What changed in this filing

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Item 1. Financial Statements

2022-11-14 compared with 2022-08-12 · 102 added, 72 removed, 374 unchanged (32% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current assets

9 unchanged sentences

Total current liabilities

Warrant liability

Warrant liabilities

Deferred underwriters’ discount

1 unchanged sentence

Commitments and Contingencies

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

Class A common stock subject to possible redemption, 27,600,000 shares as of September 30, 2022 and December 31, 2021, at redemption value of $ 10.03 and $ 10.00 , respectively

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 June 30, 2022 and December 31, 2021, respectively

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

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

Additional paid-in capital

10 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Formation and operating costs

Loss from operations

Other income (expense)

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

( 1,304,376 )

( 1,050,199 )

Other income (expense)

Unrealized loss on change in fair value of warrants

Offering costs allocated to warrant liabilities

1 unchanged sentence

Total other income (expense), net

( 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 net income per share, Class A common stock

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

Basic and diluted net income (loss) per share, 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 SIX MONTHS ENDED JUNE 30, 2022

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

Stockholders’

9 unchanged sentences

( 12,369,045 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

Accretion of Class A common stock to redemption value

Balance as of September 30, 2022 (unaudited)

( 11,584,404 )

( 11,551,714 )

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

Stockholders’

15 unchanged sentences

( 22,836,671 )

Balance as of September 30, 2021 (unaudited)

( 17,210,419 )

( 17,177,729 )

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

September 30,

Cash Flows from Operating Activities:

1 unchanged sentence

Interest earned on investments held in Trust Account

Unrealized gain on change in fair value of warrants

( 1,418,183 )

Unrealized loss on change in fair value of warrants

( 6,423,387 )

( 9,599,733 )

Offering costs allocated to warrant liabilities

1 unchanged sentence

Prepaid assets

Franchise tax payable

Franchise and income tax payable

Accrued expenses

4 unchanged sentences

( 276,000,000 )

Withdraw from Trust Account for tax obligations

Withdrawal from Trust Account for tax obligations

Net cash provided by (used in) investing activities

17 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

SEPTEMBER 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 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.

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

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

28 unchanged sentences

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

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.

As of September 30, 2022, the Company had $ 27,759 in its operating bank account, and working capital deficit of $ 930,301 (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 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.

The interim results for the three and nine months ended September 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

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 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.

The preparation of unaudited 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 unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability.

Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

1 unchanged sentence

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

The Company had approximately $ 28,000 and $ 497,000 in cash and did not have any cash equivalents as of September 30, 2022 and December 31, 2021.

Investments Held in Trust Account

9 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 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.

Accordingly, as of September 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

7 unchanged sentences

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:

As of September 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

6 unchanged sentences

Accretion of carrying value to redemption value

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

Net Income (Loss) Per Common Share

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

Net Income Per Common Share

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

Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period.

Net income per common share is computed by dividing net income by the weighted average number of common stock outstanding for the period.

The Company has two classes of common shares, which are referred to as Class A common stock and Class B common stock.

1 unchanged sentence

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 and six months ended June 30, 2022 and 2021.

No warrants were exercised during the three and nine months ended September 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 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.

As of September 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

For the Six Months Ended

June 30, 2022

For the Nine Months Ended

September 30, 2022

Basic and diluted net income per common share

3 unchanged sentences

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 )

For the Nine Months Ended

September 30,

Basic and diluted net income per common share:

Allocation of net income

Weighted-average shares outstanding

Basic and diluted net (loss) income per common share

Basic and diluted net income per common share

Fair Value of Financial Instruments

15 unchanged sentences

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.

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.

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

The Company’s tax rate was 12.62 % and 0.00 % for the three months ended September 30, 2022 and 2021, respectively, and 3.89 % and 0.00 % for the nine months ended September 30, 2022 and 2021, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the three and nine months ended September 30, 2022 and 2021, due to changes in 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.

2 unchanged sentences

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 June 30, 2022 and December 31, 2021.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 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.

10 unchanged sentences

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.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1% excise tax on certain repurchases of stock by publicly traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Recent Accounting Pronouncements

27 unchanged sentences

● if, and only if, the closing price of the common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination as described elsewhere in the IPO) for any 20 trading days within a 30 -trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders;

● 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.

● if the last sale price of the 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.

PRIVATE PLACEMENT

18 unchanged sentences

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

As of June 30, 2022 and December 31, 2021, the Company had no amounts outstanding borrowings under the promissory note.

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

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

Administrative Service Fee

1 unchanged sentence

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

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.

For the three and nine months ended September 30, 2022, $ 75,000 and $ 225,000 was recognized in the condensed statements of operations and has been paid.

For the three and nine months ended September 30, 2021, $ 191,964 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’ EQUITY (DEFICIT)

STOCKHOLDERS’ 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 June 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

At September 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 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.

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

At September 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.

4 unchanged sentences

RECURRING FAIR VALUE MEASUREMENTS

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

At September 30, 2022 and December 31, 2021, the Company’s warrant liability was valued at $ 961,413 and $ 7,384,800 , respectively.

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

1 unchanged sentence

This valuation is subject to re-measurement at each balance sheet date.

With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statement of operations.

The Company’s warrant liability for the Private Placement Warrants is based on a valuation model utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets.

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

At September 30, 2022, assets held in the Trust Account were comprised of $ 17,591 in cash and should be $ 277,138,779 only then if you add $ 17,591 will this tie back to the Balance sheet balance of 277,156,370 in U.S.

Treasury Bills.

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.

During the three and nine months ended September 30, 2022, the Company withdrew $ 341,500 in interest income from the Trust Account for tax obligation purposes.

At December 31, 2021, assets held in the Trust Account were comprised of $ 52 in cash and should be $ 276,079,635 only then if you add $ 52 will this tie back to the Balance sheet balance of 276,079,687 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 June 30, 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 September 30, 2022 and December 31, 2021:

Held-To-Maturity

June 30, 2022

September 30, 2022

Treasury Bill (Matures on 10/06/2022)

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 June 30, 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 September 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 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.

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

At September 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.

2 unchanged sentences

The key inputs into the valuation models was as follows:

September 30,

Risk-free interest rate

4 unchanged sentences

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.

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the Company’s assets and liabilities classified as level 3 for the three and nine months ended September 30, 2022 and September 30, 2021.

Fair Value at December 31, 2021

4 unchanged sentences

Fair Value at June 30, 2022

Change in fair value

Fair Value at September 30, 2022

Fair Value at issuance February 11, 2021

7 unchanged sentences

Fair Value at June 30, 2021

Change in fair value

( 2,270,400 )

Fair Value at September 30, 2021

SUBSEQUENT EVENTS

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.

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