Item 1. Interim Financial Statements.
IBERE PHARMACEUTICALS
CONDENSED BALANCE SHEETS
​
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | March 31, 2021 | December 31, 2020 |
| ​ | ​ | (Unaudited) | ​ | ​ | ​ |
| ASSETS | ​ | ​ | ​ | ​ | ​ | ​ |
| Current assets | ​ | ​ | ​ | ​ | ​ | ​ |
| Cash | ​ | $ | 1,217,248 | ​ | $ | 175,366 |
| Prepaid expenses | ​ | 409,300 | ​ | — |
| Total Current Assets | ​ | ​ | 1,626,548 | ​ | ​ | 175,366 |
| ​ | ​ | ​ | ​ | ​ |
| Deferred offering costs | ​ | ​ | — | ​ | ​ | 501,000 |
| Marketable securities held in Trust Account | ​ | ​ | 138,004,575 | ​ | ​ | — |
| TOTAL ASSETS | ​ | $ | 139,631,123 | ​ | $ | 676,366 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ​ | ​ |
| Current liabilities | ​ | ​ | ​ | ​ |
| Accrued expenses | ​ | $ | 59,087 | ​ | $ | 2,218 |
| Accrued offering costs | ​ | ​ | 330,888 | ​ | ​ | 485,907 |
| Promissory note - related party | ​ | ​ | 5,959 | ​ | ​ | 169,000 |
| Total Current Liabilities | ​ | ​ | 395,934 | ​ | ​ | 657,125 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Deferred underwriting fee payable | ​ | 4,830,000 | ​ | — |
| Warrant liability | ​ | 9,512,400 | ​ | — |
| TOTAL LIABILITIES | ​ | 14,738,334 | ​ | 657,125 |
| ​ | ​ | ​ |
| Commitments | ​ | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Class A ordinary shares subject to possible redemption 11,988,881 and no shares at redemption value at March 31, 2021 and December 31, 2020, respectively | ​ | ​ | 119,892,787 | ​ | ​ | — |
| ​ | ​ | ​ |
| Shareholders’ Equity | ​ | ​ |
| Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ​ | — | ​ | — |
| Class A ordinary shares, $ 0.0001 par value; 300,000,000 shares authorized; 1,811,119 and no shares issued and outstanding (excluding 11,988,881 and no shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively | ​ | 181 | ​ | — |
| Class B ordinary shares, $ 0.0001 par value; 30,000,000 shares authorized; 3,450,000 shares issued and outstanding, at March 31, 2021 and December 31, 2020(1) | ​ | 345 | ​ | 345 |
| Additional paid-in capital | ​ | 5,107,233 | ​ | 24,655 |
| Accumulated deficit | ​ | ( 107,757 ) | ​ | ( 5,759 ) |
| Total Shareholders’ Equity | ​ | 5,000,002 | ​ | 19,241 |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ​ | $ | 139,631,123 | ​ | $ | 676,366 |

​
| (1) | At December 31, 2020, includes an aggregate up to 450,000 Class B ordinary shares subject to forfeiture if the overallotment option is not exercised in full or in part by the underwriters (see Note 6). On February 25, 2021, the Company effected a share dividend of 575,000 Class B ordinary shares, resulting in there being an aggregate of 3,450,000 Class B ordinary shares outstanding (see Note 6). |

​
The accompanying notes are an integral part of the unaudited condensed financial statements.
​
1
| ​ | ​ | ​ | ​ |
| Operating and formation costs | ​ | $ | 94,478 |
| Loss from operations | ​ | ​ | ( 94,478 ) |
| ​ | ​ | ​ | ​ |
| Other income: | ​ | ​ | ​ |
| Interest earned on marketable securities held in Trust Account | ​ | ​ | 2,586 |
| Interest income - bank | ​ | ​ | 176 |
| Unrealized gain on marketable securities held in Trust Account | ​ | ​ | 1,989 |
| Transaction costs allocable to warrant liabilities | ​ | ​ | ( 364,321 ) |
| Change in fair value of warrants | ​ | ​ | 352,050 |
| Total other income | ​ | ​ | ( 7,520 ) |
| ​ | ​ | ​ | ​ |
| Net loss | ​ | $ | ( 101,998 ) |
| ​ | ​ | ​ |
| Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption | ​ | 11,963,034 |
| Basic and diluted net income per share, Class A ordinary shares subject to redemption | ​ | $ | 0.00 |
| ​ | ​ | ​ | ​ |
| Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares | ​ | 3,736,911 |
| Basic and diluted net loss per share, Non-redeemable ordinary shares | ​ | $ | ( 0.03 ) |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | ​ | Class A | ​ | Class B | ​ | Additional | ​ | ​ | ​ | ​ | Total |
| ​ | ​ | Ordinary Shares | ​ | Ordinary Shares | ​ | Paid-in | ​ | Accumulated | ​ | Shareholders’ |
| ​ | Shares | Amount | Shares | Amount | Capital | Deficit | Equity |
| Balance — January 1, 2021 | ​ | — | ​ | $ | — | ​ | 3,450,000 | ​ | $ | 345 | ​ | $ | 24,655 | ​ | $ | ( 5,759 ) | ​ | $ | 19,241 |
| Sale of 13,800,000 Units, net of underwriting discounts, initial fair value of public warrants and offering costs | ​ | 13,800,000 | ​ | ​ | 1,380 | ​ | — | ​ | ​ | — | ​ | ​ | 124,345,616 | ​ | ​ | — | ​ | ​ | 124,346,996 |
| Cash paid in excess of fair value of Private Placement Warrants | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 628,550 | ​ | ​ | — | ​ | ​ | 628,550 |
| Class A Ordinary shares subject to possible redemption | ​ | ( 11,988,881 ) | ​ | ​ | ( 1,199 ) | ​ | — | ​ | ​ | — | ​ | ​ | ( 119,891,588 ) | ​ | ​ | — | ​ | ​ | ( 119,892,787 ) |
| Net loss | — | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ( 101,998 ) | ​ | ( 101,998 ) |
| Balance — March 31, 2021 | 1,811,119 | ​ | $ | 181 | ​ | 3,450,000 | ​ | $ | 345 | ​ | $ | 5,107,233 | ​ | $ | ( 107,757 ) | ​ | $ | 5,000,002 |

| ​ | ​ | ​ | ​ |
| Cash Flows from Operating Activities: | ​ |
| Net loss | ​ | $ | ( 101,998 ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ​ | ​ |
| Change in fair value of warrants | ​ | ​ | ( 352,050 ) |
| Transaction costs incurred in connection with IPO | ​ | ​ | 364,321 |
| Interest earned on marketable securities held in Trust Account | ​ | ​ | ( 2,586 ) |
| Unrealized loss (gain) on marketable securities held in Trust Account | ​ | ​ | ( 1,989 ) |
| Changes in operating assets and liabilities: | ​ |
| Prepaid expenses | ​ | ​ | ( 409,300 ) |
| Accrued expenses | ​ | 56,869 |
| Net cash used in operating activities | ​ | ( 446,733 ) |
| ​ | ​ | ​ | ​ |
| Cash Flows from Investing Activities: | ​ | ​ | ​ |
| Investment of cash in Trust Account | ​ | ​ | ( 138,000,000 ) |
| Net cash used in investing activities | ​ | ​ | ( 138,000,000 ) |
| ​ | ​ |
| Cash Flows from Financing Activities: | ​ |
| Proceeds from sale of Units, net of underwriting discounts paid | ​ | ​ | 135,240,000 |
| Proceeds from sale of Private Placement Warrants | ​ | ​ | 4,835,000 |
| Proceeds from promissory note — related party | ​ | 31,159 |
| Repayment of promissory note — related party | ​ | ( 194,200 ) |
| Payment of offering costs | ​ | ( 423,344 ) |
| Net cash provided by financing activities | ​ | 139,488,615 |
| ​ | ​ | ​ |
| Net Change in Cash | ​ | 1,041,882 |
| Cash – Beginning of period | ​ | 175,366 |
| Cash – End of period | ​ | $ | 1,217,248 |
| ​ | ​ | ​ |
| Non-Cash investing and financing activities: | ​ | ​ |
| Offering costs included in accrued offering costs | ​ | $ | 155,019 |
| Initial classification of Class A ordinary share subject to possible redemption | ​ | $ | 119,630,340 |
| Change in value of Class A ordinary share subject to possible redemption | ​ | $ | 262,447 |
| Deferred underwriting fee payable | ​ | $ | 4,830,000 |

IBERE PHARMACEUTICALSNOTES TO CONDENSED FINANCIAL STATEMENTSMarch 31, 2021(Unaudited) NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSIbere Pharmaceuticals (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 22, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.As of March 2, 2021, the Company had not commenced any operations. All activity for the period from October 22, 2020 (inception) through March 2, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.The registration statement for the Company’s Initial Public Offering became effective on February 25, 2021. On March 2, 2021, the Company consummated the Initial Public Offering of 13,800,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 1,800,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 138,000,000 which is described in Note 4.Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,835,000 warrants (the “Private Placement Warrants”) at a price of $ 1.00 per Private Placement Warrant in a private placement to PIPV Capital LLC (the “Sponsor”), generating gross proceeds of $ 4,835,000 , which is described in Note 5.Transaction costs amounted to $ 8,359,325 , consisting of $ 2,760,000 of underwriting fees, $ 4,830,000 of deferred underwriting fees and $ 769,325 of other offering costs.Following the closing of the Initial Public Offering on March 2, 2021, an amount of $ 138,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80 % of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-business combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it 5
IBERE PHARMACEUTICALSNOTES TO CONDENSED FINANCIAL STATEMENTSMarch 31, 2021(Unaudited)​ not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrant.The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % or more of the Public Shares, without the prior consent of the Company.The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100 % of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.The Company will have until March 2, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, 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 its tax obligations (less up to $ 100,000 of interest to pay dissolution expenses), divided by the 6
IBERE PHARMACEUTICALSNOTES TO CONDENSED FINANCIAL STATEMENTSMarch 31, 2021(Unaudited)​ number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); 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 in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commissions (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $ 10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.Risks and UncertaintiesManagement continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, 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.Management believes that the funds which the Company has available following the completion of the Initial Public Offering will enable it to sustain operations for a period of at least one-year from the issuance date this financial statement. Accordingly, substantial doubt about the Company's ability to continue as a going concern as disclosed in previously issued financial statements has been alleviated. ​​7
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | As |
| ​ | ​ | Previously | ​ | ​ | ​ | As |
| ​ | ​ | Reported | ​ | Adjustments | ​ | Revised |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Balance sheet as of March 2, 2021 (audited) | ​ |
| Warrant Liability | ​ | $ | — | 9,864,450 | 9,864,450 |
| Class A ordinary shares Subject to Possible Redemption | ​ | 129,494,790 | ( 9,864,450 ) | 119,630,340 |
| Class A ordinary shares | ​ | 85 | 99 | 184 |
| Additional Paid-in Capital | ​ | 5,005,455 | 364,222 | 5,369,677 |
| Accumulated Deficit | ​ | ( 5,883 ) | ( 364,321 ) | ( 370,204 ) |

IBERE PHARMACEUTICALSNOTES TO CONDENSED FINANCIAL STATEMENTSMarch 31, 2021(Unaudited)​ ​ NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of PresentationThe accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on February 25, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 2, 2021 (see Note 2). The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth CompanyThe Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (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 shareholder 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) 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 an emerging growth company nor 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 EstimatesThe preparation of the condensed 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 9
IBERE PHARMACEUTICALSNOTES TO CONDENSED FINANCIAL STATEMENTSMarch 31, 2021(Unaudited)​ assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.Making estimates requires management to exercise significant judgment. 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. Warrant LiabilityThe Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte-Carlo simulation model (see Note 10). Marketable Securities Held in Trust AccountAt March 31, 2021, the assets held in the Trust Account were held in US Treasury Securities. At December 31, 2020, there were no assets held in the Trust Account. Class A Ordinary Shares Subject to Possible RedemptionThe Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 2, 2021, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Allocation of issuance costsThe Company accounts for the allocation of its issuance costs to its Warrants using the guidance in ASC Topic 470-20, Debt with Conversion and Other Options (“ASC 470-20”), applied by analogy. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to the two instruments using either the fair value 10
IBERE PHARMACEUTICALSNOTES TO CONDENSED FINANCIAL STATEMENTSMarch 31, 2021(Unaudited)​ method, the relative fair value method, or the residual value method. The guidance also requires companies to use a consistent approach in allocating issuance costs between the instruments. Accordingly, the Company allocated its issuance costs of $8,359,324—consisting of $ 2,760,000 of underwriting fees, $ 4,830,000 of deferred underwriting commissions, and $ 769,325 of other offering costs—to the issuance of its Class A shares and Warrants in the amount of $ 7,995,004 and $ 364,321 , respectively. Issuance costs attributed to the Warrants were expensed to the condensed statement of operations. Income TaxesThe Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company's tax provision was zero for the periods presented. Net income (loss) per Ordinary ShareNet income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture.The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per ordinary share, basic and diluted, for Class A ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares include Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. 11
| ​ | ​ | ​ | ​ |
| ​ | ​ | For the |
| ​ | ​ | Three Months |
| ​ | ​ | ended March 31, |
| ​ | ​ | 2021 |
| Ordinary shares subject to possible redemption | ​ | ​ | ​ |
| Numerator: Earnings allocable to ordinary shares subject to possible redemption | ​ | ​ | ​ |
| Interest earned on marketable securities held in Trust Account | ​ | $ | 3,975 |
| Unrealized gain on marketable securities held in Trust Account | ​ | ​ | — |
| Net Income allocable to shares subject to redemption | ​ | $ | 3,975 |
| Denominator: Weighted Average Class A ordinary shares subject to possible redemption | ​ | ​ |
| Basic and diluted weighted average shares outstanding | ​ | ​ | 11,963,034 |
| Basic and diluted net income per share | ​ | $ | 0.00 |
| ​ | ​ | ​ | ​ |
| Non-redeemable ordinary shares | ​ | ​ | ​ |
| Numerator: Net Loss minus Net Earnings | ​ | ​ | ​ |
| Net income (loss) | ​ | $ | ( 101,998 ) |
| Less: Net income allocable to Class A ordinary shares subject to possible redemption | ​ | ​ | ( 3,975 ) |
| Non-Redeemable Net Loss | ​ | $ | ( 105,973 ) |
| Denominator: Weighted Average Non-Redeemable Ordinary Shares | ​ | ​ |
| Basic and diluted weighted average shares outstanding | ​ | ​ | 3,736,911 |
| Basic and diluted net loss per share | ​ | $ | ( 0.03 ) |

IBERE PHARMACEUTICALSNOTES TO CONDENSED FINANCIAL STATEMENTSMarch 31, 2021(Unaudited)​ Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. ​ ​​ NOTE 4. PUBLIC OFFERINGPursuant to the Initial Public Offering, the Company sold 13,800,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 1,800,000 Units, at a purchase price of $ 10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per share, subject to adjustment (see Note 9). ​ NOTE 5. PRIVATE PLACEMENTSimultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,835,000 Private Placement Warrants at a price of $ 1.00 per Private Placement Warrant, for an aggregate purchase price of $ 4,835,000 from the Company in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $ 11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants 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 difference between the initial fair value of $ 0.87 per Private Placement Warrants (or $ 4,206,450 ) (see Note 10) and the purchase of $ 1.00 per Private Placement Warrants of $ 628,500 was recorded in additional paid-in capital. ​ NOTE 6. RELATED PARTY TRANSACTIONSFounder SharesOn November 15, 2020, the Sponsor purchased 2,875,000 Class B ordinary shares (the “Founder Shares”) for an aggregate consideration of $ 25,000 . The Founder Shares included an aggregate of up to 450,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ overallotment was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20 % of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). On February 25, 2021, the Company effected a share dividend of 575,000 Class B ordinary shares, resulting in there being an aggregate of 3,450,000 Founder Shares outstanding. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture.The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a 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 shareholders having the right to exchange their ordinary shares for cash, securities or other property. 13
IBERE PHARMACEUTICALSNOTES TO CONDENSED FINANCIAL STATEMENTSMarch 31, 2021(Unaudited)​ Administrative Services AgreementThe Company entered into an agreement, commencing on February 25, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $ 10,000 per month for office space, utilities and secretarial and administrative support. For the three months ended March 31, 2021 the Company incurred and paid $ 10,000 in fees for these services.Promissory Note — Related PartyOn November 15, 2020, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $ 300,000 . The Promissory Note was non-interest bearing and payable on the earlier of (i) March 31, 2021 or (i) the consummation of the Initial Public Offering. As of March 31, 2021 and December 31, 2020, there was $ 5,959 and $ 169,000 , respectively, outstanding under the Promissory Note, which is currently due on demand.Related Party LoansIn order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would 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 a 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 a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $ 1.00 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company has not entered into any related party loans. ​ NOTE 7. COMMITMENTSRegistration and Shareholder RightsPursuant to a registration rights agreement entered into on February 25, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) have registration rights requiring the Company to register a sale of any of its securities held by them. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities under the Securities Act. In addition, the holders will have certain “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 14
IBERE PHARMACEUTICALSNOTES TO CONDENSED FINANCIAL STATEMENTSMarch 31, 2021(Unaudited)​ Underwriting AgreementThe underwriters are entitled to a deferred fee of $ 0.35 per Unit, or $ 4,830,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. ​ NOTE 8. SHAREHOLDERS’ EQUITYPreference Shares — The Company is authorized to issue 1,000,000 preference shares with a 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, 2021 and December 31, 2020, there were no preferred shares issued or outstanding.Class A Ordinary Shares — The Company is authorized to issue 300,000,000 Class A ordinary shares, with a par value of $ 0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At March 31, 2021, there were 1,811,119 Class A ordinary shares issued and outstanding, excluding 11,988,881 Class A ordinary shares subject to possible redemption. At December 31, 2020, there were no Class A ordinary shares issued or outstanding.Class B Ordinary Shares — The Company is authorized to issue 30,000,000 Class B ordinary shares, with a par value of $ 0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 3,450,000 Class B ordinary shares issued and outstanding.Prior to a Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of a Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders.The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering, plus the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, except that such conversion of Founder Shares will never occur on a less than one for one basis ​ NOTE 9. WARRANTSWarrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. 15
| ● | in whole and not in part; |
| ● | at a price of $ 0.01 per warrant; |
| ● | upon not less than 30 days ' prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and |
| ● | if, and only if, the reported closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. |

IBERE PHARMACEUTICALSNOTES TO CONDENSED FINANCIAL STATEMENTSMarch 31, 2021(Unaudited)​ $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. ​ NOTE 10. FAIR VALUE MEASUREMENTSThe Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 17
| Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
| Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
| Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
| ​ | ​ | ​ | ​ | ​ | ​ |
| Description | ​ | Level | March 31, 2021 |
| Assets: | ​ |
| Marketable securities held in Trust Account | 1 | ​ | $ | 138,004,575 |
| ​ | ​ | ​ | ​ | ​ | ​ |
| Liabilities: | ​ | ​ |
| Warrant Liability – Public Warrants | ​ | 3 | ​ | ​ | 5,451,000 |
| Warrant Liability – Private Placement Warrants | 3 | ​ | ​ | 4,061,400 |

| ​ | ​ | ​ | ​ | ​ |
| ​ | March 2, 2021 |
| ​ | ​ | (Initial |
| Input | ​ | Measurement) |
| Risk-free interest rate | ​ | 0.88 | % |
| Term in years | ​ | 6.0 | ​ |
| Expected volatility (before de-SPAC) | ​ | 5.0 | % |
| Expected volatility (after de-SPAC) | ​ | ​ | 25.0 | % |
| Exercise price | ​ | $ | 11.50 | ​ |
| Stock Price | ​ | $ | 9.70 | ​ |
| Probability of de-SPAC | ​ | ​ | 50.0 | % |
| ​ | ​ | ​ | ​ | ​ |
| Input | March 31, 2021 |
| Risk-free interest rate | ​ | 1.14 | % |
| Term in years | ​ | 5.9 | ​ |
| Expected volatility (before de-SPAC) | ​ | 5.0 | % |
| Expected volatility (after de-SPAC) | ​ | 25.0 | % |
| Exercise price | ​ | $ | 11.50 | ​ |
| Stock Price | ​ | $ | 9.50 | ​ |
| Probability of de-SPAC | ​ | 50.0 | % |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| ​ | Private Placement | Public | Warrant Liabilities |
| Fair value as of December 31, 2020 | ​ | $ | — | ​ | $ | — | ​ | $ | — |
| Initial measurement on March 2, 2021 (IPO) | ​ | 4,206,450 | ​ | ​ | 5,658,000 | ​ | ​ | 9,864,450 |
| Change in valuation inputs or other assumptions | ​ | ​ | ( 145,050 ) | ​ | ​ | ( 207,000 ) | ​ | ​ | ( 352,050 ) |
| Fair value as of March 31, 2021 | ​ | $ | 4,061,400 | ​ | $ | 5,451,000 | ​ | $ | 9,512,400 |

IBERE PHARMACEUTICALSNOTES TO CONDENSED FINANCIAL STATEMENTSMarch 31, 2021(Unaudited)​ Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three months ended March 31, 2021. ​ NOTE 11. SUBSEQUENT EVENTSThe Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. ​​​20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to Ibere Pharmaceuticals References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to PIPV Capital LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated in the Cayman Islands on October 22, 2020 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.
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 neither engaged in any operations nor generated any revenues to date. Our only activities from October 22, 2020 (inception) through March 31, 2020 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 three months ended March 31, 2021, we had a net loss of $101,998, which consists of formation and operating costs of $458,799 offset by change in fair value of warrants of $352,050, interest earned on marketable securities held in the Trust Account of $2,586, interest income from bank of $176 and an unrealized gain on marketable securities held in the Trust Account of $1,989.
21
Liquidity and Capital ResourcesOn March 2, 2021, we have completed the Initial Public Offering of 13,800,000 Units, at $10.00 per Unit, generating gross proceeds of $138,000,000. Simultaneously with the closing of the Initial Public Offering, we completed the sale of 4,835,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $4,835,000.Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Warrants, a total of $138,000,000 was placed in the Trust Account. We incurred $8,359,325 in Initial Public Offering related costs, including $2,760,000 of underwriting fees, $4,830,000 of deferred underwriting fees and $769,325 of other offering costs.For the three months ended March 31, 2021, net cash used in operating activities was $0.4 million. The net loss of $101,998 was affected by noncash charges related to the change in fair value of the warrant liability of approximately $0.4 million, and transaction costs incurred in connection with warrant liability of approximately $0.4 million. Changes in operating assets and liabilities used $352,431 of cash from operating activities.As of March 31, 2021, we had marketable securities held in the Trust Account of $138,004,575 (including approximately $4,575 of interest income and unrealized gains) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. As of March 31, 2021, we had cash of $1,217,248. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a 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 proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.Off-Balance Sheet ArrangementsWe have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating 22
off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.Contractual obligationsWe do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to the Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. We began incurring these fees on February 25, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.The underwriters are entitled to a deferred fee of $0.35 per Unit, or $4,830,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.Critical Accounting PoliciesThe preparation of condensed 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 income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:Warrant LiabilityThe Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte-Carlo simulation model.Ordinary Shares Subject to Possible RedemptionWe account for our ordinary shares subject to possible conversion in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our condensed balance sheets.23
Net Income (Loss) Per Ordinary ShareWe apply the two-class method in calculating earnings per share. Net income (loss) per ordinary share, basic and diluted for Class A ordinary shares subject to possible redemption is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, if any, by the weighted average number of shares of Class A ordinary shares subject to possible redemption outstanding for the period. Net income (loss) per ordinary share, basic and diluted for and non-redeemable ordinary shares is calculated by dividing net loss less income attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of shares of non-redeemable ordinary shares outstanding for the period presented.Recent Accounting StandardsIn August 2020, the FASB issued ASU No. 2020-06, ”Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on our financial statements.Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.​
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
​
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation and in light of the material weakness in internal controls described below, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective. Our internal control over financial reporting did not result in the proper accounting classification of the Private Placement Warrants and Public Warrants we issued in January 2021 which, due to its impact on our financial statements, we determined to be a material weakness. This matter was brought to our attention when the SEC issued the SEC Statement. The SEC Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those we issued at the time of our initial public offering in January 2021.
24
Changes in Internal Control over Financial ReportingDuring the fiscal quarter ended March 31, 2021, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management has identified a material weakness in internal controls related to the accounting for warrants issued in connection with the Initial Public Offering, as described above. Although we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.​PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
​
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our final prospectus for its Initial Public Offering filed with the SEC. As of the date of this Report, there have been no material changes to the risk factors disclosed in our final prospectus for its Initial Public Offering filed with the SEC, except for the below:
Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.
On April 12, 2021, the staff of the SEC (the “SEC Staff”) issued the Staff Statement, wherein the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to being treated as equity. Specifically, the Staff Statement focused on certain terms and provisions similar to those contained in the warrant agreement governing our warrants. As a result of the Staff Statement, we reevaluated the accounting treatment of our warrants, and pursuant to the guidance in ASC 815, Derivatives and Hedging (“ASC 815”), determined that the warrants should be classified as derivative liabilities measured at fair value on our balance sheet, with any changes in fair value from period to period to be reported in earnings on our statement of operations.
We have recorded our warrant liability at fair value as of the issuance of the warrants, as determined by us based upon a valuation report obtained from a third-party valuation firm. This warrant liability is subject to adjustment for changes in fair value during subsequent reporting periods, with each such change being reported as a non-cash gain or loss in our relevant statement of operations. The impact of such changes in fair value on our earnings, which may be material, may have an adverse effect on the market price of our securities. In addition, potential targets may seek a business combination partner that does not have warrants that are accounted for as liabilities, which may make it more difficult for us to consummate an initial business combination with a target business.
We have identified a material weakness in our internal control over financial reporting as of March 31, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
Following this issuance of the Staff Statement, after consultation with our management, our audit committee identified, in light of the Staff Statement, a material weakness in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable
25
possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. Measures to remediate material weaknesses may be time-consuming and costly and there is no assurance that such initiatives will ultimately have the intended effects. If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our share price may decline. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.As a result of the material weakness in our internal controls over financial reporting described above, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, we may face for the prospect of litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial reporting and the preparation of our financial statements, any of which claims could result in adverse effects to our business. As of the date hereof, we have no knowledge of any such litigation or dispute.As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable target and to consummate 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 targets 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. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether. Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination. In recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed. The premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. There can be no assurance that these trends will not continue. The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors. 26
In addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity will likely need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.​
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On March 2, 2021, we consummated the Initial Public Offering of 13,800,000 Units. The Units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $138,000,000. Raymond James & Associates, Inc. acted as sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (Nos. 333-252863 and 333-253552). The SEC declared the registration statements effective on February 25, 2021.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,835,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $4,835,000. Each whole Private Warrant is exercisable to purchase one Class A ordinary share at an exercise price of $11.50 per share. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The Private Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.
Of the gross proceeds received from the Initial Public Offering, the exercise of the over-allotment option and the Private Units, an aggregate of $138,000,000 was placed in the Trust Account.
We paid a total of $2,760,000 of underwriting fees and $769,325 for other costs and expenses related to the Initial Public Offering.
For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10- Q.
​
Item 3. Defaults Upon Senior Securities
None
​
Item 4. Mine Safety Disclosures
None
​
Item 5. Other Information
None
27
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| ​ |
| No. | Description of Exhibit |
| 3.1 | ​ | Amended and Restated Memorandum and Articles of Association, dated February 24, 2021. (1) |
| 4.1 | ​ | A Warrant Agreement, dated February 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (1) |
| 10.1 | ​ | Letter Agreement, dated February 25, 2021, by and among the Company, its officers, its directors and the Company’s sponsor, PIPV Capital LLC (the “Sponsor”). (1) |
| 10.2 | ​ | Investment Management Trust Agreement, dated February 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (1) |
| 10.3 | ​ | Registration Rights Agreement, dated February 25, 2021, by and between the Company and the Sponsor. (1) |
| 10.4 | ​ | Administrative Services Agreement, dated February 25, 2021, by and between the Company and the Sponsor. (1) |
| 10.5 | ​ | Sponsor Warrants Purchase Agreement, dated February 25, 2021, by and between the Company and the Sponsor. (1) |
| 31.1* | ​ | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | ​ | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1* | ​ | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2* | ​ | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS* | ​ | XBRL Instance Document |
| 101.SCH* | ​ | XBRL Taxonomy Extension Schema Document |
| 101.CAL* | ​ | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | ​ | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | ​ | XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE* | ​ | XBRL Taxonomy Extension Presentation Linkbase Document |

​
* Filed herewith.
(1) Previously filed as an exhibit to our Current Report on Form 8-K filed on February 25, 2021 and incorporated by reference herein.
​
​
28
| ​ | ​ | ​ |
| ​ | IBERE PHARMACEUTICALS |
| ​ | ​ | ​ |
| Date: July 16, 2021 | By: | /s/ Osagie Imasogie |
| ​ | Name: | Osagie Imasogie |
| ​ | Title: | Chief Executive Officer and Director |
| ​ | ​ | (Principal Executive Officer) |
| ​ | ​ | ​ |
| Date: July 16, 2021 | By: | /s/ Lisa Gray |
| ​ | Name: | Lisa Gray |
| ​ | Title: | Chief Financial Officer, Executive Vice President and Director |
| ​ | ​ | (Principal Financial and Accounting Officer) |


Question: How do we calculate the potential dilution to shareholders due to the exercise of outstanding Private Placement Warrants (in million shares) assuming all the funds in the Trust Account are used for a business combination?

Solution:
def solution():
     #Define variables name and value
    amount_in_trust_account = 138000000
    exercise_price_per_share = 11.5
    private_placement_warrants = 4835000

    #Do math calculation to get the answer
    potential_dilution = private_placement_warrants * exercise_price_per_share / amount_in_trust_account
    answer = potential_dilution
    return answer


Answer: 0.40291666666666665