References to "we," "us," "our" or the "Company" are to Black Mountain Acquisition Corp., except where the context requires otherwise. The following discussion should be read in conjunction with our unaudited condensed financial statements and related notes thereto included elsewhere in this report.


              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some statements contained in this Quarterly Report on Form
10-Q
are forward-looking statements in nature. Our forward-looking statements
include, but are not limited to, statements regarding our or our management
team's expectations, hopes, beliefs, intentions or strategies regarding the
future. In addition, any statements that refer to projections, forecasts or
other characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intend," "may," "might,"
"plan," "possible," "potential," "predict," "project," "should," "would" and
similar expressions may identify forward-looking statements, but the absence of
these words does not mean that a statement is not forward-looking. The
forward-looking statements contained in this Quarterly Report on Form
10-Q
are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future
developments affecting us will be those that we have anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of
which are beyond our control) or other assumptions that may cause actual results
or performance to be materially different from those expressed or implied by
these forward-looking statements. These risks and uncertainties include, but are
not limited to, the following risks, uncertainties and other factors:

     •    our ability to complete our Initial Business Combination, particularly in
          light of disruption that may result from limitations imposed by the
          COVID-19
          outbreak;



     •    our success in retaining or recruiting, or changes required in, our
          officers, key employees or directors following our Initial Business
          Combination;



     •    our officers and directors allocating their time to other businesses and
          potentially having conflicts of interest with our business or in
          approving our Initial Business Combination, as a result of which they
          would then receive expense reimbursements;



     •    our potential ability to obtain additional financing to complete our
          Initial Business combination;



  •   our pool of prospective target businesses;



     •    the ability of our officers and directors to generate a number of
          potential acquisition opportunities;



  •   our public securities' potential liquidity and trading;



  •   the lack of market for our securities;



     •    the use of proceeds not held in the trust account or available to us from
          interest income on the Trust Account balance;



  •   the Trust Account not being subject to claims of third parties;



  •   our financial performance following the Initial Public Offering; or



     •    the other risks and uncertainties discussed in "Risk Factors" and
          elsewhere in this Quarterly Report on Form
          10-Q.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause



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actual results or performance to be materially different from those expressed or
implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, those factors described in the section entitled
"Risk Factors" in our prospectus filed with the SEC on October 15, 2021. Should
one or more of these risks or uncertainties materialize, or should any of our
assumptions prove incorrect, actual results may vary in material respects from
those projected in these forward-looking statements. We undertake no obligation
to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required under
applicable securities laws.
Overview
We are a blank check company incorporated as a Delaware corporation and formed
for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with
one or more businesses.
Our entire activity for the period from February 10, 2021 (inception) through
September 30, 2021 relates to our formation and the initial public offering (the
"
Initial Public Offering
"), described below, and since the closing of the Initial Public Offering, the
search for a prospective acquisition target for our Initial Business
Combination. We have selected December 31 as our fiscal year end.
Our Sponsor is Black Mountain Sponsor, LLC, a Delaware limited liability
company (the "
Sponsor
"). The registration statement for the Initial Public Offering was declared
effective on October 13, 2021. On October 18, 2021, we consummated the Initial
Public Offering of 24,000,000 units (the "
Units
"). Each Unit consists of one share of Class A common stock of the Company, par
value $0.0001 per share (the "
Class
 A Common Stock
"), and three quarters of one warrant of the Company (the "
Public Warrants
"), with each whole Public Warrant entitling the holder thereof to purchase one
share of Class A Common Stock for $11.50 per share. The Units were sold at a
price of $10.00 per Unit, generating gross proceeds to the Company of
$240,000,000.
In connection with the Initial Public Offering, the underwriters were granted an
option to purchase up to an additional 3,600,000 Units to cover over-allotments,
if any. On October 21, 2021, the underwriters fully exercised its over-allotment
option and, on October 22, 2021, the underwriters purchased 3,600,000 Units (the
"
Over-allotment Units
") at a price of $10.00 per unit, generating net proceeds to the Company of
$36,000,000.
On October 18, 2021, simultaneously with the closing of the Initial Public
Offering and pursuant to the Private Placement Warrants Purchase Agreement,
dated October 13, 2021, by and between the Company and the Sponsor (the "
Private Warrant Purchase Agreement
"), we completed the private sale (the "
Private Placement
") of 11,600,000 warrants (the "
Private Placement Warrants
") at a purchase price of $1.00 per Private Placement Warrant to the Sponsor,
generating gross proceeds of $11,600,000. On October 22, 2021, simultaneously
with the sale of the Over-allotment Units, we completed a private placement with
the Sponsor for an additional 1,440,000 warrants at a price of $1.00 per warrant
(the "
Additional Private Placement Warrants
" and, together with the Public Warrants and the Private Placement Warrants, the
"
Warrants
"), generating gross proceeds to the Company of $1,440,000.
A total of $281,520,000, comprised of $270,480,000 of the net proceeds from the
Initial Public Offering (including the Over-allotment Units) and $11,040,000 of
the proceeds of the sale of the Private Placement Warrants (including the
Additional Private Placement Warrants) has been deposited in a U.S.-based trust
account ("
Trust Account
") maintained by Continental Stock Transfer & Trust Company, acting as trustee.
As indicated in the accompanying condensed financial statements, at
September 30, 2021, we had $10,033 in cash. We expect to incur significant costs
in the pursuit of our Initial Business Combination plans. We cannot assure you
that we will identify any suitable target candidates or, if identified, that we
will be able to complete the acquisition of such candidates on favorable terms
or at all.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities since inception have been organizational activities and
those necessary to effectuate the Initial Public Offering. We will not generate
any operating revenues until after completion of our Initial Business
Combination. We will generate
non-operating
revenue in the form of interest income on cash and cash equivalents. There has
been no significant change in our financial or trading position and no material
adverse change has occurred since the date of our audited financial statements
included in our prospectus filed with the SEC on October 15, 2021. We expect to
incur increased expenses as a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as expenses as
we conduct due diligence on prospective Initial Business Combination candidates.

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For the period from February 10, 2021 (inception) through September 30, 2021, we
had a net loss of $1,142, which consisted of $1,142 in formation costs.
For the quarter ended September 30, 2021, we had a net loss of $298, which
consisted of $298 in formation costs.
Liquidity and Capital Resources
As of September 30, 2021, we had $10,033 in cash and a working capital deficit
of $509,967.
Our liquidity needs up to September 30, 2021 had been satisfied through a
payment of $25,000 in offering costs by the Sponsor in exchange for the Founder
Shares, and borrowings under the promissory note of $195,000. The promissory
note was fully repaid on October 20, 2021 from the proceeds of the IPO.
Subsequent to the period covered by this quarterly report on Form 10-Q (the
"Quarterly Report"), we consummated our IPO and Private Placement. Of the net
proceeds from the IPO and associated Private Placements, $281,520,000 of cash
was placed in the Trust Account and $1,960,476 of cash was held outside of the
Trust Account and is available for working capital purposes.
In order to finance transaction costs in connection with a Business Combination,
our Sponsor or an affiliate of the Sponsor or certain of our officers and
directors may, but are not obligated to, provide Working Capital Loans. As of
September 30, 2021, there were no amounts outstanding under any Working Capital
Loans.
Based on the foregoing, management believes that we will have sufficient working
capital and borrowing capacity to meet our needs through the earlier of the
consummation of a Business Combination or one year from this filing. Over this
time period, we will be using these funds for paying existing accounts payable,
identifying and evaluating prospective initial Business Combination candidates,
performing due diligence on prospective target businesses, paying for travel
expenditures, selecting the target business to merge with or acquire, and
structuring, negotiating and consummating the Business Combination.

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Related Party Transactions
Founder Shares
On February 10, 2021, our Sponsor acquired 5,750,000 founder shares in exchange
for a capital contribution of $25,000. Prior to the initial investment in the
Company of $25,000 by our Sponsor, the Company had no assets, tangible or
intangible. The per share purchase price of the Founder Shares was determined by
dividing the amount of cash contributed to the Company by the aggregate number
of Founder Shares issued. In October, we effected a dividend of 1,150,000 of our
Founder Shares, which resulted in our Sponsor owning 6,900,000 Founder Shares.
In connection with our Initial Public Offering, our Sponsor forfeited a total of
90,000 Founder Shares, and 30,000 Founder Shares were then issued to each of the
independent directors, Mel G. Riggs, Charles W. Yates and Stephen Straty, at
their original purchase price.
The holders of the Founder Shares agreed, subject to limited exceptions, not to
transfer, assign or sell any of their Founder Shares until the earlier to occur
of: (i) 180 days after the completion of the Initial Business Combination or
(ii) subsequent to the Initial Business Combination, the date on which the
Company completes a liquidation, merger, capital stock exchange, reorganization
or other similar transaction that results in all of the Company's stockholders
having the right to exchange their shares of common stock for cash, securities
or other property.
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and warrants that
may be issued upon conversion of working capital loans (and any shares of
Class A common stock issuable upon the exercise of the private placement
warrants or warrants that may be issued upon conversion of working capital loans
and upon conversion of the Founder Shares) will be entitled to registration
rights pursuant to a registration rights agreement, requiring us to register
such securities for resale (in the case of the Founder Shares, only after
conversion to our Class A common stock). The holders of at least $25 million in
value of these securities are entitled to demand that we file a registration
statement covering such securities and to require us to effect up to an
aggregate of three underwritten offerings of such securities. In addition, the
holders have certain "piggy-back" registration rights with respect to
registration statements filed subsequent to our completion of our Initial
Business Combination.
Related Party Working Capital Loan
In addition, in order to finance transaction costs in connection with an Initial
Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of
the Company's officers and directors may, but are not obligated to, loan the
Company funds on
a non-interest bearing
basis as may be required ("
Working Capital Loans
"). If the Company completes an Initial Business Combination, the Company will
repay the Working Capital Loans out of the proceeds of the Trust Account
released to the Company. Otherwise, the Working Capital Loans would be repaid
only out of funds held outside the Trust Account. In the event that the Initial
Business Combination does not close, the Company may use a portion of proceeds
held outside the Trust Account to repay the Working Capital Loans but no
proceeds held in the Trust Account would be used to repay the Working Capital
Loans. Except for the foregoing, the terms of such Working Capital Loans, if
any, have not been determined and no written agreements exist with respect to
such loans. The Working Capital Loans would either be repaid upon consummation
of the Initial Business Combination or, at the lender's discretion, up to
$1.5 million of such Working Capital Loans may be convertible into warrants of
the post-Initial Business Combination entity at a price of $1.00 per warrant.
Such warrants would be identical to the Private Placement Warrants. To date, the
Company had no borrowings under the Working Capital Loans.
Related Party Promissory Note
On February 10, 2021, the Sponsor agreed to loan the Company an aggregate of up
to $250,000 to cover expenses related to the Proposed Public Offering pursuant
to an unsecured promissory note (the "Note"). This Note
is non-interest bearing and
payable upon the earlier of (i) the date that is 180 days following the date of
the Note and (ii) the closing date of the IPO. As of September 30, 2021, there
was $195,000 outstanding under the Note. The Note was fully repaid on October
20, 2021 from the proceeds of the IPO.

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Administrative Support Agreement
Beginning on October 14, 2021, the Company has agreed to pay an affiliate of the
Sponsor a total of $10,000 per month for office space, utilities and secretarial
and administrative support.
Critical Accounting Policies and Estimates
The preparation of unaudited condensed consolidated financial statements and
related disclosures in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements, and expenses during the period reported. Actual results could
materially differ from those estimates. We have identified the following
critical accounting estimates effecting our financial statements:
Class A Common Stock Subject to Possible Redemption
As a result of the right of stockholders to redeem their Public Shares in
connection with a tender offer for shares or an Initial Business Combination,
all such Public Shares are recorded at redemption amount and classified as
temporary equity upon the completion of the IPO, in accordance with FASB ASC
480, "Distinguishing Liabilities from Equity."
Net Income (Loss) per Share
Net income (loss) per share is computed by dividing net loss by the weighted
average number of shares of common stock outstanding during the period. We apply
the
two-class
method in calculating earnings per share. Adjustment associated with the
redeemable shares of Class A common stock is excluded from earnings per share as
the redemption value approximates fair value.
Off-Balance
Sheet Arrangements
As of September 30, 2021, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K.
Contractual Obligations
As of September 30, 2021, we did not have any long-term debt, capital lease
obligations, operating lease obligations or long-term liabilities. Beginning on
October 14, 2021, the Company has agreed to pay an affiliate of the Sponsor a
total of $10,000 per month for office space, utilities and secretarial and
administrative support. Upon completion of the Initial Business Combination or
the Company's liquidation, the Company will cease paying these monthly fees. As
of September 30, 2021, we did not have any accrued administrative support.
The underwriters of the Initial Public Offering were entitled to underwriting
discounts and commissions of 5.5%, of which 2% ($5,520,000) was paid at the
closing of the Initial Public Offering and 3.5% ($9,660,000) was deferred. The
deferred underwriting discounts and commissions will become payable to the
underwriters upon the consummation of the Initial Business Combination and will
be paid from the amounts held in the Trust Account. The underwriters are not
entitled to any interest accrued on the deferred underwriting discounts and
commissions.
JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") contains
provisions that, among other things, relax certain reporting requirements for
qualifying public companies. We qualify as an "emerging growth

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company" and under the JOBS Act will be allowed to comply with new or revised
accounting pronouncements based on the effective date for private (not publicly
traded) companies. We are electing to delay the adoption of new or revised
accounting standards, and as a result, we may not comply with new or revised
accounting standards on the relevant dates on which adoption of such standards
is required for
non-emerging
growth companies. As a result, our unaudited condensed financial statements may
not be comparable to companies that comply with new or revised accounting
pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company," we choose to rely on such exemptions we may not be required to, among
other things, (a) provide an auditor's attestation report on our system of
internal controls over financial reporting pursuant to Section 404 of the JOBS
Act, (b) provide all of the compensation disclosure that may be required of
non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer
Protection Act, (c) comply with any requirement that may be adopted by the
Public Company Accounting and Oversight Board regarding mandatory audit firm
rotation or a supplement to the auditor's report providing additional
information about the audit and the unaudited condensed financial statements
(auditor discussion and analysis) and (d) disclose certain executive
compensation related items such as the correlation between executive
compensation and performance and comparisons of our Chief Executive Officer's
compensation to median employee compensation. These exemptions will apply for a
period of five years following the closing of the Initial Public Offering or
until we are no longer an "emerging growth company," whichever is earlier.

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