Exhibit 99.1
ACCRETION ACQUISITION CORP.
UNAUDITED PRO FORMA BALANCE SHEET
| | | October 25, 2021 | | | Pro Forma
Adjustments | | | | As Adjusted | |
| | | | | | (unaudited) | | | (unaudited) | |
| Assets | | | | | | | | | | | | |
| Cash | | $ | 1,077,866 | | | $ | (340,500 | ) | (f) | | $ | 737,466 | |
| | | | | | | | 100 | | (g) | | | | |
| Subscription receivable | | | 100 | | | | (100 | ) | (g) | | | - | |
| Prepaid expenses - current | | | 315,244 | | | | - | | | | 315,244 | |
| Total Current Assets | | | 1,393,210 | | | | (340,500 | ) | | | 1,052,710 | |
| Cash held in Trust Account | | | 181,800,000 | | | | 27,270,000 | | (a) | | | 209,070,165 | |
| | | | | | | | 165 | | (h) | | | | |
| Prepaid expenses - non current | | | 299,590 | | | | - | | | | 299,590 | |
| Total Assets | | $ | 183,492,800 | | | $ | 26,929,665 | | | $ | 210,422,465 | |
| | | | | | | | | | | | | |
| Liabilities and Stockholders' Equity | | | | | | | | | | | | |
| Current Liabilities | | | | | | | | | | | | |
| Accrued expenses | | $ | 341,860 | | | $ | (340,500 | ) | (f) | | $ | 1,360 | |
| Total Current Liabilities | | | 341,860 | | | | (340,500 | ) | | | 1,360 | |
| Deferred underwriting commission | | | 6,300,000 | | | | 945,000 | | (c) | | | 7,245,000 | |
| Total Liabilities | | | 6,641,860 | | | | 604,500 | | | | 7,246,360 | |
| | | | | | | | | | | | | |
| Commitments and Contingencies | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Common stock subject to possible redemption | | | 181,800,000 | | | | 27,000,000 | | (a) | | | 209,070,000 | |
| | | | | | | | (1,350,000 | ) | (b) | | | | |
| | | | | | | | (945,000 | ) | (c) | | | | |
| | | | | | | | (540,000 | ) | (d) | | | | |
| | | | | | | | 3,105,000 | | (e) | | | | |
| | | | | | | | | | | | | |
| Stockholders' Equity | | | | | | | | | | | | |
| Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued or outstanding | | | - | | | | - | | | | - | |
| Common stock, $0.001 par value; 50,000,000 shares authorized; 5,295,000 shares issued and outstanding(1) | | | 5,295 | | | | - | | | | 5,295 | |
| Additional paid-in capital | | | - | | | | 270,000 | | (a) | | | - | |
| | | | | | | | 1,350,000 | | (b) | | | | |
| | | | | | | | 540,000 | | (d) | | | | |
| | | | | | | | (2,160,000 | ) | (e) | | | | |
| | | | | | | | | | | | | |
| Accumulated deficit | | | (4,954,355 | ) | | | (945,000 | ) | (e) | | | (5,899,190 | ) |
| | | | | | | | 165 | | (h) | | | | |
| Total Stockholders' Deficit | | | (4,949,060 | ) | | | (944,835 | ) | | | | (5,893,895 | ) |
| Total Liabilities and Stockholders' Equity | | $ | 183,492,800 | | | $ | 26,929,665 | | | | $ | 210,422,465 | |
| (1) | Actual includes up to 675,000 shares of common stock subject to forfeiture if the underwriters’ elected not to exercise their over-allotment option. Upon full exercise of the over-allotment option, no share of common stock is subject to forfeiture. |
The accompanying notes are an integral part of this pro forma balance sheet.
NOTE 1 ─ CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT
The accompanying unaudited Pro Forma Financial Statement presents the Balance Sheet of Accretion Acquisition Corp. (the “Company”) as of October 25, 2021, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on October 29, 2021, as described below. The Pro Forma Balance Sheet is derived from the audited Balance Sheet included in the Form 8-K filed on October 29, 2021.
The Company consummated its initial public offering (the “IPO”) of 18,000,000 units (the “Units”) on October 25, 2021. Each Unit consists of one share of common stock, one right (“Public Right”) and one-half of one warrant (“Public Warrant”). Each Public Right will convert to one-tenth (1/10) share of common stock upon consummation of Business Combination. Each whole Public Warrant will entitle the holder to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment.
The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $180.00 million. The Company granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to an aggregate of 2,700,000 additional Units to cover over-allotments, if any. On October 27, 2021, the Underwriters fully exercised the over-allotment option to purchase an additional 2,700,000 Units (the “Over-Allotment Units”), generating aggregate gross proceeds of $27.00 million and incurring $1.49 million in underwriting fee comprised of an initial payment of $0.54 million and $0.95 million of deferred underwriting commission.
Simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the private placement with the Sponsor for an aggregate of 810,000 warrants to purchase common stock for $1.00 per warrant in a private placement, with each whole warrant entitling the holder thereof to purchase one share of common stock at $11.50 per share (the “Additional Private Warrants”), generating total proceeds of $0.81 million (the “Private Placement Proceeds” and, together with the Over-Allotment Unit proceeds, the “Proceeds”).
Upon closing of the IPO, the Private Placement, and the sale of the Over-Allotment Units, a total of $209.07 million was placed in a trust account, with Continental Stock Transfer & Trust Company acting as trustee. As of October 29, 2021, cash held in trust included $165 of interest earned.
The Sponsor agreed to forfeit up to 675,000 shares of common stock, par value $0.001, to the extent that the over-allotment option is not exercised in full by the underwriter. On October 27, 2021, the Underwriters fully exercised the over-allotment option to purchase the Over-Allotment Units. Thus, no share of common stock remains subject to forfeiture.
NOTE 1 ─ CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT (Continued)
Pro forma adjustments to reflect the partial exercise of the underwriters’ over-allotment option and the sale of the Private Warrants described above are as follows:
| Pro Forma Entries | | | Debit | | | | Credit | |
| (a) | | Cash held in Trust Account | | $ | 27,000,000 | | | | | |
| | | Common stock subject to possible redemption | | | | | | $ | 27,000,000 | |
| | | Cash held in Trust Account | | $ | 270,000 | | | | | |
| | | Additional paid-in capital | | $ | 540,000 | | | | | |
| | | Additional paid-in capital | | | | | | $ | 810,000 | |
| | | To record sale of 2,700,000 Over-Allotment Units and 810,000 Additional Private Warrants, and payment of cash underwriting commission |
| | | | | | | | | | | |
| (b) | | Common stock subject to possible redemption | | $ | 1,350,000 | | | | | |
| | | Additional paid-in capital | | | | | | $ | 1,350,000 | |
| | | To record fair value of Public Warrants | | | | | | | | |
| | | | | | | | | | | |
| (c) | | Common stock subject to possible redemption | | $ | 945,000 | | | | | |
| | | Deferred underwriting commission | | | | | | $ | 945,000 | |
| | | To record deferred underwriting commission in connection with over-allotment | | | | | | | | |
| | | | | | | | | | | |
| (d) | | Common stock subject to possible redemption | | $ | 540,000 | | | | | |
| | | Additional paid-in capital | | | | | | $ | 540,000 | |
| | | To record offering costs in connection with over-allotment | | | | | | | | |
| | | | | | | | | | | |
| (e) | | Additional paid-in capital | | $ | 2,160,000 | | | | | |
| | | Accumulated deficit | | $ | 945,000 | | | | | |
| | | Common stock subject to possible redemption | | | | | | $ | 3,105,000 | |
| | | To record accretion of common stock subject to possible redemption and to reclass negative additional paid-in capital to accumulated deficit |
| | | | | | | | | | | |
| (f) | | Accrued expenses | | $ | 340,500 | | | | | |
| | | Cash | | | | | | $ | 340,500 | |
| | | To record payment of offering costs in connection with IPO | | | | | | | | |
| | | | | | | | | | | |
| (g) | | Cash | | $ | 100 | | | | | |
| | | Subscription receivable | | | | | | $ | 100 | |
| | | To record receipt of proceeds for subscription receivable | | | | | | | | |
| | | | | | | | | | | |
| (h) | | Cash held in trust account | | $ | 165 | | | | | |
| | | Interest earned on cash held in trust | | | | | | $ | 165 | |
| | | Interest earned on cash held in trust | | | | | | | | |
