What changed in this filing

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Item 1. Financial Statements

2022-05-16 compared with 2021-11-15 · 402 added, 457 removed, 397 unchanged (68% of the section changed)

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CONDENSED BALANCE SHEETS

September 30,

March 31, 2022

December 31, 2021

Current assets:

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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

23,000,000 shares issued and outstanding at $ 10.00 per share at redemption as of March 31, 2022 and December 31, 2021

Stockholders’ Deficit:

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

Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding

Class A common stock, $ 0.0001 par value;

100,000,000 shares authorized;

no non-redeemable shares issued or outstanding as of March 31, 2022 and December 31, 2021

Class B common stock, $ 0.0001 par value;

10,000,000 shares authorized;

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

5,750,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021

Additional paid-in capital

Accumulated deficit

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UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

For The Three and Nine Months Ended September

September 30,

For the Three

General and administrative expenses

Franchise tax expenses

Franchise tax expense

Loss from operations

( 2,070,688 )

Change in fair value of derivative warrant liabilities

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HOLDINGS, INC.

UNAUDITED CONDENSED STATEMENT OF CHANGES IN

STOCKHOLDERS’ EQUITY

For The Three and Nine Months Ended September

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2022

Stockholders’

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$ ( 20,143,355 )

Balance - March 31, 2021

$ ( 20,727,723 )

$ ( 20,727,148 )

Balance - March 31, 2022 (unaudited)

$ ( 13,471,327 )

$ ( 13,470,752 )

Balance - June 30, 2021

FOR THE THREE MONTHS ENDED MARCH 31, 2021

Stockholders’

Balance - December 31, 2020

$ ( 31,771,139 )

$ ( 31,770,564 )

Balance - September 30, 2021

Balance - March 31, 2021 (unaudited)

$ ( 20,727,723 )

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HOLDINGS, INC.

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

For The Nine Months Ended September 30, 2021

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

For the Three

Cash Flows from Operating Activities:

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( 7,048,000 )

Interest earned on investments held in Trust Account

( 11,457,000 )

Gain on investments held in Trust Account

Changes in operating assets and liabilities:

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Net cash used in operating activities

Cash Flows from Financing Activities:

Offering costs paid

Net cash used in financing activities

Net change in cash

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HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED

FINANCIAL STATEMENTS

Note 1-Description of Organization and Business

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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

As of March 31, 2022, the Company has not commenced

any operations.

All activity for the period from September 18, 2020 (inception) through March 31, 2022, 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’s fiscal year end is December 31.

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).

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

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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.

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

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

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.

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

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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

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.

If the Company is unable to complete a Business

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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 ).

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

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.

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 ).

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED

FINANCIAL STATEMENTS

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.

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.

Liquidity and Going Concern

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

As of March 31, 2022, the Company had approximately

$ 0.5 million of cash in its operating account and a working capital deficit of approximately $ 710,000 (excluding tax obligations of approximately

$ 223,000 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

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.

In connection with the Company’s assessment of going concern considerations in accordance

with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the working

capital deficit and the mandatory liquidation date and subsequent dissolution raise substantial doubt about the Company’s ability

to continue as a going concern.

If the Company is unable to complete a Business Combination by December 28, 2022, then the Company will

cease all operations except for the purpose of liquidating.

Management intends to close the business transaction prior to the termination

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after

December 28, 2022.

Note 2-Basis of Presentation and Summary of

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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

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.

results for the three months ended March 31, 2022, are not necessarily indicative of the results that may be expected through December

31, 2022 or any future period.

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

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

Company with the SEC on April 1, 2022.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED

FINANCIAL STATEMENTS

Emerging Growth

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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.

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 of 2002, 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

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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

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.

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.

unaudited condensed financial statements with those of 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

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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 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.

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 unaudited condensed

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

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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.

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

As of March 31, 2022 and December 31,

2021, 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 March 31, 2022 and December 31, 2021 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

treasury securities money market funds.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED

FINANCIAL STATEMENTS

Cash and Cash

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with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents as of September

The Company had no cash equivalents as of March

31, 2022 and December 31, 2021.

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 of U.S.

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

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.

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 condensed 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.

from the change in fair value of these securities is included in gain 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.

The fair value of the Company’s assets and liabilities

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

amounts represented in the condensed balance sheets, except for the derivative warrant liabilities (see Note 9).

Fair value is defined as the price that would

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These tiers consist of:

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.

● 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

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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.

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 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 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.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED

FINANCIAL STATEMENTS

Warrant Liabilities

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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.

The liabilities are subject to re-measurement at each 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 Black-Scholes 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

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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.

Accordingly, as of March 31, 2022 and December 31, 2021, 23,000,000 shares of Class

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

the Company’s condensed balance sheets.

Under ASC 480-10-S99, the Company has elected

to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption

value at the end of the reporting period.

This method would view the end of the reporting period as if it were also the redemption date

of the security.

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

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

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.

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.

This presentation

assumes a Business Combination as the most likely outcome.

Net income (loss) per common share is calculated by dividing 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 share

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 Class A common stock in the calculation of diluted income per common share, because their exercise

is contingent upon future events.

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

the three months ended March 31, 2022 and 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

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)

For the Three Months Ended March 31,

Basic and diluted net income per common share:

Allocation of net income

Basic and diluted weighted average common shares outstanding

Basic and diluted net income (loss) per common share

Basic and diluted net income per common share

The Company follows the asset and liability method

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Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable

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 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.

to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

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 March 31, 2022 and December 31, 2021, deferred taxes were offset by their full valuation

ASC 740 prescribes a recognition threshold and

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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

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

The Company is currently

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

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

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.

Pronouncements

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

that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying

unaudited condensed financial statements.

Note 3-Initial Public Offering

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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.

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

Each Unit consists of one share of Class A common

2 unchanged sentences

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

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED

FINANCIAL STATEMENTS

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;

thus, the 750,000 Founder Shares were

no longer subject to forfeiture.

On September 18, 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.

The underwriters

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

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

The Company’s initial stockholders agreed

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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.

$ 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

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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 “Note”).

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

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.

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,

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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.

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 March 31, 2022 and December 31, 2021, the Company had no Working Capital Loans outstanding.

Administrative

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of the Company.

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

In the three months ended March 31, 2022 and 2021, the Company incurred and expensed approximately $ 30,000 in expenses

for these services.

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 March 31, 2022 and December 31, 2021.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED

FINANCIAL STATEMENTS

Note 5-Commitments & Contingencies

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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 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.

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

Underwriting Agreement

The underwriters were entitled to a cash underwriting

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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

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

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.

Risks and Uncertainties

Management continues to evaluate the impact of

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

HOLDINGS, INC.

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.

As of March 31, 2022 and December 31, 2021, the

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

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

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

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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.

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.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED

FINANCIAL STATEMENTS

The warrants have an exercise price of $11.50

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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

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

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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.

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 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

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● at a price of $0.01 per Warrant;

upon a minimum of 30 days’ prior

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

● 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.

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.

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

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.

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED

FINANCIAL STATEMENTS

The Private Placement Warrants will be identical

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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:

As of March 31, 2022 and December 31, 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 sheets.

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

Amount allocated to Public Warrants

( 13,340,000 )

4 unchanged sentences

$ 230,000,000

HOLDINGS, INC.

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.

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 March 31, 2022 and December 31, 2021, there

were no shares of preferred stock issued or outstanding.

Class A Common Stock -The Company

is authorized to issue 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.

As of March 31, 2022 and December

31, 2021, 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 (see Note 7).

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.

As of March 31, 2022 and December

31, 2021, 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

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loans made to the Company).

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED

FINANCIAL STATEMENTS

Note 9-Fair Value Measurements

2 unchanged sentences

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

September 30, 2021

Investments held in Trust Account

March 31, 2022

Quoted Prices in Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Investments held in Trust Account – U.

Treasury Securities

$ 230,029,822

Derivative warrant liabilities - Public Warrants

Derivative warrant liabilities - Private Warrants

Investments held in Trust Account – Money Market Funds

Derivative warrant liabilities - Public

Derivative warrant liabilities - Private Placement

December 31, 2021

Investments held in Trust Account

Quoted Prices in Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Investments held in Trust Account – Mutual Funds

$ 230,023,192

Derivative warrant liabilities - Public Warrants

Derivative warrant liabilities - Private Warrants

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Derivative warrant liabilities - Public

Derivative warrant liabilities - Private Placement

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

2 unchanged sentences

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.

There were no transfers to/from

Levels 1, 2, and 3 during the three months ended March 31, 2022.

Level 1 instruments include investments in U.S.

government securities and investments in money market and 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 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 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.

three months ended March 31, 2022 and 2021, the Company recognized a benefit of approximately $ 7.0 million and $ 11.5 million, respectively,

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

4 unchanged sentences

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.

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

2 unchanged sentences

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

HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED

FINANCIAL STATEMENTS

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 nine months ended September 30, 2021, is summarized as follows:

Derivative warrant liabilities at December 31, 2020

The changes in the fair value of the Level 3 derivative

warrant liabilities for the three months ended March 31, 2022 and 2021, are summarized as follows:

Derivative warrant liabilities at January 1,

Change in fair value of derivative warrant liabilities

1 unchanged sentence

( 11,457,000 )

Transfer of Public Warrants to Level 1

( 8,740,000 )

Derivative warrant liabilities at March 31,

Change in fair value of derivative warrant liabilities

Derivative warrant liabilities at June 30, 2021

Change in fair value of derivative warrant liabilities

( 2,425,500 )

Derivative warrant liabilities at September 30, 2021

Note 11-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.

that occurred after the 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

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