|
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
|
|
|
|
|
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
☒
|
Smaller reporting company
|
|
Emerging growth company
|
|
|
|
Page
|
Part I. Financial Information
|
|
|
|
Item 1. Financial Statements
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
17
|
|
|
20
|
|
|
20
|
|
Part II. Other Information
|
|
|
|
21
|
|
|
21
|
|
|
22
|
|
|
22
|
|
|
22
|
|
|
22
|
|
|
22
|
|
23
|
March 31,
2023
|
December 31,
2022
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Prepaid expenses
|
|
|
||||||
Total Current Assets
|
|
|
||||||
Cash and marketable securities held in trust account
|
|
|
||||||
Total Assets
|
$
|
|
$
|
|
||||
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO REDEMPTION AND SHAREHOLDERS’ DEFICIT
|
||||||||
Current liabilities
|
||||||||
Accrued expenses
|
$
|
|
$
|
|
||||
Accrued offering costs
|
|
|
||||||
Advance from related parties
|
||||||||
Total current liabilities
|
|
|
||||||
Warrant liabilities
|
|
|
||||||
Deferred underwriting fee payable
|
|
|
||||||
Total Liabilities
|
|
|
||||||
CLASS A ORDINARY SHARES SUBJECT TO REDEMPTION
|
||||||||
Class A ordinary shares subject to possible redemption;
|
|
|
||||||
Shareholders’ Deficit
|
||||||||
Preference shares, $
|
|
|
||||||
Class A ordinary shares, $
|
|
|
||||||
Class B ordinary shares, $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total Shareholders’ Deficit
|
(
|
)
|
(
|
)
|
||||
Total Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Deficit
|
$
|
|
$
|
|
Three Months Ended
March 31,
|
||||||||
2023
|
2022
|
|||||||
Operating and formation costs
|
$
|
|
$
|
|
||||
Loss from operations
|
(
|
)
|
(
|
)
|
||||
Other income:
|
||||||||
Reduction of deferred
underwriting fee
|
||||||||
Interest earned on marketable securities held in Trust Account
|
|
|
||||||
Unrealized gain on marketable securities held in Trust Account
|
|
|
||||||
Change in fair value of warrant liabilities
|
(
|
)
|
|
|||||
Transaction cost incurred in connection with Initial Public Offering
|
|
(
|
)
|
|||||
Other income, net
|
|
|
||||||
Net income
|
$
|
|
$
|
|
||||
Basic and diluted weighted average shares outstanding, Class A ordinary shares
|
|
|
||||||
Basic and diluted net income per share, Class A ordinary shares
|
$
|
|
$
|
|
||||
Basic and diluted weighted average shares outstanding, Class B ordinary shares
|
|
|
||||||
Basic and diluted net income per share, Class B ordinary shares
|
$
|
|
$
|
|
Class B
Ordinary Shares
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Total
Shareholders’
Deficit
|
|||||||||||||||||
Shares
|
Amount
|
|||||||||||||||||||
Balance — January 1, 2023
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||
Accretion for Class A ordinary shares to redemption amount
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
|
||||||||||||||||||||
Reduction of Deferred Underwriting Fee
|
— | |||||||||||||||||||
|
||||||||||||||||||||
Net income
|
—
|
|
|
|
|
|||||||||||||||
Balance — March 31, 2023
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Class B
Ordinary Shares
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Total
Shareholders’
Deficit
|
|||||||||||||||||
Shares
|
Amount
|
|||||||||||||||||||
Balance — January 1, 2022
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
Cash in excess of fair value of Private Placement Warrants
|
—
|
|
|
|
|
|||||||||||||||
|
||||||||||||||||||||
Accretion for Class A ordinary shares to redemption amount
|
— | ( |
) | ( |
) | ( |
) | |||||||||||||
|
||||||||||||||||||||
Net income
|
—
|
|
|
|
|
|||||||||||||||
Balance — March 31, 2022
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
For the Three
Months Ended
March 31,
2023
|
For the Three
Months Ended
March 31,
2022
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net income
|
$
|
|
$
|
|
||||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||||||
Interest earned on marketable securities held in Trust Account
|
(
|
)
|
(
|
)
|
||||
Reduction of deferred underwriting fees
|
( |
) | ||||||
Unrealized loss on marketable securities held in Trust Account
|
|
(
|
)
|
|||||
Change in fair value of warrant liabilities
|
|
(
|
)
|
|||||
Transaction cost incurred in connection with IPO
|
|
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
(
|
)
|
( |
) | ||||
Accrued expenses
|
|
|
||||||
Net cash used in operating activities
|
(
|
)
|
(
|
)
|
||||
Cash Flows from Investing Activities:
|
||||||||
Investment of cash in Trust Account
|
|
(
|
)
|
|||||
Net cash used in investing activities
|
|
(
|
)
|
|||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from sale of Units, net of underwriting discounts paid
|
|
|
||||||
Proceeds from sale of Private Placements Warrants
|
|
|
||||||
Advance from related parties
|
||||||||
Proceeds from promissory note - related party
|
|
|
||||||
Repayment of promissory note – related party
|
|
(
|
)
|
|||||
Payment of offering costs
|
(
|
)
|
(
|
)
|
||||
Net cash (used in) provided by financing activities
|
(
|
)
|
|
|||||
Net Change in Cash
|
(
|
)
|
|
|||||
Cash – Beginning of period
|
|
|
||||||
Cash – End of period
|
$
|
|
$
|
|
||||
Non-Cash investing and financing activities:
|
||||||||
Offering costs included in accrued offering costs
|
$
|
|
$
|
|
||||
Change in value of Class A ordinary share subject to possible redemption
|
$
|
|
$
|
|
||||
Initial classification of Class A ordinary share subject to possible redemption
|
$ | $ | ||||||
Reduction of deferred underwriting fees
|
$ | $ | ||||||
Deferred underwriting fee payable
|
$
|
|
$
|
|
Gross proceeds
|
$
|
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
(
|
)
|
||
Class A ordinary shares issuance costs
|
(
|
)
|
||
Plus:
|
||||
Accretion of carrying value to redemption value
|
||||
Remeasurement of carrying value to redemption value
|
|
|||
Class A ordinary shares subject to possible
redemption, December 31, 2022
|
$
|
|
||
Plus: |
||||
Remeasurement of carrying value to redemption value
|
||||
Class A ordinary shares subject to possible redemption, March 31, 2023
|
$ |
Three Months Ended
March 31, 2023
|
Three Months Ended
March 31, 2022
|
|||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
Basic and diluted net income per ordinary share
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income, as adjusted
|
$
|
|
$
|
|
$ | $ |
|
|||||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average shares outstanding
|
|
|
|
|||||||||||||
Basic and diluted net income per ordinary share
|
$ | $ | $ | $ |
|
• |
Level 1, defined as observable inputs such as quoted prices
(unadjusted) for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than quoted prices in active markets
that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little or no market
data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some
circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy
based on the lowest level input that is significant to the fair value measurement.
|
• |
in whole and not in part;
|
• |
at a price of $
|
• |
upon a minimum of
|
• |
if, and only if, if, and only if, the closing price
of the Class A ordinary shares equals or exceeds $
|
Description
|
Level
|
March 31, 2023
|
December 31, 2022 | |||||||||
Assets:
|
||||||||||||
Money Market
|
1
|
$
|
|
$ | ||||||||
Cash and marketable securities held in Trust Account | 1 |
$ | $ | |||||||||
Liabilities:
|
||||||||||||
Warrant liability – Public Warrants
|
1
|
|
||||||||||
Warrant liability – Private Placement Warrants
|
3
|
|
March 31, 2023 |
December 31, 2022
|
|||||||
Stock price
|
$
|
|
$
|
|
||||
Exercise price
|
$
|
|
$
|
|
||||
Expected term (in years)
|
|
|
||||||
Volatility
|
|
%
|
|
%
|
||||
Risk-free rate
|
|
%
|
|
%
|
||||
Dividend yield
|
|
%
|
|
%
|
|
Private
Placement |
Public
|
Warrant Liabilities
|
|||||||||
Initial measurement on January 25, 2022
|
$
|
|
$
|
|
$
|
|
||||||
Change in fair value
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Transfer to Level 1
|
|
(
|
)
|
(
|
)
|
|||||||
Fair value as of December 31, 2022
|
$
|
|
$
|
|
$
|
|
||||||
Change in fair value
|
|
|
|
|||||||||
Fair value as of March 31,
2023
|
$
|
|
$
|
|
$
|
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings
|
Item 1A. |
Risk Factors
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 3. |
Defaults Upon Senior Securities
|
Item 4. |
Mine Safety Disclosures
|
Item 5. |
Other Information
|
Item 6. |
Exhibits
|
No.
|
Description of Exhibit
|
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
|
|
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
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
|
|
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*
|
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
|
* |
Filed herewith.
|
HCM ACQUISITION CORP
|
||
Date: May 15, 2023
|
By:
|
/s/ Shawn Matthews
|
Name:
|
Shawn Matthews
|
|
Title:
|
Chairman and Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
||
Date: May 15, 2023
|
By:
|
/s/ James Bond
|
Name:
|
James Bond
|
|
Title:
|
President and Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|