)
Adjustments to reconcile net loss to net cash used in operating activities:
Unrealized gain on investments		(94,458	)
Changes in operating assets and liabilities:
Prepaid expenses		26,536
Accrued expenses		386,903

Net cash used in operating activities		(102,556	)

Cash Flows from Investing Activities
Divestment of cash in Trust Account		258,059,227
Purchase of investments in Trust Account		(258,059,227	)

Net cash flows used in investing activities		—

		(102,556	)
Cash - Beginning of period		881,842

Cash - End of period	$	779,286


Gross proceeds from IPO	$	253,000,000
Less:
Proceeds allocated to Public Warrants		14,294,500
Class A ordinary shares issuance costs		14,451,363
Plus:
Accretion of carrying value to redemption value		33,805,863
Class A ordinary shares subject to possible redemption	$	258,060,000


	For the three months ended March 31, 2022
	Class A			Class B
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	($	319,498	)	($	102,039	)
Denominator:
Weighted-average shares outstanding		26,406,000			8,433,333
Basic and diluted net loss per share	($	0.01	)	($	0.01	)


No.		Description of Exhibit

1.1		Underwriting Agreement, dated November 10, 2021, by and between the Company and Wells Fargo Securities, LLC, as representative of the underwriters. (1)

3.1		Amended and Restated Memorandum and Articles of Association. (1)

4.1		Warrant Agreement, dated November 10, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (1)

10.1		Letter Agreement, dated November 10, 2021, by and among the Company, its executive officers, its directors and LAMF SPAC Holdings I LLC. (1)

10.2		Investment Management Trust Agreement, dated November 10, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (1)

10.3		Registration Rights Agreement, dated November 10, 2021, by and among the Company, LAMF SPAC Holdings I LLC and the Holders signatory thereto. (1)

10.4		Private Placement Units Purchase Agreement, dated November 10, 2021, by and between the Company and LAMF SPAC Holdings I LLC. (1)

10.5		Administrative Services Agreement, dated November 10, 2021, by and between the Company and LAMF SPAC Holdings I LLC. (1)

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 (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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).


	LAMF GLOBAL VENTURES CORP. I

Date: May 13, 2022		/s/ Morgan Earnest
	Name:	Morgan Earnest
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by LAMF Global Ventures Corp. I