Table of Contents
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 quarterly period ended March 31,June 30, 2021

OR

☐

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

For the transition period from to________________

ABG ACQUISITION CORP. I

(Exact name of registrant as specified in its charter)

Cayman Islands
 
001-40072
 
98-1568635

(State or other jurisdiction

of incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Ally Bridge Group, NY

NY

430 Park Avenue, 12th Floor

 
10022

(Address Of Principal Executive Offices)

 
(Zip Code)

(646)
829-9373

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Class A Ordinary Shares, $0.0001 par value
 
ABGI
 
The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive DataD
a
ta 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.

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 May 13,August 1
2
, 2021,
 15,566,300 Class A ordinary shares, par value $0.0001 per share, and 3,766,250 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

Table of Contents

ABG ACQUISITION CORP. I

Form
10-Q

For the Quarter Ended March 31,June 30, 2021

Table of Contents

      
Page
 

PART I. FINANCIAL INFORMATION

  

Item 1.

 

Item 1.
Condensed Financial Statements

   1 
  

Condensed Balance Sheets as of March  31,June 30, 2021 (Unaudited) and December 31, 2020

   1 
  

Unaudited Condensed StatementStatements of Operations for the Three and Six Months Ended March 31,June 30, 2021

   2 
  

Unaudited Condensed StatementStatements of Changes in Shareholders’ Equity for the Three and Six Months Ended March 31,June 30, 2021

   3 
  

Unaudited Condensed Statement of Cash Flows for the ThreeSix Months Ended March 31,June 30, 2021

   4 
  

Notes to Unaudited Condensed Financial Statements

   5 

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   14 

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

17
Item 4.
Controls and Procedures   18 

Item 4.

PART II. OTHER INFORMATION
  

Item 1.
Controls and ProceduresLegal Proceedings

   18 

PART II. OTHER INFORMATION

Item 1A.
  

Item 1.

Legal ProceedingsRisk Factors

   18 

Item 1A.

2.
  

Risk Factors

18

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities

18
Item 3.
Defaults Upon Senior Securities18
Item 4.
Mine Safety Disclosures18
Item 5.
Other Information   19 

Item 3.

6.
  

Defaults Upon Senior Securities

19

Item 4.

Mine Safety Disclosures

19

Item 5.

Other Information

19

Item 6.

Exhibits

   19 

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.

Condensed Financial Statements

ABG ACQUISITION CORP. I

CONDENSED BALANCE SHEETS

   March 31, 2021  December 31, 2020 
   (Unaudited)    

Assets

   

Current assets:

   

Cash

  $739,294  $58,175 

Prepaid expenses

   654,351   178 
  

 

 

  

 

 

 

Total current assets

   1,393,645   58,353 

Investments held in Trust Account

   150,650,173   —   

Deferred offering costs associated with the initial public offering

   —     243,825 
  

 

 

  

 

 

 

Total Assets

  $152,043,818  $302,178 
  

 

 

  

 

 

 

Liabilities and Shareholders’ Equity

   

Current liabilities:

   

Accrued expenses

  $137,955  $202,000 

Note payable—related party

   —     100,000 
  

 

 

  

 

 

 

Total current liabilities

   137,955   302,000 

Deferred underwriting commissions

   5,272,750   —   
  

 

 

  

 

 

 

Total liabilities

   5,410,705   302,000 

Commitments and Contingencies

   

Class A ordinary shares, $0.0001 par value; 14,163,311 and 0 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively

   141,633,111   —   

Shareholders’ Equity

   

Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding

   —     —   

Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,402,989 and 0 shares issued and outstanding (excluding 14,163,311 and 0 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively

   140   —   

Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 3,766,250 shares issued and outstanding as of March 31, 2021 and December 30, 2020

   377   377 

Additional paid-in capital

   5,188,687   24,623 

Accumulated deficit

   (189,202)   (24,822) 
  

 

 

  

 

 

 

Total shareholders’ equity

   5,000,002   178 
  

 

 

  

 

 

 

Total Liabilities and Shareholders’ Equity

  $152,043,818  $302,178 
  

 

 

  

 

 

 

   
June 30, 2021
  
December 31, 2020
 
   
(Unaudited)
    
Assets
         
Current assets:
         
Cash
  $703,509  $58,175 
Prepaid expenses
   549,098   178 
   
 
 
  
 
 
 
Total current assets
   1,252,607   58,353 
Investments held in Trust Account
   150,652,448   —   
Deferred offering costs associated with the initial public offering
   —     243,825 
   
 
 
  
 
 
 
Total Assets
  
$
151,905,055
 
 
$
302,178
 
   
 
 
  
 
 
 
Liabilities and Shareholders’ Equity
         
Current liabilities:
         
Accounts payable
  $42,461  $—   
Accrued expenses
   169,350   202,000 
Note payable - related party
   —     100,000 
   
 
 
  
 
 
 
Total current liabilities
   211,811   302,000 
Deferred underwriting commissions
   5,272,750   —   
   
 
 
  
 
 
 
Total liabilities
   5,484,561   302,000 
Commitments and Contingencies
   0   0 
Class A ordinary shares, $0.0001 par value; 14,142,049 and 0 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively
   141,420,490   —   
Shareholders’ Equity
         
Preference shares, $0.0001 par value; 5,000,000 shares authorized; 0ne issued and outstanding
   0—     —   
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,424,251 and 0 shares issued and outstanding (excluding 14,142,049 and 0 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively
   142   —   
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 3,766,250 shares issued and outstanding as of June 30, 2021 and December 31, 2020
   377   377 
Additional
paid-in
capital
   5,401,305   24,623 
Accumulated deficit
   (401,820)   (24,822) 
   
 
 
  
 
 
 
Total shareholders’ equity
   5,000,004   178 
   
 
 
  
 
 
 
Total Liabilities and Shareholders’ Equity
  
$
151,905,055
 
 
$
302,178
 
   
 
 
  
 
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.

1
Table of Contents
ABG ACQUISITION CORP. I

UNAUDITED CONDENSED STATEMENTSTATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

General and administrative expenses

  $144,553 

General and administrative expenses—related party

   20,000 
  

 

 

 

Loss from operations

   (164,553) 

Income from investments held in Trust Account

   173 
  

 

 

 

Net loss

  $(164,380) 
  

 

 

 

Basic and diluted weighted average shares outstanding of Class A redeemable ordinary shares

   15,065,000 
  

 

 

 

Basic and diluted net loss per ordinary share, Class A redeemable ordinary shares

  $0.00 
  

 

 

 

Basic and diluted weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares

   3,727,162 
  

 

��

 

Basic and diluted net loss per ordinary share, Class A and Class B non-redeemable ordinary shares

  $(0.04) 
  

 

 

 

   
For the Three Months
  
For the Six Months
 
   
Ended June 30, 2021
  
Ended June 30, 2021
 
General and administrative expenses
  $184,893  $329,446 
General and administrative expenses - related party
   30,000   50,000 
   
 
 
  
 
 
 
Loss from operations
   (214,893)   (379,446) 
Income from investments held in Trust Account
   2,275   2,448 
   
 
 
  
 
 
 
Net loss
  $(212,618)  $(376,998) 
   
 
 
  
 
 
 
Basic and diluted weighted average shares outstanding of Class A redeemable ordinary shares
   15,065,000   15,065,000 
   
 
 
  
 
 
 
Basic and diluted net loss per ordinary share, Class A redeemable ordinary shares
  $0.00  $0.00 
   
 
 
  
 
 
 
Basic and diluted weighted average shares outstanding of Class A and Class B
non-redeemable
ordinary shares
   4,267,550   3,998,849 
   
 
 
  
 
 
 
Basic and diluted net loss per ordinary share, Class A and Class B
non-redeemable
ordinary shares
  $(0.05)  $(0.09) 
   
 
 
  
 
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.

2
Table of Contents
ABG ACQUISITION CORP. I

UNAUDITED CONDENSED STATEMENTSTATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED MARCH 31,JUNE 30, 2021

   Ordinary Shares   Additional     Total 
   Class A  Class B   Paid-in  Accumulated  Shareholders’ 
   Shares  Amount  Shares   Amount   Capital  Deficit  Equity 

Balance—December 31, 2020

   —    $—     3,766,250   $377   $24,623  $(24,822)  $178 

Sale of Class A ordinary shares in initial public offering, gross

   15,065,000   1,507   —      —      150,648,493   —     150,650,000 

Offering costs

   —     —     —      —      (8,865,685)   —     (8,865,685) 

Sale of private placement shares to Sponsor in private placement

   501,300   50   —      —      5,012,950   —     5,013,000 

Shares subject to possible redemption

   (14,163,311)   (1,417)   —      —      (141,631,694)   —     (141,633,111) 

Net loss

   —     —     —      —      —     (164,380)   (164,380) 
  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Balance—March 31, 2021 (unaudited)

   1,402,989  $140   3,766,250   $377   $5,188,687  $(189,202)  $5,000,002 
  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

   
Ordinary Shares
   
Additional
     
Total
 
   
Class A
  
Class B
   
Paid-in
  
Accumulated
  
Shareholders’
 
   
Shares
  
Amount
  
Shares
   
Amount
   
Capital
  
Deficit
  
Equity
 
Balance - December 31, 2020
  
 
—  
 
 
$
—  
 
 
 
3,766,250
 
  
$
377
 
  
$
24,623
 
 
$
(24,822
) 
 
$
178
 
Sale of Class A ordinary shares in initial public offering, gross
   15,065,000   1,507   —      —      150,648,493   —     150,650,000 
Offering costs
   —     —     —      —      (8,865,685)   —     (8,865,685) 
Sale of private placement shares to Sponsor in private placement
   501,300   50   —      —      5,012,950   —     5,013,000 
Shares subject to possible redemption
   (14,163,311)   (1,417)   —      —      (141,631,694)   —     (141,633,111) 
Net loss
   —     —     —      —      —     (164,380)   (164,380) 
   
 
 
  
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
Balance - March 31, 2021 (unaudited)
  
 
1,402,989
 
 
 
140
 
 
 
3,766,250
 
  
 
377
 
  
 
5,188,687
 
 
 
(189,202
) 
 
 
5,000,002
 
Shares subject to possible redemption
   21,262   2   —      —      212,618   —     212,620 
Net loss
   —     —     —      —      —     (212,618)   (212,618) 
   
 
 
  
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
Balance - June 30, 2021 (unaudited)
  
 
1,424,251
 
 
$
142
 
 
 
3,766,250
 
  
$
377
 
  
$
5,401,305
 
 
$
(401,820
) 
 
$
5,000,004
 
   
 
 
  
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.

3
Table of Contents
ABG ACQUISITION CORP. I

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

FOR THE THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2021

Cash Flows from Operating Activities:

  

Net loss

  $(164,380) 

Income from investments held in Trust Account

   (173) 

Changes in operating assets and liabilities:

  

Prepaid expenses

   (654,173) 

Accrued expenses

   33,555 
  

 

 

 

Net cash used in operating activities

   (785,171) 
  

 

 

 

Cash Flows from Investing Activities:

  

Cash deposited in Trust Account

   (150,650,000) 
  

 

 

 

Net cash used in investing activities

   (150,650,000) 
  

 

 

 

Cash Flows from Financing Activities:

  

Payment of note payable to related party

   (100,000) 

Proceeds received from initial public offering, gross

   150,650,000 

Proceeds received from private placement

   5,013,000 

Offering costs paid

   (3,446,710) 
  

 

 

 

Net cash provided by financing activities

   152,116,290 
  

 

 

 

Net change in cash

   681,119 

Cash—beginning of the period

   58,175 
  

 

 

 

Cash—end of the period

  $739,294 
  

 

 

 

Supplemental disclosure of noncash financing activities:

  

Offering costs included in accrued expenses

  $104,400 

Reversal of offering costs included in accrued expenses in prior year

  $202,000 

Deferred underwriting commissions

  $5,272,750 

Initial value of Class A ordinary shares subject to possible redemption

  $141,766,820 

Change in value of Class A ordinary shares subject to possible redemption

   (133,709) 

Cash Flows from Operating Activities:
     
Net loss
  $(376,998) 
Income from investments held in Trust Account
   (2,448) 
Changes in operating assets and liabilities:
     
Prepaid expenses
   (548,920) 
Accounts payable
   8,061 
Accrued expenses
   99,350 
   
 
 
 
Net cash used in operating activities
   (820,955) 
   
 
 
 
Cash Flows from Investing Activities:
     
Cash deposited in Trust Account
   (150,650,000) 
   
 
 
 
Net cash used in investing activities
   (150,650,000) 
   
 
 
 
Cash Flows from Financing Activities:
     
Payment of note payable to related party
   (100,000) 
Proceeds received from initial public offering, gross
   150,650,000 
Proceeds received from private placement
   5,013,000 
Offering costs paid
   (3,446,711) 
   
 
 
 
Net cash provided by financing activities
   152,116,289 
   
 
 
 
Net change in cash
   645,334 
Cash - beginning of the period
   58,175 
   
 
 
 
Cash - end of the period
  
$
703,509
 
   
 
 
 
Supplemental disclosure of noncash financing activities:
     
Offering costs included in accounts payable
  $34,400 
Offering costs included in accrued expenses
  $70,000 
Reversal of offering costs included in accrued expenses in prior year
  $202,000 
Deferred underwriting commissions
  $5,272,750 
Initial value of Class A ordinary shares subject to possible redemption
  $141,766,820 
Change in value of Class A ordinary shares subject to possible redemption
  $(346,330) 
The accompanying notes are an integral part of these unaudited condensed financial statements.

4
Table of Contents
ABG ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1—Description of Organization and Business Operations

ABG Acquisition Corp. I (the “Company”) was incorporated as a Cayman Islands exempted company on November 17, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of March 31,June 30, 2021, the Company had not commenced any operations. All activity for the period from November 17, 2020 (inception) through March 31,June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below.below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates
non-operating
income in the form of interest income on its investments held in the trust account from the proceeds of its Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is ABG Acquisition Holdings I LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 16, 2021. On February 19, 2021, the Company consummated its Initial Public Offering of 15,065,000 Class A ordinary shares (the “Public Shares”), including the 1,965,000 Public Shares sold as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of approximately $150.7 million, and incurring offering costs of approximately $8.9 million, of which approximately $5.3 million was for deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 501,300 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, approximately $150.7 million ($10.00 per Public Share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and invested only in 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 or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule
2a-7
of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders (the “Public Shareholders”) of its Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The
per-share
amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5).

ABG ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

These Public Shares have been classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”Equity” (“ASC 480”). In such case, 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 a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote
5
Table of Contents
ABG ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within in the Combination Period, unless the Company provides the Public Shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 19, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

The Sponsor agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to 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 discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act

ABG ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of March 31,June 30, 2021, the Company had approximately $739,000$704,000 in its operating bank account, and working capital of approximately $1.3$1.0 million.

6
Table of Contents
ABG ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of $100,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on February 22, 2021. In addition, 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, provide the Company Working Capital Loans (as defined in Note 4). As of March 31,June 30, 2021, there were no0 amounts outstanding under any Working Capital Loan.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors 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 these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Note 2—Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three and six months ended March 31,June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form
8-K
and the final prospectus filed by the Company with the SEC on February 25, 2021 and February 18, 2021, respectively.

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 nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

ABG ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging
growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

7
Table of Contents
ABG ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Use of Estimates
The preparation of financial statements in conformity with 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
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 CoverageCorporation coverage limit of $250,000 and investments held in the Trust Account. TheAs of June 30, 2021 and December 31, 2020, the Company hashad not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no0 cash equivalents as of MarchJune 30, 2021 and December 31, 2021.

2020.

Investments Held in Trust Account

The Company’s portfolio of investments is comprised solely 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, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. TheWhen the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheetsheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities isare included in income from investments held in Trust Account in the accompanying unaudited condensed statementstatements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” approximate the carrying amounts represented in the balance sheet due to their short-term nature.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

consist of:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

ABG ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

As of March 31, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accrued expenses and notes payable to related party approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities money market funds and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets.

Use of Estimates

The preparation of financial statement in conformity with U.S. GAAP requires the Company’s 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 financial statement.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriter fees and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering.

The Company classifies deferred underwriting commissions as

non-current
liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
8
Table of Contents
ABG ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares 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, at March 31,June 30, 2021, 14,163,31114,142,049 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheets.

Net Income (Loss) Per Ordinary Share
The Company’s condensed statements of operations include a presentation of net income (loss) per share for Class A ordinary shares subject to possible redemption in a manner similar to the two-class method of net income (loss) per ordinary share. Net income (loss) per ordinary share, basic and diluted, for Class A ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A ordinary shares outstanding for the periods. Net income (loss) per ordinary share, basic and diluted, for Class A and Class B nonredeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income attributable to Class A ordinary shares, by the weighted average number of Class A and Class B nonredeemable ordinary shares outstanding for the periods. Class B ordinary shares include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. 
At June 30, 2021, the Company did not have any dilutive securities and other contracts that could potentially be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the periods presented.
The following table reflects the calculation of basic and diluted net income (loss) per ordinary share:
9
Table of Contents
ABG ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
   
For the Three
Months Ended
June 30, 2021
   
For the Six Months
Ended June 30,
2021
 
Class A redeemable ordinary shares
          
Numerator: Income allocable to Class A redeemable ordinary shares          
Income from investments held in Trust Account
  $2,275   $2,448 
   
 
 
   
 
 
 
Net income attributable to Class A redeemable ordinary shares  
$
2,275
 
  
$
2,448
 
   
 
 
   
 
 
 
Denominator: Weighted average Class A redeemable ordinary shares
          
Basic and diluted weighted average shares outstanding of Class A redeemable ordinary shares
  
 
15,065,000
 
  
 
15,065,000
 
   
 
 
   
 
 
 
Basic and diluted net income per ordinary share, Class A redeemable ordinary shares
  
$
0.00
 
  
$
0.00
 
   
 
 
   
 
 
 
Class A and Class B
non-redeemable
ordinary shares
          
Numerator: Net loss minus net income allocable to Class A redeemable ordinary shares
          
Net loss
  $(212,618)   $(376,998) 
Net income allocable to Class A redeemable ordinary shares
   (2,275)     (2,448)  
   
 
 
   
 
 
 
Net loss attributable to Class A and Class B non-redeemable ordinary shares  
$
(214,893
) 
  
$
(379,446
) 
   
 
 
   
 
 
 
Denominator: weighted average Class A and Class B
non-redeemable
ordinary shares
          
Basic and diluted weighted average shares outstanding of Class A and Class B
non-redeemable
ordinary shares
   4,267,550    3,998,849 
   
 
 
   
 
 
 
Basic and diluted net loss per ordinary share, Class A and Class B non-redeemable ordinary shares
  
$
(0.05
) 
  
$
(0.09
) 
   
 
 
   
 
 
 
Income Taxes

FASB ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. There were nowere0 unrecognized tax benefits as of MarchJune 30, 2021 and December 31, 2021.2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021, there were no unrecognized tax benefits and noNaN amounts were accrued for the payment of interest and penalties.penalties as of June 30, 2021 and December 31, 2020. 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 is subject to income tax examinations by major taxing authorities since inception.

ABG ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net loss per ordinary shares

Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the periods, excluding ordinary shares subject to forfeiture. At March 31, 2021, the Company did not have any dilutive securities and other contracts that could potentially be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the periods presented.

The unaudited condensed statement of operations includes a presentation of loss per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net loss per ordinary share, basic and diluted for Class A ordinary shares for three months ended March 31, 2021 is calculated by dividing the investment income earned on the Trust Account of $173, by the weighted average number of Class A ordinary shares outstanding for the periods.

Net loss per share, basic and diluted for Class A and Class B nonredeemable ordinary shares for the three months ended March 31, 2021 is calculated by dividing the net loss of $164,380, less net income attributable to Class A ordinary shares of $173, resulting in a net loss of $164,553, by the weighted average number of Class A and Class B nonredeemable ordinary shares outstanding for the periods.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU Accounting Standards Update (“ASU”)
No. 2020-06,
Debt—Debt with Conversion and Other Options (Subtopic 470-20)(
Subtopic
470-20
) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)(
Subtopic
815-40
): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“
(“ASU
2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU
2020-06
on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

10
Table of Contents
ABG ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
Note 3—Initial Public Offering

On February 19, 2021, the Company consummated its Initial Public Offering of 15,065,000 Public Shares, including the 1,965,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of approximately $150.7 million, and incurring offering costs of approximately $8.9 million, of which approximately $5.3 million was for deferred underwriting commissions

commissions.

Note 4—Related Party Transactions

Founder Shares

On November 26, 2020, the Sponsor paid $25,000 to cover certain expenses of the Company in consideration of 4,312,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On January 28, 2021, the Sponsor surrendered, for no0 consideration, 862,500 Class B ordinary shares, resulting in an aggregate of 3,450,000 Class B ordinary shares outstanding and on February 16, 2021, the Company effected a share dividend, by issuing an additional 316,250 Class B ordinary shares, paid out of the share premium account resulting in, 3,766,250 Class B ordinary shares issued and outstanding. Share and per share amounts have been retroactively restated to December 31, 2020 to reflect the share surrender on January 29, 2021 and subsequent share dividend on February 16, 2021. The Sponsor agreed to forfeit up to 491,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Private Placement Shares). The underwriters fully exercised the over-allotment option on February 19, 2021; thus, these 491,250 Founder Shares are no longer subject to forfeiture.

ABG ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share

sub-divisions,
share capitalizations, 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, the Founder Shares will be released from the lockup.

locku

p.
Private Placement Shares

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 501,300 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million. A portion of the proceeds from the Private Placement Shares was added to the proceeds from the Initial Public Offering held in the Trust Account.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination.

Related Party Loans

On November 26, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was
non-interest
bearing and payable upon the completion of the Initial Public Offering. The Company borrowed $100,000 under the Note and on February 22, 2021, the Company repaid the Note in full.

No future borrowings are permitted under this loan. 
In addition, 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 would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. 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. As of MarchJune 30, 2021 and December 31, 2021,2020, the Company had no borrowings under the Working Capital Loans.

11
Table of Contents
ABG ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


Administrative Support Agreement

Commencing on the date that the Company’s securities were first listed on Nasdaq, the Company agreed to pay the Sponsor a total of $10,000 per month office space, utilities, administrative services and remote support services provided to members ofas may be reasonably required by the management team.Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

The company incurred $20,000$30,000 and $50,000 in such fees included as general and administrative expenses to related party on the accompanying unaudited condensed statementstatements of operations for the three and six months ended MarchJune 30, 2021, respectively. As of June 30, 2021 and December 31, 2021.

2020, the Company had no balance outstanding for such services on the accompanying condensed balance sheets.

Note 5—Commitments and Contingencies

Registration and Shareholder Rights

The holders of Founder Shares and Private Placement Shares that may be issued upon conversion of Working Capital Loans were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

ABG ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Underwriting Agreement

The Company granted the underwriters a
45-day
option from the final prospectus relating to the Initial Public Offering to purchase up to 1,965,000 additional shares to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment option on February 19, 2021.

The underwriters were entitled to an underwriting discount of $0.20 per share, or approximately $3.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per share, or approximately $5.3 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Risks and Uncertainties

Management continues to evaluate the impact of the
COVID-19
pandemic on the industry and has concluded that while it is reasonably possible that the virus 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 financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Note 6—Shareholders’ Equity

Preference Shares
—The Company is authorized to issue 5,000,000 preference shares, with a par value of $0.0001 per share, 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 MarchJune 30, 2021 
and December 31, 2021,2020, there
 were no
 0 preference shares issued or outstanding.

Class
 A Ordinary Shares
—The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of March 31,June 30, 2021, there were 1,402,9891,424,251 Class A ordinary shares outstanding, excluding 14,163,31114,142,049 Class A ordinary shares subject to possible redemption.

There were 0 Class A ordinary shares outstanding as of December 31, 2020.

Class
 B Ordinary Shares
—The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of MarchJune 30, 2021 
and December 31, 2021,2020, there
 were 3,766,250 Class B ordinary shares outstanding. Of the 3,766,250 Class B ordinary shares outstanding, up to 491,250 shares were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial shareholders would collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (excluding the Private Placement Shares). The underwriters fully exercised the over-allotment option on February 19, 2021; thus, these 491,250 Class B ordinary shares were no longer subject to forfeiture.

outstanding.

12
Table of Contents
ABG ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a
one-for-one
basis, subject to adjustment for share
sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable

ABG ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any private placement shares issued to the Sponsor, officers or directors upon conversion of Working Capital Loans;

provided
that such conversion of Class B ordinary shares will never occur on a less than
one-for-one
basis.

Note 7—Fair Value Measurements

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31,June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

Description

  Quoted
Prices
in Active
Markets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Other
Unobservable
Inputs
(Level 3)		 

Investments in U.S. Treasury money market funds

  $150,650,173    —      —   

Description
  
Quoted
Prices
in Active
Markets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Other
Unobservable
Inputs
(Level 3)
 
Investments in U.S. Treasury money market funds
  $150,652,448    0—      0—   
Transfers to/from Levels 1, 2, and 3 are recognized at the endbeginning of the reporting period. There were no transfers between levels of the hierarchy for the three and six months ended March 31,June 30, 2021. Level 1 instruments include investments U.S. Treasury securities with an original maturity of 185 days or less.

The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

Note 8—Subsequent Events

The Company evaluated subsequent events and transactions that occurred up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events, that would have required adjustment or disclosure in the unaudited condensed financial statements.

13
Table of Contents
Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “ABG Acquisition Corp. I,” “ABG” “our,” “us” or “we” refer to ABG Acquisition Corp. I. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this 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 on Form
10-Q
includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on November 17, 2020. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our sponsor is ABG Acquisition Holdings I LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for our Initial Public Offering was declared effective on February 16, 2021. On February 19, 2021, we consummated its Initial Public Offering of 15,065,000 Class A ordinary shares (the “Public Shares”), including the 1,965,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of approximately $150.7 million, and incurring offering costs of approximately $8.9 million, of which approximately $5.3 million was for deferred underwriting commissions.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 501,300 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million.

Upon the closing of the Initial Public Offering and the Private Placement, approximately $150.7 million ($10.00 per Public Share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and invested only in 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 or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule
2a-7
of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully. We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust) at the time of the signing of the agreement to enter into the initial

Business Combination. However, we will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

14
Table of Contents
If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 19, 2023 (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

Liquidity and Capital Resources

As of March 31,June 30, 2021, we had approximately $739,000$704,000 in our operating cash,bank account and working capital of approximately $1.3$1.0 million.

Our liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of $100,000 from the Sponsor pursuant to the Note, and the proceeds from the consummation of the Private Placement not held in the Trust Account. We fully repaid the Note on February 22, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us with Working Capital Loans. As of March 31,June 30, 2021, there were no amounts outstanding under any Working Capital Loan.

Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity from our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Management continues to evaluate the impact of the
COVID-19
pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

Our entire activity since inception up to March 31,June 30, 2021 was in preparation for our formation and the Initial Public Offering.Offering and after the Initial Public Offering searching for a target. We will not be generating any operating revenues until the closing and completion of our initial Business Combination.

For the three months ended March 31,June 30, 2021, we had net loss of $164,380,approximately $213,000, which consisted of $164,553approximately $215,000 in general and administrative expenses, including $30,000 of general and administrative expenses to related party, partly offset by approximately $2,000 in income from investments held in the Trust Account.
For the six months ended June 30, 2021, we had net loss of approximately $377,000, which consisted of approximately $379,000 in general and administrative expenses, including $20,000$50,000 of general and administrative expenses and $173to related party, partly offset by approximately $2,000 in investment income earned onfrom investments held in the Trust Account.

Contractual Obligations

Administrative Support Agreement

Commencing on the effective date that our securities were first listed on Nasdaq, we agreed to pay our Sponsor a total of $10,000 per month office space, utilities, administrative services and remote support services provided to members of the registration statement on Form S-1 related to the Initial Public Offering through the earlier of consummationmanagement team. Upon completion of the initial Business Combination andor our liquidation, we will reimburse our Sponsor for office space, secretarialcease paying these monthly fees.
15
Table of Contents
We incurred $30,000 and $50,000 in such fees included as general and administrative services providedexpenses to us inrelated party on the amountaccompanying unaudited condensed statements of $10,000 per month. We incurred $20,000 of such expenses inoperations for the three and six months ended MarchJune 30, 2021, respectively. As of June 30, 2021 and December 31, 2021.

2020, we had no balance outstanding for such services on the accompanying condensed balance sheets.

Registration and Shareholder Rights

The holders of Founder Shares and Private Placement Shares that may be issued upon conversion of Working Capital Loans were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

We granted the underwriters a
45-day
option from the final prospectus relating to the Initial Public Offering to purchase up to 1,965,000 additional shares to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment option on February 19, 2021.

The underwriters were entitled to an underwriting discount of $0.20 per Public Share, or approximately $3.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per share, or approximately $5.3 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

Investments Held in the Trust Account

Our 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, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. OurWhen our investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When our investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheetsheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investmentssecurities are included in income from investments held in Trust Account in the accompanying unaudited condensed statementstatements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Class A ordinary shares subject to possible redemption

We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at March 31,June 30, 2021, 14,163,31114,142,049 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of our balance sheets.

Net loss per ordinary shares

Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the periods.

Income (Loss) Per Ordinary Share

Our unaudited condensed statementstatements of operations includesinclude a presentation of lossnet income (loss) per share for Class A ordinary shares subject to possible redemption in a manner similar to the
two-class
method of net income (loss) per ordinary share. Net lossincome (loss) per ordinary share, basic and diluted, for Class A ordinary shares for three months ended March 31, 2021 is calculated by dividing the investmentinterest income earned on the Trust Account, of $173, by the weighted average number of Class A ordinary shares outstanding for the periods.

Net lossincome (loss) per ordinary share, basic and diluted, for Class A and Class B nonredeemable ordinary shares for the three months ended March 31, 2021 is calculated by dividing the net loss of $164,380, less netincome (loss), adjusted for income attributable to Class A ordinary shares, of $173, resulting in a net loss of $164,553, by the weighted average number of Class A and Class B nonredeemable ordinary shares outstanding for the periods.

Class B ordinary shares include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account.

16
Table of Contents
At June 30, 2021, we did not have any dilutive securities and other contracts that could potentially be exercised or converted into ordinary shares and then share in the earnings of us. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the periods presented.
Recent Accounting Pronouncements

In August 2020, the FASB issued ASU
No. 2020-06,
Debt—Debt with Conversion and Other Options (Subtopic 470-20)(
Subtopic
470-20
) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)
(Subtopic
815-40
): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“
(“ASU
2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. We adopted ASU
2020-06
on January 1, 2021. Adoption of the ASU did not impact our financial position, results of operations or cash flows.

Our management do not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on our unaudited condensed financial statements.
Off-Balance
Sheet Arrangements

As of March 31,June 30, 2021, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for
non-emerging
growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of
non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

As of March 31,June 30, 2021, we were not subject to any market or interest rate risk. The net proceeds of the Initial Public Offering, including amounts in the Trust Account, will be invested in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule
2a-7
under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

We have not engaged in any hedging activities since our inception and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

17
Table of Contents
Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31,June 30, 2021, as such term is defined in Rules
13a-15(e)
and
15d-15(e)
under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer has concluded that during the period covered by this report, our disclosure controls and procedures were effective.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended March 31,June 30, 2021 covered by this Quarterly Report on Form
10-Q
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

[Counsel to review and update]
Item 1.

Legal Proceedings

None.

Item 1A.

Risk Factors

As of the date of this Quarterly Report on Form
10-Q,
there have been no material changes to the risk factors disclosed in our final prospectus filed with the SEC on February 18, 2021. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Simultaneously with the consummation of the Initial Public Offering and the exercise of the over-allotment option by the underwriters in full, our sponsor purchased 501,300 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million. A portion of the proceeds from the Private Placement Shares was added to the proceeds from the Initial Public Offering held in the Trust Account.

Of the gross proceeds received from the Initial Public Offering and the full exercise of the option to purchase additional Shares, $150,650,000 was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the Private Placement are invested in U.S. government treasury bills with a maturity of 185 days or less and in money market funds meeting certain conditions under Rule
2a-7
under the Investment Company Act which invest only in direct U.S. government treasury obligations.

We paid a total of approximately $3.0 million in underwriting discounts and commissions related to the Initial Public Offering. In addition, the underwriters agreed to defer $5.3 million in underwriting discounts and commissions.

Item 3.

Defaults upon Senior Securities

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

18
Table of Contents
Item 5.

Other Information.

None.

Item 6.

Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on
Form 10-Q.

Exhibit

Number

  
Description
 1.1 Underwriting Agreement between the Company and Jefferies LLC(1)
    3.1Amended and Restated Memorandum and Articles of Association(1)
  10.1Private Placement Class A Ordinary Shares Purchase Agreement between the Company and the Sponsor(1)
  10.2Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company(1)
  10.3Registration and Shareholder Rights Agreement among the Company, the Sponsor and certain other equityholders named therein(1)
  10.4Letter Agreement among the Company, the Sponsor and the Company’s officers and directors(1)
  10.5Administrative Services Agreement between the Company and the Sponsor(1)
31.1*  Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  31.2*Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
32.1**  Certification of Chief Executive Officer (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 Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS XBRL Instance Document
101.SCH  Inline XBRL Taxonomy Extension Schema Document
101.CAL  Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF  Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB  Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE        Inline XBRL Taxonomy Extension Presentation Linkbase Document
104      Cover Page Interactive Date File - the cover page XBRL tags are embedded within the Inline XBRL document


*

Filed herewith.

**

Furnished. herewith.

(1)

Previously filed as an exhibit to our Current Report on
Form 8-K
filed on February 22, 2021 and incorporated by reference herein.

19
Table of Contents
SIGNATURE

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

Dated: May 13,August 12, 2021  
ABG ACQUISITION CORP.Acquisition Corp. I
 
 By: 
/s/ Daniel Johnson
  Name: 

Daniel Johnson

  Title: Chief Financial Officer (Principal Financial and Accounting Officer)

21

20