What changed in this filing

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Item 1. Financial Statements

2022-08-12 compared with 2022-05-12 · 115 added, 78 removed, 331 unchanged (37% of the section changed)

11 unchanged sentences

Franchise tax payable

Income tax payable

Total current liabilities

3 unchanged sentences

Commitments and Contingencies

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

Class A common stock subject to possible redemption, 27,600,000 shares as of June 30, 2022 and December 31, 2021, at redemption value of $ 10.00

Stockholders’ Deficit:

4 unchanged sentences

280,000,000 shares authorized;

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

0 shares issued and outstanding (excluding 27,600,000 shares subject to possible redemption) as of June 30, 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 at March 31, 2022 and December 31, 2021

6,900,000 shares issued and outstanding at June 30, 2022 and December 31, 2021

Additional paid-in capital

9 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

For the Three

For the Three Months Ended

For the Six Months Ended

Formation and operating costs

1 unchanged sentence

Other income (expense)

Unrealized gain on change in fair value of warrants

Unrealized gain (loss) on change in fair value of warrants

( 3,655,467 )

Offering costs allocated to warrant liabilities

1 unchanged sentence

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

( 3,626,751 )

Income before provision for income taxes

( 4,025,194 )

Provision for income taxes

Net income (loss)

( 4,025,194 )

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

Basic and diluted net income (loss) per share, Class A common stock

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

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

Basic and diluted net income (loss) 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’ (DEFICIT) EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2022

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Stockholders’

5 unchanged sentences

( 14,156,462 )

FOR THE THREE MONTHS ENDED MARCH 31, 2021

(Accumulated)

Accretion of Class A common stock to redemption value

Balance — June 30, 2022 (unaudited)

( 12,401,735 )

( 12,369,045 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

Stockholders’

9 unchanged sentences

( 18,843,477 )

Proceeds received in excess of fair value for Working Capital Loan conversion into Private Placement Warrants

( 4,025,194 )

Balance as of June 30, 2021 (unaudited)

( 22,869,361 )

( 22,836,671 )

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

For the Three

Cash Flows from Operating Activities:

3 unchanged sentences

( 5,206,773 )

( 3,511,333 )

Offering costs allocated to warrant liabilities

4 unchanged sentences

Net cash used in operating activities

( 1,006,840 )

Cash Flows from Investing Activities:

Principal invested into Trust account

Withdraw from Trust Account for tax obligations

( 276,000,000 )

Withdraw from Trust Account for tax obligations

Net cash provided by (used in) investing activities

3 unchanged sentences

Proceeds from sale of Units, net of underwriter fee

Offering costs

Payment of offering costs

Proceeds from issuance of Private Placement Warrants

Proceeds from working capital loans

Borrowing from promissory note

5 unchanged sentences

Supplemental Disclosure of Non-cash Financing Activities:

Deferred underwriters’ discount payable

Deferred underwriters’ discount payable charged to additional paid in capital

Conversion of Working Capital Loans to Private Placement Warrants

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

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

JUNE 30, 2022

Note 1 — Organization and Business Operation

4 unchanged sentences

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 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.

As of June 30, 2022, the Company had not commenced any operations.

All activity for the period from November 17, 2020, the Company’s inception, through June 30, 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.

10 unchanged sentences

Following the closing of the IPO on February 11, 2021, $ 276,000,000 ($ 10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee and will be invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (“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 the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations, if any, the proceeds from the Company’s IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company does not complete an initial Business Combination within 24 months from the closing of the IPO, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100 % of its public shares if the Company has not consummated an initial business combination within 24 months from the closing of the IPO or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity.

15 unchanged sentences

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

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.

As of June 30, 2022, the Company had $ 7,758 in its operating bank account, and working capital deficit of $ 492,202 (excluding taxes payable which is funded by earnings from the Trust Account) 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.

9 unchanged sentences

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 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.

The interim results for the three and six months ended June 30,2022 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

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.

3 unchanged sentences

Use of Estimates

The preparation of 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 assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

The preparation of 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 assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

4 unchanged sentences

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 $ 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

The Company had approximately $ 8,000 and $ 497,000 in cash and did not have any cash equivalents as of June 30, 2022 and December 31, 2021.

Investments Held in Trust Account

The Company’s portfolio of investments held in the Trust Account is comprised of U.S.

8 unchanged sentences

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 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.

Accordingly, as of June 30, 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 limit 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.

4 unchanged sentences

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’ (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:

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

As of June 30, 2022 and December 31, 2021, the common stock subject to possible redemption reflected on the condensed balance sheets are reconciled in the following table:

Gross proceeds from IPO

4 unchanged sentences

Accretion of carrying value to redemption value

Class A common stock subject to possible redemption

Class A common stock subject to possible redemption, December 31, 2021

Accretion of carrying value to redemption value

Class A common stock subject to possible redemption, June 30, 2022

Net Income (Loss) Per Common Share

4 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 months ended March 31, 2022 and 2021.

No warrants were exercised during the three and six months ended June 30, 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 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.

As of June 30, 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.

1 unchanged sentence

For the Three Months Ended

March 31, 2022

March 31, 2021

For the Six Months Ended

June 30, 2022

Basic and diluted net income per common share

2 unchanged sentences

Basic and diluted net income per common share

For the Three Months Ended

For the Six Months Ended

Basic and diluted net (loss) income per common share:

Allocation of net (loss) income

( 3,220,155 )

Weighted-average shares outstanding

Basic and diluted net (loss) income per common share

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet, primarily due to its short-term nature, other than the derivative warrant liability.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature, other than the derivative warrant liability.

Derivative Financial Instruments

11 unchanged sentences

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company accounts for income taxes under FASB 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 condensed financial statements 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.

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements 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.

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.

As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it.

Our effective tax rate was 0.93 % and 0.00 % for the three months ended June 30, 2022 and 2021, respectively, and 0.37 % and 0.00 % for the six months ended June 30, 2022 and 2021, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability, and the valuation allowance on the deferred tax assets.

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.

1 unchanged sentence

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, 2022 and December 31, 2021.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 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.

The Company has identified the United States as its only significant tax jurisdiction.

The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes.

These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company has identified the United States as its only “major” tax jurisdiction.

The Company is subject to income taxation by major taxing authorities since inception.

These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

5 unchanged sentences

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.

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 condensed financial statements.

Recent Accounting Pronouncements

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

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments, which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.

ASU 2016-13 also requires additional disclosures regarding significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio.

The Company expects to adopt the provisions of this guidance on January 1, 2023.

The adoption is not expected to have a material impact on the Company’s condensed financial statements.

Besides the above, 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.

9 unchanged sentences

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.

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.

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.

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.

12 unchanged sentences

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.

12 unchanged sentences

On January 13, 2021, the Sponsor agreed to loan the Company up to an additional $ 50,000 to be used for a portion of the expenses of the IPO.

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

These loans are non-interest bearing, unsecured and were due at the earlier of June 30, 2021 or the closing of the IPO.

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.

As of June 30, 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 March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans.

As of June 30, 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 Secretary for a portion of their time spent on the Company’s affairs.

The Company has agreed, commencing on February 8, 2021, to pay $ 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 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.

For the three and six months ended June 30, 2022, $ 75,000 and $ 150,000 was recognized in the condensed statements of operations and has been paid.

For the three and six months ended June 30, 2021 $ 116,964 was recognized in the condensed statements of operations and has been paid.

COMMITMENTS AND CONTINGENCIES

6 unchanged sentences

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

STOCKHOLDERS’ (DEFICIT) EQUITY

STOCKHOLDERS’ EQUITY (DEFICIT)

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

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

At June 30, 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 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.

As of June 30, 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 March 31, 2022 and December 31, 2021, there were 6,900,000 shares of Class B common stock issued and outstanding.

At June 30, 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;

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

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.

At June 30, 2022 and December 31, 2021, the Company’s warrant liability was valued at $ 2,178,027 and $ 7,384,800 , respectively.

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

9 unchanged sentences

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.

At June 30, 2022, assets held in the Trust Account were comprised of $ 1,365 in cash and $ 276,242,465 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.

During the three and six months ended June 30, 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.

1 unchanged sentence

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:

The following table presents information about the Company’s gross holding gains and fair value of held-to-maturity securities at June 30, 2022 and December 31, 2021:

Held-To-Maturity

March 31, 2022

June 30, 2022

Treasury Bill (Matures on 07/07/2022)

1 unchanged sentence

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.

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Private Placement Warrants

6 unchanged sentences

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.

On June 30, 2022 and December 31, 2021 the fair value was remeasured.

At June 30, 2022 and December 31, 2021, the Company used a Monte Carlo simulation and modified Black-Scholes model, respectively, 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.

7 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 three months ended March 31, 2022 and March 31, 2021.

Market implied likelihood of IBC

(1) As of June 30, 2022 volatility is probability adjusted

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 and six months ended June 30, 2022 and June 30, 2021.

Fair Value at December 31, 2021

2 unchanged sentences

Fair Value at March 31, 2022

Change in fair value

Fair Value at June 30, 2022

Fair Value at issuance February 11, 2021

2 unchanged sentences

Fair Value at March 31, 2021

Public Warrants reclassified to level 2

( 9,200,000 )

Issuance of Private Placement Warrants upon conversion of Working Capital Loans

Change in fair value

Fair Value at June 30, 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.

The Company evaluated subsequent events and transactions that occurred after the condensed 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