UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended ~~June~~September 30, 2022

☐ 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: 001-40500

ZIMMER ENERGY TRANSITION ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

86-2286053

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

9 West 57th Street, 33rd Floor

New York, New York 10019
(Address of principal executive offices)

10019

(Zip Code)

(212) 371-8688

(Registrant’s telephone number, including area code)

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-third of one Warrant to purchase one share of Class A common stock	ZTAQU	The Nasdaq Stock Market LLC

Class A common stock, par value $0.0001 per share	ZT	The Nasdaq Stock Market LLC

Warrants, exercisable for one share of Class A common stock for $11.50 per share	ZTAQW	The Nasdaq Stock Market LLC

Check whether the registrant (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 ~~August 11,~~November 14, 2022, there were 34,500,000 shares of Class A common stock, $0.0001 par value, and 8,625,000 shares of Class B common stock, $0.0001 par value, issued and outstanding.

Table of Contents

ZIMMER ENERGY TRANSITION ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED ~~JUNE~~SEPTEMBER 30, 2022

TABLE OF CONTENTS

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

ZIMMER ENERGY TRANSITION ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	June 30,		December 31,		September 30,		December 31,
	2022		2021		2022		2021
	(Unaudited)				(Unaudited)
Assets
Current assets:
Cash	$	1,045,908	$	1,634,576	$	993,074	$	1,634,576
Prepaid expenses		496,134		510,002		386,406		510,002
Total current assets		1,542,042		2,144,578		1,379,480		2,144,578
Marketable securities held in Trust Account		345,180,030		345,015,191		345,989,603		345,015,191
Forward purchase unit derivative assets		546,000		—
Prepaid expenses – non-current portion		—		219,458		—		219,458
Total Assets	$	347,268,072	$	347,379,227	$	347,369,083	$	347,379,227

Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	53,484	$	302,760	$	83,048	$	302,760
Income tax payable		7,952		—		286,922		—
Due to related party		125,705		65,705		30,000		65,705
Total current liabilities		187,141		368,465		399,970		368,465
Warrant liabilities		7,434,275		29,560,374		6,176,000		29,560,374
Forward purchase unit derivative liabilities		—		3,297,294		2,672,000		3,297,294
Deferred underwriting discounts and commissions		10,850,000		10,850,000		10,850,000		10,850,000
Total liabilities		18,471,416		44,076,133		20,097,970		44,076,133

Commitments and Contingencies (See Note 7)
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 34,500,000 shares subject to possible redemption at redemption value of $10.00 per share at June 30, 2022 and December 31, 2021		345,180,030		345,015,191
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 34,500,000 shares subject to possible redemption at redemption value of $10.00 per share at September 30, 2022 and December 31, 2021						345,989,603		345,015,191

Stockholders’ deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding at June 30, 2022 and December 31, 2021		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding at June 30, 2022 and December 31, 2021		863		863
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2022 and December 31, 2021						—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding at September 30, 2022 and December 31, 2021						863		863
Additional paid-in capital		—		—		—		—
Accumulated deficit		(16,384,237)		(41,712,960)		(18,719,353)		(41,712,960)
Total stockholders’ deficit		(16,383,374)		(41,712,097)		(18,718,490)		(41,712,097)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	347,268,072	$	347,379,227	$	347,369,083	$	347,379,227

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

ZIMMER ENERGY TRANSITION ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


							For the period from								For the period from
	For the Three Months				For the Six		February 25, 2021		For the Three Months				For the Nine		February 25, 2021
	Ended June 30,				Months Ended		(inception) through		Ended September 30,				Months Ended		(inception) through
	2022		2021		June 30, 2022		June 30, 2021		2022		2021		September 30, 2022		September 30, 2021
Formation and operating costs	$	11,029	$	159,268	$	632,716	$	170,523	$	368,252	$	398,188	$	1,000,968	$	568,711
Loss from operations		(11,029)		(159,268)		(632,716)		(170,523)		(368,252)		(398,188)		(1,000,968)		(568,711)

Other income (expense)
Unrealized gain (loss) on fair value of warrants		2,403,858		(1,316,994)		22,126,099		(1,316,994)
Unrealized gain on fair value of warrants										1,258,275		9,046,467		23,384,374		7,729,473
Unrealized gain (loss) on fair value of forward purchase units		(554,000)		(2,951,652)		3,843,294		(2,951,652)		(3,218,000)		2,561,221		625,294		(390,431)
Gain on marketable securities (net), dividends and interest on marketable securities held in Trust Account		156,331		—		164,839		—		1,081,404		6,617		1,246,243		6,617
Offering costs allocated to warrants		—		(794,474)		—		(794,474)		—		—		—		(794,474)
Financing expense		—		(3,196,156)		—		(3,196,156)		—		—		—		(3,196,156)
Total other income (expense), net		2,006,189		(8,259,276)		26,134,232		(8,259,276)		(878,321)		11,614,305		25,255,911		3,355,029

Net income (loss) before tax		1,995,160		(8,418,544)		25,501,516		(8,429,799)
Income tax provision		(7,952)		—		(7,952)		—
Income (loss) before income taxes										(1,246,573)		11,216,117		24,254,943		2,786,318
Income tax expense										(278,970)		—		(286,922)		—
Net income (loss)	$	1,987,208	$	(8,418,544)	$	25,493,564	$	(8,429,799)	$	(1,525,543)	$	11,216,117	$	23,968,021	$	2,786,318

Weighted average shares outstanding, Class A common stock subject to possible redemption		34,500,000		4,928,571		34,500,000		3,559,524		34,500,000		34,500,000		34,500,000		16,616,972
Basic and diluted net income (loss) per share, Class A common stock subject to redemption	$	0.05	$	(0.07)	$	0.59	$	(0.10)	$	(0.03)	$	0.26	$	0.56	$	0.52

Weighted average shares outstanding, Class B common stock		8,625,000		8,625,000		8,625,000		7,598,214		8,625,000		8,625,000		8,625,000		8,031,537
Basic and diluted net income (loss) per share, Class B common stock	$	0.04	$	(0.93)	$	0.59	$	(1.06)	$	(0.05)	$	0.26	$	0.53	$	(0.73)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

ZIMMER ENERGY TRANSITION ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN COMMON STOCK
SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ ~~EQUITY (DEFICIT)~~DEFICIT
FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2022 AND FOR THE PERIOD FROM FEBRUARY 25, 2021
(INCEPTION) THROUGH ~~JUNE~~SEPTEMBER 30, 2021

Common Stock Subject to

Possible Redemption

Common Stock

Additional

Total

Class A

Class B

Paid-In

Accumulated

Stockholders’


Shares

Amount


Shares

Amount

Capital

Deficit

Deficit
Balance as of December 31, 2021

34,500,000

$
345,015,191

8,625,000

$
863

$
—

$
(41,712,960)

$
(41,712,097)
Accretion of Class A Stock to redemption value

—

8,508

—

—

—

(8,508)

(8,508)
Net income

—

—

—

—

—

23,506,354

23,506,354
Balance as of March 31, 2022

34,500,000

345,023,699

8,625,000

863

—

(18,215,114)

(18,214,251)
Accretion of Class A Stock to redemption value

—

156,331

—

—

—

(156,331)

(156,331)
Net income

—

—

—

—

—

1,987,208

1,987,208
Balance as of June 30, 2022

34,500,000

$
345,180,030

8,625,000

$
863

$
—

$
(16,384,237)

$
(16,383,374)

Common Stock Subject to

Possible Redemption

Common Stock

Additional

Total

Class A

Class B

Paid-In

Accumulated

Stockholders’


Shares

Amount


Shares

Amount

Capital

Deficit

Equity (Deficit)
Balance as of February 25, 2021 (inception)

0

$
0

0

$
0

$
0

$
0

$
0
Issuance of founder shares

—

—

8,625,000

863

24,137

—

25,000
Net loss

—

—

—

—

—

(11,255)

(11,255)
Balance as of March 31, 2021

—

—

8,625,000

863

24,137

(11,255)

13,745
Sale of public shares, net of issuance cost

34,500,000

313,105,941

—

—

—

—

—
Accretion of Class A Stock to redemption value

—

31,894,059

—

—

(24,137)

(31,869,922)

(31,894,059)
Net loss

—

—

—

—

—

(8,418,544)

(8,418,544)
Balance as of June 30, 2021

34,500,000

$
345,000,000

8,625,000

$
863

$
—

$
(40,299,721)

$
(40,298,858)


	Common Stock Subject to
	Possible Redemption			Common Stock			Additional				Total
	Class A			Class B			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance as of December 31, 2021	34,500,000	$	345,015,191	8,625,000	$	863	$	—	$	(41,712,960)	$	(41,712,097)
Accretion of Class A common stock to redemption value	—		8,508	—		—		—		(8,508)		(8,508)
Net income	—		—	—		—		—		23,506,354		23,506,354
Balance as of March 31, 2022	34,500,000		345,023,699	8,625,000		863		—		(18,215,114)		(18,214,251)
Accretion of Class A common stock to redemption value	—		156,331	—		—		—		(156,331)		(156,331)
Net income	—		—	—		—		—		1,987,208		1,987,208
Balance as of June 30, 2022	34,500,000		345,180,030	8,625,000		863		—		(16,384,237)		(16,383,374)
Accretion of Class A common stock to redemption value	—		809,573	—		—		—		(809,573)		(809,573)
Net loss	—		—	—		—		—		(1,525,543)		(1,525,543)
Balance as of September 30, 2022	34,500,000	$	345,989,603	8,625,000	$	863	$	—	$	(18,719,353)	$	(18,718,490)


	Common Stock Subject to
	Possible Redemption			Common Stock			Additional				Total
	Class A			Class B			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance as of February 25, 2021 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of founder shares	—		—	8,625,000		863		24,137		—		25,000
Net loss	—		—	—		—		—		(11,255)		(11,255)
Balance as of March 31, 2021	—		—	8,625,000		863		24,137		(11,255)		13,745
Sale of public shares, net of issuance cost	34,500,000		313,105,941	—		—		—		—		—
Accretion of Class A common stock to redemption value	—		31,894,059	—		—		(24,137)		(31,869,922)		(31,894,059)
Net loss	—		—	—		—		—		(8,418,544)		(8,418,544)
Balance as of June 30, 2021	34,500,000	$	345,000,000	8,625,000	$	863	$	—	$	(40,299,721)	$	(40,298,858)
Accretion of Class A common stock to redemption value	—		6,617	—		—		—		(6,617)		(6,617)
Net income	—		—	—		—		—		11,216,117		11,216,117
Balance as of September 30, 2021	34,500,000	$	345,006,617	8,625,000	$	863	$	—	$	(29,090,221)	$	(29,089,358)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

ZIMMER ENERGY TRANSITION ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

For the period

from February 25,

For the Six

2021 (inception)

Months Ended

through June 30,

June 30, 2022

2021
Cash Flows from Operating Activities:





Net Income (loss)

$
25,493,564

$
(8,429,799)
Adjustments to reconcile net income (loss) to net cash used in operating activities:

Gain on marketable securities (net), dividends and interest on marketable securities held in Trust Account

(164,839)

—
Change in unrealized gain (loss) on fair value of warrants

(22,126,099)

1,316,994
Change in unrealized gain (loss) on fair value of forward purchase units

(3,843,294)

2,951,652
Excess fair value of private placement warrants and forward purchase unit liabilities over purchase price

—

3,196,156
Offering costs allocated to warrants

—

794,474
Changes in current assets and current liabilities:




Prepaid expenses

233,326

(976,900)
Accounts payable and accrued expenses

(249,278)

600,305
Income tax payable

7,952

—
Net cash used in operating activities

(648,668)

(547,118)

Cash Flows from Investing Activities:

Investment of cash into trust account

—

(345,000,000)
Net cash used in investing activities

—

(345,000,000)




Cash Flows from Financing Activities:




Proceeds from sale of common stock to initial stockholders

—

25,000
Proceeds from initial public offering, net of costs

—

337,591,280
Proceeds from private placement

—

10,550,000
Advances from related party

60,000

—
Payments of offering costs

—

(420,872)
Net cash provided by financing activities

60,000

347,745,408



Net Change in Cash

(588,668)

2,198,290
Cash - Beginning

1,634,576

0
Cash - Ending

$
1,045,908

$
2,198,290

Supplemental Disclosure of Non-cash Financing Activities:

Deferred underwriters’ fee payable charged to additional paid-in capital

$
—

$
10,850,000


			For the period
	For the Nine		from February 25,
	Months Ended		2021 (inception)
	September 30,		through September 30,
	2022		2021
Cash Flows from Operating Activities:
Net income	$	23,968,021	$	2,786,318
Adjustments to reconcile net income to net cash used in operating activities:
Gain on marketable securities (net), dividends and interest on marketable securities held in Trust Account		(1,246,243)		(6,617)
Change in fair value of warrants		(23,384,374)		(7,729,473)
Change in fair value of forward purchase units		(625,294)		390,431
Excess fair value of private placement warrants and forward purchase units over purchase price		—		3,196,156
Offering costs allocated to warrants		—		794,474
Changes in current assets and current liabilities:
Prepaid expenses		343,054		(864,208)
Due from related party		—		(21,674)
Due to related party		—		35,705
Accounts payable and accrued expenses		(219,714)		629,707
Income tax payable		286,922		—
Net cash used in operating activities		(877,628)		(789,181)

Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay taxes		271,831		—
Investment of cash into Trust Account		—		(345,000,000)
Net cash provided by (used in) investing activities		271,831		(345,000,000)

Cash Flows from Financing Activities:
Proceeds from sale of common stock to initial stockholders		—		25,000
Proceeds from initial public offering, net of costs		—		337,423,149
Proceeds from private placement		—		10,550,000
Proceeds from related party		—		170,000
Payments of advances from related party		(35,705)		(170,000)
Payments of offering costs		—		(420,871)
Net cash (used in) provided by financing activities		(35,705)		347,577,278

Net Change in Cash		(641,502)		1,788,097
Cash - Beginning		1,634,576		—
Cash - Ending	$	993,074	$	1,788,097

Supplemental Disclosure of Non-cash Financing Activities:
Accretion of Class A common stock to redemption value	$	974,412	$	—
Deferred underwriting discounts and commissions	$	—	$	10,850,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

ZIMMER ENERGY TRANSITION ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 - Organization and Business Operations

Organization and General

Zimmer Energy Transition Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on February 25, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with 1one or more businesses (the “Business Combination”). The Company may pursue an initial Business Combination target in any business or industry.

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~June~~September 30, 2022, the Company had not commenced any operations. All activity for the period from February 25, 2021 (inception) through ~~June~~September 30, 2022 relates to the Company’s formation and the initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO.

The Company’s sponsor is ZETA Sponsor LLC (the “Sponsor”), a Delaware limited liability company and an affiliate of a private investment fund managed by Zimmer Partners, LP.

The registration statement for the Company’s IPO was declared effective on June 15, 2021. On June 18, 2021, the Company consummated the IPO of 34,500,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units, the “public shares”), which includes the exercise in full of the underwriters’ option to purchase an additional 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $345,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of 10,550,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant.

Transaction costs of the IPO amounted to $18,426,851, consisting of $6,200,000 of underwriting discounts and commissions, $10,850,000 of deferred underwriting discounts and commissions, and $1,376,851 of other offering costs.

Following the closing of the IPO on June 18, 2021, $345,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest to occur of: (1) the completion of the Business Combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the Business Combination within 24 months from the closing of the IPO or (ii) with respect to any other provision relating to the rights of holders of the Class A common stock or pre-initial Business Combination activity or (3) the redemption of the public shares if the Company is unable to complete the Business Combination within 24 months from the closing of the IPO, subject to applicable law.

Table of Contents

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either: (1) in connection with a stockholder meeting called to approve the Business Combination; or (2) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirements. The public stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to pay the Company’s franchise and income taxes, divided by the number of then outstanding public shares, subject to limitations. The amount in the Trust Account is initially anticipated to be $10.00 per public share.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The Company will have only 24 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (1) cease all operations except for the purpose of winding up; (2) 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 the Company to pay its franchise and income taxes (less up to $105,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period.

On June 15, 2021, the Sponsor and the Company’s officers and directors entered into a letter agreement with the Company, pursuant to which they agreed to waive: (1) their redemption rights with respect to any Founder Shares (as defined below) and any public shares held by them in connection with the completion of the initial Business Combination and (2) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the Business Combination within the prescribed time frame).

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per public share and (2) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the assets in the Trust Account, in each case net of the interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.00 per public share. In such event, the Company may not be able to complete the initial Business Combination, and a public stockholder would receive such lesser amount per share in connection with any redemption of the public shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Table of Contents

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

In addition, Section 102(b)(1) of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the benefits of this extended transition period.

Liquidity and Capital Resources

As of ~~June~~September 30, 2022, the Company had ~~$1,045,908~~$993,074 in cash and working capital of ~~$1,394,858~~$1,316,432 (net of franchise and income taxes payable).

Subsequent to the consummation of the IPO, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the IPO and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined below). As of ~~June~~September 30, 2022, there were 0no amounts outstanding under any Working Capital Loans.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account 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.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and the Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and/or the war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented.

Table of Contents

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The interim results for the three and ~~six~~nine months ended ~~June~~September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. The Company did not have any cash equivalents as of ~~June~~September 30, 2022 and December 31, 2021.

Marketable Securities Held in Trust Account

The assets held in the Trust Account were invested in U.S. Treasury Securities and reported at fair value. The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest on marketable securities held in Trust Account in the accompanying unaudited condensed Statements of Operations. The estimated fair values of the investments held in the Trust Account are determined using available market information.

On September 1, 2022, the Company withdrew $271,831 from the Trust Account to pay its liability for Delaware franchise tax obligations. Franchise tax expense is included in the formation and operating costs in the Company’s Statements of Operations.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage. The Company has not experienced losses on these accounts.

Warrants

The Company accounts for the Public Warrants (as defined below) and Private Placement Warrants as liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period while the warrants are outstanding. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the stockholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as a derivative liability. Changes in fair value are recognized in the unaudited condensed Statements of Operations in unrealized gain (loss) on fair value of warrants and Forward Purchase Units (as defined below).

Table of Contents

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ deficit. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of ~~June~~September 30, 2022 and December 31, 2021, 34,500,000 shares of Class A common stock subject to possible redemption is presented, at redemption value, as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. For the period from February 25, 2021 (inception) through December 31, 2021, the Company recorded an accretion of $31,909,250, $24,137 of which was recorded in additional paid-in capital and $31,885,113 was recorded in accumulated deficit. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company recorded ~~$156,331~~$809,573 and ~~$164,839,~~$974,412, respectively, in accretion related to earnings accrued on marketable securities held in the Trust Account. Accretion attributable to the holders of the Company’s Class A common stock subject to possible redemption is reduced by the amounts that the Company withdrew to pay its liability for Delaware franchise tax obligations.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1, Other Assets and Deferred Costs - Overall - SEC Materials, and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged against the carrying value of Class A common stock or the unaudited condensed Statements of Operations based on the relative value of the Class A common stock and the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, other than warrant liabilities and Forward Purchase Units, which qualify as financial instruments under ASC 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Derivative Financial Instruments

The Company accounts for derivative financial instruments in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the unaudited condensed Statements of Operations. The classification of derivative financial instruments is evaluated at the end of each reporting period.

Income Taxes

ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of ~~June~~September 30, 2022 and December 31, 2021, the Company had deferred tax assets of ~~$440,689~~$286,922 and $293,254, respectively, which had a full valuation allowance recorded against it.

Table of Contents

ASC 740-270-25-2 requires that an annual effective tax rate be determined, and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. Our effective tax rate was ~~0.40%~~(22.38)% and 0.00% for the three months ended ~~June~~September 30, 2022 and 2021, respectively, and ~~0.03%~~1.18% and 0.00% for the ~~six~~nine months ended ~~June~~September 30, 2022 and for the period from February 25, 2021 (inception) through September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, due to changes in fair value in warrant liabilities, as well as changes in ~~forward purchase unit~~Forward Purchase Unit assets and liabilities.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were 0no unrecognized tax benefits and 0no amounts accrued for interest and penalties as of ~~June~~September 30, 2022 and December 31, 2021, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction.

The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Common Stock

The unaudited condensed Statements of Operations include a presentation of income (loss) per Class A common stock subject to possible redemption and income (loss) per founder non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the public Class A redeemable shares and founder non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A common stock subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 80% for the Class A public shares and 20% for the founder non-redeemable shares for the three and ~~six~~nine months ended ~~June~~September 30, 2022, for the three months ended ~~June~~September 30, 2021 and for the period from February 25, 2021 (inception) through ~~June~~September 30, 2021, reflective of the respective participation rights.

Table of Contents

The earnings per share presented in the unaudited ~~condensed~~ Statements of Operations is based on the following:


	For the three months ended				For the three months ended
	June 30,				September 30,
	2022		2021		2022		2021
Net income (loss)	$	1,987,208	$	(8,418,544)	$	(1,525,543)	$	11,216,117
Accretion of temporary equity to redemption value		(156,331)		(31,894,059)		(809,573)		(6,617)
Net income (loss) including accretion of temporary equity to redemption value	$	1,830,877	$	(40,312,603)	$	(2,335,116)	$	11,209,500


			For the period from				For the period from
	For the six		February 25, 2021		For the nine		February 25, 2021
	months ended		(inception) through		months ended		(inception) through
	June 30, 2022		June 30, 2021		September 30, 2022		September 30, 2021
Net income (loss)	$	25,493,564	$	(8,429,799)
Net income					$	23,968,021	$	2,786,318
Accretion of temporary equity to redemption value		(164,839)		(31,894,059)		(974,412)		(31,900,676)
Net income (loss) including accretion of temporary equity to redemption value	$	25,328,725	$	(40,323,858)	$	22,993,609	$	(29,114,358)


	For the three months ended June 30,								For the three months ended September 30,
	2022				2021				2022				2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss) including accretion of temporary equity	$	1,464,702	$	366,175	$	(32,250,082)	$	(8,062,521)	$	(1,868,093)	$	(467,023)	$	8,967,600	$	2,241,900
Allocation of accretion of temporary equity to redemption value		156,331		—		31,894,059		—		809,573		—		6,617		—
Allocation of net income (loss)	$	1,621,033	$	366,175	$	(356,023)		(8,062,521)	$	(1,058,520)	$	(467,023)	$	8,974,217		2,241,900

Denominator:
Weighted-average shares outstanding		34,500,000		8,625,000		4,928,571		8,625,000		34,500,000		8,625,000		34,500,000		8,625,000
Basic and diluted net income (loss) per share	$	0.05	$	0.04	$	(0.07)	$	(0.93)	$	(0.03)	$	(0.05)	$	0.26	$	0.26


					For the period from								For the period from
	For the six				February 25, 2021				For the nine				February 25, 2021
	months ended				(inception) through				months ended				(inception) through
	June 30, 2022				June 30, 2021				September 30, 2022				September 30, 2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss) including accretion of temporary equity	$	20,262,980	$	5,065,745	$	(32,259,086)	$	(8,064,772)	$	18,394,887	$	4,598,722	$	(23,291,486)	$	(5,822,872)
Allocation of accretion of temporary equity to redemption value		164,839		—		31,894,059		—		974,412		—		31,900,676		—
Allocation of net income (loss)	$	20,427,819	$	5,065,745	$	(365,027)		(8,064,772)	$	19,369,299	$	4,598,772	$	8,609,190		(5,822,872)

Denominator:
Weighted-average shares outstanding		34,500,000		8,625,000		3,559,524		7,598,214		34,500,000		8,625,000		16,616,972		8,031,537
Basic and diluted net income (loss) per share	$	0.59	$	0.59	$	(0.10)	$	(1.06)	$	0.56	$	0.53	$	0.52	$	(0.73)

As of ~~June~~September 30, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the Company’s earnings. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.

Table of Contents

Fair Value Measurement of Financial Instruments

Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows:

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

Recent Accounting Standards

In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments, and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis. The Company is currently assessing the impact, if any, it would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Note 3 - Initial Public Offering

On June 18, 2021, the Company consummated its IPO of 34,500,000 Units (including 4,500,000 Units pursuant to the underwriters’ full exercise of their over-allotment option) at a price of $10.00 per Unit, generating gross proceeds of $345,000,000. Each Unit consists of 1one share of Class A common stock, par value $0.0001 per share, and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase 1one share of Class A common stock at a price of $11.50 per share, subject to adjustment.

Note 4 - Private Placement

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 10,550,000 Private Placement Warrants at a price of $1.00 per warrant ($10,550,000 in the aggregate), each exercisable to purchase 1one share of Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account. The Company recorded the excess of the fair value of the Private Placement Warrants over the proceeds of $2,829,377 as a financing expense at the time of IPO.

Table of Contents

Note 5 - Derivative Financial Instruments

Warrants

Each whole warrant entitles the holder to purchase 1one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the IPO. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “newly issued price”) and (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price, the $18.00 per share redemption trigger price described below under “Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the newly issued price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $10.00 but is lower than $18.00” will be adjusted (to the nearest cent) to be equal to the newly issued price.

The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit.

The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days, after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants for cash:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

Table of Contents

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (such price, the “market value”).

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 but is lower than $18.00

Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

●

in whole and not in part;

●

at a price of $0.10 per warrant, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the shares of Class A common stock;

●

upon a minimum of 30 days’ prior written notice of redemption;

●

if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; and

●

if the last reported sale price of the Class A common stock on the trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The “fair market value” of the Class A common stock shall mean the average reported last sale price of the Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the ~~10-trading~~ten-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment).

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Table of Contents

If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A common stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders as provided for in the amended and restated certificate of incorporation or as a result of the repurchase of shares of Class A common stock by the Company if a proposed initial Business Combination is presented to the stockholders for approval) and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding shares of Class A common stock, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant had been exercised, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A common stock in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets.

The Company accounts for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the stockholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as a derivative liability.

Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting.

Forward Purchase Agreements

On June 11, 2021, the Company entered into a forward purchase agreement (the “Committed FPA”) with ZP Master Utility Fund, Ltd., an affiliate of the Sponsor (the “Zimmer Entity”), and a forward purchase agreement (the “Uncommitted FPA” and, together with the Committed FPA, the “Forward Purchase Agreements”) with Bluescape Resources Company LLC (“Bluescape Resources” and, together with the Zimmer Entity, the “Forward Purchasers”). Pursuant to the Forward Purchase Agreements, the Zimmer Entity agreed to purchase 10,000,000 units and Bluescape Resources agreed to purchase up to 10,000,000 units, with each unit consisting of 1one share of Class A common stock and one-third of one warrant to purchase 1one share of Class A common stock, at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit (the “Forward Purchase Units”). The shares of Class A common stock to be issued under the Forward Purchase Agreements will have no redemption rights and will have no right to liquidating distributions from the Trust Account. The warrants to be issued as part of the Forward Purchase Agreements will be identical to the Private Placement Warrants. The purchase of the Forward Purchase Units will take place in one or more private placements to occur concurrently and only in connection with the closing of the Business Combination. The forward purchase shares and forward purchase warrants (and underlying shares of Class A common stock) are subject to registration rights. The obligation of Bluescape Resources to purchase the Forward Purchase Units pursuant to the Uncommitted FPA is subject to the approval of its investment committee.

The Company accounts for the Forward Purchase Agreements in accordance with the guidance in ASC 815-40 and accounts for such agreements as derivative liability/asset. The value of the liability/asset is subject to re-measurement at each balance sheet date, with changes in fair value recognized in the unaudited condensed Statements of Operations. ~~As of June 30, 2022,~~

The following presents the ~~re-measurement of the derivative associated with the Committed FPA resulted in a derivative asset with a~~Company’s fair value hierarchy for assets and liabilities measured at fair value on non-recurring basis as of ~~$546,000 and the re-measurement of the derivative associated with the Uncommitted FPA resulted in the liability previously recognized by the Company being reduced to zero.~~September 30, 2022.


	Level 1		Level 2		Level 3		Total
Assets:
Marketable securities held in Trust Account – U.S. Money Market	$	345,989,603	$	—	$	—	$	345,989,603
Liabilities:
Warrant liabilities		(3,222,000)		(2,954,000)		—		(6,176,000)
Forward purchase unit liabilities		—		—		(2,672,000)		(2,672,000)
Total	$	342,767,603	$	(2,954,000)	$	(2,672,000)	$	337,141,603

Table of Contents

The following presents the Company’s fair value hierarchy for assets and liabilities measured at fair value on non-recurring basis as of ~~June 30, 2022.~~December 31, 2021.


	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Marketable securities held in Trust Account – U.S. Money Market	$	345,180,030	$	—	$	—	$	345,180,030	$	345,015,191	$	—	$	—	$	345,015,191
Forward purchase unit assets		—		—		546,000		546,000
Liabilities:
Warrant liabilities		(3,789,250)		(3,645,025)		—		(7,434,275)		(15,410,000)		—		(14,150,374)		(29,560,374)
Forward purchase unit liabilities		—		—		—		—		—		—		(3,297,294)		(3,297,294)
Total	$	341,390,780	$	(3,645,025)	$	546,000	$	338,291,755	$	329,605,191	$	—	$	(17,447,668)	$	312,157,523

~~The following presents the Company’s fair value hierarchy for assets and liabilities measured at fair value on non-recurring basis as of December 31, 2021.~~

Level 1

Level 2

Level 3

Total
Assets:



Marketable securities held in Trust Account – U.S. Money Market

$
345,015,191

$
—

$
—

$
345,015,191
Liabilities:



Warrant liabilities

(15,410,000)

(14,150,374)

—

(29,560,374)
Forward purchase unit liabilities

—

—

(3,297,294)

(3,297,294)
Total

$
329,605,191

$
(14,150,374)

$
(3,297,294)

$
312,157,523

~~Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period.~~ During the period ended December 31, 2021, the Public Warrants began trading separately on August 6, 2021 at the option of the holder, and thus were transferred from Level 3 to Level 1.1 during the three months ended September 30, 2021. The Company transferred the Private Placement Warrants from Level 3 to Level 2 during the ~~six~~three months ended ~~June 30,~~March 31, 2022, as the inputs significant to the valuation became observable as they are benchmarked to those used for the Public Warrants.

Taking into account that the estimated fair values of the Private Placement Warrants and Forward Purchase Units are determined using some unobservable inputs including the Company’s own data, adjusted for other reasonably available information. Inherent in a Black-Scholes-Merton model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The pre-merger volatility is based on management’s understanding of the volatility associated with instruments of other similar entities. The post-merger volatility is derived using a Monte Carlo simulation to solve for the volatility implied by the trading price of the Public Warrants as of the valuation date. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is estimated based on management assumptions regarding the timing and likelihood of completing a Business Combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The estimated fair value of the Public Warrants is determined based on the publicly traded price of the Public Warrants which is Level 1 inputs.

The following table presents information about the assumptions used to value the Company’s liabilities classified as Level 3 in the fair value hierarchy that are measured at fair value on a recurring basis as of September 30, 2022.


	Forward Purchase
Inputs	Units
Exercise price	$	10.00
Volatility		4.00% pre-merger/ 4.00% post-merger
Expected term to business combination		0.72 year
Risk-free rate		3.98	%
Dividend yield		0.00	%
Stock price	$	9.76

Table of Contents

Forward Purchase

Inputs

Units

Exercise price

$
10.00

Volatility

4.00% pre-merger/
4.00% post-merger

Expected term to business combination

0.48 year

Risk-free rate

2.50
%
Dividend yield

0.00
%
Stock price

$
9.71

The following table presents information about the Company’s Level 3 liabilities that are measured at fair value on a recurring basis as of December 31, 2021.


	Private Placement			Forward Purchase
Inputs	Warrants			Units
Exercise price	$	11.50		$	10.00
Volatility		5.0% pre-merger/ 20.5% post-merger			5.0% pre-merger/ 20.5% post-merger
Expected term to business combination		0.73 year (5 years exercise period after close of business combination)			0.73 year
Risk-free rate		1.33	%		0.28	%
Dividend yield		0	%		0	%
Stock price	$	9.69		$	9.69

The following table presents information about the ~~changes in~~transfer to/from Levels 1, 2, and 3 within the fair value ~~of warrant liabilities and Forward Purchase Units~~hierarchy for the ~~six~~nine months ended ~~June~~September 30, 2022:


	Public		Private		Forward Purchase		Private		Forward Purchase
	Warrants		Warrants		Units		Warrants		Units
Fair value as of December 31, 2021	$	15,410,000	$	14,150,374	$	3,297,294	$	14,150,374	$	3,297,294
Change in valuation inputs or other assumptions		(10,292,500)		(9,429,741)		(4,397,294)		(9,429,741)		(4,397,294)
Transfer to Level 2								(4,720,633)		(4,397,294)
Fair value as of March 31, 2022		5,117,500		4,720,633		(1,100,000)		—		(1,100,000)
Change in valuation inputs or other assumptions		(1,328,250)		(1,075,608)		554,000		—		554,000
Fair value as of June 30, 2022	$	3,789,250	$	3,645,025	$	546,000		—		(546,000)
Change in valuation inputs or other assumptions								—		3,218,000
Fair value as of September 30, 2022							$	—	$	2,672,000

The following table presents information about the ~~changes in~~transfer to/from Levels 1, 2, and 3 within the fair value ~~of warrant liabilities and Forward Purchase Units~~hierarchy for the period from February 25, 2021 (inception) through ~~June~~September 30, 2021:


	Public		Private		Forward Purchase		Public		Private		Forward Purchase
	Warrants		Warrants		Units		Warrants		Warrants		Units
Fair value as of February 25, 2021	$	—	$	—	$	—	$	—	$	—	$	—
Initial measurement on June 18, 2021 (IPO)		14,261,682		13,379,377		366,779		14,261,682		13,379,377		366,779
Change in valuation inputs or other assumptions		693,261		623,733		2,951,562		693,261		623,733		2,951,562
Fair value as of June 30, 2021	$	14,954,943	$	14,003,110	$	3,318,341		14,954,943		14,003,110		3,318,341
Change in valuation inputs or other assumptions								(4,604,943)		(4,441,524)		(2,561,221)
Transfer to Level 1								(10,350,000)		—		—
Fair value as of September 30, 2021							$	—	$	9,561,586	$	757,210

Table of Contents

Note 6 - Related Party Transactions

Working Capital Loans

In order to finance transaction costs in connection with a 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 as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans. In the event that a 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. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement warrants at a price of $1.00 per warrant at the option of the lender. As of ~~June~~September 30, 2022 and December 31, 2021, the Company had 0no borrowings under any Working Capital Loans.

Services Agreement

Commencing on the date of the IPO, the Company entered into an administrative services agreement pursuant to which the Company pays Zimmer Partners, LP a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. For each of the three months ended ~~June~~September 30, 2022 and 2021, $30,000 ~~and $4,000~~ of administrative fees were ~~accrued, respectively.~~incurred. For the ~~six~~nine months ended ~~June~~September 30, 2022 and for the period from February 25, 2021 (inception) through ~~June~~September 30, 2021, ~~$60,000~~$90,000 and ~~$5,333~~$35,333 of administrative fees were ~~accrued,~~incurred, respectively. The amounts owing to related parties as of ~~June~~September 30, 2022 and December 31, 2021 were ~~$125,705~~$30,000 and $65,705, respectively.

Forward Purchase Agreement

On June 11, 2021, the Company entered into the Committed FPA with the Zimmer Entity providing for the purchase by the Zimmer Entity of an aggregate of 10,000,000 Forward Purchase Units at a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of the Business Combination. The proceeds from the sale of the Forward Purchase Units may be used as part of the consideration to the sellers in the Business Combination, expenses in connection with the Business Combination or for working capital in the post-Business Combination company.

The terms and provisions of the forward purchase warrants to be issued as part of the Forward Purchase Units are identical to those of the Private Placement Warrants.

Zimmer Entity Participation in IPO

On June 18, 2021, the Zimmer Entity purchased $35,000,000 public Units (3,500,000 Units at $10.00 per Unit) in the IPO. The underwriters did not receive any underwriting discounts or commissions on the public Units purchased by the Zimmer Entity.

Founder Shares

In March 2021, the Company issued 8,625,000 shares of its Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. Up to 1,125,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. As a result of the underwriters’ exercise of the over-allotment option in full, there were 0no shares subject to forfeiture as of the consummation of the IPO on June 18, 2021.

The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, 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.

Table of Contents

Promissory Note - Related Party

The Sponsor had agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the IPO. On June 21, 2021, the $170,000 outstanding on this note was repaid in full. The Company can 0no longer borrow under this facility.

Note 7 - Commitments & Contingencies

Registration Rights

The holders of 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 and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A common stock). The holders of at least 20% in interest of the then-outstanding number of these securities are entitled to demand that the Company file a registration statement covering such securities and to require the Company to effect up to an aggregate of 3three underwritten offerings of 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. In addition, the shares of Class A common stock and warrants (and underlying shares of Class A common stock) purchased by the Zimmer Entity as part of the Units in the IPO are entitled to registration rights under the registration rights agreement. The Zimmer Entity is not subject to any lock-up period with respect to any securities it purchased in the IPO. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Pursuant to the Forward Purchase Agreements, the Company has agreed to use reasonable best efforts (i) to file within 30 days after the closing of the Business Combination a registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants (and underlying shares of Class A common stock), (ii) to cause such registration statement to be declared effective promptly thereafter but in no event later than 60 days after the initial filing, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the Forward Purchasers or their respective assignees cease to hold the securities covered thereby, and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective, cause the Company to conduct firm commitment underwritten offerings, subject to certain limitations. In addition, the Forward Purchase Agreements provide for certain “piggy-back” registration rights to the holders of forward purchase securities to include their securities in other registration statements filed by the Company.

Underwriting Agreement

The Company granted the underwriter a 45-day option from the date of the final prospectus relating to the IPO to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On June 18, 2021, the underwriter’s over-allotment option was exercised in full.

On June 18, 2021, the Company paid underwriting discounts and commissions of $6,200,000 in the aggregate. Additionally, deferred underwriting discounts and commissions of $10,850,000, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

Note 8 - Stockholders’ Deficit

Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of ~~June~~September 30, 2022 and December 31, 2021, there were 0no shares of preferred stock issued or outstanding.

Class A Common Stock - The Company is authorized to issue a total of 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of ~~June~~September 30, 2022 and December 31, 2021, there were 34,500,000 shares of Class A common stock issued and outstanding.

Table of Contents

Class B Common Stock - The Company is authorized to issue a total of 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of ~~June~~September 30, 2022 and December 31, 2021, there were 8,625,000 shares of Class B common stock issued and outstanding.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a ~~1-for-one~~one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of the initial Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination).

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to Zimmer Energy Transition Acquisition Corp. References to our “management” or our “management team” refer to our officers, references to the “sponsor” refer to ZETA Sponsor LLC, a Delaware limited liability company. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, 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 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, those factors described in the section entitled “Risk Factors” of our final prospectus for our Initial Public Offering (as defined below) filed with the Securities and Exchange Commission (the “SEC”), our Annual Report on Form 10-K for the year ended December 31, 2021, this Quarterly Report and in our other SEC filings. 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 on February 25, 2021 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 (the “Business Combination”). We have not identified any Business Combination target. We intend to effectuate our initial Business Combination using cash from the proceeds of our initial public offering (the “Initial Public Offering”) and the Private Placement (as defined below) of the Private Placement Warrants (as defined below), the proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to the Forward Purchase Agreements (as defined below) entered into in connection with the Initial Public Offering or other forward purchase agreements or backstop agreements we may enter into following the consummation of our Initial Public Offering or otherwise), our capital stock, debt or a combination of cash, stock and debt.

We expect to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

As of ~~June~~September 30, 2022, we had not commenced any operations. All activity for the period from February 25, 2021 (inception) through ~~June~~September 30, 2022 relates to our formation and Initial Public Offering, and, since the completion of the Initial Public Offering, our search for a target to consummate a Business Combination. We will not generate any operating revenues until after the completion of a Business Combination, at the earliest. We will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and placed in the Trust Account (as defined below).

Table of Contents

For the three months ended ~~June~~September 30, 2022, we had net ~~income~~loss of ~~$1,987,208,~~$1,525,543, consisting of formation and operating costs of ~~$11,029,~~$368,252, unrealized loss on fair value of Forward Purchase Units (as defined below) of $3,218,000, and income tax expense of $278,970, offset by an unrealized gain on fair value of warrants ~~and Forward Purchase Units (as defined below)~~ of ~~$1,849,858,~~$1,258,275, gain on marketable securities (net), dividends and interest on investment held in the Trust Account of ~~$156,331 and income tax provision $7,952.~~$1,081,404.

For the ~~six~~nine months ended ~~June~~September 30, 2022, we had net income of ~~$25,493,564,~~$23,968,021, consisting of ~~formation and operating costs of $632,716, offset by an~~ unrealized gain on fair value of warrants and Forward Purchase Units of ~~$25,969,393,~~$24,009,668, gain on marketable securities (net), dividends and interest on investment held in the Trust Account of ~~$164,839~~$1,246,243, offset by formation and operating costs of $1,000,968 and income tax ~~provision $7,952.~~expense of $286,922.

For the three months ended ~~and the period from February 25, 2021 (inception) through June~~September 30, 2021, we had a net ~~loss~~income of ~~$8,418,544 and $8,429,799, respectively,~~$11,216,117, consisting of formation and operating costs of ~~$159,268~~$3,132 and ~~$170,523, respectively. For the three months ended,~~general and ~~the period from February 25, 2021 (inception) through June 30, 2021, we had~~administrative costs of $395,056, offset by an unrealized ~~loss~~gain on fair value of warrants and Forward Purchase Units ~~amounting to $1,316,994~~of $11,607,688 and ~~$2,951,652, respectively,~~gain on marketable securities (net), dividends and interest on investment held in the Trust Account of $6,617.

For the period from February 25, 2021 (inception) through September 30, 2021, we had net income of $2,786,318, consisting of formation and operating costs of $14,388, general and administrative costs of $554,323, financing expense of $3,196,156 and offering costs allocated to warrants of ~~$794,474.~~$794,474, offset by an unrealized gain on fair value of warrants and Forward Purchase Units of $7,339,042 and a gain on marketable securities (net), dividends and interest on investment held in the Trust Account of $6,617.

Liquidity and Capital Resources

On June 18, 2021, we consummated our Initial Public Offering of 34,500,000 units (the “Units”), which includes the exercise in full of the underwriters’ option to purchase an additional 4,500,000 Units at the initial public offering price to cover over-allotments. Each Unit consists of one share of Class A common stock, $0.0001 par value per share, and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $345,000,000. Since August 6, 2021, holders of the Units may elect to separately trade the public shares and warrants included in the Units. No fractional warrants are issued upon separation of the Units and only whole warrants trade. Simultaneously with the consummation of the Initial Public Offering and the issuance and sale of the Units on June 18, 2021, we consummated the private placement of 10,550,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating total proceeds of $10,550,000 (the “Private Placement”).

Transaction costs for the Initial Public Offering amounted to $18,426,851, consisting of $6,200,000 of underwriting discounts and commissions, $10,850,000 of deferred underwriting discounts and commissions, and $1,376,851 of other offering costs.

Upon closing of the Initial Public Offering and the Private Placement, a total of $345,000,000 ($10.00 per Unit) was placed in a U.S.-based trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee. The proceeds held in the Trust Account have been invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations.

As of ~~June~~September 30, 2022, we had cash outside our Trust Account of ~~$1,045,908~~$993,074 and had working capital of ~~$1,394,858~~$1,316,432 (excluding franchise and income taxes payable). As of December 31, 2021, we had $1,634,576 in cash and working capital of $1,776,113. The reduction in cash balances outside of the Trust Account is attributable to payment of expenses related to the administrative and operating activities. All remaining cash from the Initial Public Offering is held in the Trust Account and is generally unavailable for use prior to an initial Business Combination. We believe the cash outside of our Trust Account is sufficient to meet the expenditures required for operating our business for twelve months from the date these unaudited condensed financial statements are issued.

Table of Contents

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less franchise and income taxes payable and deferred underwriting discounts and commissions) and the proceeds from the sale of the Forward Purchase Units to complete our initial Business Combination. We may withdraw interest to pay our franchise and income taxes. We estimate our annual franchise tax obligations for the taxable years beginning after the completion of our Initial Public Offering, based on the number of shares of our common stock authorized and outstanding after the completion of our Initial Public Offering, to be $200,000, which is the maximum amount of annual franchise taxes payable by us as a Delaware corporation per annum. We will also be liable for income tax based on the results of operations and applicable tax rates. We will pay both franchise and income taxes from funds from the Initial Public Offering held outside of the Trust Account or from interest earned on funds held in the Trust Account and released by the Trustee to use for this purpose. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

~~Table of Contents~~

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business prior to our initial Business Combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination, which may include a specified future issuance. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

The Company’s amended and restated certificate of incorporation provides that the Company will have 24 months from the closing of the Initial Public Offering (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (1) cease all operations except for the purpose of winding up, (2) 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 the Company to pay its franchise and income taxes (less up to $105,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period.

Commitments and Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as described below.

Table of Contents

Registration Rights

The holders of the (i) shares of our Class B common stock, par value $0.0001 per share (the “founder shares”), which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Warrants and (iii) private placement 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 and warrants that may be issued upon conversion of working capital loans and upon conversion of the founder shares) are entitled to registration rights pursuant to a registration rights agreement dated as of June 15, 2021. The holders of at least 20% in interest of the then-outstanding number of these securities are entitled to demand that we file a registration statement covering such securities subsequent to the completion of the initial Business Combination 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 the completion of the initial Business Combination. In addition, the shares of Class A common stock and warrants (and underlying shares of Class A common stock) purchased by the Zimmer Entity (as defined below) as part of the Units in the Initial Public Offering are entitled to registration rights under the registration rights agreement. The Zimmer Entity is not subject to any lock-up period with respect to any securities it purchased in the Initial Public Offering. We will bear the expenses incurred in connection with the filing of any such registration statements.

Pursuant to the Forward Purchase Agreements, we agreed to use reasonable best efforts (i) to file within 30 days after the closing of the Business Combination a registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants (and underlying shares of Class A common stock), (ii) to cause such registration statement to be declared effective promptly thereafter but in no event later than 60 days after the initial filing, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the Forward Purchasers (as defined below) or their respective assignees cease to hold the securities covered thereby, and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective, cause us to conduct firm commitment underwritten offerings, subject to certain limitations. In addition, the Forward Purchase Agreements provide for certain “piggy-back” registration rights to the holders of forward purchase securities to include their securities in other registration statements filed by us.

~~Table of Contents~~

Administrative Services Agreement

Pursuant to an administrative services agreement, dated June 15, 2021, we have agreed to pay Zimmer Partners, LP a total of $10,000 per month from funds held outside the Trust Account for office space, utilities and secretarial and administrative support. Upon the earlier of the consummation by the Company of an initial Business Combination or our liquidation, we will cease paying these monthly fees. For each of the three months ended ~~June~~September 30, 2022 and 2021, $30,000 ~~and $4,000~~ of administrative fees were ~~accrued, respectively.~~incurred. For the ~~six~~nine months ended ~~June~~September 30, 2022 and for the period from February 25, 2021 (inception) through ~~June~~September 30, 2021, ~~$60,000~~$90,000 and ~~$5,333~~$35,333 of administrative fees were ~~accrued,~~incurred, respectively. The amounts owing to related parties as of ~~June~~September 30, 2022 and December 31, 2021 were ~~$125,705~~$30,000 and $65,705, respectively.

Forward Purchase Agreements

On June 11, 2021, we entered into forward purchase agreements (the “Forward Purchase Agreements”) with ZP Master Utility Fund, Ltd. (the “Zimmer Entity”) and Bluescape Resources Company LLC (“Bluescape Resources” and, together with the Zimmer Entity, the “Forward Purchasers”). Pursuant to the Forward Purchase Agreements, the Zimmer Entity agreed to purchase 10,000,000 units and Bluescape Resources agreed to purchase up to 10,000,000 units, with each unit consisting of one share of Class A common stock and one-third of one warrant to purchase one share of Class A common stock, at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit (the “Forward Purchase Units”). The obligation of Bluescape Resources to purchase the Forward Purchase Units pursuant to its Forward Purchase Agreement is subject to the approval of its investment committee. The purchase of the Forward Purchase Units will take place in one or more private placements to occur concurrently and only in connection with the closing of the initial Business Combination. The proceeds from the sale of Forward Purchase Units may be used as part of the consideration to the sellers in the initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post-Business Combination company.

Table of Contents

Underwriting Agreement

The underwriters in the Initial Public Offering are entitled to deferred underwriting discounts and commissions of $10,850,000, which will be payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete an initial Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Estimates

The preparation of unaudited condensed 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 income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates other than the following.

Warrant Liabilities and Forward Purchase Agreements

We account for the warrants issued as part of the Units in the Initial Public Offering and Private Placement Warrants (together the “Warrants”) as liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to our own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of Warrant issuance and as of each subsequent reporting period while the Warrants are outstanding. Because we do not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the Warrants where not all of the stockholders also receive cash, the Warrants do not meet the criteria for equity treatment thereunder, as such, the Warrants must be recorded as a derivative liability. These liabilities are subject to re-measurement at each balance sheet date, with changes in fair value recognized in the Statements of Operations.

~~Table of Contents~~

The Public Warrants are publicly traded and as such are classified as Level 1. The Private Placement Warrants are classified as Level 2, taking into account that the inputs used in their valuation are benchmarked to those used for the Public Warrants.

We account for the Forward Purchase Agreements in accordance with ASC 815-40 as derivative assets or liabilities. These assets or liabilities are subject to re-measurement at each balance sheet date, with changes in fair value recognized in the Statements of Operations.

Recent Accounting Standards

See Note 2 to the unaudited condensed financial statements required by Item 1 of this Quarterly Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Table of Contents

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report (the “Evaluation Date”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the period covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

AsExcept as set forth below, as of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021 and our Quarterly Report on Form 10-Q for the period ended March 31, 2022.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination, and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our Business Combination, and results of operations.

On March 30, 2022, the SEC issued proposed rules (the “2022 Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving special purpose acquisition companies (“SPACs”) and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act. The 2022 Proposed Rules, if adopted, whether in the form proposed or in revised form, and certain positions and legal conclusions expressed by the SEC in connection with the 2022 Proposed Rules, may materially adversely affect our ability to negotiate and complete our Business Combination and may increase the costs and time related thereto.

A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain “repurchases” of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out, and to prevent the avoidance of, the excise tax.

Table of Contents

Any repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. For purposes of the excise tax, the term “repurchase” means a redemption of shares or any similar transaction which Treasury may determine to be economically similar. To what extent the Company may be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of repurchases made in connection with the initial Business Combination, extension or otherwise, (ii) the structure of the initial Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the initial Business Combination (or otherwise issued not in connection with the initial Business Combination but issued within the same taxable year of the initial Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by us and not by the redeeming holder, the mechanics and source of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete our initial Business Combination and in our ability to complete our initial Business Combination. Further, the application of the excise tax in the event of a liquidation is uncertain, and the proceeds held in the Trust Account could be subject to the excise tax, in which case the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

~~Table of Contents~~

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

Table of Contents

ITEM 6. EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.


Exhibit No.		Description of Exhibit
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
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*		The cover page of this Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2022, formatted in Inline XBRL (contained in Exhibit 101)

*	Filed herewith.

**	Furnished.

2629

Table of Contents

SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	ZIMMER ENERGY TRANSITION ACQUISITION CORP.


Date: ~~August 12,~~November 14, 2022	By:	/s/ Stuart J. Zimmer
	Name:	Stuart J. Zimmer
	Title:	Chief Executive Officer and Chairman of the Board


Date: ~~August 12,~~November 14, 2022	By:	/s/ Jonathan Cohen
	Name:	Jonathan Cohen
	Title:	Chief Financial Officer

2730

Part I - Financial Information		1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25

Part II - Other Information		2527
Item 1.	Legal Proceedings	2527
Item 1A.	Risk Factors	2527
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2528
Item 3.	Defaults Upon Senior Securities	2528
Item 4.	Mine Safety Disclosures	2628
Item 5.	Other Information	2628
Item 6.	Exhibits	2629
Signatures		2730