QUADRO ACQUISITION ONE CORP. References to the "Company," "
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this
Quarterly Report on Form 10-Q for the quarter ended
Overview
We are a blank check company incorporated as a
Our Prior Sponsor was
Simultaneously with the closing of the Initial Public Offering, we consummated
the Private Placement of 4,400,000 Private Placement Warrants at a price of
Upon the closing of the Initial Public Offering and the Private Placement,
On
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Following the Sponsor Transaction, we plan to continue to focus on companies in
the internet and other technology enabled sectors operating internationally,
including the wider area of
Our management has broad discretion with respect to the specific application of the net proceeds of our Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Our initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable, if any, on the income accrued on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, we will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
If we are unable to complete a Business Combination in the Combination Period,
we will (i) cease all operations except for the purpose of winding up; (ii) as
promptly as reasonably possible but not more than ten business days thereafter,
redeem the Public Shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest earned
on the funds held in the Trust Account and not previously released to us to pay
our taxes that were paid by us or are payable by us, if any (less up to
Liquidity and Capital Resources
As of
Our liquidity needs to date have been satisfied through a contribution of
On
Going Concern
We may need to raise additional capital through loans or additional investments
from our Sponsor, our officers or directors or their affiliates. Our Sponsor,
officers, directors and or their affiliates, may, but are not obligated to, loan
our Company funds, from time to time or at any time, in whatever amount they
deem reasonable in their sole discretion, to meet our working capital needs.
Accordingly, we may not be able to obtain additional financing. If we are unable
to raise additional capital, we may be required to take additional measures to
conserve liquidity, which could include, but not necessarily be limited to,
curtailing operations, suspending the pursuit of a potential transaction,
reducing overhead expenses, and extending the terms and due dates of certain
accrued expenses and other liabilities. We cannot provide any assurance that new
financing will be available to it on commercially acceptable terms, if at all.
In connection with our assessment of going concern considerations in accordance
with ASC 205-40, we have determined that the liquidity condition, mandatory
liquidation and subsequent dissolution raises substantial doubt about our
ability to continue as a going concern. Management plans to complete a Business
Combination prior to the mandatory liquidation date. No adjustments have been
made to the carrying amounts of assets or liabilities should we be required to
liquidate after
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Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities, except that, commencing on
On
Results of Operations
Our entire activity since inception up to
For the three months ended
For the three months ended
For the six months ended
For the six months ended
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Commitments and Contingencies
Registration Rights
The holders of the Founder Shares and Private Placement Warrants (and any Class
A Ordinary Shares issuable upon the exercise of the Private Placement Warrants
and warrants that may be issued upon conversion of Working Capital Loans) are
entitled to registration rights pursuant to the Registration Rights Agreement.
The holders of these securities are entitled to make up to three demands,
excluding short form demands, that we register such securities. In addition, the
holders have certain "piggy-back" registration rights with respect to
registration statements filed subsequent to the completion of the initial
Business Combination. We will bear the expenses incurred in connection with the
filing of any such registration statements. On
Pursuant to the Forward Purchase Agreement, we agreed to use our commercially
reasonable efforts (i) to file within 30 days after the closing of the initial
Business Combination a registration statement with the
Forward Purchase Agreement
In connection with the consummation of the Initial Public Offering, we entered
into the Forward Purchase Agreement with the Prior Sponsor, which provides for
the purchase of
Underwriting Agreement
We granted the underwriters a 45-day option from
The underwriters were entitled to an underwriting discount of
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Critical Accounting Policies
The preparation of financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Certain of our accounting policies are considered critical, as these policies are the most important to the depiction of our financial statements and require significant, difficult or complex judgments, often employing the use of estimates about the effects of matters that are inherently uncertain. Our critical accounting policies and estimates are presented below:
Derivative Assets and Liabilities
We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Subtopic 815-15, "Derivatives and Hedging - Embedded Derivatives". The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
We account for our warrants issued in connection with our Initial Public
Offering and the Private Placement and Forward Purchase Units as derivative
assets/liabilities in accordance with FASB ASC Subtopic 815-40 "Derivatives and
Hedging - Contracts in Equity's Own Equity". Accordingly, we recognize the
warrant and Forward Purchase Units as assets/liabilities at fair value and
adjust the instruments to fair value at each reporting period. The liabilities
are subject to re-measurement at each balance sheet date until exercised, and
any change in fair value is recognized in our condensed statements of
operations. The fair value of warrants issued in connection with the Initial
Public Offering was initially measured using Monte-Carlo simulation and
subsequently been measured on the market price of such warrants when separately
listed and traded at each measurement date. The fair value of warrants issued in
connection with the Private Placement was initially measured using Black-Scholes
Option Pricing Model and subsequently using the market value of the Public
Warrants. The fair value of the Forward Purchase Units has been measured using
Class A Ordinary Shares Subject to Possible Redemption
We account for the Class A Ordinary Shares subject to possible redemption in
accordance with the guidance in ASC 480. Class A Ordinary Shares subject to
mandatory redemption (if any) are classified as liability instruments and are
measured at fair value. Conditionally redeemable Class A Ordinary Shares
(including Class A Ordinary Shares that feature redemption rights that are
either within the control of the holder or subject to redemption upon the
occurrence of uncertain events not solely within our control) are classified as
temporary equity. At all other times, Class A Ordinary Shares are classified as
shareholders' equity (deficit). Our Class A Ordinary Shares feature certain
redemption rights that are considered to be outside of our control and subject
to the occurrence of uncertain future events. Accordingly, as of
We recognize changes in redemption value immediately as they occur and adjust the carrying value of the Class A Ordinary Shares subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Net Income (Loss) per Ordinary Share
We comply with accounting and disclosure requirements of ASC 260. We have two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per Ordinary Share is calculated by dividing the net income (loss) by the weighted average number of Ordinary Shares outstanding for the respective period.
The calculation of diluted net income (loss) per Ordinary Share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Private Placement to purchase an aggregate of 12,066,667 Class A Ordinary Shares because their exercise is contingent upon future events. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value.
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Share-Based Compensation
We comply with the accounting and disclosure requirement of ASC 718. We record
share- based compensation to employees and non-employees over the requisite
service period based on the estimated grant-date fair value of the awards.
Share-based awards with graded-vesting schedules are recognized on a
straight-line basis over the requisite service period for each separately
vesting portion of the award. We recognize the expense for share-based
compensation awards subject to performance-based milestone vesting over the
remaining service period when management determines that achievement of the
milestone is probable. Management evaluates when the achievement of a
performance-based milestone is probable based on the expected satisfaction of
the performance conditions at each reporting date. Share-based compensation is
recognized in general and administrative expense in the unaudited condensed
statements of operations under "Item 1. Financial Statements". We issued option
awards that contain both a performance condition and service condition. The
option awards vest upon the consummation of the initial Business Combination and
will expire in five years after the date on which they first become exercisable.
We have determined that the consummation of an initial Business Combination is a
performance condition subject to significant uncertainty. As such, the
achievement of the performance is not deemed to be probable of achievement until
the consummation of the event, and therefore no compensation has been recognized
for the period from inception to
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the unaudited condensed financial statements under "Item 1. Financial Statements".
Status as an
The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an "emerging growth company" and under the JOBS Act are 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, the unaudited condensed financial statements under "Item 1. 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, (i) provide an auditor's attestation report on our system of
internal controls over financial reporting pursuant to Section 404, (ii) 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, (iii) comply with any requirement that may be adopted by the
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Off-Balance Sheet Arrangements
As of
Factors That May Adversely Affect our Results of Operations
Our results of operations and our ability to complete an initial Business
Combination may be adversely affected by various factors that could cause
economic uncertainty and volatility in the financial markets, many of which are
beyond our control. Our business could be impacted by, among other things,
downturns in the financial markets or in economic conditions, increases in oil
prices, inflation, increases in interest rates, supply chain disruptions,
declines in consumer confidence and spending, the ongoing effects of the
COVID-19 pandemic, including resurgences and the emergence of new variants, and
geopolitical instability, such as the military conflict in the
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