References to the "Company," "our," "us" or "we" refer to Black Mountain
Acquisition Corp., a blank check company incorporated on February 10, 2021 as a
Delaware corporation and formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses, which we refer to throughout
this Quarterly Report on Form
10-Q
as our "initial business combination." References to our "Sponsor" refer to
Black Mountain Sponsor LLC, a Delaware limited liability company. References to
the "SEC" are to the U.S. Securities and Exchange Commission. References to our
"Public Offering" refers to our initial public offering, which closed on
October 18, 2021 (the "
Closing Date
"). References to "public shares" are to shares of our Class A common stock sold
as part of the units in our Public Offering. References to "public stockholders"
are to the holders of our public shares. The following discussion should be read
in conjunction with our unaudited condensed financial statements and related
notes thereto included elsewhere in this report.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some statements contained in this Quarterly Report on Form
10-Q
are forward-looking statements in nature. 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. The
forward-looking statements contained in this Quarterly Report on Form
10-Q
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, the following risks, uncertainties and other factors:

     •    our ability to complete our initial business combination, particularly in
          light of disruption that may result from limitations imposed by the
          COVID-19
          outbreak and other events (such as terrorist attacks, natural disasters
          or other significant outbreaks of infectious diseases);



  •   our being a company with no operating history and no revenues;



     •    our success in retaining or recruiting, or changes required in, our
          officers, key employees or directors following our initial business
          combination;



     •    our officers and directors allocating their time to other businesses and
          potentially having conflicts of interest with our business or in
          approving our initial business combination, as a result of which they
          would then receive expense reimbursements;



     •    our potential ability to obtain additional financing to complete our
          initial business combination;



  •   our pool of prospective target businesses;



  •   our ability to select an appropriate target business or businesses;



     •    our expectations around the performance of the prospective target
          business or businesses;



     •    the ability of our officers and directors to generate a number of
          potential acquisition opportunities;



  •   our public securities' potential liquidity and trading;



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  •   the lack of a market for our securities;



     •    the use of proceeds not held in the trust account or available to us from
          interest income on the trust account balance;



  •   the trust account not being subject to claims of third parties;



  •   our financial performance; or



     •    the other risks and uncertainties discussed in "Risk Factors" and
          elsewhere in this Quarterly Report on Form
          10-Q.


The forward-looking statements contained in this Quarterly Report on Form
10-Q
are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future
developments affecting us will be those that we have anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of
which are beyond our control) or other assumptions that may cause actual results
or performance to be materially different from those expressed or implied by
these forward-looking statements. These risks and uncertainties include, but are
not limited to, those factors described in the section entitled "Risk Factors"
in our Annual Report on Form
10-K
filed with the SEC on April 14, 2022. Should one or more of these risks or
uncertainties materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected in these
forward-looking statements. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws.

Overview

We are a blank check company incorporated on February 10, 2021 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.



In February 2021, we issued an aggregate of 5,750,000 shares of our Class B
common stock (the "Founder Shares") to our Sponsor in exchange for a capital
contribution of $25,000, a purchase price of approximately $0.004 per share. The
number of Founder Shares issued was determined based on the expectation that
such Founder Shares would represent 20% of the outstanding shares upon
completion of our initial public offering (our "Public Offering"). The per share
purchase price of the Founder Shares was determined by dividing the amount of
cash contributed to the Company by the aggregate number of Founder Shares
issued. In October 2021, in connection with our Public Offering, our Sponsor
forfeited a total of 90,000 Founder Shares to us for no consideration, and we
then issued 30,000 Founder Shares to each of our three independent directors at
their original purchase price. Also in October 2021, in connection with our
Public Offering, we effected a stock dividend of 1,150,000 Founder Shares on the
Founder Shares, which resulted in our Sponsor owning 6,810,000 Founder Shares.
Such stock dividend has been accounted for retroactively to all periods. The
holders of our Founder Shares prior to our Public Offering are referred to in
this Quarterly Report on Form
10-Q
as our "initial stockholders."

On the Closing Date, we consummated our Public Offering of 24,000,000 units (the
"
Units
") and, on October 22, 2021, the underwriters in our Public Offering purchased
an 3,600,000 additional Units upon the full exercise of their over-allotment
option, resulting in the sale of 27,600,000 Units in the aggregate. The Units
were sold at a price of $10.00 per unit, generating gross proceeds to us of
$276,000,000. Each Unit consists of one share of our Class A common stock and
three quarters of one warrant. Each whole warrant (a "
public warrant
") entitles the holder thereof to purchase one whole share of our Class A common
stock at a price of $11.50 per share, subject to adjustment, and only whole
warrants are exercisable. The warrants will become exercisable on the 30th day
after the completion of our initial business combination and will expire five
years after the completion of our initial business combination or earlier upon
redemption or liquidation.

On the Closing Date, simultaneously with the consummation of our Public
Offering, we completed a private placement of 11,600,000 private placement
warrants (the "
Private Placement Warrants
") at a purchase price of $1.00 per warrant to our Sponsor, generating gross
proceeds to us of approximately $11,600,000 and, on October 22, 2021,
simultaneously with the consummation of the over-allotment option, we completed
a private placement of 1,440,000

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additional Private Placement Warrants at a purchase price of $1.00 per warrant to our Sponsor, generating additional gross proceeds to us of approximately $1,440,000 (such private placements, collectively, the " Private Placement "). Each Private Placement Warrant entitles the holder to purchase one whole share of our Class A common stock at $11.50 per share. The Private Placement Warrants (including the Class A common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination.



Approximately $281,520,000 of the net proceeds from our Public Offering and the
Private Placement has been deposited in a trust account established for the
benefit of our public stockholders (the "
Trust Account
").

We received gross proceeds from our Public Offering and the sale of the Private Placement Warrants of $276,000,000 and $13,040,000, respectively, for an aggregate of $289,040,000. $281,520,000 of the gross proceeds were deposited into the Trust Account. The $281,520,000 of net proceeds held in the Trust Account includes $9,660,000 of deferred underwriting discounts and commissions that will be released to the underwriters of our Public Offering upon completion of our initial business combination. Of the gross proceeds from our Public Offering and the sale of the Private Placement Warrants that were not deposited in the Trust Account, $5,520,000 was used to pay underwriting discounts and commissions in our Public Offering, approximately $195,000 was used to repay loans and advances from our 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.



The Founder Shares that we issued prior to the Closing Date will automatically
convert into shares of our Class A common stock at the time of our initial
business combination on a
one-for-one
basis, subject to adjustment for stock splits, stock dividends, reorganizations,
recapitalizations and the like. In the case that additional shares of Class A
common stock, or equity-linked securities, are issued or deemed issued in excess
of the amounts sold in our Public Offering and related to the closing of the
initial business combination, the ratio at which the shares of our Class B
common stock will convert into shares of our Class A common stock will be
adjusted (unless the holders of a majority of the outstanding shares of our
Class B common stock agree to waive such adjustment with respect to any such
issuance or deemed issuance) so that the number of shares of our Class A common
stock issuable upon conversion of all issued and outstanding shares of Class B
common stock will equal, in the aggregate, on an
as-converted
basis, 20% of the sum of the total number of all shares of common stock
outstanding upon the completion of our Public Offering plus all shares of
Class A common stock and equity-linked securities issued or deemed issued in
connection with the initial business combination (after giving effect to any
redemptions of shares of our Class A common stock by public stockholders and
excluding any shares or equity-linked securities issued, or to be issued, to any
seller in the business combination and any private placement warrants issued to
our Sponsor, any affiliate of our Sponsor or any of our officers or directors
upon conversion of any working capital loans).

On November 9, 2021, we announced that, commencing November 12, 2021, holders of
the Units sold in our Public Offering may elect to separately trade the shares
of Class A common stock and public warrants included in the Units. The shares of
Class A common stock and public warrants that are separated will trade on the
New York Stock Exchange ("
NYSE
") under the symbols "BMAC" and "BMAC WS," respectively. Those Units not
separated will continue to trade on the NYSE under the symbol "BMAC.U".

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from February 10, 2021 (inception) through March 31, 2022, were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. For the quarter ended March 31, 2022, we had a net loss of $311,622, which consisted of $335,026 in formation costs, offset by interest earned on funds held in Trust Account of $23,404.

Liquidity, Capital Resources and Going Concern

As of March 31, 2022, we had $752,962 in cash and working capital of $395,599.



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Our liquidity needs up to March 31, 2022 had been satisfied through a payment of $25,000 in offering costs by the Sponsor in exchange for the Founder Shares, and borrowings under the promissory note of $195,000 and funds held outside of the Trust Account. The promissory note was fully repaid on October 20, 2021 from the proceeds of the IPO.

In October 2021, we consummated our Public Offering and the Private Placement. Of the net proceeds from our Initial Public Offering and associated Private Placements, $281,520,000 of cash was placed in the Trust Account and $1,960,476 of cash was held outside of the Trust Account and is available for working capital purposes.

In order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, provide Working Capital Loans. As of March 31, 2022, there were no amounts outstanding under any Working Capital Loans.

In connection with the Company's assessment of going concern considerations in accordance with FASB Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that the Company has and will continue to incur significant costs in pursuit of its acquisition plans which raises substantial doubt about the Company's ability to continue as a going concern. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

In connection with the Company's assessment of going concern considerations in accordance with FASB ASC 205- 40, "Presentation of Financial Statements-Going Concern", management has determined that if the Company is unable to complete a Business Combination by April 19, 2023 (the "Combination Period"), then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company's working capital deficit raise substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete a Business Combination before the mandatory liquidation date.

Related Party Transactions

Founder Shares

On February 10, 2021, our Sponsor acquired 5,750,000 founder shares in exchange for a capital contribution of $25,000. Prior to the initial investment in the Company of $25,000 by our Sponsor, the Company had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. In October, we effected a dividend of 1,150,000 of our Founder Shares, which resulted in our Sponsor owning 6,900,000 Founder Shares. In connection with our Initial Public Offering, our Sponsor forfeited a total of 90,000 Founder Shares, and 30,000 Founder Shares were then issued to each of the independent directors, Mel G. Riggs, Charles W. Yates and Stephen Straty, at their original purchase price.

The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) 180 days after the completion of the Initial Business Combination or (ii) subsequent to the Initial Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Class A common stock issuable upon the exercise of the private placement warrants or warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of at least $25 million in value of these securities are entitled to demand that we file a registration statement covering such securities and to require us to effect up to an aggregate of three underwritten offerings of such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to our completion of our Initial Business Combination.

Related Party Working Capital Loan



In addition, in order to finance transaction costs in connection with an Initial
Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of
the Company's officers and directors may, but are not obligated to, loan the
Company funds on a
non-interest
bearing basis as may be required ("
Working Capital Loans
"). If the Company completes an Initial Business Combination, the Company will
repay the Working Capital Loans out of the proceeds of the Trust Account
released to the Company. Otherwise, the Working Capital Loans would be repaid
only out of funds held outside the Trust Account. In the event that the Initial
Business Combination does not close, the Company may use a portion of proceeds
held outside the Trust Account to repay the Working Capital Loans but no
proceeds held in the Trust Account would be used to repay the Working Capital
Loans. Except for the foregoing, the terms of such Working Capital Loans, if
any, have not been determined and no written agreements exist with respect to
such loans. The Working Capital Loans would either be repaid upon consummation
of the Initial Business Combination or, at the lender's discretion, up to
$1.5 million of such Working Capital Loans may be convertible into warrants of
the post-Initial Business Combination entity at a price of $1.00 per warrant.
Such warrants would be identical to the Private Placement Warrants. To date, the
Company had no borrowings under the Working Capital Loans.

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Related Party Promissory Note



On February 10, 2021, the Sponsor agreed to loan the Company an aggregate of up
to $250,000 to cover expenses related to the Proposed Public Offering pursuant
to an unsecured promissory note (the "
Note
"). This Note was
non-interest
bearing and payable upon the earlier of (i) the date that is 180 days following
the date of the Note and (ii) the closing date of the IPO. Prior to the
consummation of the IPO, the Company borrowed $195,000 under the Note. The Note
was fully repaid on October 20, 2021 from the proceeds of the IPO.

Administrative Support Agreement

Beginning on October 14, 2021, the Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support.

Critical Accounting Policies and Estimates

The preparation of unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and expenses during the period reported. Actual results could materially differ from those estimates. We have identified the following critical accounting estimates affecting our financial statements:

Class A Common Stock Subject to Possible Redemption

As a result of the right of stockholders to redeem their Public Shares in connection with a tender offer for shares or an Initial Business Combination, all such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the IPO, in accordance with FASB ASC 480, "Distinguishing Liabilities from Equity."

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. The Company incurred offering costs amounting to $ 15,774,999 as a result of the Initial Public Offering consisting of $5,520,000 of underwriting commissions, $9,660,000 of deferred underwriting commissions, and $594,999 of other offering costs. The Offering costs were charged to stockholders' deficit upon the completion of the Initial Public Offering.

Net Income (Loss) per Share



Net income (loss) per share is computed by dividing net loss by the weighted
average number of shares of common stock outstanding during the period. We apply
the
two-class
method in calculating earnings per share. Adjustment associated with the
redeemable shares of Class A common stock is excluded from earnings per share as
the redemption value approximates fair value.

Off-Balance

Sheet Arrangements



As of March 31, 2022, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K.

Contractual Obligations

As of March 31, 2022, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. Beginning on October 14, 2021, the Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company's liquidation, the Company will cease paying these monthly fees. As of March 31, 2022, we had $30,000 in accrued administrative support.

The underwriters of the Initial Public Offering were entitled to underwriting discounts and commissions of 5.5%, of which 2% ($5,520,000) was paid at the closing of the Initial Public Offering and 3.5% ($9,660,000) was deferred. The deferred underwriting discounts and commissions will become payable to the underwriters upon the consummation of the Initial Business Combination and will be paid from the amounts held in the Trust Account. The underwriters are not entitled to any interest accrued on the deferred underwriting discounts and commissions.



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JOBS Act



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

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things, (a) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the JOBS Act, (b) 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, (c) comply with any requirement that may be adopted by the Public Company Accounting and Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the unaudited condensed financial statements (auditor discussion and analysis) and (d) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of our Chief Executive Officer's compensation to median employee compensation. These exemptions will apply for a period of five years following the closing of the Initial Public Offering or until we are no longer an "emerging growth company," whichever is earlier.

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