ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I Management report and analysis of the financial situation and operating results. (form 10-Q)

References in this report (the “Quarterly Report”) to “we”, “us” or the “Company” refer to Arbor Rapha Capital Bioholdings Corp. The following discussion and analysis of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and related notes contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis presented below includes forward-looking statements that involve risks and uncertainties.

Note regarding forward-looking statements

This quarterly report on Form 10-Q includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections regarding future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us which may cause our actual results, levels of activity, performances or achievements to differ materially from results, levels of activity, performances. or future achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by words such as “could”, “should”, “could”, “could”, “expect”, “plan”, “anticipate”, “believe”, “Estimate,” “continue”, or the negative of such terms or other similar expressions. Factors which could cause or contribute to such a deviation include, without limitation, those described in our other Security and Trade Commission (“SEC”).

Overview

We were formed on March 4, 2021 for the purpose of concluding a merger, an exchange of shares, an acquisition of assets, a purchase of shares, a recapitalization, a reorganization or any other similar business combination with one or more target companies. Our efforts to identify a potential target business will not be limited to any particular industry or geographic region. We intend to use the cash generated from the proceeds of our initial public offering to complete our initial business combination.

We are an emerging growth company and as such we are subject to all of the risks associated with emerging growth companies.

We currently have no income. All activities for the period from March 4, 2021
(creation) through September 30, 2021, relate to training and IPO. We will have no activity other than actively soliciting a target business with which to effect a business combination, and we will not generate any operating revenue until its first business combination, at the earliest. We will have non-operating income in the form of interest income on cash and cash equivalents from proceeds from the initial public offering.

At November 2, 2021, we carried out the initial public offering of 17,250,000 shares. The units were sold at an offer price of $ 10.00 per unit, generating total gross proceeds of $ 172,500,000.

Simultaneously with the completion of the initial public offering, the Company completed the private placement of a total of 4,133,333 warrants (the “Private Placement Warrants”) at a price of $ 1.50 per Private Placement Warrant, generating total proceeds of $ 6,200,000. Each entire private placement warrant may be exercised to purchase one common share at an exercise price of $ 11.50
per share.

The private placement warrants are identical to the warrants underlying the units sold as part of the initial public offering, except that the private placement warrants are not transferable, assignable or salable before the initial public offering. completion of a business combination, subject to certain limited exceptions.

In addition, the Company has executed a promissory note with the Limited Partner (the “Limited Partner Loan Note”) in the amount of $ 4,312,500. The Sponsor Loan Note will be redeemed or converted into warrants (the “Sponsor Loan Warrants”) at a purchase price of $ 1.50 by mandate, at the request of the limited partner, upon the completion of a business combination. The Sponsor Loan Warrants will be identical to the Private Placement Warrants.

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From the gross proceeds received from the initial public offering, the exercise of the over-allotment option and part of the private placement bond, a total of $ $ 176,812,500 was placed in the trust account.

On the date of the IPO, the transaction costs amounted to $ 9,985,222 made up of $ 3,450,000 subscription fees, $ 6,037,500 a deferred sales charge payable (which is held in a trust account with Continental stock transfer and
Trust company acting as trustee (the “Trust Account”), and $ 497,722 initial public offering fees.

We cannot assure you that our plans to complete our initial business combination will be successful. If we are not able to complete the initial business combination within 15 months of the IPO date, we will (i) cease all operations except for the purpose of liquidating, (ii) as quickly reasonably possible but not more than five business days later, redeem 100% of the outstanding public shares and (iii) as soon as reasonably possible after such redemption, subject to the approval of the other holders of common shares and our board of directors, liquidate and dissolve. In the event of liquidation, holders of Founder Shares and Private Warrants will not participate in any redemption distribution with respect to their Founder Shares or Private Warrants, until all shareholder claims. and claimant creditors are fully satisfied (and only then from funds held outside the trust account).

Results of operations

We have not engaged in any activity or generated any income to date. Our only activities through September 30, 2021 were organizational activities, those necessary for the preparation of the Public Offer, and, after our Public Offer, the day-to-day operations and identification of a target company for an Initial Business Combination. We do not expect to generate any revenue until the completion of our initial business combination. We incur expenses for being a public company (for legal, financial, accounting and auditing compliance), as well as for due diligence expenses.

For the period of March 4, 2021 (creation) through September 30, 2021, we had a net loss of $ 234, including operating and constitution costs.

For the three months ended September 30, 2021, we had neither income nor loss.

Liquidity and capital resources

From September 30, 2021, we had cash from $ 250.

For the period of March 4, 2021 (creation) through September 30, 2021, the net increase in cash was $ 250. For the period of March 4, 2021 (creation) through September 30, 2021, cash flows from operating activities were $ 0. For the period of March 4, 2021 (creation) through September 30, 2021, cash from financing activities was $ 250 and was primarily the result of the proceeds of the issuance of Class B common shares to the limited partner of $ 25,000, advance of the sponsor of $ 1,000, less $ 25,750 deferred offering fees paid.

In connection with the initial public offering and related transactions described above, the net cash received by the Company for general operating purposes was approximately $ 2.7 million.

Off-balance sheet provisions

We had no off-balance sheet arrangements at September 30, 2021.

Contractual obligations

Other than below, from September 30, 2021, we had no long-term debt, no capital lease, no operating lease or long-term liabilities.

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The underwriters are entitled to deferred compensation of $ 6,037,500 generally. The Underwriters will forgo deferred fees in the event that we do not complete an initial business combination, subject to the terms of the Underwriting Agreement.

As of the date the units are first listed on Nasdaq, the company has agreed to pay the promoter a total of $ 10,000 per month for offices, utilities, help desks and administrative services for up to 15 months. Upon completion of the initial business combination or liquidation of the Company, the Company will cease paying these monthly fees.

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