What changed in this filing

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Item 1. Financial Statements

2021-11-15 compared with 2021-08-12 · 744 added, 628 removed, 110 unchanged (93% of the section changed)

1 unchanged sentence

HOLDINGS, INC.

BALANCE SHEETS

CONDENSED BALANCE SHEETS

September 30,

Current assets:

4 unchanged sentences

$ 232,279,953

Liabilities and Stockholders’ Equity:

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

Current liabilities:

3 unchanged sentences

Total current liabilities

Derivative warrant liabilities

Deferred underwriting commissions

Derivative warrant liabilities

Total Liabilities

Commitments and Contingencies

Class A common stock, $ 0.0001 par value;

19,997,415 and 19,322,943 shares subject to possible redemption at $ 10.00 per share as of June 30, 2021 and December 31, 2020, respectively

Stockholders’ Equity:

Class A common stock subject to possible redemption, $ 0.0001 par value;

23,000,000 shares at $ 10.00 per share at redemption as of September 30, 2021 and December 31, 2020

Stockholders’ Deficit:

Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

1 unchanged sentence

100,000,000 shares authorized

3,002,585 and 3,677,057 shares issued and outstanding (excluding 19,997,415 and 19,322,943 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively

Class B common stock, $ 0.0001 par value;

10,000,000 shares authorized;

5,750,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020

Additional paid-in capital

Retained earnings (accumulated deficit)

5,750,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020

Accumulated deficit

( 19,048,122 )

Total stockholders’ equity

Total Liabilities and Stockholders’ Equity

( 31,771,139 )

Total stockholders’ deficit

( 19,047,547 )

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

( 31,770,564 )

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

$ 231,228,056

$ 232,279,953

The accompanying notes are an integral part

of these unaudited condensed financial statements.

HOLDINGS, INC.

CONDENSED STATEMENTS OF OPERATIONS

For the Three

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

For The Three and Nine Months Ended September

September 30,

General and administrative expenses

2 unchanged sentences

( 2,070,688 )

( 1,822,683 )

Other income (expense)

Change in fair value of derivative warrant liabilities

( 2,901,000 )

Gain on investments held in Trust Account

Net (loss) income

$ ( 4,298,692 )

Weighted average shares outstanding of Class A common stock

1 unchanged sentence

Weighted average shares outstanding of Class B common stock

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

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

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

The accompanying notes are an integral part

of these unaudited condensed financial statements.

HOLDINGS, INC.

CONDENSED STATEMENT OF

CHANGES IN STOCKHOLDERS’ EQUITY

The Three and Six Months Ended June 30, 2021

UNAUDITED CONDENSED STATEMENT OF CHANGES IN

STOCKHOLDERS’ EQUITY

For The Three and Nine Months Ended September

Stockholders’

1 unchanged sentence

$ ( 31,771,139 )

Common stock subject to possible redemption

$ ( 31,770,564 )

Balance - March 31, 2021

$ ( 20,727,723 )

$ ( 20,727,148 )

- March 31, 2021 (unaudited)

Common stock subject to possible redemption

( 4,298,692 )

- June 30, 2021 (unaudited)

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

Balance - June 30, 2021

$ ( 25,026,415 )

$ ( 25,025,840 )

Balance - September 30, 2021

$ ( 19,048,122 )

$ ( 19,047,547 )

The accompanying notes are an integral part

of these unaudited condensed financial statements.

HOLDINGS, INC.

CONDENSED STATEMENT OF CASH FLOWS

The Six Months Ended June 30, 2021

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

For The Nine Months Ended September 30, 2021

Cash Flows from Operating Activities:

12 unchanged sentences

Cash - end of the period

Supplemental disclosure of noncash activities:

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

$ ( 6,744,720 )

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

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

1—Description of Organization and Business Operations

The accompanying notes are an integral part

of these unaudited condensed financial statements.

HOLDINGS, INC.

(the “Company”) was incorporated as a Delaware corporation on September 18, 2020.

The Company was

formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar

business combination with one or more businesses (the “Business Combination”).

The Company is an early stage and emerging

growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2021,

the Company has not commenced any operations.

All activity for the period from September 18, 2020 (inception) through June 30, 2021 has

been related to the Company’s formation and the initial public offering (“Initial Public Offering”) described below,

and since the offering, the search for a prospective Initial Business Combination.

The Company will not generate any operating revenue

until after the completion of its Initial Business Combination, at the earliest.

The Company generates non-operating income in the form

of income earned on investments held in the Trust Account (as defined below) and is subject to non-cash fluctuations for changes in the

fair value of derivative warrant liabilities in its unaudited condensed statements of operations.

The Company has selected December 31

as its fiscal year end.

and Financing

Company’s sponsor is 7GC & CO.

Holdings LLC, a Delaware limited liability company (the “Sponsor”).

The registration

statement for the Company’s Initial Public Offering was declared effective on December 22, 2020.

On December 28, 2020, the Company

consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included

in the Units being offered, the “Public Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment

Units”), at $ 10.00 per Unit, generating gross proceeds of $ 230.0 million, and incurring offering costs of approximately $ 13.2 million,

of which approximately $ 8.1 million was for deferred underwriting commissions (Note 5).

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,350,000

warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price

of $ 1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $ 7.4 million (Note 4).

the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial

Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”)

in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and 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 money

market funds meeting certain conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company

Act”), which invest only in direct U.S, government treasury obligations until the earlier of:

(i) the consummation of a Business

Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1-Description of Organization and Business

Organization and General

Holdings, Inc.

(the “Company”)

was incorporated as a Delaware corporation on September 18, 2020.

The Company was formed for the purpose of effectuating a merger, capital

stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the

“Business Combination”).

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward

consummating a Business Combination.

Nasdaq rules provide that the Business Combination must be with one or more target businesses that

together have a fair market value equal to at least 80 % of the balance in the Trust Account (excluding the deferred underwriting commissions

and taxes payable on income earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination.

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding

voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register

as an investment company under the Investment Company Act.

There is no assurance that the Company will be able to successfully effect

a Business Combination.

Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem

all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholders meeting

called to approve the Business Combination or (ii) by means of a tender offer.

In connection with a proposed Business Combination, the

Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which public stockholders may

seek to redeem their shares, regardless of whether they vote for or against a Business Combination.

The Company will proceed with a Business

Combination only if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon such consummation

of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor

of the Business Combination.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,

the Company’s Amended and Restated Certificate of Incorporation provides that, a Public Stockholder, together with any affiliate

of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under

Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption

rights with respect to 15 % or more of the Public Shares without the Company’s prior written consent.

Public Stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially

$ 10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company

to pay its tax obligations).

The per-share amount to be distributed to Public Stockholders who redeem their shares will not be reduced

by the deferred underwriting commissions the Company will pay to the representative of the underwriters (as discussed in Note 5).

will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

of Class A common stock are recorded at a redemption value and classified as temporary equity, in accordance with Accounting Standards

Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the

Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules

of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same

information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

Company’s Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after

the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated

certificate of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business

Combination unless the Company provides dissenting Public Stockholders with the opportunity to redeem their Public Shares in conjunction

with any such amendment;

securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination

(or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval

in connection therewith) or a vote to amend the provisions of the amended and restated certificate of incorporation relating to stockholders’

rights of pre-Business Combination activity and (d) that the Founder Shares and Private Placement Warrants (including underlying securities)

shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated.

However, the Sponsor

will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the

Initial Public Offering if the Company fails to complete its Business Combination.

the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or December

28, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii)

as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable

in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust

Account and not previously released to the Company to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided

by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders

(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors,

proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations

to provide for claims of creditors and the requirement of applicable law.

The representative of the underwriters has agreed to waive

its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination

within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be

available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of

the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products

sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality

or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00

per public share and (ii) the actual amount per public share held in the Trust Account as of the day of liquidation of the Trust Account,

if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will

not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in

the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of

the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933,

as amended (the “Securities Act”).

However, we have not asked the Sponsor to reserve for such indemnification obligations,

nor have we independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations.

None of the Company’s

officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective

target businesses.

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 has not

commenced any operations.

All activity for the period from September 18, 2020 (inception) through September 30, 2021, has been related

to the Company’s formation and the initial public offering (“Initial Public Offering”) described below, and since the

offering, the search for a prospective Initial Business Combination.

The Company will not generate any operating revenue until after

the completion of its Initial Business Combination, at the earliest.

The Company generates non-operating income in the form of income

earned on investments held in the Trust Account (as defined below) and is subject to non-cash fluctuations for changes in the fair value

of derivative warrant liabilities in its unaudited condensed statements of operations.

The Company has selected December 31 as its fiscal

Sponsor and Financing

The Company’s sponsor is 7GC & CO.

Holdings LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for the Company’s Initial

Public Offering was declared effective on December 22, 2020.

On December 28, 2020, the Company consummated its Initial Public Offering

of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public

Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $ 10.00 per

Unit, generating gross proceeds of $ 230.0 million, and incurring offering costs of approximately $ 13.2 million, of which approximately

$ 8.1 million was for deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the private placement (“Private Placement”) of 7,350,000 warrants (each, a “Private

Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $ 1.00 per Private Placement Warrant

to the Sponsor, generating proceeds of approximately $ 7.4 million (Note 4).

Trust Account

Upon the closing of the Initial Public Offering

and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds

of the Private Placement was placed in a trust account (the “Trust Account”) in the United States, with Continental Stock

Transfer & Trust Company acting as trustee, and 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 money market funds meeting certain conditions of Rule 2a-7

of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S, government

treasury obligations until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution of the funds in the

Trust Account to the Company’s stockholders, as described below.

Initial Business Combination

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Warrants,

although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to

at least 80 % of the balance in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned

on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination.

The Company will only complete

a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of

the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment

company under the Investment Company Act.

There is no assurance that the Company will be able to successfully effect a Business Combination.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company will provide its holders of the outstanding

Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the

completion of a Business Combination either (i) in connection with a stockholders meeting called to approve the Business Combination

or (ii) by means of a tender offer.

In connection with a proposed Business Combination, the Company may seek stockholder approval of

a Business Combination at a meeting called for such purpose at which public stockholders may seek to redeem their shares, regardless

of whether they vote for or against a Business Combination.

The Company will proceed with a Business Combination only if the Company

has net tangible assets of at least $ 5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if

the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

If the Company seeks stockholder approval of

a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated

Certificate of Incorporation provides that, a Public Stockholder, together with any affiliate of such stockholder or any other person

with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15 % or more

of the Public Shares without the Company’s prior written consent.

The Public Stockholders will be entitled to redeem

their shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.00 per share, plus any pro rata interest earned

on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The per-share amount to

be distributed to Public Stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company

will pay to the representative of the underwriters (as discussed in Note 5).

There will be no redemption rights upon the completion of

a Business Combination with respect to the Company’s warrants.

These shares of Class A common stock are recorded at a redemption

value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity.”

If a stockholder vote is not required and the

Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and

Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission

(the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy

statement with the SEC prior to completing a Business Combination.

The Company’s Sponsor has agreed (a) to

vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of

a Business Combination, (b) not to propose an amendment to the Company’s amended and restated certificate of incorporation with

respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company

provides dissenting Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment;

not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right

to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares

in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith)

or a vote to amend the provisions of the amended and restated certificate of incorporation relating to stockholders’ rights of

pre-Business Combination activity and (d) that the Founder Shares and Private Placement Warrants (including underlying securities) shall

not participate in any liquidating distributions upon winding up if a Business Combination is not consummated.

However, the Sponsor will

be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial

Public Offering if the Company fails to complete its Business Combination.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

If the Company is unable to complete a Business

Combination within 24 months from the closing of the Initial Public Offering, or December 28, 2022 (the “Combination Period”),

the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than

ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on

deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company

to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares,

which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further

liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation

and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirement

of applicable law.

The representative of the underwriters has agreed to waive its rights to the deferred underwriting commission held

in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event,

such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be

less than the Initial Public Offering price per Unit ($ 10.00 ).

The Sponsor has agreed that it will be liable

to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective

target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business

combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the

actual amount per public share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share

due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by

a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether

or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial

Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities

However, we have not asked the Sponsor to reserve for such indemnification obligations, nor have we independently verified

whether the Sponsor has sufficient funds to satisfy its indemnity obligations.

None of the Company’s officers or directors will

indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Liquidity and Going Concern

of June 30, 2021, the Company had approximately $ 1.0 million of cash in its operating account and working capital of approximately $ 386,000

(excluding tax obligations of approximately $ 73,000 that may be paid using investment income earned in Trust Account).

Company’s liquidity prior to the consummation of the Initial Public Offering were satisfied through a payment of $ 25,000 from the

Sponsor to purchase Founder Shares (as defined in Note 4), and loan proceeds from the Sponsor of $ 150,000 under the Note (Note 4).

Company repaid the Note in full on December 28, 2020.

Subsequent to the consummation of the Initial Public Offering, the Company’s

liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement

held outside of the Trust Account.

The Company has incurred

and expects to incur significant costs in pursuit of its financing and acquisition plans which resulted in the Company’s accrued

expenses being greater than the cash balance in its operating account.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern within one year after the date that the financial statements are issued.

There is no assurance

that the Company’s plans to consummate a Business Combination or raise additional funds will be successful within the Combination

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

2—Summary of Significant Accounting Policies

of Presentation

accompanying unaudited condensed financial statements are presented in U.S.

dollars in conformity with accounting principles generally

accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of

Accordingly, they do not include all of the information and footnotes required by GAAP.

In the opinion of management, the unaudited

condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement

of the balances and results for the periods presented.

Operating results for the three and six months ended June 30, 2021 are not necessarily

indicative of the results that may be expected through December 31, 2021 or any future period.

accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto

included in the Form 10-K/A filed by the Company with the SEC on May 27, 2021.

Growth Company

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 independent registered public accounting firm 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

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

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with

the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected

not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application

dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time

private companies adopt the new or revised standard.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging

growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

preparation of unaudited condensed financial statements in conformity with GAAP requires 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.

As of September 30, 2021, the Company had approximately

$ 0.9 million of cash in its operating account and working capital of approximately $ 189,000 (excluding tax obligations of approximately

$ 124,000 that may be paid using investment income earned in Trust Account).

The Company’s liquidity prior to the consummation

of the Initial Public Offering were satisfied through a payment of $ 25,000 from the Sponsor to purchase Founder Shares (as defined in

Note 4), and loan proceeds from the Sponsor of $ 150,000 under the Note (Note 4).

The Company repaid the Note in full on December 28,

Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net

proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.

The Company has incurred and expects to incur

significant costs in pursuit of its financing and acquisition plans which resulted in the Company’s accrued expenses being greater

than the cash balance in its operating account.

These conditions raise substantial doubt about the Company’s ability to continue

as a going concern within one year after the date that the financial statements are issued.

There is no assurance that the Company’s

plans to consummate a Business Combination or raise additional funds will be successful within the Combination Period.

The financial

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

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 2-Basis of Presentation and Summary of

Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial

statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United States of America

(“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

Accordingly, they do not include

all of the information and footnotes required by GAAP.

In the opinion of management, the unaudited condensed financial statements reflect

all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the

periods presented.

Operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results

that may be expected through December 31, 2021.

The accompanying unaudited condensed financial

statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A filed by

the Company with the SEC on May 27, 2021.

Revision to Previously Reported Financial

In preparation of the Company’s unaudited

condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should revise its financial

statements to classify all Class A common stock subject to possible redemption in temporary equity.

In accordance with the SEC and its

staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control

of the Company require common stock subject to redemption to be classified outside of permanent equity.

The Company had previously classified

a portion of its Class A common stock in permanent equity, or total stockholders’ equity.

Although the Company did not specify

a maximum redemption threshold, its charter currently provides that, the Company will not redeem its Public Shares in an amount that

would cause its net tangible assets to be less than $ 5,000,001 .

Previously, the Company did not consider redeemable stock classified

as temporary equity as part of net tangible assets.

Effective with these financial statements, the Company revised this interpretation

to include temporary equity in net tangible assets.

Accordingly, effective with this filing, the Company presents all redeemable Class

A common stock as temporary equity and recognized accretion from the initial book value to redemption value at the time of its Initial

Public Offering and in accordance with ASC 480.

The change in the carrying value of the redeemable shares of Class A common stock at

the Initial Public Offering resulted in a decrease of approximately $ 7.2 million in additional paid-in capital and an increase of approximately

$ 25.7 million to accumulated deficit, as well as a reclassification of 3,291,098 shares of Class A common stock from permanent equity

to temporary equity.

The Company will present this revision in a prospective manner in all future filings.

Under this approach, the previously

issued financial statement included as an exhibit to the Company’s Form 8-K filed with the SEC on January 4, 2021 that was reported

as restated in the Company’s Form 10-K/A, the restated financials statements included in the Company’s Form 10-K/A, and the

Form 10-Qs will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with

the current presentation, and an explanatory footnote will be provided.

The impact of the revision to the unaudited

condensed balance sheets as of March 31, 2021, and June 30, 2021, is a reclassification of $ 25.7 million and $ 30.0 million,

respectively, from total stockholders’ equity to Class A common stock subject to possible redemption.

The impact of the

revision on the audited balance sheet as of December 31, 2020, is a reclassification of approximately $ 36.8 million from total

stockholders' equity to Class A common stock subject to possible redemption.

There is no impact to the reported amounts for total

assets, total liabilities, cash flows, net income (loss), or the net income (loss) per share.

In connection with the change in

presentation for the Class A common stock subject to possible redemption, the Company has 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

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Emerging Growth

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 independent registered public

accounting firm 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.

The JOBS Act provides that an

emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition

period, which means that when a standard is issued or revised and it has different application dates for public or private companies,

the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of the Company’s

unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth

company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

Use of Estimates

The preparation of unaudited condensed financial

statements in conformity with GAAP requires 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 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 most significant accounting estimates included in these 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.

Actual results could differ from those estimates.

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 most significant accounting estimates included in these financial statements

is the determination of the fair value of the warrant liabilities.

Such estimates may be subject to change as more current information

becomes available and accordingly the actual results could differ significantly from those estimates.

Actual results could differ from

those estimates.

Concentration

of Credit Risk

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 Corporation limit of $ 250,000 , and any investments held in

Trust Account.

As of June 30, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management

believes the Company is not exposed to significant risks on such accounts.

The Company’s investments held in the Trust Account

as of June 30, 2021 and December 31, 2020 are comprised of investments in U.S.

Treasury securities with an original maturity of 185

days or less or investments in money market funds that comprise only U.S.

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 Corporation limit of $ 250,000 , and any investments held in Trust Account.

As of September 30, 2021, and December

31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant

risks on such accounts.

The Company’s investments held in the Trust Account as of September 30, 2021, and December 31, 2020 are

comprised of investments in U.S.

Treasury securities with an original maturity of 185 days or less or investments in money market funds

that comprise only U.S.

treasury securities money market funds.

and Cash Equivalents

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

The Company had no cash equivalents as of June 30, 2021 and December 31, 2020.

Cash and Cash

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 no cash equivalents as of September

30, 2021, and December 31, 2020.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Held in the Trust Account

The Company’s portfolio of investments held

in the Trust Account is comprised of 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 investments in money market funds that invest in U.S.

government securities and generally

have a readily determinable fair value, or a combination thereof.

When the Company’s investments held in the Trust Account are comprised

The Company’s portfolio of investments

held in the Trust Account is comprised of 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 investments in money market funds that invest in U.S.

government securities and

generally have a readily determinable fair value, or a combination thereof.

When the Company’s investments held in the Trust Account

are comprised of U.S.

government securities, the investments are classified as trading securities.

When the Company’s investments held in the

Trust Account are comprised of money market funds, the investments are recognized at fair value.

Trading securities and investments in

money market funds 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 on investments held in the 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.

Value of Financial Instruments

fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair

Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets.

Value Measurements

value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)

and the lowest priority to unobservable inputs (Level 3 measurements).

When the Company’s investments

held in the Trust Account are comprised of money market funds, the investments are recognized at fair value.

Trading securities and investments

in money market funds 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 on investments held in the 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.

Fair Value of Financial Instruments

The fair value of the Company’s assets

and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or

approximate the carrying amounts represented in the condensed balance sheets.

Fair value is defined as the price that would

be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted

quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs

(Level 3 measurements).

These tiers consist of:

1, defined as observable inputs such as quoted prices for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

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.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input

that is significant to the fair value measurement.

Offering costs consist of legal, accounting, underwriting

fees and other costs directly related to the Initial Public Offering.

Offering costs are allocated to the separable financial instruments

issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.

Offering costs associated

with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the unaudited condensed statements

of operations.

Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the

Initial Public Offering.

The Company classifies deferred underwriting commissions are non-current liabilities as their liquidation is

not reasonably expected to require the use of current assets or require the creation of current liabilities.

Level 1, defined

as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined

as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for

similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

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.

In some circumstances, the inputs used to measure

fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is

categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Offering Costs

Offering costs consist of legal, accounting,

underwriting fees and other costs directly related to the Initial Public Offering.

Offering costs are allocated to the separable financial

instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.

costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the unaudited condensed

statements of operations.

Offering costs associated with the Public Shares were charged against the carrying value of the Class A common

stock subject to possible redemption upon the completion of the Initial Public Offering.

The Company classifies deferred underwriting

commissions are non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require

the creation of current liabilities.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Warrant Liabilities

Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates

all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain

features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as

equity, is re-assessed at the end of each reporting period.

The warrants issued in

connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative

liabilities in accordance with ASC 815.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts

the instruments to fair value at each reporting period.

The liabilities are subject to re-measurement at each unaudited condensed balance

sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statements of operations.

The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured

at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated

using a Monte Carlo simulation model at each measurement date.

The fair value of Public Warrants issued in connection with the Initial

Public Offering have subsequently been measured based on the listed market price of such warrants.

The determination of the fair value

of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could

differ significantly.

Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably

expected to require the use of current assets or require the creation of current liabilities.

A Common Stock Subject to Possible Redemption

Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing

Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments

and are measured at fair value.

Conditionally redeemable Class A common stock (including shares of Class A common stock that feature

redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not

solely within the Company’s control) are classified as temporary equity.

At all other times, Class A common stock are classified

as stockholders’ equity.

The Company’s Class A common stock feature certain redemption rights that are considered to be outside

of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, as of June 30, 2021 and December 31,

2020, 19,997,415 and 19,322,943 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside

of the stockholders’ equity section of the Company’s condensed balance sheets, respectively.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

Income (Loss) Per Common Stock

Company’s condensed statements of operations include a presentation of net income (loss) per share for Class A common stock subject

to possible redemption in a manner similar to the two-class method of net income (loss) per common stock.

Net income (loss) per common

stock, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account, less interest

available to be withdrawn for the payment of taxes, by the weighted average number of Class A common stock outstanding for the periods.

Net income (loss) per common stock, basic and diluted, for Class B common stock is calculated by dividing the net income (loss), adjusted

for income attributable to shares of Class A common stock, by the weighted average number of Class B common stock outstanding for the

Class B common stock includes the Founder Shares as these shares of stock do not have any redemption features and do not participate

in the income earned on the Trust Account.

The calculation of diluted net income (loss)

per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private

Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants

would be anti-dilutive as the exercise price of the warrants is in excess of the average ordinary share price for the period.

following table reflects the calculation of basic and diluted net income (loss) per share of common stock:

For the Three

Class A common stock

Income allocable to Class A common stock

Income from investments held in Trust Account

Company’s portion available to be withdrawn to pay taxes

Net income attributable to Class A common stock

Weighted average Class A common stock

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

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

Class B common stock

Net income (loss) minus net income allocable to Class A common stock

The Company does not use derivative instruments

to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments, including

issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives,

pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

The classification of derivative

instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting

The warrants issued in connection with the Initial

Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance

with ASC 815.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to

fair value at each reporting period.

The liabilities are subject to re-measurement at each unaudited condensed balance sheet date until

exercised, and any change in fair value is recognized in the Company’s unaudited condensed statements of operations.

The fair value

of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value

using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte

Carlo simulation model at each measurement date.

The fair value of Public Warrants issued in connection with the Initial Public Offering

have subsequently been measured based on the listed market price of such warrants.

The determination of the fair value of the warrant

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

Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the

use of current assets or require the creation of current liabilities.

Class A Common

Stock Subject to Possible Redemption

The Company accounts for its Class A common stock

subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”

Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either

within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) are classified as temporary equity.

At all other times, Class A common stock are classified as stockholders’ equity.

Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control

and subject to occurrence of uncertain future events.

Accordingly, as of September 30, 2021, and December 31, 2020, 23,000,000 shares

of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity

section of the Company’s condensed balance sheets.

Effective with the closing of the Initial Public

Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional

paid-in capital (to the extent available) and accumulated deficit.

(Loss) Per Common Stock

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as

Class A common stock and Class B common stock.

Income and losses are shared pro rata between the two classes of shares.

Net income (loss)

$ ( 4,298,692 )

Net income allocable to Class A common stock

Net income (loss) attributable to Class B common stock

$ ( 4,298,692 )

weighted average Class B 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

per common share is calculated by dividing the net income (loss) by the weighted average number of shares of common stock outstanding

for the respective period.

The calculation of diluted net income per common

stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to

purchase an aggregate of 18,850,000 shares of common stock in the calculation of diluted income per share, because their exercise is

contingent upon future events.

As a result, diluted net income per share is the same as basic net income per share for the three

and nine months ended September 30, 2021.

Accretion associated with the redeemable Class A common stock is excluded from earnings per

share as the redemption value approximates fair value.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The following table presents a reconciliation

of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock:

For the Three Months Ended

For the Nine Months Ended

September 30, 2021

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

Allocation of net income (loss)

Basic and diluted weighted average common shares outstanding

Basic and diluted net income (loss) per common share

The Company follows the asset and liability method

2 unchanged sentences

to differences between the unaudited condensed financial statement carrying amounts of existing assets and liabilities and their respective

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in

which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change

in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are established, when necessary,

to reduce deferred tax assets to the amount expected to be realized.

As of June 30, 2021 and December 31, 2020, the Company had a deferred

tax asset of approximately $402,000 and $21,000 respectively, each of which had a full valuation allowance recorded against them.

740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

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.

There were no unrecognized tax benefits as of June 30, 2021 or December 31, 2020.

Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued

for the payment of interest and penalties as of June 30, 2021 and December 31, 2020.

The Company is currently not aware of any issues

under review that could result in significant payments, accruals or material deviation from its position.

The Company is subject to income

tax examinations by major taxing authorities since inception.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

Accounting Standards

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’s Own Equity (Subtopic 815-40):

Accounting for

Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for

convertible instruments by removing major separation models required under current GAAP.

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.

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 unaudited condensed financial statements.

3—Initial Public Offering

December 28, 2020, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units,

at $ 10.00 per Unit, generating gross proceeds of $ 230.0 million, and incurring offering costs of approximately $ 13.2 million, of which

approximately $ 8.1 million was for deferred underwriting commissions.

Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “Public Warrant”).

Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment

(see Note 7).

4—Related Party Transactions

October 13, 2020, the Sponsor purchased 5,031,250 shares of the Company’s Class B common stock, par value $ 0.0001 per share, (the

“Founder Shares”) for an aggregate purchase price of $ 25,000 , or approximately $ 0.005 per share.

On December 1, 2020, the

Sponsor transferred 25,000 Founder Shares to each of the Company’s four director nominees.

In December 2020, the Company effected

a stock dividend of approximately 0.143 shares for each share of Class B common stock outstanding, resulting in an aggregate of 5,750,000

Founder Shares outstanding.

Certain of the initial stockholders then retransferred an aggregate of 14,286 shares back to the Sponsor.

Of the 5,750,000 Founder Shares outstanding, up to 750,000 shares were subject to forfeiture by the Sponsor to the extent that the underwriters’

over-allotment was not exercised in full, so that the initial stockholders would own 20.0 % of the Company’s issued and outstanding

shares after the Initial Public Offering.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years

in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a

change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are established, when

necessary, to reduce deferred tax assets to the amount expected to be realized.

As of September 30, 2021, and December 31, 2020, the

Company had a deferred tax asset of approximately $453,000 and $21,000 respectively, each of which had a full valuation allowance recorded

against them.

ASC 740 prescribes a recognition threshold and

a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of September 30, 2021, or December 31, 2020.

The Company recognizes accrued interest and penalties

related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest and penalties as of September

30, 2021, and December 31, 2020.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since

Recent Accounting

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’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

(“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required

under current GAAP.

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 unaudited condensed financial statements.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 3-Initial Public Offering

On December 28, 2020, the Company consummated

its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $ 10.00 per Unit, generating gross proceeds

of $ 230.0 million, and incurring offering costs of approximately $ 13.2 million, of which approximately $ 8.1 million was for deferred

underwriting commissions.

Each Unit consists of one share of Class A common

stock, and one-half of one redeemable warrant (each, a “Public Warrant”).

Each Public Warrant entitles the holder to purchase

one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

Note 4-Related Party Transactions

Founder Shares

On October 13, 2020, the Sponsor purchased 5,031,250

shares of the Company’s Class B common stock, par value $ 0.0001 per share, (the “Founder Shares”) for an aggregate

purchase price of $ 25,000 , or approximately $ 0.005 per share.

On December 1, 2020, the Sponsor transferred 25,000 Founder Shares to each

of the Company’s four director nominees.

In December 2020, the Company effected a stock dividend of approximately 0.143 shares

for each share of Class B common stock outstanding, resulting in an aggregate of 5,750,000 Founder Shares outstanding.

Certain of the

initial stockholders then retransferred an aggregate of 14,286 shares back to the Sponsor.

Of the 5,750,000 Founder Shares outstanding,

up to 750,000 shares were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised

in full, so that the initial stockholders would own 20.0 % of the Company’s issued and outstanding shares after the Initial Public

The underwriters exercised their over-allotment option in full on December 28, 2020;

the 750,000 Founder Shares were no longer subject to forfeiture.

Company’s initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:

(A) one year after the completion of a Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale

price of the Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial

Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or

other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash,

securities or other property.

Placement Warrants

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,350,000 Private Placement Warrants

at a price of $ 1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $ 7.4 million.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

warrant is exercisable to purchase one share of the Company’s Class A common stock at a price of $ 11.50 per share.

Certain proceeds

from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement

Warrants will be used to fund the redemption of the Public Shares (subject to the requirement of applicable law) and the Private Placement

Warrants will expire worthless.

thus, the 750,000 Founder Shares were

no longer subject to forfeiture.

The Company’s initial stockholders agreed

not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:

(A) one year after the completion of a Business

Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds

$ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading

days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the

Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the

stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Private Placement

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the Private Placement of 7,350,000 Private Placement Warrants at a price of $ 1.00 per Private

Placement Warrant to the Sponsor, generating proceeds of approximately $ 7.4 million.

Each warrant is exercisable to purchase one share

of the Company’s Class A common stock at a price of $ 11.50 per share.

Certain proceeds from the sale of the Private Placement Warrants

were added to the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business

Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption

of the Public Shares (subject to the requirement of applicable law) and the Private Placement Warrants will expire worthless.

Note - Related Party

On September 18, 2020, the Sponsor agreed to loan

the Company an aggregate of up to $ 300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the

On September 18, 2020, the Sponsor agreed to

loan the Company an aggregate of up to $ 300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note

(the “Note”).

This loan was non-interest bearing and was due upon the completion of the Initial Public Offering.

The Company borrowed

$ 150,000 under the Note and repaid the Note in full on December 28, 2020.

As of June 30, 2021 and December 31, 2020, the Note is no longer

order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor,

or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working

Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes would either be repaid upon consummation

of a Business Combination, without interest, or, at the lenders’ discretion, up to $ 1.5 million of notes may be converted upon

consummation of a Business Combination into additional Private Placement Warrants at a price of $ 1.00 per Warrant.

In the event that

a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working

Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of June 30, 2021 and December

31, 2020, the Company had no borrowings under the Working Capital Loans.

borrowed $ 150,000 under the Note and repaid the Note in full on December 28, 2020.

As of September 30, 2021, and December 31, 2020, the

Note is no longer available.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Related Party

In order to finance transaction costs in connection

with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors

may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).

Such Working Capital

Loans would be evidenced by promissory notes.

The notes would either be repaid upon consummation of a Business Combination, without interest,

or, at the lenders’ discretion, up to $ 1.5 million of notes may be converted upon consummation of a Business Combination into additional

Private Placement Warrants at a price of $ 1.00 per Warrant.

In the event that a Business Combination does not close, the Company may

use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account

would be used to repay the Working Capital Loans.

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

the Working Capital Loans.

Administrative

5 unchanged sentences

of the Company.

In the three and six months ended June 30, 2021, the Company incurred and expensed $ 30,000 and approximately $ 61,000 in

expenses for these services, respectively.

These expenses were included in general and administrative expenses on the accompanying unaudited

condensed statements of operations.

There was no outstanding balance for such services as of June 30, 2021 or December 31, 2020.

5—Commitments & Contingencies

holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital

Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued

upon conversion of Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to

a registration rights agreement signed on the effective date of the Initial Public Offering.

The holders of these securities were entitled

to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain

“piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business

The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from

delays in registering the Company’s securities.

The Company will bear the expenses incurred in connection with the filing of any

such registration statements.

Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial

Public Offering price, less the underwriting discounts and commissions.

The underwriters exercised

their over-allotment option in full on December 28, 2020.

underwriters were entitled to a cash underwriting discount of 2.0 % of the gross proceeds of the Initial Public Offering, or $ 4.6 million

in the aggregate.

In addition, the representative of the underwriters is entitled to a deferred fee of 3.5 % of the Initial Public Offering,

or approximately $ 8.1 million.

The deferred fee will become payable to the representative of the underwriters from the amounts held in

the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

HOLDINGS, INC.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

and Uncertainties

continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that

the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target

company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements.

The unaudited

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

6—Derivative Warrant Liabilities

of June 30, 2021 and December 31, 2020, the Company had 11,500,000 and 7,350,000 Public Warrants and Private Placement Warrants outstanding,

respectively.

Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months

from the closing of the Initial Public Offering, provided in each case that the Company has an effective registration statement under

the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating

to them is available (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances).

Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business

Combination, it will its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable

upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating

to those shares of Class A common stock until the warrants expire or are redeemed.

If a registration statement covering the shares of

Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial

Business Combination, the warrant holders may, until such time as there is an effective registration statement and during any period

when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act or another exemption.

If that exemption, or another exemption, is not available,

holders will not be able to exercise their warrants on a cashless basis.

warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years from the consummation of a Business

Combination or earlier upon redemption or liquidation.

The exercise price and number of shares of Class A common stock issuable upon

exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization,

merger or consolidation.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities

for capital raising purposes in connection with the closing of its 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 Sponsor or its affiliates, without taking into

account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”),

(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available

for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination

(net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day

period starting on the trading day prior to 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

below 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 the three and nine months ended September 30, 2021, the Company incurred and expensed $ 30,000 and approximately $ 91,000

in expenses for these services, respectively.

These expenses were included in general and administrative expenses on the accompanying

unaudited condensed statements of operations.

There was no outstanding balance for such services as of September 30, 2021, or December

Note 5-Commitments & Contingencies

The holders of the Founder Shares, Private Placement

Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable

upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon

conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed on the effective

date of the Initial Public Offering.

The holders of these securities were entitled to make up to three demands, excluding short form

demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights

with respect to registration statements filed subsequent to the consummation of a Business Combination.

The registration rights agreement

does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

The Company granted the underwriters a 45-day

option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting

discounts and commissions.

The underwriters exercised their over-allotment option in full on December 28, 2020.

The underwriters were entitled to a cash underwriting

discount of 2.0 % of the gross proceeds of the Initial Public Offering, or $ 4.6 million in the aggregate.

In addition, the representative

of the underwriters is entitled to a deferred fee of 3.5 % of the Initial Public Offering, or approximately $ 8.1 million.

fee will become payable to the representative of the underwriters from the amounts held in the Trust Account solely in the event that

the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Uncertainties

Management continues to evaluate the impact of

the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect

on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily

determinable as of the date of these unaudited condensed financial statements.

The unaudited condensed financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

HOLDINGS, INC.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Additionally,

in no event will the Company be required to net cash settle the Public Warrants.

If the Company is unable to complete a Business Combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any

of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of

the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire worthless.

If the Company calls the Public

Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on

a “cashless basis,” as described in the warrant agreement.

The exercise price and number of common shares issuable upon exercise

of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or

recapitalization, reorganization, merger or consolidation.

If the Company is unable to complete a Business Combination within the Combination

Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect

to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 6-Derivative Warrant Liabilities

As of September 30, 2021, and December 31, 2020,

the Company had 11,500,000 and 7,350,000 Public Warrants and Private Placement Warrants outstanding, respectively.

The Public Warrants will become exercisable on

the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering,

provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class

A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits

holders to exercise their warrants on a cashless basis under certain circumstances).

The Company has agreed that as soon as practicable,

but in no event later than 15 business days after the closing of the initial Business Combination, it will its best efforts to file with

the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration

statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants

expire or are redeemed.

If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants

is not effective by the 60th business day after the closing of the initial Business Combination, the warrant holders may, until such

time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective

registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act

or another exemption.

If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants

on a cashless basis.

The warrants have an exercise price of $11.50

per share, subject to adjustments, and will expire five years from the consummation of a Business Combination or earlier upon redemption

or liquidation.

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted

in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation.

addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes

in connection with the closing of its 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 Sponsor or its affiliates, without taking into account any Founder Shares held

by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross

proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of

the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions),

and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the

trading day prior to 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 below will be adjusted (to

the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Additionally, in no event will the Company be

required to net cash settle the Public Warrants.

If the Company is unable to complete a Business Combination within the Combination Period

and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to

their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect

to such warrants.

Accordingly, the warrants may expire worthless.

the Warrants become exercisable, the Company may redeem the outstanding Warrants (except for the Private Placement Warrants):

If the Company calls the Public Warrants for redemption, management

will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as

described in the warrant agreement.

The exercise price and number of common shares issuable upon exercise of the Public Warrants may

be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization,

merger or consolidation.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates

the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will

they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants.

the warrants may expire worthless.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Once the Warrants become exercisable, the Company

may redeem the outstanding Warrants (except for the Private Placement Warrants):

● in whole and not in part;

a price of $0.01 per Warrant;

a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”);

at a price of $0.01 per Warrant;

upon a minimum of 30 days’ prior

written notice of redemption (the “30-day redemption period”);

● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Company will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock

issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available

throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt

from registration under the Securities Act.

If and when the warrants become redeemable by the Company, it may not exercise its redemption

right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under

applicable state blue sky laws or the Company is unable to effect such registration or qualification.

Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except

that the Private Placement Warrants will, and the common shares issuable upon the exercise of the Private Placement Warrants will not,

be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

Additionally,

the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial

purchasers or their permitted transferees.

If the Private Placement Warrants are held by someone other than the initial purchasers or

their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the

same basis as the Public Warrants.

7—Stockholders’ Equity

stock —The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

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

A Common Stock —The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $ 0.0001

As of June 30, 2021 and December 31, 2020, there were 23,000,000 shares of Class A common stock outstanding, including 19,997,415

shares and 19,322,943 shares of Class A common stock subject to possible redemption that were classified as temporary equity in the accompanying

unaudited condensed balance sheet, respectively.

B Common Stock —The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $ 0.0001

As of June 30, 2021 and December 31, 2020, there were 5,750,000 shares of Class B common stock outstanding with no shares

subject to forfeiture.

of the Company’s Class B common stock are entitled to one vote for each share.

The shares of Class B common stock will automatically

convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for

stock splits, stock dividends, reorganizations, recapitalizations and the like.

In the case that additional shares of Class A common

stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related

to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class

A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such

adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion

of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all

shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked

securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities

issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the

Sponsor or its affiliates upon conversion of loans made to the Company).

The Company will not redeem the warrants unless

a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants

is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption

period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the

Securities Act.

If and when the warrants become redeemable by the Company, it may not exercise its redemption right if the issuance of

shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky

laws or the Company is unable to effect such registration or qualification.

The Private Placement Warrants will be identical

to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants will,

and the common shares issuable upon the exercise of the Private Placement Warrants will not, be transferable, assignable or salable until

after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement Warrants will

be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement

Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Note 7-Class A Common Stock Subject to Possible

The Company’s Class A common stock feature

certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events.

The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

Holders of the Company’s

Class A common stock are entitled to one vote for each share.

As of September 30, 2021, there were 23,000,000 shares of Class A common

stock outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance

The Class A common stock subject to possible

redemption reflected on the condensed balance sheets is reconciled on the following table:

Gross proceeds

$ 230,000,000

Proceeds allocated to Public Warrants

( 13,340,000 )

Class A common stock issuance costs

( 12,403,774 )

Accretion of carrying value to redemption value

Class A common stock subject to possible redemption

$ 230,000,000

HOLDINGS, INC.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

8—Fair Value Measurements

following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a

recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

Prices in Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 8-Stockholders’ Deficit

Preferred stock -The Company is

authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

As of September 30, 2021, and December

31, 2020, there were no shares of preferred stock issued or outstanding.

Class A Common Stock -The Company

is authorized to issue 100,000,000 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 23,000,000 shares of Class A common stock outstanding, including 23,000,000 shares of Class A common stock

subject to possible redemption that were classified as temporary equity in the accompanying condensed balance sheets.

Class B Common Stock -The Company

is authorized to issue 10,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

As of September 30, 2021, and

December 31, 2020, there were 5,750,000 shares of Class B common stock outstanding with no shares subject to forfeiture.

Holders of the Company’s Class B common

stock are entitled to one vote for each share.

The shares of Class B common stock will automatically convert into shares of Class A common

stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations,

recapitalizations and the like.

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or

deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination,

the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders

of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed

issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal,

in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all shares of common stock outstanding upon the completion

of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection

with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the

initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of

loans made to the Company).

Note 9-Fair Value Measurements

The following tables present information about

the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value

hierarchy of the valuation techniques that the Company utilized to determine such fair value.

September 30, 2021

Investments held in Trust Account

2 unchanged sentences

Derivative warrant liabilities - Private Warrants

Prices in Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

December 31, 2020

Investments held in Trust Account

2 unchanged sentences

Derivative warrant liabilities - Private Warrants

Transfers to/from Levels

1, 2, and 3 are recognized at the beginning of the reporting period.

The estimated fair value of the Public Warrants transferred from

a Level 3 measurement to a Level 1 fair value measurement in February 2021, when the Public Warrants were separately listed and traded.

1 instruments include investments in mutual funds invested in government securities.

The Company uses inputs such as actual trade data,

benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The fair value of Public

Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a

Level 1 measurement, since March 2021.

For the three months ended June 30, 2021, the Company recognized a charge of $ 2.9 million to the

unaudited condensed statements of operations resulting from an increase in the fair value of the derivative warrant liabilities.

six months ended June 30, 2021, the Company recognized a benefit to the unaudited condensed statements of operations resulting from a

decrease in the fair value of liabilities of approximately $ 8.6 million presented as change in fair value of derivative warrant liabilities

on the accompanying unaudited condensed statements of operations.

estimated fair value of the Private Placement Warrants and the Public Warrants prior to being separately listed and traded, is determined

using Level 3 inputs.

Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life,

risk-free interest rate and dividend yield.

The Company estimates the volatility of its common stock warrants based on implied volatility

from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the

expected remaining life of the warrants.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield curve on the grant

date for a maturity similar to the expected remaining life of the warrants.

The expected life of the warrants is assumed to be equivalent

to their remaining contractual term.

The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

HOLDINGS, INC.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Transfers to/from Levels 1, 2, and 3 are recognized

at the beginning of the reporting period.

The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a

Level 1 fair value measurement, as the Public Warrants were separately listed and traded in February 2021.

Level 1 instruments include investments in mutual

funds invested in government securities.

The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from

dealers or brokers, and other similar sources to determine the fair value of its investments.

The fair value of Public Warrants issued in connection

with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since the

three months ended March 31, 2021 reporting period.

In the three and nine months ended September 30, 2021, the Company recognized a benefit

of $ 6.2 million, and $ 14.8 million resulting from a decrease in the fair value of the derivative warrant liabilities, and presented as

change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statements of operations.

The estimated fair value of the Private Placement

Warrants and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs.

Inherent in a Monte

Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants

and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected

remaining life of the warrants.

The expected life of the warrants is assumed to be equivalent to their remaining contractual term.

dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information

regarding Level 3 fair value measurements inputs at their measurement dates:

September 30,

Time to M&A (Yr)

1 unchanged sentence

Dividend yield

The change in the fair

value of the Level 3 derivative warrant liabilities for the period for the three and six months ended June 30, 2021 is summarized as follows:

The change in the fair value of the Level 3 derivative

warrant liabilities for the period for the three and nine months ended September 30, 2021, is summarized as follows:

Derivative warrant liabilities at December 31, 2020

Change in fair value of derivative warrant liabilities

( 4,557,000 )

( 6,900,000 )

( 11,457,000 )

Transfer of Public warrants to Level 1

4 unchanged sentences

Derivative warrant liabilities at June 30, 2021

9—Subsequent Events

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

the unaudited condensed financial statements were issued, and determined that there have been no events that have occurred that would

require adjustments to the disclosures in the unaudited condensed financial statements.

Change in fair value of derivative warrant liabilities

( 2,425,500 )

Derivative warrant liabilities at September 30, 2021

Note 10-Subsequent Events

The Company evaluated subsequent events and transactions

that occurred after the unaudited condensed balance sheet date up to the date that the unaudited condensed financial statements were

issued and determined that there have been no events that have occurred that would require adjustments to the disclosures 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