What changed in this filing

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Item 1. Business

2021-12-23 compared with 2021-06-22 · 451 added, 421 removed, 1485 unchanged (37% of the section changed)

We are a blank check company incorporated

in Delaware on July 20, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization

We are a blank check company incorporated in Delaware

on July 20, 2020 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”).

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technology businesses that are shaping the digital future and creating a new paradigm of communications and computing.

Our registration statements for our

initial public offering (the “Initial Public Offering”) became effective on December 14, 2020.

Our registration statements for our initial public

offering (the “Initial Public Offering”) became effective on December 14, 2020.

On December 17, 2020 the Company

consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A common stock included

in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option

in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000.

Simultaneously with the closing of the

Initial Public Offering, we consummated the sale of 10,280,000 warrants (the “Private Placement Warrants”) at a price of $1.00

per Private Placement Warrant in a private placement (the “Private Placement”) to KINS Capital LLC (the “Sponsor”)

consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A common stock

included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment

option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000.

Simultaneously with the closing of the Initial

Public Offering, we consummated the sale of 10,280,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per

Private Placement Warrant in a private placement (the “Private Placement”) to KINS Capital LLC (the “Sponsor”)

and certain funds and accounts managed by BlackRock, Inc.

(the “Direct Anchor Investors” and which the Direct Anchor Investors,

together with the Sponsor, are the “initial stockholders”), generating gross proceeds of $10,280,000.

Following the closing of the Initial

Public Offering on December 17, 2020, an amount of $278,760,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the

Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”),

located in the United States and invested only in U.S.

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

Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended

investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the

Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the

distribution of the funds held in the Trust Account, as described below.

Our management has broad discretion

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

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

is no assurance that we will be able to complete a Business Combination successfully.

We must complete one or more initial Business Combinations

with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account

(excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account).

We will only complete

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

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

company under the Investment Company Act.

We intend to effectuate a Business Combination

using the proceeds from the Initial Public Offering and Private Placement, and from additional issuances of, if any, our capital stock

and our debt, or a combination of cash, stock and debt.

We have not engaged in, and we will not engage in, any operations until we complete

a Business Combination, and we have not generated any operating revenue to date.

We will not generate any operating revenues until after

completion of our initial Business Combination, at the earliest.

Our entire activity since July 20, 2020 (inception) through December

31, 2020 related to our formation, the preparation for the Initial Public Offering, and following the closing of the Initial Public Offering,

the search for a prospective initial Business Combination.

Based on our business activities, we are a “shell company” as defined

under the Exchange Act of 1934, as amended (the “Exchange Act”), because we have no operations and nominal assets consisting

almost entirely of cash.

(the “Direct Anchor Investors” and which the Direct Anchor

Investors, together with the Sponsor, are the “initial stockholders”), generating gross proceeds of $10,280,000.

Following the closing of the Initial Public Offering

on December 17, 2020, an amount of $278,760,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public

Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the

United States and invested only in U.S.

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

Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment

company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment

Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution

of the funds held in the Trust Account, as described below.

Our management has broad discretion with respect

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

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

There is no assurance that we

will be able to complete a Business Combination successfully.

We must complete one or more initial Business Combinations with one or more

operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the

deferred underwriting commissions and taxes payable on the interest earned on the Trust Account).

We will only complete a Business Combination

if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires

a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment

We intend to effectuate a Business

Combination using the proceeds from the Initial Public Offering and Private Placement, and from additional issuances of, if any, our

capital stock and our debt, or a combination of cash, stock and debt.

We have not engaged in, and we will not engage in, any

operations until we complete a Business Combination, and we have not generated any operating revenue to date.

We will not generate

any operating revenues until after completion of our initial Business Combination, at the earliest.

Our entire activity since

July 20, 2020 (inception) through December 31, 2020 related to our formation, the preparation for the Initial Public

Offering, and following the closing of the Initial Public Offering, the search for a prospective initial Business Combination.

on our business activities, we are a “shell company” as defined under the Exchange Act of 1934, as amended (the

“Exchange Act”), because we have no operations and nominal assets consisting almost entirely of cash.

We will provide the 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 stockholder meeting called to approve the Business Combination or

(ii) by means of a tender offer.

The decision as to whether we will seek stockholder approval of a Business Combination or conduct a tender

offer will be made by us.

The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount

then in the Trust Account (initially $10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

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

or (ii) by means of a tender offer.

The decision as to whether we will seek stockholder approval of a Business Combination or conduct

a tender offer will be made by us.

The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the

amount then in the Trust Account (initially $10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes

There will be no redemption rights upon the completion of a Business Combination with respect to our warrants.

If we have not completed a Business Combination

by June 17, 2022 or during any extended time that we have to consummate a Business Combination beyond June 17, 2022 as a result of a stockholder

vote to amend its certificate of incorporation (the “Combination Period”), we will (i) cease all operations except for the

purpose of winding up, (ii) as promptly as reasonably possible but not 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 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 liquidating distributions, if any), and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject

in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if we fail to complete

a Business Combination within the Combination Period.

by June 17, 2022 or during any extended time that we have to consummate a Business Combination beyond June 17, 2022 as a result

of a stockholder vote to amend its certificate of incorporation (the “Combination Period”), we will (i) cease all operations

except for the purpose of winding up, (ii) as promptly as reasonably possible but not 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 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 liquidating distributions, if any), and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,

subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable

There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if we fail

to complete a Business Combination within the Combination Period.

Effecting a Business Combination

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with respect to a Business Combination transaction with us.

Each of our officers and directors presently has,

and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities

pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such entities.

if any of our officers or directors becomes aware of a Business Combination opportunity which is suitable for one or more entities to

which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present

such Business Combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he

or she determines to present the opportunity to us.

For more information, see the section entitled “Item 10.

Directors, Executive

Officers and Corporate Governance—Conflicts of Interest.”

Each of our officers and directors presently

has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other

entities pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such

Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity which is suitable for

one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these

obligations and duties to present such Business Combination opportunity to such entities first, and only present it to us if such

entities reject the opportunity and he or she determines to present the opportunity to us.

For more information, see the section

entitled “Item 10.

Directors, Executive Officers and Corporate Governance—Conflicts of Interest.”

We do not believe, however, that the fiduciary

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though a majority of our public stockholders do not support such a combination.

We may not hold a stockholder

vote to approve our initial Business Combination unless the Business Combination would require stockholder approval under applicable law

or stock exchange listing requirements or if we decide to hold a stockholder vote for business or other reasons.

Except as required by

applicable law, the decision as to whether we will seek stockholder approval of a proposed Business Combination or will allow stockholders

to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors,

such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval

under stock exchange listing requirements.

Accordingly, we may complete our initial Business Combination even if holders of a majority

of our public shares do not approve of the Business Combination we complete.

We may not hold a

stockholder vote to approve our initial Business Combination unless the Business Combination would require stockholder approval

under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or other

Except as required by applicable law, the decision as to whether we will seek stockholder approval of a proposed Business

Combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion,

and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would

otherwise require us to seek stockholder approval under stock exchange listing requirements.

Accordingly, we may complete our

initial Business Combination even if holders of a majority of our public shares do not approve of the Business Combination we

If we seek stockholder approval of our initial

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stock in the open market.

The requirement that we complete our initial

Business Combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a Business

Combination and may limit the time we have in which to conduct due diligence on potential target businesses, in particular as we approach

our dissolution deadline, which could undermine our ability to complete our initial Business Combination on terms that would produce value

for our stockholders.

The requirement that we complete our

initial Business Combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a

Business Combination and may limit the time we have in which to conduct due diligence on potential target businesses, in particular

as we approach our dissolution deadline, which could undermine our ability to complete our initial Business Combination on terms

that would produce value for our stockholders.

Any potential target business

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(COVID-19) outbreak and other events, and the status of debt and equity markets.

In December 2019, a

novel strain of coronavirus was reported to have surfaced, which has and is continuing to spread throughout the world, including the United

In December 2019, a novel

strain of coronavirus was reported to have surfaced, which has and is continuing to spread throughout the world, including the United

On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public

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a target business with which we ultimately consummate a Business Combination, may be materially adversely affected.

In addition, our ability

to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other

In addition, our ability to

consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other

events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including as a result of

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of our initial Business Combination, although they are under no obligation to do so.

Such a purchase may include

a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner

thereof and therefore agrees not to exercise its redemption rights.

In the event that our initial stockholders, directors, officers, advisors

or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise

their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.

Additionally,

at any time at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material

nonpublic information), our initial stockholders, directors, officers, advisors or their affiliates may enter into transactions with investors

and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial Business Combination

or not redeem their public shares.

However, they have no current commitments, plans or intentions to engage in such transactions and have

not formulated any terms or conditions for any such transactions.

The purpose of any such transaction could be to (1) vote such shares

in favor of the initial Business Combination and thereby increase the likelihood of obtaining stockholder approval of the initial Business

Combination, (2) reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant

holders for approval in connection with our initial Business Combination or (3) satisfy a closing condition in an agreement with

a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination,

where it appears that such requirement would otherwise not be met.

This may result in the completion of our initial Business Combination

that may not otherwise have been possible.

Such a purchase may

include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the

beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our initial stockholders,

directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who

have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior

elections to redeem their shares.

Additionally, at any time at or prior to our initial Business Combination, subject to applicable

securities laws (including with respect to material nonpublic information), our initial stockholders, directors, officers, advisors

or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares,

vote their public shares in favor of our initial Business Combination or not redeem their public shares.

However, they have no

current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such

transactions.

The purpose of any such transaction could be to (1) vote such shares in favor of the initial Business Combination

and thereby increase the likelihood of obtaining stockholder approval of the initial Business Combination, (2) reduce the

number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in

connection with our initial Business Combination or (3) satisfy a closing condition in an agreement with a target that requires

us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that

such requirement would otherwise not be met.

This may result in the completion of our initial Business Combination that may not

otherwise have been possible.

In addition, if such purchases

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offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial Business Combination.

compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may

not become aware of the opportunity to redeem its shares.

In addition, the tender offer documents or proxy materials, as applicable, that

we will furnish to holders of our public shares in connection with our initial Business Combination will describe the various procedures

our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder

may not become aware of the opportunity to redeem its shares.

In addition, the tender offer documents or proxy materials, as applicable,

that we will furnish to holders of our public shares in connection with our initial Business Combination will describe the various procedures

that must be complied with in order to validly tender or redeem public shares.

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assets in excess of $5,000,000 upon the successful completion of the Initial Public Offering and the Private Placement and filed a Current

Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect

investors in blank check companies, such as Rule 419.

Accordingly, investors are not afforded the benefits or protections of those

Among other things, this means we will have a longer period of time to complete our initial Business Combination than do companies

subject to Rule 419.

Moreover, if the Initial Public Offering were subject to Rule 419, that rule would prohibit the release

of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in

connection with our completion of an initial Business Combination.

Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the

SEC to protect investors in blank check companies, such as Rule 419.

Accordingly, investors are not afforded the benefits or protections

of those rules.

Among other things, this means we will have a longer period of time to complete our initial Business Combination than

do companies subject to Rule 419.

Moreover, if the Initial Public Offering were subject to Rule 419, that rule would prohibit

the release of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released

to us in connection with our completion of an initial Business Combination.

If we seek stockholder approval of our initial

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held in the Trust Account, nor will the underwriters of the Initial Public Offering.

Examples of possible instances

where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular

expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute

a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

In addition, there is no guarantee

that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts

or agreements with us and will not seek recourse against the Trust Account for any reason.

Upon redemption of our public shares, if we

have not completed our initial Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection

with our initial Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may

be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption amount received by public stockholders

could be less than the $10.10 per share initially held in the Trust Account, due to claims of such creditors.

Our Sponsor has agreed that

it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or by a prospective

target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to

below (i) $10.10 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the

liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the amount of interest which

may be withdrawn to pay taxes.

This liability will not apply with respect to any claims by a third party who executed a waiver of any

and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the Initial

Public Offering against certain liabilities, including liabilities under the Securities Act.

Examples of possible

instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant

whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that

would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or

arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any

Upon redemption of our public shares, if we have not completed our initial Business Combination within the prescribed

timeframe, or upon the exercise of a redemption right in connection with our initial Business Combination, we will be required to

provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following

Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.10 per share

initially held in the Trust Account, due to claims of such creditors.

Our Sponsor has agreed that it will be liable to us if and to

the extent any claims by a third party for services rendered or products sold to us, or by a prospective target business with which

we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10

per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the

Trust Account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn

to pay taxes.

This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights

to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the Initial Public

Offering against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver

is deemed to be unenforceable against a third party, then our Sponsor will not be responsible to the extent of any liability for such

third-party claims.

We have not independently verified whether our Sponsor, which is a newly formed entity, has sufficient funds to satisfy

its indemnity obligations and believe that our Sponsor’s only assets are securities of our company.

We have not asked our Sponsor

to reserve for such indemnification obligations.

Therefore, we believe it is unlikely our Sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial Business Combination

and redemptions could be reduced to less than $10.10 per public share.

In such event, we may not be able to complete our initial Business

Combination, and you would receive such lesser amount per public share in connection with any redemption of your public shares.

our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

is deemed to be unenforceable against a third party, then our Sponsor will not be responsible to the extent of any liability for

such third-party claims.

We have not independently verified whether our Sponsor, which is a newly formed entity, has sufficient

funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our company.

not asked our Sponsor to reserve for such indemnification obligations.

Therefore, we believe it is unlikely our Sponsor would be

able to satisfy those obligations.

As a result, if any such claims were successfully made against the Trust Account, the funds

available for our initial Business Combination and redemptions could be reduced to less than $10.10 per public share.

In such event,

we may not be able to complete our initial Business Combination, and you would receive such lesser amount per public share in

connection with any redemption of your public shares.

None of our officers will indemnify us for claims by third parties including,

without limitation, claims by vendors and prospective target businesses.

Our independent directors may decide not

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than $10.10 per share.

The proceeds held in the

Trust Account may only be invested in direct U.S.

government securities with a maturity of 185 days or less, or in certain money

market funds which invest only in direct U.S.

The proceeds held in the Trust

Account may only be invested in direct U.S.

government securities with a maturity of 185 days or less, or in certain money market

funds which invest only in direct U.S.

Treasury obligations.

While short-term U.S.

government treasury obligations currently yield

a positive rate of interest, they have briefly yielded negative interest rates in recent years.

Central banks in Europe and Japan

pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility

that it may in the future adopt similar policies in the United States.

In the event of very low or negative yields, the amount of interest

income (which we may withdraw to pay income taxes, if any) would be reduced.

government treasury obligations currently yield a positive

rate of interest, they have briefly yielded negative interest rates in recent years.

Central banks in Europe and Japan pursued interest

rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it

may in the future adopt similar policies in the United States.

In the event of very low or negative yields, the amount of interest income

(which we may withdraw to pay income taxes, if any) would be reduced.

In the event that we are unable to complete our initial Business

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Because we will not be complying

with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will

provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years

with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that

will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years

following our dissolution.

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until after the consummation of our initial Business Combination, which could delay the opportunity for our stockholders to elect directors.

In accordance with Nasdaq

corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year

end following our listing on Nasdaq.

Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders

for the purposes of electing directors in accordance with our bylaws unless such election is made by written consent in lieu of such a

We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial Business Combination,

and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting.

Therefore, if our stockholders

want us to hold an annual meeting prior to the consummation of our initial Business Combination, they may attempt to force us to hold

one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.

Until we hold an

annual meeting of stockholders, public stockholders may not be afforded the opportunity to discuss company affairs with management.

addition, prior to our Business Combination (a) as holders of our Class A common stock, our public stockholders will not have

the right to vote on the appointment of our directors and (b) holders of a majority of the outstanding shares of our Class B

common stock may remove a member of our board of directors for any reason.

In accordance with

Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first

fiscal year end following our listing on Nasdaq.

Under Section 211(b) of the DGCL, we are, however, required to hold an

annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election is made by

written consent in lieu of such a meeting.

We may not hold an annual meeting of stockholders to elect new directors prior to the

consummation of our initial Business Combination, and thus we may not be in compliance with Section 211(b) of the DGCL,

which requires an annual meeting.

Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our

initial Business Combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of

Chancery in accordance with Section 211(c) of the DGCL.

Until we hold an annual meeting of stockholders, public

stockholders may not be afforded the opportunity to discuss company affairs with management.

In addition, prior to our Business

Combination (a) as holders of our Class A common stock, our public stockholders will not have the right to vote on the

appointment of our directors and (b) holders of a majority of the outstanding shares of our Class B common stock may

remove a member of our board of directors for any reason.

The grant of registration rights to our

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As of December 31,

there were 172,400,000 and 13,100,000 authorized but unissued shares of Class A common stock and Class B common stock, respectively,

available for issuance, which amount does not take into account the shares of Class A common stock reserved for issuance upon exercise

of any outstanding warrants or the shares of Class A common stock issuable upon conversion of Class B common stock.

As of December

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

Shares of Class B common stock are convertible into shares

of our Class A common stock initially at a one-for-one ratio but subject to adjustment as set forth herein, including in certain

circumstances in which we issue Class A common stock or equity-linked securities related to our initial Business Combination.

2020, there were 172,400,000 and 13,100,000 authorized but unissued shares of Class A common stock and Class B common stock,

respectively, available for issuance, which amount does not take into account the shares of Class A common stock reserved for issuance

upon exercise of any outstanding warrants or the shares of Class A common stock issuable upon conversion of Class B common stock.

As of December 31, 2020, there were no shares of preferred stock issued and outstanding.

Shares of Class B common stock are

convertible into shares of our Class A common stock initially at a one-for-one ratio but subject to adjustment as set forth herein,

including in certain circumstances in which we issue Class A common stock or equity-linked securities related to our initial Business

We may issue a substantial

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whether a particular target business is appropriate for our initial Business Combination.

Our initial stockholders

hold 6,900,000 founder shares as of the date of this Annual Report, including 6,150,000 held by our Sponsor.

The founder shares will be

worthless if we do not complete an initial Business Combination.

In addition, our Sponsor and Direct Anchor Investors purchased an aggregate

of 10,280,000 Private Placement Warrants, each exercisable for one share of our Class A common stock at $11.50 per share, subject

to adjustment, for a purchase price in the aggregate of approximately $10,280,000, or $1.00 per warrant, that will also be worthless if

we do not complete our initial Business Combination within the allocated time period.

Our initial stockholders hold

6,900,000 founder shares as of the date of this Annual Report, including 6,150,000 held by our Sponsor.

The founder shares will be worthless

if we do not complete an initial Business Combination.

In addition, our Sponsor and Direct Anchor Investors purchased an aggregate of

10,280,000 Private Placement Warrants, each exercisable for one share of our Class A common stock at $11.50 per share, subject to

adjustment, for a purchase price in the aggregate of approximately $10,280,000, or $1.00 per warrant, that will also be worthless if we

do not complete our initial Business Combination within the allocated time period.

In addition, we may obtain

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impact our operations and profitability.

We may complete our

initial Business Combination with a single target business or multiple target businesses simultaneously or within a short period of

However, we may not be able to complete our initial Business Combination with more than one target business because of various

factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial

statements with the SEC that present operating results and the financial condition of several target businesses as if they had been

operated on a combined basis.

By completing our initial Business Combination with only a single entity, our lack of diversification

may subject us to numerous economic, competitive and regulatory developments.

Further, we would not be able to diversify our

operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the

resources to complete several Business Combinations in different industries or different areas of a single industry.

In addition, we

initially intend to focus our search for an initial Business Combination in a single industry.

Accordingly, the prospects for our

success may be:

We may complete our initial

Business Combination with a single target business or multiple target businesses simultaneously or within a short period of time.

we may not be able to complete our initial Business Combination with more than one target business because of various factors, including

the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC

that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis.

By completing our initial Business Combination with only a single entity, our lack of diversification may subject us to numerous economic,

competitive and regulatory developments.

Further, we would not be able to diversify our operations or benefit from the possible spreading

of risks or offsetting of losses, unlike other entities which may have the resources to complete several Business Combinations in different

industries or different areas of a single industry.

In addition, we initially intend to focus our search for an initial Business Combination

in a single industry.

Accordingly, the prospects for our success may be:

solely dependent upon the performance of a single business, property or asset;

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and the trust agreement to facilitate the completion of an initial Business Combination that some of our stockholders may not support.

Some other blank check companies

have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s

pre-Business Combination activity, without approval by holders of a certain percentage of the company’s stockholders.

companies, amendment of these provisions typically requires approval by holders holding between 90% and 100% of the company’s public

Our certificate of incorporation will provide that any of its provisions related to pre-Business Combination activity (including

the requirement to deposit proceeds of the Initial Public Offering and the sale of the Private Placement Warrants into the Trust Account

and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein)

may be amended if approved by holders of at least 65% of our outstanding common stock entitled to vote thereon, and corresponding provisions

of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of at least 65% of

our outstanding common stock entitled to vote thereon;

provided that amendments relating to the appointment or removal of directors prior

to our initial Business Combination require a resolution passed by the holders of a majority of shares of our Class B common stock.

In all other instances, our certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled

to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange rules.

We may not issue additional securities

that would entitle the holders thereof, prior to our initial Business Combination, to (1) receive funds from the Trust Account or

(2) vote as a class with our public shares (a) on any initial Business Combination or (b) to approve an amendment to our

certificate of incorporation.

The restriction on issuing additional securities described in the prior sentence will expire upon consummation

of our initial Business Combination.

Our initial stockholders, who collectively beneficially own at least 20.0% of our common stock, may

participate in any vote to amend our certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner

As a result, we may be able to amend the provisions of our certificate of incorporation which will govern our pre-Business

Combination behavior more easily than some other blank check companies, and this may increase our ability to complete our initial Business

Combination with which you do not agree.

Our stockholders may pursue remedies against us for any breach of our certificate of incorporation.

Some other blank check

companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate

to a company’s pre-Business Combination activity, without approval by holders of a certain percentage of the

company’s stockholders.

In those companies, amendment of these provisions typically requires approval by holders holding

between 90% and 100% of the company’s public shares.

Our certificate of incorporation will provide that any of its provisions

related to pre-Business Combination activity (including the requirement to deposit proceeds of the Initial Public Offering and the

sale of the Private Placement Warrants into the Trust Account and not release such amounts except in specified circumstances, and to

provide redemption rights to public stockholders as described herein) may be amended if approved by holders of at least 65% of our

outstanding common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of

funds from our Trust Account may be amended if approved by holders of at least 65% of our outstanding common stock entitled to vote

provided that amendments relating to the appointment or removal of directors prior to our initial Business Combination

require a resolution passed by the holders of a majority of shares of our Class B common stock.

In all other instances, our

certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon,

subject to applicable provisions of the DGCL or applicable stock exchange rules.

We may not issue additional securities that would

entitle the holders thereof, prior to our initial Business Combination, to (1) receive funds from the Trust Account or

(2) vote as a class with our public shares (a) on any initial Business Combination or (b) to approve an amendment to

our certificate of incorporation.

The restriction on issuing additional securities described in the prior sentence will expire upon

consummation of our initial Business Combination.

Our initial stockholders, who collectively beneficially own at least 20.0% of our

common stock, may participate in any vote to amend our certificate of incorporation and/or trust agreement and will have the

discretion to vote in any manner they choose.

As a result, we may be able to amend the provisions of our certificate of

incorporation which will govern our pre-Business Combination behavior more easily than some other blank check companies, and this

may increase our ability to complete our initial Business Combination with which you do not agree.

Our stockholders may pursue

remedies against us for any breach of our certificate of incorporation.

Our Sponsor, officers, and

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requiring a stockholder vote, potentially in a manner that you do not support.

Our initial stockholders

own shares representing 20.0% of our issued and outstanding shares of common stock.

Our initial stockholders own

shares representing 20.0% of our issued and outstanding shares of common stock.

In addition, prior to our initial Business Combination,

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Section 404 of the Sarbanes-Oxley

Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year

ending December 31, 2021.

Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the

year ending December 31, 2021.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer

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an inability by us, or a refusal by third parties, to license content to us upon acceptable terms;

liability for negligence, copyright, or trademark infringement or other claims based on the nature and content of materials that we may

potential liability for negligence, copyright, or trademark infringement or other claims based on the nature and content of materials that we may distribute;

competition for the leisure and entertainment time and discretionary spending of subscribers or customers, which may intensify in part due to advances in technology and changes in consumer expectations and behavior;

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Combination, the ability of that target business to become profitable.

Our management may

not be able to maintain control of a target business after our initial Business Combination.

We cannot provide assurance that, upon loss

of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such

Our management may not be able to maintain

control of a target business after our initial Business Combination.

We cannot provide assurance that, upon loss of control of a target

business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We may structure our initial

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We cannot assure you that we will be able to meet those initial listing requirements at that time.

If any of our securities

are delisted from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect

such securities could be quoted on an over-the-counter market.

If any of our securities are

delisted from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such

securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant material adverse consequences,

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a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets

Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities,

which are referred to as “covered securities.” Our Units, Class A common stock and warrants currently qualify as

covered securities under such statute.

Although the states are pre-empted from regulating the sale of covered securities, the federal

statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity,

then the states can regulate or bar the sale of covered securities in a particular case.

While we are not aware of a state having used

these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state

securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the

sale of securities of blank check companies in their states.

Further, if we were no longer listed on Nasdaq, our securities would not

qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.

The National Securities

Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain

securities, which are referred to as “covered securities.” Our Units, Class A common stock and warrants

currently qualify as covered securities under such statute.

Although the states are pre-empted from regulating the sale of covered

securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a

finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.

are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies,

other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these

powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

Further, if we

were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject

to regulation in each state in which we offer our securities.

You will not be permitted to exercise your

warrants unless we register and qualify the issuance of the underlying shares of Class A common stock or certain exemptions are available.

Pursuant to terms of the

warrant agreement, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial

Business Combination, we will use our commercially reasonable efforts to file, and within 60 business days following our initial Business

Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable

upon exercise of the warrants.

We will use our commercially reasonable efforts to maintain the effectiveness of such registration statement

and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed.

We cannot assure

you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set

forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current,

Pursuant to terms of the warrant

agreement, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial Business

Combination, we will use our commercially reasonable efforts to file, and within 60 business days following our initial Business Combination

to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise

of the warrants.

We will use our commercially reasonable efforts to maintain the effectiveness of such registration statement and a current

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

We cannot assure you that

we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth

in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current,

complete or correct or the SEC issues a stop order.

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of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under

Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to

do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we

will not be required to file or maintain in effect a registration statement, but we will be required to use our commercially reasonable

efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

In no event will

we be required to net cash settle any warrant.

If the issuance of the shares upon exercise of the warrants is not so registered or qualified

or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant

may have no value and expire worthless.

In such event, holders who acquired their warrants as part of a purchase of units will have

paid the full unit purchase price solely for the shares of Class A common stock included in the Units.

There may be a circumstance

where an exemption from registration exists for holders of our Private Placement Warrants to exercise their warrants while a corresponding

exemption does not exist for holders of the public warrants that were included as part of the Units.

In such an instance, the initial

purchasers and their permitted transferees (which may include our directors and officers) would be able to exercise their warrants and

sell the common stock underlying their warrants while holders of our public warrants would not be able to exercise their warrants and

sell the underlying common stock.

If and when the warrants become redeemable by us, we may exercise our redemption right even if we are

unable to register or qualify the underlying shares of Class A common stock for sale under all applicable state securities laws.

Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants

to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so

elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our commercially

reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

event will we be required to net cash settle any warrant.

If the issuance of the shares upon exercise of the warrants is not so registered

or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and

such warrant may have no value and expire worthless.

In such event, holders who acquired their warrants as part of a purchase of units

will have paid the full unit purchase price solely for the shares of Class A common stock included in the Units.

a circumstance where an exemption from registration exists for holders of our Private Placement Warrants to exercise their warrants while

a corresponding exemption does not exist for holders of the public warrants that were included as part of the Units.

In such an instance,

the initial purchasers and their permitted transferees (which may include our directors and officers) would be able to exercise their

warrants and sell the common stock underlying their warrants while holders of our public warrants would not be able to exercise their

warrants and sell the underlying common stock.

If and when the warrants become redeemable by us, we may exercise our redemption right

even if we are unable to register or qualify the underlying shares of Class A common stock for sale under all applicable state securities

As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

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in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.

agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any

mistake or defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make

any change that adversely affects the interests of the registered holders of public warrants and, solely with respect to any amendment

warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct

any mistake or defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to

make any change that adversely affects the interests of the registered holders of public warrants and, solely with respect to any amendment

to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants,

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In addition, unlike many

other similarly structured blank check companies, we have the ability to redeem outstanding warrants 90 days after they become exercisable

for $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise

their warrants prior to redemption for a number of Class A common stock determined based on the redemption date and the fair market

value of our Class A common stock and provided certain other conditions are met.

We would redeem the warrants in this manner when

we believe it is in our best interest to update our capital structure to remove the warrants and pay fair market value to the warrant

We can also redeem the warrants for common stock when the Class A common stock is trading at a price starting at $10.00,

which is below the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position

while providing warrant holders with fair market value in the form of shares of Class A common stock.

If we choose to redeem the

warrants when the Class A common stock is trading at a price below the exercise price of the warrants, this could result in the warrant

holders receiving fewer shares of Class A common stock than they would have received if they had chosen to wait to exercise their

warrants for shares of Class A common stock if and when the Class A common stock trades at a price higher than the exercise

price of $11.50.

Any such redemption may have similar consequences to the redemption described in the above paragraph.

In addition, such

redemption may occur at a time when the warrants are “out-of-the-money,” in which case you would lose any potential embedded

value from a subsequent increase in the value of the Class A common stock had your warrants remained outstanding.

Finally, this redemption

feature provides a ceiling to the value of your warrants since it locks in the redemption price in the number of Class A common stock

to be received if we choose to redeem the warrants for common stock.

other similarly structured blank check companies, we have the ability to redeem outstanding warrants 90 days after they become

exercisable for $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders

will be able to exercise their warrants prior to redemption for a number of Class A common stock determined based on the

redemption date and the fair market value of our Class A common stock and provided certain other conditions are met.

redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants

and pay fair market value to the warrant holders.

We can also redeem the warrants for common stock when the Class A common

stock is trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with

respect to our capital structure and cash position while providing warrant holders with fair market value in the form of shares of

Class A common stock.

If we choose to redeem the warrants when the Class A common stock is trading at a price below the

exercise price of the warrants, this could result in the warrant holders receiving fewer shares of Class A common stock than

they would have received if they had chosen to wait to exercise their warrants for shares of Class A common stock if and when

the Class A common stock trades at a price higher than the exercise price of $11.50.

Any such redemption may have similar

consequences to the redemption described in the above paragraph.

In addition, such redemption may occur at a time when the warrants

are “out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the

value of the Class A common stock had your warrants remained outstanding.

Finally, this redemption feature provides a ceiling

to the value of your warrants since it locks in the redemption price in the number of Class A common stock to be received if we

choose to redeem the warrants for common stock.

Because each Unit contains one-half of one

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to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

In addition, the exclusive forum provision will not apply to actions brought under the Securities Act, or the rules and regulations thereunder.

In addition, the exclusive forum provision will not apply to actions brought under the Securities Act, or the rules and regulations

By purchasing or otherwise

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General Risk Factors

warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement

regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff

Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)”

(the “SEC Statement”).

Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain

tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants.

As a result of the SEC Statement, we reevaluated the accounting treatment of our 13,800,000 public warrants and 10,280,000 private placement

Our warrants are

accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

On April 12, 2021, the

Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the

accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on

Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the

“SEC Statement”).

Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender

offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants.

a result of the SEC Statement, we reevaluated the accounting treatment of our 13,800,000 public warrants and 10,280,000 private placement

warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period

reported in earnings.

a result, included on our balance sheet as of December 31, 2020 contained elsewhere in this Annual Report are derivative liabilities related

to embedded features contained within our warrants.

Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”),

provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss

related to the change in the fair value being recognized in earnings in the statement of operations.

As a result of the recurring fair

value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of

Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each

reporting period and that the amount of such gains or losses could be material.

As a result, included on our

balance sheet as of December 31, 2020 contained elsewhere in this Annual Report are derivative liabilities related to embedded features

contained within our warrants.

Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the

remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the

change in the fair value being recognized in earnings in the statement of operations.

As a result of the recurring fair value measurement,

our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control.

the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period

and that the amount of such gains or losses could be material.

We have identified

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to report our results of operations and financial condition accurately and in a timely manner.

Following the issuance

of the SEC Staff Statement on April 12, 2021, after consultation with our independent registered public accounting firm, our management

Following the issuance of

the SEC Staff Statement on April 12, 2021, after consultation with our independent registered public accounting firm, our management

and our audit committee concluded that, in light of the SEC Statement, it was appropriate to restate previously issued and audited financial

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misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As described elsewhere

in this Amendment No.

1, we have identified a material weakness in our internal control over financial reporting related to the accounting

for a significant and unusual transaction related to the warrants we issued in connection with our initial public offering in December

As described elsewhere in

Amendment No.

1, we identified a material weakness in our internal control over financial reporting related to the accounting for

a significant and unusual transaction related to the warrants we issued in connection with our initial public offering in December 2020.

As a result of this material weakness, our management has concluded that our internal control over financial reporting was not effective

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in fair value of derivative warrant liabilities, Class A common stock subject to possible redemption, accumulated deficit and related

financial disclosures for the Affected Periods.

For a discussion of management’s consideration of the material weakness identified

related to our accounting for a significant and unusual transaction related to the warrants we issued in connection with the December

2020 initial public offering, see “Note 2—Restatement of Previously Issued Financial Statements”

to the accompanying

financial statements, as well as “Part II, Item 9A.

Controls and Procedures included in this Annual Report.”

As described in “Part

Controls and Procedures,”

we have concluded that our internal control over financial reporting was ineffective as of

December 31, 2020 because material weaknesses existed in our internal control over financial reporting.

We have taken a number of measures

to remediate the material weaknesses described therein;

however, if we are unable to remediate our material weaknesses in a timely manner

or we identify additional material weaknesses, we may be unable to provide required financial information in a timely and reliable manner

and we may incorrectly report financial information.

Likewise, if our financial statements are not filed on a timely basis, we could be

subject to sanctions or investigations by the stock exchange on which our Class A common stock are listed, the SEC or other regulatory

financial disclosures for the Affected Periods (as defined in the First Amended Filing).

For a discussion of management’s consideration

of the material weakness identified related to our accounting for a significant and unusual transaction related to the warrants we issued

in connection with the December 2020 initial public offering, see “Note 2—Restatement of Previously Issued Financial

Statements” to the accompanying financial statements included in the First Amended Filing, as well as “Part II, Item

Controls and Procedures included in this Annual Report” in the First Amended Filing.

As described elsewhere

in this Amendment No.

2, we have identified a material weakness in our internal control over financial reporting related to the

Company’s application of ASC 480-10-S99-3A to its accounting classification of the Public Shares and its presentation of

earnings per share.

As a result of this material weakness, our management has concluded that our internal control over financial

reporting was not effective as of December 31, 2020.

Historically, a portion of the Public Shares was classified as permanent

equity to maintain stockholders’ equity greater than $5 million on the basis 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, as described in the Charter.

the Company’s re-evaluation of the Company’s application of ASC 480-10-S99-3A to its accounting classification of the

Public Shares, the Company’s management has determined that the Public Shares include certain provisions that require

classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained

in the Charter.

For a discussion of management’s consideration of the material weakness identified related to the

Company’s application of ASC 480-10-S99-3A to its accounting classification of the Public Share, see “Note 2” to

the accompanying financial statements, as well as Part II, Item 9A:

Controls and Procedures included in this Amendment

As described in “Part II, Item

Controls and Procedures,” we have concluded that our internal control over financial reporting was ineffective as of December 31,

2020 because material weaknesses existed in our internal control over financial reporting.

We have taken a number of measures to remediate

the material weaknesses described therein;

however, if we are unable to remediate our material weaknesses in a timely manner or we identify

additional material weaknesses, we may be unable to provide required financial information in a timely and reliable manner and we may

incorrectly report financial information.

Likewise, if our financial statements are not filed on a timely basis, we could be subject to

sanctions or investigations by the stock exchange on which our Class A common stock are listed, the SEC or other regulatory authorities.

Failure to timely file will cause us to be ineligible to utilize short form registration statements on Form S-3 or Form S-4,

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In addition, we will incur additional costs to remediate material weaknesses in our internal

control over financial reporting, as described in “Part II, Item 9A.

Controls and Procedures.”

We can give no assurance

that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional

material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate

internal control over financial reporting or circumvention of these controls.

In addition, even if we are successful in strengthening

our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or

errors or to facilitate the fair presentation of our financial statements.

may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

the issuance of the SEC Statement, as discussed with our independent registered public accounting firm, our management and our audit committee

concluded that it was appropriate to restate our previously issued audited financial statements as of December 31, 2020 and for the period

ended December 31, 2020 (the “Restatement”).

See “—Our warrants are accounted for as liabilities and the changes

in value of our warrants could have a material effect on our financial results.”

As part of the Restatement, we identified a material

weakness in our internal controls over financial reporting.

a result of such material weakness, the Restatement, the change in accounting for the warrants, and other matters raised or that may in

the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the

federal and state securities laws, contractual claims or other claims arising from the Restatement and material weaknesses in our internal

control over financial reporting and the preparation of our financial statements.

As of the date of this Annual Report, we have no knowledge

of any such litigation or dispute.

However, we can provide no assurance that such litigation or dispute will not arise in the future.

Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations

and financial condition or our ability to complete a Business Combination.

control over financial reporting, as described in “Part II, Item 9A.

Controls and Procedures.”

We can give no assurance that

the measures we have taken and plan to take in the future will remediate the material weaknesses identified or that any additional material

weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal

control over financial reporting or circumvention of these controls.

In addition, even if we are successful in strengthening our controls

and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to

facilitate the fair presentation of our financial statements.

We may face litigation

and other risks as a result of the material weakness in our internal control over financial reporting.

Following the issuance of

the SEC Statement our management and our audit committee concluded that it was appropriate to restate our previously issued audited financial

statements as of December 31, 2020 and for the period ended December 31, 2020 (the “Restatement”).

warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.”

As part of the Restatement, we identified a material weakness in our internal controls over financial reporting.

In addition, as described

elsewhere in this Amendment No.

2, we have identified a material weakness in our internal control over financial reporting related

to the Company’s application of ASC 480-10-S99-3A to its accounting classification of the Public Shares and its presentation of

earnings per share.

As a result of such material

weaknesses, the restatements, the changes in accounting for the warrantsand the Public Shares we face potential for litigation or other

disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising

from the restatements and material weaknesses in our internal control over financial reporting and the preparation of our financial statements.

As of the date of this Amendment No.

2, we have no knowledge of any such litigation or dispute.

However, we can provide no assurance

that such litigation or dispute will not arise in the future.

Any such litigation or dispute, whether successful or not, could have a

material adverse effect on our business, results of operations and financial condition or our ability to complete a Business Combination.

We are a newly formed company with no operating

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by, or businesses associated with, our management team and their respective affiliates is presented for informational purposes only.

Past performance by our management team and their respective affiliates is not a guarantee either (i) that we will be able to locate

a suitable candidate for our initial Business Combination or (ii) of success with respect to any Business Combination we may consummate.

performance by our management team and their respective affiliates is not a guarantee either (i) that we will be able to locate a

suitable candidate for our initial Business Combination or (ii) of success with respect to any Business Combination we may consummate.

Our officers and directors have not had management experience with special purpose acquisition corporations in the past.

You should not

rely on the historical performance of our management team and their respective affiliates as an indication of the future performance

of an investment in our company or the returns we will, or are likely to, generate going forward.

rely on the historical performance of our management team and their respective affiliates as an indication of the future performance of

an investment in our company or the returns we will, or are likely to, generate going forward.

In addition, an investment in our company

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may make it more difficult to compare our performance with other public companies.

We are an “emerging

growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but

not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,

reduced disclosure obligations regarding executive compensation in our 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.

As a result, our stockholders may not have access to certain information they may deem important.

an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if

the market value of our common stock held by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal

year, in which case we would no longer be an emerging growth company as of the end of such fiscal year.

We cannot predict whether investors

will find our securities less attractive because we will rely on these exemptions.

If some investors find our securities less attractive

as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there

may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

“emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take

advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not

emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of

Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our 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.

As a result, our stockholders may not have access to

certain information they may deem important.

We could be an emerging growth company for up to five years, although

circumstances could cause us to lose that status earlier, including if the market value of our common stock held by non-affiliates

exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging

growth company as of the end of such fiscal year.

We cannot predict whether investors will find our securities less attractive

because we will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance on these

exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading

market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of

the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

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reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain

reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by

non-affiliates equals to or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual

revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our common stock held by non-affiliates

equals or exceeds $700 million as of the end of that year’s second fiscal quarter.

To the extent we take advantage of such

reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Smaller reporting companies may take advantage

of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock

held by non-affiliates equals to or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our

annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our common stock held by

non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter.

To the extent we take advantage

of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult

or impossible.

Unresolved Staff Comments.

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-K/A

Item 1. Business