What changed in this filing

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Item 2. Management’s Discussion and Analysis

2021-11-15 compared with 2021-08-12 · 74 added, 72 removed, 134 unchanged (52% of the section changed)

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The registration statement for

our Initial Public Offering was declared effective on December 22, 2020.

On December 28, 2020, we consummated the 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.

our initial public offering (“Initial Public Offering”) was declared effective on December 22, 2020.

On December 28, 2020,

we consummated the 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.

Simultaneously

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

Liquidity and Going Concern

of June 30, 2021, we had approximately $1.0 million in cash and working capital of approximately $386,000 (not taking into account approximately

$73,000 of taxes that may be paid using interest income from the Trust Account).

and Going Concern

of September 30, 2021, we had approximately $0.9 million in cash and working capital of approximately $189,000 (not taking into account

approximately $124,000 of taxes that may be paid using interest income from the Trust Account).

liquidity needs prior to the consummation of the Initial Public Offering were satisfied through a payment of $25,000 from the Sponsor

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We repaid the Note in full on December 28,

Subsequent to the consummation of the Initial Public Offering, our 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.

We have incurred and expect to incur significant costs in pursuit of

our financing and acquisition plans which resulted in our accrued expenses being greater than the cash balance in our operating bank account.

These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial

statements are issued.

There is no assurance that our 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.

Subsequent to the consummation of the Initial Public Offering, our 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.

have incurred and expect to incur significant costs in pursuit of our financing and acquisition plans which resulted in our accrued expenses

being greater than the cash balance in our operating bank account.

These conditions raise substantial doubt about our ability to continue

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

There is no assurance that our 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.

continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of

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of Operations

entire activity since inception up to June 30, 2021 was in preparation for our formation and the Initial Public Offering.

be generating any operating revenues until the closing and completion of our initial Business Combination.

the three months ended June 30, 2021, we had a net loss of approximately $4.3 million, which consisted of approximately $2.9 million

in changes in fair value of derivative warrant liabilities, approximately $1.4 million in general and administrative expenses and approximately

$50,000 in franchise tax expense, partly offset by approximately $6,000 in interest income earned on the Trust Account.

the six months ended June 30, 2021, we had net income of approximately $6.7 million, which consisted of approximately $11,000 in interest

income earned on the Trust Account and approximately $8.6 million in changes in fair value of derivative warrant liabilities, partly

offset by approximately $1.7 million in general and administrative expenses and approximately $99,000 in franchise tax expense.

entire activity since inception up to September 30, 2021, was in preparation for our formation and the Initial Public Offering.

not be generating any operating revenues until the closing and completion of our initial Business Combination.

the three months ended September 30, 2021, we had net income of approximately $6.0 million, which consisted of approximately $6,000 in

interest income earned on the Trust Account and approximately a $6.2 million gain from changes in fair value of derivative warrant liabilities,

partially offset by approximately $198,000 in general and administrative expenses and approximately $50,000 in franchise tax expenses.

the nine months ended September 30, 2021, we had net income of approximately $12.7 million, which consisted of approximately $17,000

in interest income earned on the Trust Account and approximately a $14.8 million gain from changes in fair value of derivative warrant

liabilities, partly offset by approximately $1.9 million in general and administrative expenses and approximately $150,000 in franchise

tax expenses.

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

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Offering price, less the underwriting discounts and commissions.

The underwriters exercised their

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

The underwriters exercised their over-allotment option in full on December

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

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at the end of each reporting period.

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 our unaudited condensed statements of operations.

The fair value of the Public Warrants issued in the Initial Public Offering and the

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

the 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.

Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815.

the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting

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 our unaudited condensed statements of operations.

The fair value of the Public Warrants issued in the

Initial Public Offering and the 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

The fair value of the 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

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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 are presented as temporary equity, outside of the stockholders’ equity section of

our condensed balance sheets, respectively.

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

stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of our condensed

balance sheets.

with the closing of the Initial Public Offering, we 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.

Income (Loss) Per Common Stock

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.

(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 Class A common stock, by the weighted average number of Class B common stock outstanding for the periods.

Class B common

stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned

on the Trust Account.

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 price of the warrants is in excess of the average common stock price

for the period and therefore the inclusion of such warrants would be anti-dilutive.

comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have 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

Net income (loss) 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.

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.

Accounting Pronouncements

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.

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.

We adopted ASU 2020-06 on January 1, 2021.

Adoption of the ASU did not impact our financial position,

results of operations or cash flows.

Adoption of the ASU did not impact our financial position, results of operations

or cash flows.

management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would

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Sheet Arrangements

of June 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

of September 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain

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we are no longer an “emerging growth company,” whichever is earlier.

Quantitative and Qualitative Disclosures About Market Risk

are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”),

and are not required to provide the information otherwise required under this item.

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 2. Management’s Discussion and Analysis