Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this Quarterly Report on Form 10-Q, including, without limitation, statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" or the negative thereof or any variation thereon or similar terminology or expressions.

We have based these forward-looking statements on our current expectations and beliefs concerning future developments and their potential effects on us. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties, and assumptions about us that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Important factors which could materially affect our results and our future performance include, without limitation:



  • our ability to complete our initial business combination;


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


   •  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;


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


  • our public securities' potential liquidity and trading;


  • 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; or


  • our financial performance, and


   •  other factors set forth under "Item 1A. Risk Factors" in our Annual Report
      on Form 10-K for the fiscal year ended December 31, 2021.

Except as required by law, we assume no duty to update or revise any forward-looking statements.

Overview

LMF Acquisition Opportunities, Inc. (the "Company") was incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the "Business Combination"). The Company has not selected any specific business-combination target and it has not, nor has anyone on the Company's behalf, initiated any substantive discussions, directly or indirectly, with any business-combination target.

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

As of March 31, 2022, the Company had not yet commenced any operations. All activity for the period from October 28, 2020 (inception) through March 31, 2022 relates to the Company's formation and the initial public offering ("IPO") described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

The registration statement for the Company's IPO was declared effective on January 25, 2021 (the "Effective Date"). On January 28, 2021, the Company consummated the IPO of 10,350,000 units (the "Units" and, with respect to the shares of Class A common stock



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included in the Units sold, the "Public Shares"), at $10.00 per Unit, generating gross proceeds of $103,500,000, which offering is further described in Note 5.

Simultaneously with the closing of the IPO, the Company consummated the sale of 5,738,000 warrants (the "Private Placement Warrants") at a price of $1.00 per Private Placement Warrant in a private placement to LMFAO Sponsor LLC, a Florida limited liability company (the "Sponsor"), generating gross proceeds of $5,738,000.

Transaction costs for the IPO amounted to $6,211,902 consisting of $2,070,000 of underwriting discount, $3,622,500 of deferred underwriting fee, the fair value of the shares issued to the underwriters of $1,000 deemed as underwriters' compensation, and $518,402 of other offering costs. In addition, $974,009 of cash was held outside of the Trust Account (as defined below) as of the date of the IPO and became available for working capital purposes at such time.

Following the closing of the IPO on January 28, 2021, an amount of $105,570,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account ("Trust Account") which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (a) the completion of the Company's initial Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company's amended and restated certificate of incorporation, and (c) the redemption of the Company's Public Shares if the Company is unable to complete the initial Business Combination within 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination, as described in more detail in the prospectus for the IPO), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company's creditors, if any, which could have priority over the claims of the Company's public stockholders.

COVID-19 Update

A The significant outbreak of COVID-19 has resulted in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. We may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors, or the target company's personnel, vendors, and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

Results of Operations for the Three Months Ended March 31, 2022

The Company's only activities since inception in October 28, 2020 through March 31, 2022 were organizational activities and those necessary to consummate the IPO. The Company does not expect to generate any operating revenues until after the completion of the initial Business Combination.

Revenues

The Company had no revenues during the three months ended March 31, 2022.

Expenses

During the three months ended March 31, 2022 and 2021, expenses were approximately $219 thousand and $126 thousand, respectively, which were associated with formation and administrative expenses.

Gain on Revaluation of Warrants

The Company recognized a $3.6 million gain and $1.8 million gain upon the revaluation of the warrants as of March 31, 2022 and 2021, respectively.

Income Tax Expense

During the three months ended March 31, 2022 and 2021, the Company did not incur any income tax expense due to the Company being in a loss situation since inception. As such, any benefits from the Company's operating loss is deferred as it recognizes a



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taxation valuation allowance for the full amount. The Company did not recognize any income tax expense for the three months ended March 31, 2022 or 2021.

Net Income

During the three months ended March 31, 2022 and 2021, net income was $3,386 thousand and $1,706 thousand, respectively. Such net income resulted from a revaluation of the Company's warrants.

Liquidity and Capital Resources

General

As of March 31, 2022 and 2021, we had cash of $88 thousand and $503 thousand, respectively.

Cash from Operations

Net cash used in operations was $274 thousand and $280 thousand during the Three Months ended March 31, 2022 and 2021, respectively, due to cash used for operating and formation costs.

Cash from Investing Activities

For the Three Months ended March 31, 2022 and 2021, net cash used in investing activities was $0 and $105.6 million, respectively as the Company invested $105.6 million into its Trust account.

Cash from Financing Activities

Net cash provided by financing activities was $310 thousand and $106.3 million for the Three Months ended March 31, 2022 and 2021, respectively due to the $106.8 million generated by the Company's IPO. The Company also paid $468 thousand during the three months ended March 31, 2021 period for director and officer insurance premiums.

Shareholders' Equity

During the Three Months ended March 31, 2021, the Company issued 10.3 million units, 0.1 million Class A shares to our underwriter, 0.4 million in Class B shares and 5.7 million Private Placement Warrants. There were no issuance of either shares or warrants during the Three Months ended March 31, 2022.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.



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