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, 20182022

Or

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

For the transition period from          to

Commission file number: 001-38271

SENTINEL ENERGY SERVICES INC.

(Exact name of registrant as specified in its charter)

Registrant’s Telephone Number:2500 Summer Street Suite 1100

Houston, TX 77007

(281) 407-0686

Address (including zip code) and telephone number (including area code) of principal executive offices

700 Louisiana Street, Suite 2700

Houston, Texas 77002

Former address (if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒   No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 11, 2018, 8,625,00023, 2022, 556,911 shares of Class B ordinary shares,A common stock, par value $0.0001 per share (“Class B ordinary shares”) and 34,500,000862,500 shares of Class A ordinary shares (“Class A ordinary shares”)B common stock, par value $0.0001 per share were issued and outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

Sentinel Energy Services Inc.

SENTINEL ENERGY SERVICES INC.

CONDENSED BALANCE SHEETS

See accompanying notes to unaudited condensed interim financial statements

Sentinel Energy Services Inc.

CONDENSED Interim Statement of Operations

See accompanying notes to unaudited condensedinterim financial statements

Sentinel Energy Services Inc.

CONDENSEDInterim Statement of Changes in Shareholders’ Equity

For the Three Months Ended March 31, 2018

(unaudited)

See accompanying notes to unaudited condensed interim financial statements

Sentinel Energy Services Inc.SENTINEL ENERGY SERVICES INC.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

CONDENSEDInterim Statement of Cash Flows

For the Three Months Ended March 31, 2018

(unaudited)

See accompanying notes to unaudited condensed interim financial statements

SENTINEL ENERGY SERVICES INC.

UNAUDITED CONDENSED StatementS of Changes in STOCKHOLDERS’ DEFICIT

For the three months ended March 31, 2022

For the three months ended March 31, 2021

See accompanying notes to unaudited condensed financial statements 

SENTINEL ENERGY SERVICES INC.

UNAUDITED CONDENSED StatementS of Cash Flows

NOTES TO UNAUDITED CONDENSEDInterim FINANICAL FINANCIAL STATEMENTS

(unaudited)

Organization and General

Sentinel Energy Services Inc. (the ‘‘Company’’“Company”) was incorporated in the Cayman Islands on June 5, 2017. The Company was formed as a blank check company for the purpose of effecting a merger, amalgamation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the ‘‘Initial Business Combination’’).businesses. The Company is an ‘‘emerging“emerging growth company,’’” as defined in Section 2(a) of the Securities Act of 1933, as amended or the ‘‘Securities Act(the “Securities Act”),’’ as modified by the Jumpstart Our Business Startups Act of 2012 (the ‘‘JOBS“JOBS Act”). The Company is also a “smaller reporting company” as defined in the Exchange Act’’ of 1934, as amended (the “Exchange Act”).

On December 28, 2018, the Company changed its jurisdiction of incorporation from the Cayman Islands (“Sentinel Cayman”) to the State of Delaware (“Sentinel Delaware”), as described further below (the “Domestication”) and continued to be named Sentinel Energy Services Inc. As a result of the Domestication, the securities of Sentinel Cayman converted into securities of Sentinel Delaware, such that Sentinel Cayman’s issued and outstanding Class A ordinary shares (the “Class A ordinary shares”) and Class B ordinary shares (the “Class B ordinary shares”) automatically converted by operation of law into one share of Class A common stock (“Class A common stock”) and Class B common stock (“Class B common stock”), of Sentinel Delaware, respectively. Similarly, each of Sentinel Cayman’s outstanding units and warrants automatically converted by operation of law, on a one-for-one basis, into Units (as defined below) of Sentinel Delaware and warrants, including the Private Placement Warrants and Public Warrants (each as defined below) to acquire the corresponding number of shares of Class A common stock, respectively. Accordingly, all references to the Company’s capital stock both before and after the Domestication are referred to as shares of “common stock” in this filing.

At March 31, 2018,2022, the Company had not yet commenced operations. All activity through March 31, 20182022 relates to (1) the Company’s formation and the initial public offering (the ‘‘Public Offering’’) described below and since the closingissuance of the Founder Shares (as defined in Note 4), (2) the Public Offering (as defined below) and sale of warrants in a private placement to our Sponsor (the “Private Placement Warrants”) which closed in November 2017, (3) the subsequent a search for a business combination candidate.candidate, including activities in connection with an announced and subsequently terminated proposed business combination and (4) liquidation activities, including liquidation of the Trust Account (as defined below), following the Company’s inability to consummate a business combination prior to the November 7, 2019 deadline under the Company certificate of incorporation (the “Charter”). The Company willhas not generategenerated any operating revenues until after completion of its Initial Business Combination, at the earliest.since inception. The Company generatesgenerated non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering. Offering and sale of Private Placement Warrants until November 2019.

The Company has selected December 31st as its fiscal year end.

The Company intendsintended to finance its Initial Business Combinationinitial business combination with proceeds from the Public Offering (Note 3)Company’s initial public offering (the “Public Offering”) of the Company units (“Units”) and the sale of the Private Placement Warrants (Note 3),Warrants. Each Unit consisted of (A) one share of the Company’s capitalClass A common stock, debt or a combinationpar value $0.0001 per share (the “Public Shares”), and (B) one-third of one warrant exercisable to purchase one share of the foregoing.Company’s Class A common stock (each whole warrant, a “Public Warrant”), and from the Company’s private placement sale of warrants exercisable to purchase one share of Company’s Class A common stock (each, a “Private Placement Warrant”) to the Sentinel Management Holdings, LLC (the “Sponsor”). Upon the closings of the Public Offering and the sale of the Private Placement Warrants, approximately $345,000,000 was placed in a trust account (the “Trust Account”“Trust Account”) (discussed below).

The registration statement forCompany was not able to consummate a business combination prior to the November 7, 2019 deadline under the Company’s Public Offering (as described in Note 3) was declared effective byCharter. As a result, the U.S. Securities and Exchange Commission (the “SEC”) on November 2, 2017.

Trust Account

The proceeds held inCompany commenced the Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distributionliquidation of the Trust Account, proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legalwhich then had a balance of approximately $355,500,000, and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

The Company’s amended and restated Memorandum and Articles of Association will provide that, other than the withdrawal of interest to pay income taxes, if any, none ofreturned the funds held therein to its public stockholders by redeeming 100% of the Public Shares in accordance with the Charter. During the liquidation period, the Company and the holders of the Public Warrants also executed an amendment to the Warrant Agreement, dated as of November 2, 2017, by and between the Company and Continental Stock Transfer & Trust Company, which automatically converted the Public Warrants into the right to receive $0.02 per whole Public Warrant, payable in cash. The redemption of the Public Shares and the conversion of the Public Warrants completely extinguished the public stockholders’ rights in the Trust Account will be released untilCompany. In addition, the earlier of: (i)Sponsor forfeited the completionPrivate Placement Warrants as a result of the Initial Business Combination; (ii)Company being unable to consummate a business combination prior to the deadline in its Charter.

SENTINEL ENERGY SERVICES INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

In connection with the redemption of any Class A ordinary shares included in the Units (the “Public Shares”) sold in the Public Offering that have been properly tenderedShares, each stockholder received approximately $10.30 per share on November 18, 2019. The Company withheld approximately $1,350,000 from the distribution. In April 2020, the Company paid the income tax liability for the year ended December 31, 2019 of $259,284 and, following payment of distribution settlement expenses of $100,351, the Company distributed the remaining $1,152,035 to its public stockholders on May 4, 2020 for a distribution of approximately $0.03 per share. The Trust Account was subsequently closed with no balance remaining. In December 2019, the Company paid $225,990 in connection with a shareholder vote to amend the Company’s amended and restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of such Class A ordinary shares if it does not complete the Initial Business Combination within 24 months from the closingconversion of the Public Offering; and (iii)Warrants.

Following the redemption of 100% of the Class A ordinary shares included in the Units sold in the Public Offering ifShares, the Company is unable to complete an Initial Business Combination within 24 months from the closingconversion of the Public Offering, (subject toWarrants and the requirements of law). The proceeds deposited in the Trust Account could become subject to the claimsforfeiture of the Company’s creditors, if any, which could have priority over the claimsPrivate Placement Warrants, there were no Units, Public Shares, Public Warrants or Private Placement Warrants outstanding. Additional shares of the Company’s public shareholders.Class A common stock were subsequently issued and shares of Class B common stock remain outstanding. For more information on additional issuances, see Note 4.

Initial Business Combination

The Company’s management hashad broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering arewere intended to be generally applied toward consummating an Initial Business Combination. initial business combination.

The Initial Business Combination must occurCharter and the prospectus that the Company filed in connection with onethe Public Offering provided that the Company had 24 months after the closing of its Public Offering, or moreuntil November 7, 2019, to complete a business combination. During the period since the Company’s Public Offering, the Company diligently searched for a business to combine with in a transaction that would generate value for the Company’s stockholders; however, over the same period, the energy sector experienced significant headwinds, which increased the challenges faced by the Company in sourcing a compelling target businesses that together have an aggregate fair market valuebusiness. Despite the Company’s best efforts, it was not able to consummate a business combination prior to the November 7, 2019 deadline under its Charter. As a result, the Company commenced the liquidation of at least 80% of the assets held in the Trust Account (excludingand returned the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the timefunds held therein to its public stockholders by redeeming 100% of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination.

The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell theirCompany’s Public Shares in a tender offer will be made byaccordance with the Charter, which together with the conversion of the Public Warrants extinguished the public stockholders’ rights in the Company.

Underwriting Discount

Upon closing of the Public Offering, the Company solely in its discretion, and will be based on a varietypaid an underwriting discount of factors such as the timing2.0% of the transaction and whetherper Unit offering price to the underwriters with an additional fee (the “Deferred Discount”) of 3.5% ($12,075,000) of the gross offering proceeds payable upon the Company’s completion of an initial business combination. The underwriters were not entitled to any interest accrued on the Deferred Discount. In accordance with the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks shareholder approval, it will complete its Initial Business Combination only if a majority of the outstanding ordinary shares of the Company, voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination.

If the Company holds a shareholder vote or there is a tender offer for sharesunderwriting agreement entered into in connection with an Initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share ofPublic Offering, the aggregate amount then on deposit in the Trust Account as of two business days priorunderwriters forfeited any rights or claims to the consummationDeferred Discount because the Company was unable to consummate an initial business combination by the November 7, 2019 deadline under its Charter.

Liquidity and Going Concern

In connection with the Company’s assessment of the Initial Business Combination, including interest but less taxes payable. As a result, such Class A ordinary shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering,going concern considerations in accordance with the Financial Accounting Standards Board (‘‘FASB’’Board’s (“FASB”) Accounting Standards Codification (‘‘ASC’’Update (“ASU”) 480, ‘‘Distinguishing Liabilities from Equity.’’

Pursuant2014-15, “Disclosure of Uncertainties about an Entity’s Ability to the Company’s amended and restated Memorandum and Articles of Association, ifContinue as a Going Concern,” the Company is unabledetermined that it does not have sufficient liquidity to complete the Initial Business Combination within 24 monthsmeet its future obligations; however, management has determined that, pursuant to a commitment letter from the closingSponsor, it has access to funds from the Sponsor that alleviate going concern. As of the Public Offering,March 31, 2022, the Company will (i) cease all operations excepthad a working capital deficit of approximately $326,000, current liabilities of approximately $357,000 and had cash of approximately $19,000.

Pursuant a commitment letter from the Sponsor, the Sponsor intends to financially support the Company sufficient for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided bysatisfy its working capital needs until at least May 23,2023. For additional information, see the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (includinginformation under the right to receive further liquidating distributions, if any), subject to applicable law,captions “Advances from Related Parties,” “Promissory Note Payable – Sponsor,” “Contributions from Related Party” and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject“Administrative Support Agreement” in each case to the Company’s obligations under Cayman Islands’ law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors will enter into a letter agreement with the Company, pursuant to which they will agree to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires Class A ordinary shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period.Note 4.

SENTINEL ENERGY SERVICES INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.

In

The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with a commitment letter from the Sponsor. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of ordinary shares, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein.cannot continue as a going concern.

Basis of Presentation

The accompanying unaudited interim condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC,Securities and Exchange Commission (the “SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 20182022 and the results of operations and cash flows for the periodperiods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year.

The accompanying unaudited interim condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 27, 2018.April 15, 2022.

Emerging Growth CompanyReclassification

Certain amounts have been reclassified to conform to current year presentation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, of 1933, as amended, (the “Securities Act”), as modified by 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, 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 shareholderstockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of 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)Act are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a 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 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 statements with another public company which is neither(i) not an emerging growth company noror (ii) an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with 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 statements and the reported amounts of expenses during the reporting period.periods. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgement. 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.

SENTINEL ENERGY SERVICES INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which at times may exceed the Federal depository insuranceDeposit Insurance Corporation coverage of $250,000. At March 31, 20182022 and December 31, 2017,2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 outbreak and other events (such as the recent invasion by Russia of Ukraine and any further escalation of hostilities related thereto, terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) on the industry and has concluded that while it is reasonably possible that the outbreak and other events could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASCAccounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets.

Cash and Cash Equivalents

Redeemable Ordinary Shares

As discussed in Note 1,The Company considers all short-term investments with an original maturity of the 34,500,000 Public Shares contain a redemption feature which allows for the redemption of such shares under the Company’s amended and restated memorandum and articles of association. In accordance with FASB ASC Topic 480, redemption provisions not solely within the control of the Company require the securitythree months or less when purchased to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC Topic 480. Although the Company has not specified a maximum redemption threshold, its amended and restated memorandum and articles of association provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001.

cash equivalents. The Company recognizes changes in redemption value immediatelyhad no cash equivalents as they occur and will adjust the carrying value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares shall be affected by charges against additional paid in capital.

At March 31 20182022 and December 31, 2017, 32,981,940 and 32,898,039, respectively2021.

Net Loss Per Share of 34,500,000 Class A ordinary shares included in the Units were classified outsideCommon Stock

Net loss per share of permanent equity.

Net Income (Loss) Per Ordinary Share

Net income per ordinary sharecommon stock is computed by dividing net incomeloss applicable to ordinarythe shares of common stock by the weighted average number of shares outstanding for the period. The Company has not considered the effect of the warrants sold in the initial public offering and Private Placement to purchase an aggregate of 17,433,333 Class A ordinary shares in the calculation of diluted income per share, since their inclusion would be anti-dilutive.periods. As a result diluted net income per ordinary share isof the same as basic net income per ordinary shareredemption of Public Shares in November 2019, for the period.

The Company’s statement of operations includes a presentation of net income (loss) per share for ordinary shares subject to redemption in a manner similar toquarters ended March 31, 2022 and 2021, the two-class method. Net income per ordinary share, basic and diluted for Class A ordinary shares have no specific redemption rights. As a result, net loss per common share is calculated by dividing the interest income earned on the Trust Account, less applicable income tax expense,net loss by the weighted average number of Class A ordinaryand Class B shares outstanding for the period. Net loss per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing net income, less income attributable to Class A ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the period.periods.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB Topic ASC Topic 740 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-notmore likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only majorThere were no unrecognized tax jurisdiction.benefits as of March 31, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. ThereNo amounts were no unrecognized tax benefits and no amounts accrued for the payment of interest and penalties as ofat March 31, 2018.2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There The Company is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Caymansubject to income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflectedexaminations by major taxing authorities since inception.

SENTINEL ENERGY SERVICES INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. The Company’s financial statements.management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

During the quarters ended March 31, 2022 and 2021, the Company recorded income tax expense of $0.

Related PartiesSubsequent Events

The Company follows Financial Accounting Standards Board (FASB) subtopic Accounting Standards Codification (ASC) 850-10 for the identification of related parties and disclosure of related party transactions.

Pursuant to ASC 850-10-20, the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Subsequent Events

The Company evaluatesevaluated subsequent events and transactions that occuroccurred after the condensed balance sheet date for potential recognition or disclosure. Any material events that occur between the balance sheet date andup to the date that the condensed financial statements were issued are disclosed asissued. Based upon this review, the Company did not identify any subsequent events whilethat would have required adjustment or disclosure in the condensed financial statements are adjusted to reflect any conditions that existed at the balance sheet date.statements.

Recent Accounting Pronouncements

The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statement.statements.

In November 2017, the Company closed its Public Offering of 34,500,000 Unitsunits at a price of $10.00 per Unit, with gross proceeds of $345,000,000 from the sale of Units. The closings occurred on November 7, 2017 with respect to 30,000,000 Units and on November 9, 2017 with respect to 4,500,000 Units related to the exercise of the underwriters’ overallotment option.

Each Unit consistsDuring the liquidation period, the Company and the holders of oneits Public Warrants executed an amendment to the Warrant Agreement, dated as of November 2, 2017, between the Company and Continental Stock Transfer & Trust Company, to automatically convert all of the Company’s Class A ordinary shares, $0.0001 par value, and one-third of oneoutstanding Public Warrants into the right to receive $0.02 per whole Public Warrant, payable in cash. In December 2019, the Company paid $225,990 to its warrant (each, a “Warrant” and, collectively,holders in connection with the “Warrants”). Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. No fractional shares will be issued upon separation of the Units and only whole Warrants will trade. Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s Initial Business Combination or 12 months from the closingconversion of the Public Offering and will expire five years after the completion of the Company’s Initial Business Combination or earlier upon redemption or liquidation. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sent the notice of redemption to the Warrant holders.Warrants.

SimultaneousSimultaneously with the closing of the Public Offering on November 7, 2017, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a price of $1.50 per whole warrant (approximately $8,000,000($8,000,000 in the aggregate)gross proceeds) in a private placement. Simultaneously with the closing of the overallotment, the Company consummated the private placement of an additional 600,000 Private Placement Warrants to the Sponsor, generating additional gross proceeds of approximately $900,000.

The Company paid an underwriting discount of 2.0% of the per Unit offering price to the underwriters at the closing of the Public Offering, with an additional fee (the “the Deferred Discount”) of 3.5% of the gross offering proceeds payable upon the Company’s completion of an Initial Business Combination.initial business combination. The Deferred Discount will becomewas payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completescompleted its Initial Business Combination.initial business combination. In accordance with the terms of the underwriting agreement entered into in connection with the Public Offering, the underwriters forfeited any rights or claims to the Deferred Discount because the Company was unable to consummate an initial business combination by the November 7, 2019 deadline under its Charter.

Following the redemption of the Public Shares, the conversion of the Public Warrants and the forfeiture of the Private Placement Warrants, there were no Units, Public Shares, Public Warrants or Private Placement Warrants outstanding. Additional shares of Class A common stock were subsequently issued and shares of Class B common stock remain outstanding. For more information on additional issuances, see Note 4.

SENTINEL ENERGY SERVICES INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Founder Shares

In June 2017 prior to the Public Offering, the Sponsor entered into an Amended and Restated Securities Purchase Agreement, for the purchase of 14,375,000 shares of Class B ordinary sharescommon stock (the “Founder Shares”“Founder Shares”) for $25,000, or approximately $0.002 per share. As used herein, unlessThe Sponsor is a portfolio company of CSL Capital Management, L.P., an energy services-focused private equity fund. Following the context otherwise requires, “Founder Shares” shall be deemed to includeredemption of the sharesPublic Shares, the conversion of Class A ordinary shares issuable upon conversion thereof.the Public Warrants and the forfeiture of the Private Placement Warrants noted above, the only securities of the Company outstanding were the Founder Shares.

The Founder Shares are identical to the shares of Class A ordinary sharescommon stock that were included in the Units sold in the Public Offering except that (1) holders of the Founder Shares are shareshave the right to vote on the election of Class B ordinary shares which automatically convert into shares of Class A ordinary shares atdirectors prior to an initial business combination, (2) the time of the Company’s Initial Business Combination andFounder Shares are subject to certain transfer restrictions, as described in more detail below, (3) holders of the Founder Shares entered into letter agreements with the Company pursuant to which they agreed to waive their redemption rights with respect to any Founder Shares held by them in connection with the completion of an initial business combination, (4) the Founder Shares will automatically convert on a one-for-one basis into shares of Class A common stock at the time of an initial business combination and (5) the Founder Shares are subject to registration rights, as described below.

In August 2017, the Sponsor surrendered 5,750,000 shares of its Class B ordinary sharescommon stock for no consideration to adjust its holdings to an expected 20% of the Company’s combined outstanding shares of Class A common stock and Class B common following the Public Offering, resulting in the Sponsor holding an aggregate of 8,625,000 Class B ordinary shares. This forfeiture also adjustedFounder Shares.

In October 2017 and April 2018, the shares subjectSponsor transferred 37,500 Founder Shares to forfeiture from 1,875,000Marc Zenner and Jon A. Marshall, respectively, both of whom were independent directors of the Company at the time, at the original purchase price. Each of the Sponsor and Messrs. Zenner and Marshall subsequently agreed to 1,125,000,forfeit 90% of their Founder Shares when the Company was unable to consummate a business combination prior to the extent thatdeadline in its Charter, resulting in the over-allotment optionSponsor currently holding 855,000 Founder Shares and each of Messrs. Zenner and Marshall owning 3,750 Founder Shares. As a result, the total number of Founder Shares outstanding as of March 31, 2022 is not exercised in full by the underwriters so that862,500.

Transfer Restrictions

The terms applicable to the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Public Offering.As described above, the underwriters exercised their overallotment option in connection with the Public Offering in full, and therefore none of the Founder Shares were forfeited.

The Company’s initial shareholders have agreed,provide that, subject to limited exceptions, the Sponsor may not to transfer, assign or sell any of their Founder Sharesthe same until the earlier to occur of: (A) one year after the completion of the Initial Business Combinationinitial business combination or (B) subsequent to the Initial Business Combination,initial business combination, (x) if the last sale price of the Company’s Class A ordinary sharescommon stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination,initial business combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholdersstockholders having the right to exchange their ordinary sharescommon stock for cash, securities or other property.

The Sponsor andtransferred the Company’s officers and directors will agree, subjectportion of its Founder Shares noted above to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination.

In October 2017 and April 2018, the Sponsor transferred 37,500 founder shares to MarcMessrs. Zenner and Jon A. Marshall respectively, both of whom are independent directors of the Company, at the original purchase price.in accordance with those terms or pursuant to a waiver thereof.

Private Placement Warrants

Upon the closing of the Public Offering on November 7, 2017 and November 9, 2017, the Sponsor purchased an aggregate of 5,933,333 Private Placement Warrants at a price of $1.50 per whole warrant (approximately $8,900,000 in the aggregate) in a private placement that occurred simultaneously with the closing of the Public Offering. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A ordinary share at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account. If the Initial Business Combination is not completed within 24 months from the closing of the Public Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

Registration Rights

The holders of Founder Shares Private Placement Warrants and Warrants that may be issued equity securities of the Company upon conversion of working capital loans if any, willmay be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A ordinary shares)common stock) pursuant to a registration rights agreement, to be signed on or beforeby and between the date ofCompany, the prospectus for the Public Offering. These holders will be entitled toSponsor and Mr. Zenner. The registration rights include certain demand and “piggyback” registration rights.

However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

SENTINEL ENERGY SERVICES INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Advances from Related Parties

During the three months ended March 31, 2022 and 2021, the Sponsor or an affiliate of the Sponsor incurred certain administrative expenses on behalf of the Company in the amount of $0 and $3,730, respectively. As of March 31, 2022 and December 31, 2021, there was no outstanding balance due to related parties.

Promissory Note Payable – Sponsor

On March 1, 2019, the Company issued a convertible promissory note (the “Convertible Promissory Note”) in the amount of up to $1,500,000 with the Sponsor to fund the Company’s ongoing expenses. The Convertible Promissory Note does not bear interest and all unpaid principal was due and payable in full on the earlier of November 7, 2019 or the consummation of an initial business combination by the Company. The Sponsor had the option to convert any amounts outstanding under the Convertible Promissory Note into warrants of a post-business combination entity to purchase shares, at a conversion price of $1.50 per warrant. On March 31, 2020, the Sponsor converted the $999,640 outstanding into 99,964 shares of Class A Common Stock of the Company at a conversion price of $10.00 per share.

All unpaid principal under the Convertible Promissory Note was due and payable in full on the earlier of November 7, 2019 or the consummation of an initial business combination by the Company by the deadline specified in its Charter. As a result, the Convertible Promissory Note is no longer available to the Company as a source of financing and no amount has been outstanding thereunder since March 31, 2020. As of March 31, 2022 and December 31, 2021, the outstanding balance on Convertible Promissory Note was $0.

Contributions from Related Party

In January 2022, the Company received a contribution of $25,000 from the Sponsor to fund ongoing operations and expenses. The amount advanced by the Sponsor was treated as a capital contribution in exchange for which the Company issued to the Sponsor 2,500 shares of the Company’s Class A common stock at $10.00 per share on January 25, 2022.

As of March 31, 2022 and December 31, 2021, there were 556,911 and 554,411 shares of the Company’s Class A common stock outstanding, respectively, all of which are held by the Sponsor.

Administrative Support Agreement

Commencing on the date the Units were first listed on the NASDAQ,Nasdaq Capital Market, the Company agreed to pay an affiliate of the sponsorSponsor up to $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion ofSince the Company was unable to complete its initial business combination orprior to the Company’s liquidation,November 7, 2019 deadline in the Charter, pursuant to the Administrative Support Agreement, the Company will ceaseceased paying these monthly fees. The Administrative Support Agreement, however, remains in place for the benefit of the Company.

The Company recorded $8,313 for suchdid not incur any expenses under the administrative service agreementAdministrative Support Agreement for the three months ended March 31, 2018.2022 and 2021.

SENTINEL ENERGY SERVICES INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Common Stock

Ordinary Shares

The authorized ordinary sharescommon stock of the Company includeincludes up to 200,000,000 shares of Class A ordinary sharescommon stock, par value of $0.0001 per share, and 20,000,000 shares of Class B ordinary shares.common stock, par value of $0.0001 per share, or the Founder Shares. If the Company entersentered into an Initial Business Combination,initial business combination, it may (depending on the terms of such an Initial Business Combination)initial business combination) be required to increase the number of shares of Class A ordinary sharescommon stock which the Company is authorized to issue at the same time as the Company’s shareholdersstockholders vote on the Initial Business Combinationan initial business combination to the extent the Company seeks shareholderstockholder approval in connection with the Initial Business Combination.an initial business combination. Holders of the Company’s ordinary sharescommon stock are entitled to one vote for each ordinary share.share of common stock held by them.

The Sponsor currently holds 855,000 Founder Shares and each of Messrs. Zenner and Marshall holds 3,750 Founder Shares. For a discussion of transactions resulting in these holdings as well as transactions related to Class A common stock, see Note 4.

At March 31, 20182022 and December 31, 2017,2021, there were 34,500,000556,911 and 554,411 shares of Class A of which 32,981,940common stock issued and 32,898,039,outstanding, respectively, were classified outside of permanent equity, and 8,625,000862,500 and 862,500 shares of Class B ordinary sharescommon stock issued and outstanding.outstanding, respectively.

Preferred Stock

Preferred Shares

The Company is authorized to issue 1,000,000 shares of preferred sharesstock, 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. At March 31, 20182022 and December 31, 2017,2021, there were no shares of preferred sharesstock issued or outstanding.

The following table presents information about the Company’s assets that are measured on a recurring basis as of March 31, 2018 and December 31, 2017 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors”. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this report, those results or developments may not be indicative of results or developments in subsequent periods.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”), including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of Exchange Act. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “look,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” in this Report may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the 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. Please see “Cautionary Note Regarding Forward-Looking Statements.”

Overview

We areThe Company was formed as a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We intendFor more information about the Company, please see Note 1 to effectuate our initial business combination using cash from the proceeds of our initial public offering and the private placement of the private placement warrants and Co-Investment Securities (to the extent subscribed for by the CSL Funds), our capital stock, debt or a combination of the foregoing.Unaudited Condensed Financial Statements included in this Report.

At March 31, 2018, we held cash of $726,449, current liabilities of $97,619 and deferred underwriting compensation of $12,075,000. Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.

Results of Operations

We have not generated any operating revenues to date, and we will likely not be generatinggenerate any operating revenues untilin the closing and completion of our initial business combination.future. Our entire activity up to March 31, 2018 was2022 has related to our company’s(1) the Company’s formation the initial public offering, and since the closingissuance of the initial public offering, aFounder Shares in June 2017, (2) the Public Offering and sale of Private Placement Warrants which closed in November 2017, (3) the subsequent search for a business combination candidate. We have and expect to continue to generate non-operating income in the form of interest income on cash and cash equivalents. We expect to continue to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expensescandidate, including activities in connection with the search for an initialannounced and subsequently terminated proposed business combination, target.

and (4) liquidation activities following the Company’s inability to consummate a business combination prior to the November 7, 2019 deadline under the Company’s Charter. For the three months ended March 31, 2018,2022, we had a net incomeloss of $839,011,$36,557, which consisted of interest income of $1,046,305 held in the Trust Account, net$36,557 of general and administrative costsexpenses. For the three months ended March 31, 2021, we had a net loss of $207,294.$32,668, which consisted of $32,668 of general and administrative expenses.

Liquidity and Capital Resources

Until the consummation of the initial public offering, our only source of liquidity was an initial sale of the founder shares to our sponsor, and the proceeds of loans and advances from the sponsor in the amount of $115,236. Upon the closing of the initial public offering, we repaid our sponsor $115,236 in settlement of the outstanding loans and advances.

On November 7, 2017, we consummated our initial public offering of 30,000,000 units at a price of $10.00 per unit generating gross proceeds of $300,000,000 before underwriting discounts and expenses. On November 7, 2017, simultaneously with the consummation of our initial public offering, we completed the private sale of 5,333,333 private placement warrants at a purchase price of $1.50 per private placement warrant to our sponsor, generating gross proceeds to the Company of approximately $8,000,000. In connection with the initial public offering, the underwriters were granted an option to purchase up to 4,500,00 over-allotment units. On November 9, 2017, we consummated the closing of the sale of 4,500,000 additional units upon receiving notice of the underwriters’ election to fully exercise their over-allotment option, generating additional gross proceeds of approximately $45,000,000. Simultaneously with the exercise of the over-allotment option, we consummated the private sale of an additional 600,000 private placement warrants to our sponsor, generating gross proceeds of approximately $900,000.

Approximately $345,000,000 of the net proceeds from the initial public offering (including the over-allotment units) and the private placements with the sponsor has been deposited in the trust account. The $345,000,000 of net proceeds held in the trust account includes $12,075,000 of deferred underwriting discounts and commissions that will be released to the underwriters of the initial public offering upon completion of our initial business combination. Of the gross proceeds from the initial public offering that were not deposited in the trust account, $6,900,000 was used to pay underwriting discounts and commissions in the initial public offering, $115,236 was used to repay loans and advances from the sponsor, and the balance was reserved to pay accrued offering and formation costs, business, legal and accounting due diligence expenses on prospective acquisitions and continuing general and administrative expenses.

We presently have no operating revenue; our net incomeloss was $839,011$36,557 and $32,688 for the three months ended March 31, 2018,2022 and 2021, respectively, and consists primarily of administrative fees, professional fees and costs related to our search for a business combination offset by investment income of $1,046,305. Throughfees. For the three months ended March 31, 2018,2022, our liquidity needs were satisfied through receipt of approximately $1,000,000 held outside of the trust account from the sale of units upon the closing of our initial public offering. In the future, a portion of interest income on the funds held in the trust account may be released to us to pay tax obligations.

At March 31, 2018, we had cash and cash equivalents of $726,449 and a working capital of $848,100.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceedsfunding from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.Sponsor. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We doCompany does not expect to seek loans, advances or contributions from parties other than our sponsorthe Sponsor or an affiliate of the Sponsor.

Contributions from Related Party

In January 2022, the Company received a contribution of $25,000 from the Sponsor to fund ongoing operations and expenses. The amount advanced by the Sponsor was treated as a capital contribution in exchange for which the Company issued to the Sponsor 2,500 shares of the Company’s Class A common stock at $10.00 per share on January 25, 2022.

In May 2021, the Company received an advance of $35,000 from the Sponsor to fund ongoing operations and expenses. The amount advanced by the Sponsor was treated as a capital contribution in exchange for which the Company issued to the Sponsor 3,500 shares of the Company’s Class A common stock at $10.00 per share on May 3, 2021.

Mandatory Liquidation, Going Concern and Liquidity

We were unable to complete an initial business combination by the November 7, 2019 deadline under our sponsorCharter and so we commenced the liquidation of the assets in the Trust Account on November 8, 2019. This raises substantial doubt about our ability to continue as wea going concern. Management’s plans in regard to these matters are also described in Note 1 to the financial statements. The financial statements do not believe third parties will be willing to loan such funds and provide a waiver againstinclude any and all rights to seek access to funds in our trust account.

We may also need to obtain additional financing either to complete a business combination or because we become obligated to redeem a significant numberadjustments that might result from the outcome of our Class A ordinary shares upon completion of a business combination, in which case we may issue additional securities or incur debt inthis uncertainty.

In connection with such business combination.

Ordinary shares subject to possible redemption

We account for our ordinary shares subject to possible redemptionthe Company’s assessment of going concern considerations in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “FASB’s Distinguishing Liabilities from Equity.” Ordinary shares subjectASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to mandatory redemption (if any) is classifiedContinue as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary sharesGoing Concern,” the Company determined that feature redemption rightsit does not have sufficient liquidity to meet its future obligations; however, management has determined that, are either withinpursuant to a commitment letter from the controlSponsor, it has access to funds from the Sponsor that alleviate going concern. As of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that is considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, at March 31, 20182022, the Company had a working capital deficit of approximately $326,000, current liabilities of approximately $357,000 and December 31, 2017,cash of approximately $19,300.

Pursuant a commitment letter from the Class A ordinary shares that areSponsor, the Sponsor intends to financially support the Company sufficient for the Company to satisfy its working capital needs until at least May 23, 2023. For more information regarding our liquidity, see “Liquidity and Capital Resources” above.

Critical Accounting Policies

Loans, Advances and Contributions from Related Parties

For information regarding loans, advances and contributions from related parties, please see “-Liquidity and Capital Resources” above.

Common stock subject to possible redemption are presented as temporary equity, outside

We have no outstanding Public Shares. As of the shareholders’ equity sectionclose of our balance sheets.

business on November 7, 2019, the Public Shares were deemed cancelled and represented only the right to receive the redemption amount. For information regarding the completion of the redemption, see “Item 1. Business-Offerings and Liquidation.”

Net Income (Loss)Loss Per Ordinary Share of Common Stock

Net incomeloss per ordinary share of common stock is computed by dividing net incomeloss applicable to ordinarythe shares of common stock by the weighted average number of shares outstanding for the period. The Company has not considered the effect of the warrants sold in the initial public offering and Private Placement to purchase an aggregate of 17,433,333 Class A ordinary shares in the calculation of diluted income per share, since their inclusion would be anti-dilutive.periods. As a result diluted net income per ordinary share isof the same as basic net income per ordinary shareredemption of Public Shares in November 2019, for the period.

The Company’s statement of operations includes a presentation of net income (loss) per share for ordinary shares subject to redemption in a manner similar tothree months ended March 31, 2022 and 2021, the two-class method. Net income per ordinary share, basic and diluted for Class A ordinary shares have no specific redemption rights. As a result, net loss per common share is calculated by dividing the interest income earned on the Trust Account, less applicable income tax expense,net loss by the weighted average number of Class A ordinaryand Class B shares outstanding for the period. Net loss per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing net income, less income attributable to Class A ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the period.periods.

Recent Accounting Pronouncements

Management doesWe do not believe that any recently issued, but not yet effective, accounting standardspronouncements, if currently adopted, would have a material effect on the accompanyingour financial statements.

JOBS Act

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 elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our 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”,company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm’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 PCAOBPublic Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the independent registered public accounting firm’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), andor (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’sour Chief Executive Officer’s compensation to median employee compensation. These exemptions are applicable to us for a period of five years from the date of completion of our initial public offeringPublic Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of March 31, 2018 and December 31, 2017.2022.

Critical Accounting Policies and EstimatesContractual Obligations

Our critical accounting policies and estimates are described in Critical Accounting Policies and Estimates within Item 7. “Management’s Discussion and AnalysisWe did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the period ended December 31, 2017 (the “Annual Report”). The accounting policies and estimates used in preparing our interim Condensed Financial Statements for the three months ended March 31, 2018 are2022.

The underwriters in the same as those describedPublic Offering were entitled to deferred underwriting commissions of $12,075,000. The deferred underwriting commissions would have become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete an initial business combination, subject to the terms of the underwriting agreement. The underwriters were not entitled to any interest accrued on the deferred underwriting commissions. Because we were unable to complete an initial business combination under the November 7, 2019 deadline under our Annual Report.Charter, the underwriters will not receive the deferred underwriting commission.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company,” we are not required to provide disclosure pursuant to this Item.

Item 4. Controls and Procedures

Evaluation of March 31, 2018Disclosure Controls and December 31, 2017,Procedures

Under the supervision and with the participation of our management, including our Chief Financial Officer (the “Certifying Officer”) who is both our principal executive and principal financial officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the evaluation, our Certifying Officer concluded that our disclosure controls and procedures were not subjecteffective as of the end of the period covered by this Report.

Disclosure controls and procedures are controls and other procedures designed to any marketensure that information required to be disclosed in our reports filed or interest rate risk. The net proceeds from our initial public offering, including amountssubmitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the trust account, maySEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be investeddisclosed in U.S. government treasury bills, notesour reports filed or bonds withsubmitted under the Exchange Act is accumulated and communicated to management, including our Certifying Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

We believe, however, that a maturitycontrols system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of 180 daysthe controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

At March 31, 2018, $346,046,305 was held in the trust account for the purpose of consummating an initial business combination. If we complete an initial business combination by November 7, 2019, funds in the trust account will be used to pay for the business combination, redemptions of Class A ordinary shares,error, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the deferred underwriting compensation of $12,075,000 and accrued expenses relatedExchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to the business combination. Any funds remaining will be made available to us to provide working capital to financematerially affect, our operations.

internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

To the knowledge of our management, there is no material litigation, arbitration, bankruptcy, receivership, governmental proceeding or other proceeding currently pending against us or any members of our management team in their capacity as such.

Item 1A. Risk Factors

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

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

On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving special purpose acquisition companies and private operating companies and increasing the potential liability of certain participants in proposed business combination transactions. These rules, if adopted, whether in the form proposed or in revised form, may materially increase the costs and time required to negotiate and complete an initial business combination and could potentially impair our ability to complete an initial business combination.

The number of special purpose acquisition companies have increased, which may increase competition and frustrate our ability to find a suitable target for an initial business combination, if an initial business combination is pursued.

In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many companies have entered into business combinations with special purpose acquisition companies, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many additional special purpose acquisition companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, effort and resources to identify a suitable target for an initial business combination.

In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. In addition, escalating tensions between Russia and Ukraine and any continuing military incursion of Russia into Ukraine could adversely impact macroeconomic conditions, give rise to regional instability and result in heightened economic sanctions from the U.S. and the international community in a manner that adversely affects us and any ability to consummate an initial business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find a suitable target for and/or complete an initial business combination, if an initial business combination is pursued.

Except as noted in this Item 1A, 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 Annual Report on Form 10-K filed with the SEC on March 31, 2022.

Item 2. Unregistered Sales of Equity Securities

On January 25, 2022, the Company issued 2,500 of its Class A Common Stock to the Sponsor pursuant to a private placement offering in exchange for the period ended December 31, 2017.Sponsor’s payment of a $25,000 capital contribution. The proceeds were used to support the ongoing operations of the Company.

Item 5. Other Information

None.

Item 6. Exhibits

EXHIBIT INDEX

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

May 23, 2022