What changed in this filing

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Item 1. Financial Statements

2022-05-12 compared with 2021-11-15 · 141 added, 211 removed, 268 unchanged (57% of the section changed)

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CONDENSED BALANCE SHEETS

September 30, 2021

December 31, 2020

Current assets

Deferred offering costs

Prepaid assets

2 unchanged sentences

Investments held in Trust Account

Liabilities and Stockholders’ Equity (Deficit)

Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit

Current liabilities:

1 unchanged sentence

Franchise tax payable

Due to related party

Promissory note – related party

Total current liabilities

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Commitments and Contingencies

Common stock subject to possible redemption, 27,600,000 and 0 shares as of September 30, 2021 and December 31, 2020, at redemption value of $ 10.00 , respectively

Stockholders’ Equity (Deficit):

Class A common stock subject to possible redemption, 27,600,000 shares as of March 31, 2022 and December 31, 2021, at redemption value of $ 10.00

Stockholders’ Deficit:

Preferred stock, $ 0.0001 par value;

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280,000,000 shares authorized;

0 shares issued and outstanding (excluding 27,600,000 and 0 shares subject to possible redemption) as of September 30, 2021 and December 31, 2020, respectively

0 shares issued and outstanding (excluding 27,600,000 shares subject to possible redemption) as of March 31, 2022 and December 31, 2021, respectively

Class B common stock, $ 0.0001 par value;

20,000,000 shares authorized;

6,900,000 shares issued and outstanding

6,900,000 shares issued and outstanding at March 31, 2022 and December 31, 2021

Additional paid-in capital

Retained earnings (accumulated deficit)

Accumulated deficit

( 14,189,152 )

Total stockholders’ equity (deficit)

( 16,962,545 )

Total Liabilities and Stockholders’ Equity (Deficit)

Total stockholders’ deficit

( 14,156,462 )

( 16,929,855 )

Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit

The accompanying notes are an integral part of the unaudited condensed financial statements.

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CONDENSED STATEMENTS OF OPERATIONS

three months ended

nine months ended

September 30, 2021

For the Three

Formation and operating costs

Loss from operations

( 1,050,199 )

Other income (expense)

Unrealized gain on change in fair value of warrants

Offering costs

Interest income

Total other income/(expense)

Basic weighted average shares outstanding, Class A common stock subject to possible redemption

Basic net income per share, Class A common stock subject to possible redemption

Diluted weighted average shares outstanding, Class A common stock

Diluted net income per share, Class A common stock

Basic weighted average shares outstanding, Class B common stock

Basic net income per share, Class B common stock

Diluted weighted average shares outstanding, Class B common stock

Diluted net income per share, Class B common stock

Offering costs allocated to warrant liabilities

Interest earned on investments held in Trust Account

Total other income (expense), net

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption

Basic and diluted net income per share, Class A common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, Class B common stock

Basic and diluted net income per share, Class B common stock

The accompanying notes are an integral part of the unaudited condensed financial statements.

PRIVETERRA ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2022

Stockholders’

Accumulated Deficit

Equity (Deficit)

Balance—December 31, 2020

Excess cash over fair value for Private Placement Warrants

Accretion of Class A common stock to redemption value

( 1,223,377 )

( 25,159,789 )

Balance — January 1, 2022

( 16,962,545 )

Balance as of March 31, 2021

( 16,929,855 )

Balance — March 31, 2022 (unaudited)

( 14,189,152 )

( 14,156,462 )

FOR THE THREE MONTHS ENDED MARCH 31, 2021

(Accumulated)

Stockholders’

Equity (Deficit)

Balance—December 31, 2020

Excess cash over fair value for Private Placement Warrants

Accretion of Class A common stock to redemption value

( 1,223,377 )

Excess cash received over the fair value of the converted working capital loan

Balance as of June 30, 2021

( 25,159,789 )

( 26,383,166 )

Balance as of September 30, 2021

Balance as of March 31, 2021 (unaudited)

( 18,844,167 )

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PRIVETERRA ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

CONDENSED STATEMENTS OF CASH FLOWS

For the Three

Cash Flows from Operating Activities:

3 unchanged sentences

( 7,166,800 )

Offering costs

Offering costs allocated to warrant liabilities

Changes in operating assets and liabilities:

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Franchise tax payable

Accounts payable and accrued expenses

Accrued expenses

Net cash used in operating activities

( 1,332,155 )

Cash Flows from Investing Activities:

Principal invested into Trust account

Withdraw from Trust Account for tax obligations

(276,000,000)

Net cash used in investing activities

Net cash provided by (used in) investing activities

( 276,000,000 )

4 unchanged sentences

Proceeds from issuance of Private Placement Warrants

Proceeds from working capital loans

Borrowing from promissory note

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Net Change in Cash

Cash, beginning of the period

Cash - Beginning of period

Cash - End of period

Supplemental Disclosure of Non-cash Financing Activities:

Deferred underwriters’ discount payable charged to additional paid in capital

Conversion of Working Capital Loans to Private Placement Warrants

Deferred underwriters’ discount payable

The accompanying notes are an integral part of the unaudited condensed financial statements.

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NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

MARCH 31, 2022

Note 1 — Organization and Business Operation

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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 September 30, 2021, the Company had not commenced any operations.

All activity for the period from November 17, 2020, the Company’s inception, through September 30, 2021, relates to the Company’s formation and the initial public offering (“IPO”) described below.

As of March 31, 2022, the Company had not commenced any operations.

All activity for the period from November 17, 2020, the Company’s inception, through March 31, 2022, relates to the Company’s formation and the initial public offering (“IPO”), described below, and identifying a target company for a business combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO and unrealized gains and losses on the change in fair value of it warrants.

The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO and unrealized gains and losses on the change in fair value of it warrants.

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

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Transaction costs of the IPO amounted to $ 15,630,212 consisting of $ 5,520,000 of underwriting fees, $ 9,660,000 of deferred underwriting fees, and $ 450,212 of other offering costs.

Of the transaction costs, $ 655,046 is included in offering costs on the condensed statements of operations and $ 14,975,166 is included in equity.

Of the transaction costs, $ 655,046 is included in offering costs on the statements of operations and $ 14,975,165 is included in equity.

Trust Account

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Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

Liquidity and Capital Resources

Liquidity, Capital Resources and Going Concern

The Company’s liquidity needs up to February 11, 2021, the date of the IPO, had been satisfied through a capital contribution from the Sponsor of $ 25,000 (see Note 5) for the founder shares and the loans under an unsecured promissory note from the Sponsor of $ 73,295 (see Note 5).

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The Company’s IPO was on February 11, 2021.

As of September 30, 2021, the Company had $ 663,540 in its operating bank account, and working capital of $ 954,716 (excluding taxes payable which is funded by earnings from the Trust Account).

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.

Over this time period, the Company will be using the working capital for identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Note 2 — Revision of Previously Issued Financial Statements

In the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain stockholders’ equity greater than $ 5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $ 5,000,001 .

Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets.

Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets.

Management re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification of public shares.

Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial business combination.

In accordance with SEC Staff Accounting Bulletin No.

99, “Materiality,” and SEC Staff Accounting Bulletin No.

108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impacts were not material to any previously presented financial statements.

Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be revised to report all public shares as temporary equity.

As such the Company is revising those periods in this Quarterly Report.

In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares.

This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company.

Impact of the Revision

The impact to the financial statements as of June 30, 2021, March 31, 2021 and February 11, 2021 is presented below:

Condensed Balance Sheet as of June 30, 2021

Class A common stock, $ 0.0001 par value;

stock subject to possible redemption at redemption value of $ 10.00

Stockholders’ equity

Class A common stock - $ 0.0001 par value

Class B common stock - $ 0.0001 par value

Additional paid-in capital

( 2,676,613 )

Accumulated deficit

( 25,159,789 )

( 22,869,361 )

Total stockholders’ equity (deficit)

( 27,836,680 )

( 22,836,671 )

Class A Shares subject to possible redemption

Condensed Statement Of Operations for the Three Months Ended June 30, 2021 and the Period from February 17, 2021 Through June 30,2021

Basic and diluted net loss per common share – Class A common stock for the three months ended June 30, 2021

Basic and diluted net loss per common share – Class B common stock for the three months ended June 30, 2021

Basic and diluted net income per share for the six months ended June 30, 2021

Basic and diluted net income per common share – Class B common stock for the six months ended June 30, 2021

Condensed Statement Of Cash Flows For The Six Months Ended June 30, 2021

Initial value of Class A common stock subject to possible redemption, as corrected

Change in value of Class A common stock subject to possible redemption

( 2,951,500 )

Condensed Balance Sheet as of March 31, 2021

Class A common stock, $ 0.0001 par value;

stock subject to possible redemption at redemption value of $ 10.00

Stockholders’ equity

Class A common stock - $ 0.0001 par value

Class B common stock - $ 0.0001 par value

Additional paid-in capital

Accumulated deficit

( 23,843,217 )

( 18,844,167 )

Total stockholders’ equity (deficit)

( 23,843,478 )

( 18,843,477 )

Shares subject to possible redemption

Condensed Statement Of Operations for the three months ended March 31,2021

Basic and diluted net income per common share – Class A common stock for the three months ended March 31, 2021

Basic and diluted net income per common share – Class B common stock for the three months ended March 31, 2021

Condensed Statement Of Cash Flows For The Three Months Ended March 31, 2021

Initial value of Class A common stock subject to possible redemption, as corrected

Change in value of Class A common stock subject to possible redemption

( 2,951,500 )

Balance Sheet as of February 11, 2020

Class A common stock, $ 0.0001 par value;

stock subject to possible redemption at redemption value of $ 10.00

Stockholders’ equity

Class A common stock - $ 0.0001 par value

Class B common stock - $ 0.0001 par value

Additional paid-in capital

( 5,666,502 )

Accumulated deficit

( 25,121,820 )

( 25,788,866 )

Total stockholders’ equity (deficit)

( 30,788,180 )

( 25,788,176 )

Class A Shares subject to possible redemption

Note 3 — Significant Accounting Policies

As of March 31, 2022, the Company had $ 166,243 in its operating bank account, and working capital deficit of $ 284,498 (excluding taxes payable which is funded by earnings from the Trust Account).

The Company has approximately $166,000 in cash and approximately $ 791,843 in current liabilities as of March 31, 2022 and has incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans.

Additionally, the Company has until February 11, 2023 to consummate a Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements– Going Concern,” Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.

The Company intends to complete a Business Combination before the mandatory liquidation date.

No adjustments have been made to the carrying amounts of assets or liabilities

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 25, 2022, which contains the audited financial statements and notes thereto.

The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

The interim results for the three months ended March 31,2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.

Emerging Growth Company Status

The 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 stockholder approval of any golden parachute payments not previously approved.

The 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 stockholder 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.

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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 condensed 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.

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 Estimates

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The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had approximately $ 663,540 in cash and did not have any cash equivalents as of September 30, 2021.

At December 31, 2020 the Company had no cash or cash equivalents.

The Company had approximately $ 166,243 and $ 497,412 in cash and did not have any cash equivalents as of March 31, 2022 and December 31, 2021.

Marketable Securities Held in Trust Account

2 unchanged sentences

government securities, or a combination thereof.

The Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information

The Company classifies its U.S.

Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts.

Offering Costs associated with the Initial Public Offering

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Offering costs are charged to temporary equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO.

Accordingly, as of September 30, 2021, offering costs totaling $ 15,630,212 (consisting of $ 5,220,000 of underwriting discount, $ 9,660,000 of deferred underwriting discount, and $ 450,212 of other offering costs) were recognized with $ 655,046 which was allocated to the Public Warrants and Private Warrants, included in the statement of operations and $ 14,975,166 included in temporary equity.

Accordingly, as of March 31, 2022, offering costs totaling $ 15,630,212 (consisting of $ 5,220,000 of underwriting discount, $ 9,660,000 of deferred underwriting discount, and $ 450,212 of other offering costs) were recognized with $ 655,046 which was allocated to the Public Warrants and Private Warrants, included in the statement of operations and $ 14,975,166 included in temporary equity.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

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The Company’s Class A common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet.

As of September 30, 2021, the common stock reflected on the balance sheet are reconciled in the following table:

Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ (deficit) equity section of the Company’s condensed balance sheets.

As of March 31, 2022 and December 31, 2021, the common stock subject to possible redemption reflected on the balance sheet are reconciled in the following table:

Gross proceeds from IPO

1 unchanged sentence

( 11,408,000 )

Common stock issuance costs

Class A common stock issuance costs

( 14,975,165 )

Accretion of carrying value to redemption value

Contingently redeemable common stock

Net Income Per Common Share

Class A common stock subject to possible redemption

Net Income (Loss) Per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

3 unchanged sentences

Private and public warrants to purchase 14,480,000 Class A common stock at $ 11.50 per share were issued on February 8, 2021.

No warrants were exercised during the three or nine months ended September 30, 2021.

No warrants were exercised during the three months ended March 31, 2022 and 2021.

The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events.

As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company As a result, diluted net income per common share is the same as basic net income per common share for the periods.

As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company As a result, diluted net income per common share is the same as basic net income per common share for the periods.

Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

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For the Three Months Ended

For the nine months ended

September 30, 2021

Basic and diluted net income per share

For the Three Months Ended

March 31, 2022

March 31, 2021

Basic and diluted net income per common share

Allocation of net income

Weighted-average shares outstanding

Basic and diluted net income per share

Basic and diluted net income per common share

Fair Value of Financial Instruments

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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.

The deferred taxes were de minimums as of September 30, 2021 and December 31, 2020.

The deferred taxes were de minimums as of March 31, 2022 and December 31, 2021.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in the Company’s condensed financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return.

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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 September 30, 2021 and December 31, 2020.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements.

The specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No.

2020-06, Debt --Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’ Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

The Company adopted ASU 2020-06 on January 1, 2021.

Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

Note 4 — Initial Public Offering

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted.

would have a material effect on the accompanying condensed financial statements.

INITIAL PUBLIC OFFERING

On February 11, 2021, the Company sold 27,600,000 Units, at a purchase price of $ 10.00 per Unit, which includes the full exercise by the underwriters of their option to purchase an additional 3,600,000 Units at $ 10.00 per Unit.

Each Unit was sold at $10.00 and consisted of one share of Class A common stock, and one -third warrant to purchase one share of Class A common stock (“Public

Each Unit was sold at $10.00 and consisted of one share of Class A common stock, and one -third warrant to purchase one share of Class A common stock (“Public Warrant”).

Each whole Public Warrant entitles the holder thereof to purchase one share of common stock at a price of $ 11.50 per share, subject to adjustment.

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Warrants — Each whole warrant entitles the holder to purchase one Class A common stock at a price of $ 11.50 per share, subject to adjustment as discussed herein.

In addition, if (x) the Company issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per share of Class A common stock (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 initial stockholders or their affiliates, without taking into account any founder shares held by the initial stockholders 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial 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 described under “— Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any founder shares held by the initial stockholders 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial 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 described under “— Redemption of warrants” 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 warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

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● if the last sale price of our Class A common stock is less than $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms (except as described above with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above.

Note 5 — Private Placement

PRIVATE PLACEMENT

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,213,333 Private Placement Warrants, at a price of $ 1.50 per Private Placement Warrant, for an aggregate purchase price of $ 7,820,000 .

Each Private Placement Warrant was identical to the Public Warrants sold in the IPO, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, and (iii) may be exercised by the holders on a cashless basis.

The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100 % of its public shares if the Company does not complete its initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time) from the closing of the Company’s IPO on February 11, 2021 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time) from the closing of the Company’s IPO on February 11, 2021.

The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and

public shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100 % of its public shares if the Company does not complete its initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time) from the closing of the Company’s IPO on February 11, 2021 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time) from the closing of the Company’s IPO on February 11, 2021.

In addition, the Company’s Sponsor has agreed to vote any founder shares held by them and any public shares purchased during or after the Company’s IPO (including in open market and privately negotiated transactions) in favor of the Company’s initial Business Combination.

Note 6 — Related Party Transactions

RELATED PARTY TRANSACTIONS

Founder Shares

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These loans are non-interest bearing, unsecured and were due at the earlier of March 31, 2021 or the closing of the IPO.

loan was repaid upon the closing of the IPO out of the offering proceeds.

As of September 30, 2021 and December 31, 2020, the Company had $ 0 and $ 38,588 borrowings under the promissory note.

The loan was repaid upon the closing of the IPO out of the offering proceeds.

As of March 31, 2022 and December 31, 2021, the Company had no amounts outstanding borrowings under the promissory note.

Additionally, this note is no longer available to the Company.

6 unchanged sentences

In June 2021 the Company had $ 100,000 of Working Capital Loans outstanding which were converted into 66,667 Working Capital Warrants.

As of September 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans.

As of March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans.

Administrative Service Fee

The Company has agreed, commencing on February 8, 2021, to pay up to $ 25,000 per month for administrative and other services, of which $ 10,000 per month will be paid to the Sponsor for office space and administrative services provided to members of the management team and up to $ 15,000 will be used to compensate the Company’s Chief Operating Officer and Chief Financial Officer and Chief Legal Officer and Secretary for a portion of their time spent on the Company’s affairs.

The Company has agreed, commencing on February 8, 2021, to pay up to $ 25,000 per month for administrative and other services, of which $ 10,000 per month will be paid to the Sponsor for office space and administrative services provided to members of the management team and up to $ 15,000 will be used to compensate the Company’s Chief Operating Officer and Chief Financial Officer and Secretary for a portion of their time spent on the Company’s affairs.

Upon completion of the Company’s Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

For the nine months ended September 30, 2021 $ 191,964 was recognized in the condensed statements of operations and has been paid.

Due to Related Party

The Sponsor or an affiliate of the sponsor occasionally incurs expenses on behalf of the Company.

The liability is non-interest bearing, due on demand, and as of September 30, 2021, an aggregate of $ 3,495 remains payable.

Note 7 — Commitments and Contingencies

For the three months ended March 31, 2022, $ 75,000 was recognized in the condensed statements of operations and has been paid.

For the three months ended March 31, 2021 $ 41,965 was recognized in the statement of operations and $ 50,000 had been paid.

COMMITMENTS AND CONTINGENCIES

Underwriters Agreement

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In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company.

Note 8 — Stockholders’ Deficit

STOCKHOLDERS’ (DEFICIT) EQUITY

Preferred Stock — The Company is authorized to issue a total of 1,000,000 preferred shares at par value of $ 0.0001 each.

At September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

At March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock— The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

As of September 30, 2021 and December 31, 2020, there were no shares of Class A common stock issued or outstanding (excluding 27,600,000 and 0 shares subject to redemption), respectively.

As of March 31, 2022 and December 31, 2021, there were no shares of Class A common stock issued or outstanding (excluding 27,600,000 shares subject to redemption), respectively.

Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

Holders are entitled to one vote for each share of Class B common stock.

At September 30, 2021 and December 31, 2020, there were 6,900,000 shares of Class B common stock issued and outstanding.

At March 31, 2022 and December 31, 2021, there were 6,900,000 shares of Class B common stock issued and outstanding.

Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law.

1 unchanged sentence

The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one -for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20 % of the total number of Class A common stock outstanding after such conversion (after giving effect to any redemptions of Class A common stock by public stockholders), including the total number of Class A common stock 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 the initial Business Combination, excluding any Class A common stock or equity-linked securities exercisable for or convertible into Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans;

any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans;

provided that such conversion of founder shares will never occur on a less than one-for-one basis.

Note 9 —Recurring Fair Value Measurements

At September 30, 2021, the Company’s warrant liability was valued at $ 8,497,200 .

RECURRING FAIR VALUE MEASUREMENTS

At March 31, 2022 and December 31, 2021, the Company’s warrant liability was valued at $ 4,351,920 and $ 7,384,800 , respectively.

Under the guidance in ASC 815-40 the Warrants do not meet the criteria for equity treatment.

6 unchanged sentences

The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy.

Substantially all of the Company’s trust assets on the condensed balance sheet consist of U.

Treasury Securities which are classified as cash equivalents.

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Investments held in Trust Account – U.S.

Treasury Securities

The Company classifies its U.S.

Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At March 31, 2022, assets held in the Trust Account were comprised of $ 1,365 in cash and $ 275,848,925 in U.S.

Treasury Bills.

During the three months ended March 31, 2022, the Company withdrew $ 80,500 in interest income from the Trust Account for tax obligation purposes.

At December 31, 2021, assets held in the Trust Account were comprised of $ 53 in cash and $ 276,080,909 in U.S.

Treasury Bills.

During the year ended December 31, 2021, the Company did not withdraw interest income from the Trust Account.

The following table presents information about the Company’s gross holding gains and fair value of held-to-maturity securities at March 31, 2022 and December 31, 2021:

Held-To-Maturity

March 31, 2022

Treasury Bill (Matures on 07/07/2022)

December 31, 2021

Treasury Bill (Matures on 01/06/2022)

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Private Placement Warrants

Public Warrants

The Company established the initial fair value for the Warrants on February 11, 2021, the date of the consummation of the Company’s IPO.

On September 30, 2021 the fair value was remeasured.

At September 30, 2021, the Company used a modified Black-Scholes model to value the Private Placement Warrants.

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Private Placement Warrants

Public Warrants

The Company established the initial fair value for the Warrants on February 11, 2021, the date of the consummation of the Company’s IPO using a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants.

The Warrants were initially classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs.

In April 2021, the Public Warrants began trading in the open market and were reclassified to Level 1.

On March 31, 2022 and December 31, 2021 the fair value was remeasured.

At March 31, 2022 and December 31, 2021, the Company used a modified Black-Scholes model to value the Private Placement Warrants.

The Private Placement Warrants were classified within Level 3 of the fair value hierarchy at the measurement date due to the use of unobservable inputs.

1 unchanged sentence

Significant deviations from these estimates and inputs could result in a material change in fair value.

In April 2021, the Public Warrants began trading in the open market and were reclassified to Level 1.

The key inputs into the modified Black-Scholes model were as follows at September 30, 2021:

September 30, 2021

The key inputs into the valuation models was as follows:

Risk-free interest rate

3 unchanged sentences

Exercise price

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our assets and liabilities classified as level 3 for the period ended September 30, 2021.

Fair value at issuance February 11, 2021

Public Warrants reclassified to level 1 (1)

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our assets and liabilities classified as level 3 for the three months ended March 31, 2022 and March 31, 2021.

Fair Value at December 31, 2021

Change in fair value

( 1,100,880 )

Issuance of Private Placement Warrants upon conversion of Working Capital Loans

Fair Value at March 31, 2022

Fair Value at issuance February 11, 2021

Change in fair value

( 7,166,800 )

Fair Value at September 30, 2021

(1) Assumes the Public Warrants were reclassified on June 30, 2021.

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statement 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.

Fair Value at March 31, 2021

SUBSEQUENT EVENTS

The 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 additional subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements