What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2022-05-16 compared with 2021-11-15 · 224 added, 204 removed, 4 unchanged (99% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

to the “Company,” “7GC Co.

Holdings, Inc.,” “7GC,” “our,” “us” or “we”

refer to 7GC Co.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations.

References to the “Company,” “7GC

Holdings, Inc.,” “7GC,” “our,” “us” or “we” refer to 7GC Co.

Holdings, Inc.

The following discussion and analysis of the Company’s financial condition and results of operations

should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve

risks and uncertainties.

Note Regarding Forward-Looking Statements

Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as

amended, and Section 21E of the Exchange Act.

We have based these forward-looking statements on our current expectations and projections

about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us

that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results,

levels of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify

forward-looking statements by terminology such as “may,” “should,” “could,” “would,”

“expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,”

or the negative of such terms or other similar expressions.

Factors that might cause or contribute to such a discrepancy include, but

are not limited to, those described in our other SEC filings.

are a blank check company incorporated in Delaware on September 18, 2020.

We were formed for the purpose of effecting a merger, capital

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

Combination”).

We are an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging

growth companies.

and Financing

sponsor is 7GC & CO.

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

The registration statement for

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

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

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

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

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

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

in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested in U.S.

government securities,

within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any money

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

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

(i) the consummation of a Business

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

Business Combination

we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or December 28, 2022

(the “Combination Period”), we 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 us 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 our board of directors, proceed to commence our voluntary

liquidation and thereby our formal dissolution, 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 we do 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.

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).

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

to purchase Founder Shares and loan proceeds from the Sponsor of $150,000 under the Note.

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.

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

the date of the unaudited condensed financial statements.

The unaudited condensed financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

of Operations

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

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

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

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

The holders of these securities are entitled

to make up to three demands, excluding short form demands, that we 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 our securities.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report.

Certain information

contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes

forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange

We have based these forward-looking statements on our current expectations and projections about future events.

These forward-looking

statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of

activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements

expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such

as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,”

“believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions.

that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

We are a blank check company incorporated in Delaware

on September 18, 2020.

We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,

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

We are an emerging

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

Sponsor and Financing

Our sponsor is 7GC & Co.

Holdings LLC, a Delaware

limited liability company (the “Sponsor”).

The registration statement for 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 with the closing of the Initial

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

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

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

Trust Account

Upon the closing of the Initial Public Offering

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

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

Transfer & Trust Company acting as trustee, and invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16)

of the Investment Company Act, with a maturity of 185 days or less, or in any money market funds meeting certain conditions of Rule 2a-7

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

treasury obligations until the earlier of:

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

Trust Account to our stockholders, as described below.

Initial Business Combination

If we are unable to complete a Business Combination

within 24 months from the closing of the Initial Public Offering, or December 28, 2022 (the “Combination Period”), we 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 us 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 our board of directors, proceed to commence our voluntary liquidation and thereby our formal dissolution, 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 we do 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).

Liquidity and Going Concern

As of March 31, 2022, we had approximately $0.5

million in cash and a working capital deficit of approximately $710,000 (not taking into account approximately $223,000 of taxes that

may be paid using interest income from the Trust Account).

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.

In connection with our 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 our ability to continue as a going concern.

If we are unable to complete a Business Combination

by December 28, 2022, then we will cease all operations except for the purpose of liquidating.

Management intends to close the business

transaction prior to the termination date.

No adjustments have been made to the carrying amounts of assets or liabilities should we be

required to liquidate after December 28, 2022.

Management continues to evaluate the impact of

the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the unaudited condensed

financial statements.

The unaudited condensed financial statements do not include any adjustments that might result from the outcome of

this uncertainty.

Results of Operations

Our entire activity since inception up to March

31, 2022, was in preparation for our formation and the Initial Public Offering.

We will not be generating any operating revenues until

the closing and completion of our initial Business Combination.

For the three months ended March 31, 2022, we

had net income of approximately $6.7 million, which consisted of approximately $7.0 million in income from the change in fair value of

derivative warrant liabilities, and approximately $14,000 in interest gain on the Trust Account, partly offset by approximately $340,000

in general and administrative expenses and approximately $49,000 in franchise tax expense.

For the three months

ended March 31, 2021, we had net income of approximately $11.0 million, which consisted of approximately $11.5 million in changes in fair

value of derivative warrant liabilities and approximately $6,000 in interest gain on the Trust Account, offset by approximately $370,000

in general and administrative expenses and approximately $49,000 in franchise tax expense.

Contractual Obligations

Registration Rights

The holders of the Founder Shares, Private Placement

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

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

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

date of the registration statement for the Initial Public Offering.

The holders of these securities are entitled to make up to three demands,

excluding short form demands, that we 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 our securities.

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

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

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

in the aggregate.

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

or approximately $8.1 million.

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

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

Accounting Policies

Warrant Liabilities

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

We evaluate all of our financial

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

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

classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed

at the end of each reporting period.

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.

Underwriting Agreement

The underwriters were entitled to a cash underwriting

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

In addition, the representative

of the underwriters is entitled to a deferred fee of 3.5% of the 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 we complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

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

account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing

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

and are measured at fair value.

Shares of conditionally redeemable Class A common stock (including Class A common stock that feature

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

solely within our control) are classified as temporary equity.

At all other times, shares of Class A common stock are classified as stockholders’

Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to the

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 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

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.

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.

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

have a material impact on our unaudited condensed financial statements.

Sheet Arrangements

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

reporting requirements for qualifying public companies.

We qualify as an “emerging growth company” and under the JOBS Act

are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised

accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

the unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements

as of public company effective dates.

Additionally,

we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions

we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over

financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth

public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted

by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about

the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items

such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee

compensation.

These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until

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

We do not use derivative instruments to hedge

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

We evaluate all of our financial instruments, including issued stock purchase

warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480

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

The classification of derivative instruments, including

whether such instruments should be recorded as liabilities or as equity, is reassessed 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 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.

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject

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

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

Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either

within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified

as temporary equity.

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

Our Class A common

stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future

Accordingly, as of March 31, 2022 and December 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption

are presented as temporary equity, outside of the stockholders’ deficit section of our condensed balance sheets.

Under ASC 480-10-S99, we have 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

Effective 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.

Net Income (Loss) Per Common Stock

We 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 of shares.

This presentation assumes as 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.

Recent Accounting Pronouncements

Our management does not believe that any recently

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on our unaudited condensed

financial statements.

The Jumpstart Our Business Startups Act of 2012

(the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public

We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting

pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or

revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which

adoption of such standards is required for non-emerging growth companies.

As a result, the unaudited condensed financial statements may

not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating

the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth

in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among

other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to

Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank

Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory

audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the unaudited condensed

financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation

between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an

“emerging growth company,” whichever is earlier.

Factors That May Adversely Affect Our Results

of Operations

Our results of operations and our ability to complete

an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the

financial markets, many of which are beyond our control.

Our business could be impacted by, among other things, downturns in the financial

markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines

in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants,

and geopolitical instability, such as the military conflict in the Ukraine.

We cannot at this time fully predict the likelihood of one

or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability

to complete an initial business combination.

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.

We 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