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Item 8. Financial Statements and Supplementary Data

2021-12-23 compared with 2021-06-22 · 763 added, 738 removed, 938 unchanged (62% of the section changed)

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INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Report of Independent

Registered Public Accounting Firm

Financial Statements:

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to Financial Statements (as restated)

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Stockholders and the Board of Directors

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of KINS Technology Group Inc.

(the “Company”) as of December 31, 2020, the related statements of operations, changes in stockholders’

equity and cash flows for the period from July 20, 2020 (inception) through December 31, 2020, and the related notes (collectively referred

to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the period from July

20, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

(the “Company”) as of December 31, 2020, the related statements of operations, changes

in stockholders’ deficit and cash flows for the period from July 20, 2020 (inception) through December 31, 2020, and the

related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its

cash flows for the period from July 20, 2020 (inception) through December 31, 2020, in conformity with accounting principles

generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, if the Company

is unable to raise additional funds to alleviate liquidity needs and complete a business combination by June 17, 2022 then the Company

will cease all operations except for the purpose of liquidating.

The liquidity condition and date for mandatory liquidation and subsequent

dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

Management's plans in regard to

these matters are also described in Note 1.

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

of this uncertainty.

The accompanying financial statements have

been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, if the

Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by June 17, 2022

then the Company will cease all operations except for the purpose of liquidating.

The liquidity condition and date for mandatory

liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

Restatement of Financial Statements

As discussed in Note 2 to the financial statements,

the Securities and Exchange Commission issued a public statement entitled Staff Statement on Accounting and Reporting Considerations

for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “Public Statement”) on April 12,

2021, which discusses the accounting for certain warrants as liabilities.

The Company previously accounted for its warrants as equity

Management evaluated its warrants against the Public Statement, and determined that the warrants should be accounted for

as liabilities.

Accordingly, the 2020 financial statements have been restated to correct the accounting and related disclosure for the

the 2020 financial statements have been restated to correct certain misstatements.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and

are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules

and regulations of the Securities and Exchange Commission and the PCAOB.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

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New York, New York

June 21, 2021

June 21, 2021, except for the effects of

the restatement disclosed in Note 2 as to which the date is December 22, 2021.

KINS TECHNOLOGY GROUP INC.

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Commitments and contingencies

Class A common stock subject to possible redemption, 24,104,788 shares at $10.10 per share redemption value

Class A common stock subject to possible redemption $0.0001 par value, 27,600,000 shares at $10.10 per share redemption value

Stockholders’

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75,000,000 shares authorized;

3,495,212 shares issued and outstanding (excluding 24,104,788 shares subject to possible redemption)

no shares issued and outstanding (excluding 27,600,000 shares subject to possible redemption)

Class B common stock, $0.0001 par value;

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Accumulated deficit

(30,302,323 )

Total Stockholders’

(30,301,633 )

Total Liabilities and Stockholders’

$ 280,243,445

The accompanying notes

are an integral part of the financial statements.

The accompanying notes are an integral part

of the financial statements.

KINS TECHNOLOGY GROUP INC.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JULY 20, 2020

(INCEPTION) THROUGH DECEMBER 31, 2020

FOR THE PERIOD FROM JULY 20, 2020 (INCEPTION)

THROUGH DECEMBER 31, 2020

As Restated - See Note 2

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Transaction costs allocated to derivative warrant liabilities

Change in fair value of derivative warrant

Change in fair value of derivative warrant liabilities

Interest income

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$ (4,084,500 )

Weighted average shares outstanding of Class A redeemable common stock

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

Weighted average shares outstanding of Class B non-redeemable common stock

Basic and diluted net loss per share, Class B non-redeemable common stock

Weighted average shares outstanding of Class A common stock

Basic and diluted loss per share, Class A common stock

Weighted average shares outstanding of Class B common stock

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

The accompanying notes are an integral part

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Stockholders’

Balance –

2020 (Inception)

Issuance of Class B

common stock to the Sponsor

Sale Units, in initial public

offering, less fair value of public warrants, net of underwriting discounts and transaction costs

Cash paid in excess of fair

value for Private Placement Warrants

Class A Common stock subject

to possible redemption

(24,104,788 )

July 20, 2020 (Inception)

of Class B common stock to the Sponsor

of Class A common stock subject to redemption

(26,217,823 )

(28,606,533 )

paid in excess of fair value for Private Placement Warrants

December 31, 2020

$ (30,302,323 )

$ (30,301,633 )

The accompanying notes are an integral part

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Non-Cash Financing Activities:

Initial classification of Class A common stock subject to possible redemption

$ 247,073,563

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

$ (3,615,204 )

Deferred underwriting fee payable

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of the financial statements.

KINS TECHNOLOGY GROUP

KINS TECHNOLOGY GROUP INC.

NOTES TO FINANCIAL STATEMENTS

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AND BUSINESS OPERATIONS

KINS Technology

KINS Technology Group Inc.

(the “Company”) was incorporated in Delaware on July 20, 2020.

The Company was 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 Company was 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”).

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for the Company’s 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 which is described in Note 4.

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 which is described in Note 4.

Simultaneously with the closing

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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, which is described in Note 5.

(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, which is described in Note 5.

Transaction costs incurred

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other offering costs, of which $15,220,533 was charged to equity and $468,315 was expensed through the Statement of Operations.

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

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

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Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

The Company’s

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.

The Company’s 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

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

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).

The Company 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.

The Company 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 the Company will seek stockholder

approval of a Business Combination or conduct a tender offer will be made by the Company.

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).

There will be no redemption rights upon the completion of

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

The Company will

only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions

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

If a stockholder

vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote

for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate

The Company 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).

The Company 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.

The Company 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 the Company will seek stockholder approval

of a Business Combination or conduct a tender offer will be made by the Company.

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).

There will be no redemption rights upon the completion of a Business Combination

with respect to the Company’s warrants.

The Company will only proceed

with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the

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

If a stockholder vote

is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for

business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate

of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (“SEC”)

and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transaction

is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business

or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not

pursuant to the tender offer rules.

If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has

agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in

favor of approving a Business Combination.

Additionally, each Public Stockholder may elect to redeem their Public Shares without voting,

and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding

the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the

tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder

or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect

to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company.

The Sponsor has

agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the

completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the

substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100%

of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with

respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides

the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company

has not completed a Business Combination by June 17, 2022 or during any extended time that the Company has 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”),

Securities and Exchange Commission

(“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder

approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder

approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the

proxy rules and not pursuant to the tender offer rules.

If the Company seeks stockholder approval in connection with a Business Combination,

the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public

Offering in favor of approving a Business Combination.

Additionally, each Public Stockholder may elect to redeem their Public Shares without

voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing,

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

the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other

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

Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more

than an aggregate of 20% of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to

waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business

Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of

the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if

the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any

other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders

with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company has not completed

a Business Combination by June 17, 2022 or during any extended time that the Company has 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”),

the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but

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complete a Business Combination within the Combination Period.

The Sponsor has

agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within

The Sponsor has agreed

to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within

the Combination Period.

However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will

be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account

in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will

be included with the other 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

$10.10 per Unit.

In order to protect

the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party

for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering

into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share

and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if

less than $10.10 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability

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

in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering

against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent

of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify

the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent

registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements

with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources and Going Concern

However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares

will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within

the Combination Period.

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6)

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

such event, such amounts will be included with the other 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 $10.10 per Unit.

In order to protect the amounts

held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services

rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction

agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual

amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public

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

by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will

it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities,

including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an

executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability

for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account

due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered

accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company

waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources and Going

As of December 31, 2020,

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the Company Working Capital Loans (see Note 5).

As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan.

In connection with the Company’s assessment of going concern

considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15,

“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”

the Company has until June 17,

2022 to consummate a Business Combination.

It is uncertain that the Company will be able to consummate a Business Combination by this

Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company until one year from

the issuance of these financial statements.

If a Business Combination is not consummated by this date, there will be a mandatory liquidation

and subsequent dissolution of the Company.

Management has determined that the liquidity condition and mandatory liquidation, should a

Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue

as a going concern.

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

after June 17, 2022.

The Company intends to complete a Business Combination before the mandatory liquidation date.

As of December 31, 2020, there were no amounts outstanding under any Working Capital

In connection with the Company’s

assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update

(“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”

the Company has until June 17, 2022 to consummate a Business Combination.

It is uncertain that the Company will be able to consummate

a Business Combination by this time.

Additionally, the Company may not have sufficient liquidity to fund the working capital needs of

the Company until one year from the issuance of these financial statements.

If a Business Combination is not consummated by this date,

there will be a mandatory liquidation and subsequent dissolution of the Company.

Management has determined that the liquidity condition

and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about

the Company’s ability to continue as a going concern.

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

should the Company be required to liquidate after June 17, 2022.

The Company intends to complete a Business Combination before the

mandatory liquidation date.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company previously accounted

for its outstanding Public Warrants (as defined in Note 5) and Private Placement Warrants (collectively, with the Public Warrants, the

“Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities.

The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent

upon the characteristics of the holder of the warrant.

In addition, the warrant agreement includes a provision that in the event of a

tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock,

all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).

On April 12, 2021, the staff

of the Division of Corporation Finance of the Securities and Exchange Commission 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

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, dated as of November 5, 2020, between

the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”).

In further consideration

of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”)

Subtopic 815-40, Contracts in Entity’s Own Equity.

ASC Section 815-40-15 addresses equity versus liability treatment and classification

of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only

if, among other things, the warrant is indexed to the issuer’s common stock.

Under ASC Section 815-40-15, a warrant is not indexed

to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and

that event is not an input to the fair value of the warrant.

Based on management’s evaluation, the Company’s audit committee,

in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s

common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing

of a fixed-for-fixed option on equity shares.

In addition, based on management’s evaluation, the Company’s audit committee,

in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity”

criteria as contemplated by ASC Section 815-40-25.

As a result of the above,

the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements.

Under this accounting

treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate

the treatment of the warrants (including on December 17, 2020 and December 31, 2020) and recognize changes in the fair value from the

prior period in the Company’s operating results for the current period.

Balance sheet as of December 17, 2020 (audited)

Derivative warrant liabilities

Total Liabilities

Class A Common Stock Subject to Possible Redemption

The Company concluded it

should restate its previously issued financial statements by amending Amendment No.

1 to its Annual Report on Form 10-K/A, filed

with the SEC on June 22, 2021, to classify all Class A common stock subject to possible redemption in temporary equity.

In accordance

with ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption

to be classified outside of permanent equity.

The Company had previously classified a portion of its Class A common stock in permanent

equity, or total stockholders’ equity.

Although the Company did not specify a maximum redemption threshold, its charter currently

provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001.

Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets.

Effective with

these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets.

Also, in connection

with the change in presentation for the Class A common stock subject to possible redemption, the Company also revised its earnings

per share calculation to allocate income and losses shared pro rata between the two classes of common stock.

This presentation contemplates

a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income and losses

of the Company.

As a result, the Company restated its previously filed financial statements to present all redeemable Class A common

stock as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public

Offering and in accordance with ASC 480.

The Company’s previously filed financial statements that contained the error were initially

reported in the Company’s Form 8-K filed with the SEC on December 23, 2020 (the “Post-IPO Balance Sheet”)

and the Company's Annual Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company's

Amendment No.

1 to its Form 10-K as filed with the SEC on June 22, 2021, as well as the Form 10-Qs for the quarterly

periods ended March 31, 2021 and June 30, 2021 (the “Affected Periods”).

These financial statements restate the

Company’s previously issued audited financial statements covering the periods through December 31, 2020.

The Company’s

unaudited financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021 will be restated in an amendment

to the Company’s Form 10-Q/A for the quarterly period ended September 30, 2021 to be filed with the SEC.

Refer to Note

3 and Note 8, which have been updated to reflect the restatement contained in this Annual Report.

The impact of the restatement on the Company’s

historical financial statements is presented below:

Sheet as of December 17, 2020 (audited)

10-K/A Amendment

common stock subject to possible redemption

$ 247,073,563

Class A Common Stock

Additional Paid-in Capital

Accumulated Deficit

$ 278,760,000

paid-in capital

$ (5,468,300 )

$ (4,69,302 )

$ (26,217,823 )

$ (26,687,125 )

Stockholders’

Balance sheet as of December 31, 2020 (audited)

Derivative warrant liabilities

Total Liabilities

Class A Common Stock Subject to Possible Redemption

Equity (Deficit)

$ (31,686,437 )

Class A Common Stock

Additional Paid-in Capital

Accumulated Deficit

$ (26,686,435 )

Sheet as of December 31, 2020 (audited)

common stock subject to possible redemption

$ 243,458,359

$ 278,760,000

paid-in capital

$ (9,083,468 )

$ (4,084,500 )

$ (26,217,823 )

$ (30,302,323 )

Stockholders’

Statement of Operations for the Period from July 20, 2020 (inception) to December 31, 2020 (audited)

Change in fair value of warrant liability

Equity (Deficit)

$ (35,301,641 )

$ (30,301,633 )

Transaction costs allocated to derivative warrant liabilities

Basic and diluted net loss per share, non-redeemable Class B

Cash Flow Statement for the Period from July 20, 2020 (inception) to December 31, 2020 (audited)

of Operations for Period from July 20, 2020 (inception) through December 31, 2020 (audited)

and diluted weighted average shares outstanding, Class A common stock

(25,243,902 )

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

and diluted weighted average shares outstanding, Class B common stock

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

of Changes in Stockholders’

Deficit for the Year Ended December 31, 2020 (audited)

Units, in initial public offering, less fair value of public warrants, net of underwriting discounts and transaction costs

$ 250,153,467

Change in fair value of derivative warrant liabilities

Transaction costs allocated to derivative warrant liabilities

Initial classification of Class A common stock subject to possible redemption

$ (250,153,467 )

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

common stock subject to possible redemption

$ (243,458,359 )

$ 243,458,359

of Class A common stock subject to possible redemption

$ (28,606,533 )

of Cash Flows for the Year Ended December 31, 2020 (audited)

classification of Class A common stock subject to possible redemption

$ 247,073,563

$ (247,073,563 )

in value of Class A common stock subject to possible redemption

$ (3,615,204 )

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying

financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted

in the United States of America (“U.S.

The accompanying financial

statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted in the United

States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities

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The Company is an “emerging

growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified

by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from

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

limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404

growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”),

as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions

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

not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404

of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements,

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parachute payments not previously approved.

Further, Section 102(b)(1)

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

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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its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified

as liability instruments and are measured at fair value.

Conditionally redeemable common stock (including common stock that features redemption

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

the Company’s control) is classified as temporary equity.

Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are

classified as liability instruments and are measured at fair value.

Conditionally redeemable common stock (including common stock that

features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events

not solely within the Company’s control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’

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control and subject to occurrence of uncertain future events.

Accordingly, at December 31, 2020, 24,104,788 shares of Class A common stock

subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s

balance sheet.

Accordingly, at December 31, 2020, 27,600,000 shares of Class A

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

Company’s balance sheet.

The Company recognizes changes

in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value

at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable common stock are affected by charges

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

At December 31, 2020,

the Class A common stock reflected in the balance sheet are reconciled in the following table:

Gross proceeds

$ 276,000,000

Proceeds allocated to Public Warrants

(10,626,000 )

Class A common stock issuance costs

(15,239,420 )

Accretion of carrying value to redemption value

Class A common stock subject to possible redemption

$ 278,760,000

Offering Costs

Offering costs consisted of legal, accounting

and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering.

Offering costs

consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to

the Initial Public Offering.

Offering costs amounted to $15,688,848, of which $15,220,533 was charged to stockholders’

the completion of the Initial Public Offering and $468,315 was expensed through the Statement of Operations.

The allocation of offering

costs between equity and expense was done to attribute a portion of the costs to the Private Placement Warrant and Public Warrants.

amounts were allocated on a pro-rated basis, taking into account the proceeds and costs associated with the Initial Public Offering.

were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared

to total proceeds received.

Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations.

Offering costs associated with the Class A common stock issued were initially charged to temporary equity.

Offering costs incurred

amounted to $15,688,848, consisting of $5,520,000 in cash underwriting fees, $9,660,000 of deferred underwriting fees and $508,848 of

other offering costs, of which $15,239,420 was charged to temporary equity and $449,428 was allocated to the warrant liability and expensed

through the statements of operations.

Derivative Warrant Liabilities

The Company accounts

for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms

The Company accounts for

warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms

and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)

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the warrants are indexed to the Company’s own common stock, among other conditions for equity classification.

This assessment,

which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period

end date while the warrants are outstanding.

For issued or modified

warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification,

the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

The liabilities are subject to re-measurement at each balance sheet date until exercised and changes.

Changes in the estimated fair value

of the warrants are recognized in the statements of operations.

The fair value of the Private Placement Warrants and Public Warrants were

initially and subsequently measured using a Binomial Lattice Model (see Note 9).

This assessment, which

requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end

date while the warrants are outstanding.

For issued or modified warrants

that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in

capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants

are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

The liabilities

are subject to re-measurement at each balance sheet date until exercised and changes.

Changes in the estimated fair value of the warrants

are recognized in the statements of operations.

The fair value of the Private Placement Warrants and Public Warrants were initially and

subsequently measured using a Binomial Lattice Model (see Note 9).

The Company follows the asset

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There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020.

The Company is currently

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

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

The Company is

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

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

Net Income (Loss) per Common Share

Net income (loss) per common

share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period.

has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 24,080,000 shares of Class A

common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future

events and the inclusion of such warrants would be anti-dilutive.

The Company’s

statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner

similar to the two-class method of income (loss) per share.

Net income per common share, basic and diluted, for Class A redeemable common

stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable

common stock outstanding since original issuance.

Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated

by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income

taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period.

Class B non-redeemable common

stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the

Trust Account.

The following table reflects

the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts) for the period from July

20, 2020 (inception) through December 31, 2020:

Redeemable Class A Common Stock

Earnings allocable to Redeemable Class A Common Stock

Interest Income

Income and Franchise Tax

Redeemable Net Earnings

Weighted Average Redeemable Class A Common Stock

Redeemable Class A Common Stock, Basic and Diluted

Earnings/Basic and Diluted Redeemable Class A Common Stock

Non-Redeemable Class B Common Stock

Net Income (Loss) minus Redeemable Net Earnings

The Company complies

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

Net income (loss) per common share

is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period.

applies the two-class method in calculating earnings per share.

Accretion associated with the redeemable shares of Class A common

stock is excluded from earnings per share as the redemption value approximates fair value.

The calculation

of diluted income (loss) per share does not consider the effect of the Warrants issued in connection with the (i) Initial Public

Offering, and (ii) the private placement since the exercise of the Warrants is contingent upon the occurrence of future events.

Warrants are exercisable to purchase 24,080,000 shares of Class A common stock in the aggregate.

As of December 31, 2020, the

Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock

and then share in the earnings of the Company.

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

share for the periods presented.

The following table

reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

For the Period from July 20,

2020 (Inception) Through

December 31, 2020

Basic and diluted net income (loss) per common share

Allocation of net income (loss), as adjusted

$ (1,176,921 )

Redeemable Net Earnings

Non-Redeemable Net Loss

$ (2,907,579 )

Weighted Average Non-Redeemable B Common Stock

Non-Redeemable Class B Common Stock,

Basic and Diluted

Loss/Basic and Diluted Non-Redeemable B Common Stock

Basic and diluted weighted average shares outstanding

Basic and diluted net income per common share

As of December 31, 2020,

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NOTE 4 — INITIAL PUBLIC OFFERING

Pursuant to the

Initial Public Offering, the Company sold 27,600,000 Units which includes a full exercise by the underwriters of their over-allotment

option in the amount of 3,600,000 Units, at a price of $10.00 per Unit.

Each Unit consists of one share of Class A common stock and

one-half of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one share

of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Pursuant to the Initial Public

Offering, the Company sold 27,600,000 Units which includes a full exercise by the underwriters of their over-allotment option in

the amount of 3,600,000 Units, at a price of $10.00 per Unit.

Each Unit consists of one share of Class A common stock and one-half

of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one share of Class A

common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

NOTE 5 — PRIVATE PLACEMENT

Simultaneously

with the closing of the Initial Public Offering, the Sponsor and the Direct Anchor Investors purchased an aggregate of 10,280,000 Private

Placement Warrants at a price of $1.00 per Private Placement Warrant, or $10,280,000.

Each Private Placement Warrant is exercisable to

purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

The proceeds from

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

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

Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable

law) and the Private Placement Warrants will expire worthless.

Simultaneously with the closing

of the Initial Public Offering, the Sponsor and the Direct Anchor Investors purchased an aggregate of 10,280,000 Private Placement Warrants

at a price of $1.00 per Private Placement Warrant, or $10,280,000.

Each Private Placement Warrant is exercisable to purchase one share

of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

The proceeds from the sale of the Private

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

If the Company does not

complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the

Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private

Placement Warrants will expire worthless.

NOTE 6 — RELATED PARTIES

Founder Shares

2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common

stock (the “Founder Shares”).

On July 27, 2020, the

Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock

(the “Founder Shares”).

In October 2020, the Sponsor forfeited 625,000 Founder Shares and the Direct Anchor Investors

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The Company entered into

an agreement, commencing on December 14, 2020 through the earlier of the Company’s consummation of a Business Combination and its

liquidation, to pay the Sponsor a total of up to $20,000 per month for office space, utilities and secretarial and administrative support.

an agreement, commencing on December 14, 2020 through the earlier of the Company’s consummation of a Business Combination and

its liquidation, to pay the Sponsor a total of up to $20,000 per month for office space, utilities and secretarial and administrative

For period from July 20, 2020 (inception) through December 31, 2020, the Company paid $20,000 in fees for these services.

Promissory Note — Related Party

2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company

may borrow up to an aggregate principal amount of $300,000.

The Promissory Note was non-interest bearing and payable on the earlier of

(i) December 31, 2020 or (ii) the consummation of the Initial Public Offering.

The outstanding balance under the Promissory

Note was repaid subsequent to the Initial Public Offering, at which point the note was terminated.

On July 27, 2020, the

Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow

up to an aggregate principal amount of $300,000.

The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31,

2020 or (ii) the consummation of the Initial Public Offering.

The outstanding balance under the Promissory Note was repaid subsequent

to the Initial Public Offering, at which point the note was terminated.

Related Party Loans

In order to finance

transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s

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

Such Working Capital Loans would be evidenced by promissory notes.

The notes may be repaid upon completion of a Business Combination,

without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination

into warrants at a price of $1.00 per warrant.

In order to finance transaction

costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers

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

Capital Loans would be evidenced by promissory notes.

The notes may be repaid upon completion of a Business Combination, without interest,

or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants

at a price of $1.00 per warrant.

Such warrants would be identical to the Private Placement Warrants.

In the event that a

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

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

As of December 31, 2020, there were

no amounts outstanding under the Working Capital Loans.

In the event that a Business Combination

does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds

held in the Trust Account would be used to repay the Working Capital Loans.

As of December 31, 2020, there were no amounts outstanding

under the Working Capital Loans.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

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Pursuant to a registration

rights agreement entered into on December 14, 2020, the holders of the Founder Shares, Private Placement Warrants and securities that

may be issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement.

The holders of at least 30% in interest of these securities will be entitled to make up to three demands, excluding short form registration

demands, that we register such securities for sale under the Securities Act.

In addition, these holders will have certain “piggy-back”

registration rights to include their securities in other registration statements filed subsequent to the completion of a Business Combination

and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

The Company will bear

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

rights agreement entered into on December 14, 2020, the holders of the Founder Shares, Private Placement Warrants and securities

that may be issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights

The holders of at least 30% in interest of these securities will be entitled to make up to three demands, excluding short form

registration demands, that we register such securities for sale under the Securities Act.

In addition, these holders will have certain

“piggy-back” registration rights to include their securities in other registration statements filed subsequent to the completion

of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities

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

Underwriting Agreement

The underwriters

are entitled to a deferred fee of $0.35 per Unit, or up to $9,660,000 in the aggregate.

The deferred fee will become payable to the underwriters

from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms

of the underwriting agreement.

The underwriters are entitled

to a deferred fee of $0.35 per Unit, or up to $9,660,000 in the aggregate.

The deferred fee will become payable to the underwriters from

the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the

underwriting agreement.

NOTE 8 — STOCKHOLDERS’ EQUITY

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

such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

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

with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of

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

Common Stock — The Company is authorized to issue 75,000,000 shares of Class A common stock with a par value of $0.0001

Common Stock — The Company is authorized to issue 75,000,000 shares of Class A common stock with a par value

of $0.0001 per share.

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

At December 31, 2020, there were 3,495,212 shares

of Class A common stock issued and outstanding, excluding 24,104,788 shares of Class A common stock subject to possible redemption.

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

At December 31, 2020, there were

27,600,000 shares of Class A common stock issued and outstanding were subject to possible redemption and presented as temporary equity.

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

of $0.0001 per share.

Holders of Class B common stock are entitled to one vote for each share.

At December 31, 2020, there were 6,900,000 shares

of Class B common stock issued and outstanding.

Only holders of

the Class B common stock will have the right to vote on the election of directors prior to the Business Combination.

Holders of Class A

common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders

At December 31, 2020, there were

6,900,000 shares of Class B common stock issued and outstanding.

Only holders of the Class B

common stock will have the right to vote on the election of directors prior to the Business Combination.

Holders of Class A common

stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders

except as otherwise required by law.

15 unchanged sentences

the Company had 13,800,000 Public Warrants and 10,280,000 Private Placement Warrants outstanding.

Public Warrants may only be exercised for a whole number of shares.

No fractional warrants will be

issued upon separation of the Units and only whole warrants will trade.

The Public Warrants will become exercisable on the later of (a) 30 days

after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering.

Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will

not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation

to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A

common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying

its obligations with respect to registration.

No warrant will be exercisable and the Company will not be obligated to issue shares of

Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered,

qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has

agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company

will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective,

Public Warrants may only

be exercised for a whole number of shares.

No fractional warrants will be issued upon separation of the Units and only whole warrants

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination

and (b) 12 months from the closing of the Initial Public Offering.

The Public Warrants will expire five years after the

completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated

to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant

exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying

the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect

to registration.

No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon

exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to

be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that

as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use

its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective,

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

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the above, if the Class A common stock is at the time of any exercise 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, the Company may,

at its 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 the Company so elects, the Company 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.

Redemptions of warrants

when the price of Class A common stock equals or exceeds $18.00 — Once the warrants become exercisable, the Company may redeem

the Public Warrants:

that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company

may, at its 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 the Company so elects, the Company 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.

of warrants when the price of Class A common stock equals or exceeds $18.00 — Once the warrants become exercisable,

the Company may redeem the Public Warrants:

in whole and not in part;

2 unchanged sentences

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

If and when the

warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the

underlying securities for sale under all applicable state securities laws.

Redemption of

warrants when the price per share of Class A common stock equals or exceeds $10.00 – Once the warrants become exercisable, the

Company may redeem the outstanding warrants:

If and when the warrants

become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying

securities for sale under all applicable state securities laws.

of warrants when the price per share of Class A common stock equals or exceeds $10.00 – Once the warrants become

exercisable, the Company may redeem the outstanding warrants:

in whole and not in part;

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if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30-day period after the written notice of redemption is given.

In addition, if

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

connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A

common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors,

and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor

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

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

Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading

price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which

the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price

of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price,

In addition, if (x) the

Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with

the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock

(with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the

case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its

affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from

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

on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of

the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the

Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of

the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price,

and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market

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

The Private Placement

Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement

Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable,

assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally,

the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they

are held by the initial purchasers or their permitted transferees.

If the Private Placement Warrants are held by someone other than the

initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by

such holders on the same basis as the Public Warrants.

The Private Placement Warrants

are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants

and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable

or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the

Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are

held by the initial purchasers or their permitted transferees.

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

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

on the same basis as the Public Warrants.

The Company’s net deferred

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deferred tax assets and has therefore established a full valuation allowance.

For the period from July 20, 2020 (inception) through December

31, 2020, the change in the valuation allowance was $51,447.

For the period from July 20, 2020 (inception) through

December 31, 2020, the change in the valuation allowance was $51,447.

A reconciliation of the federal

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Transaction costs allocated to derivative warrant liabilities

Change in fair value of derivative warrant

Change in fair value of derivative warrant liabilities

Change in valuation allowance

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premiums or discounts.

At December 31, 2020, assets

held in the Trust Account were comprised of $897 in cash and $278,766,888 in U.S.

At December 31, 2020,

assets held in the Trust Account were comprised of $897 in cash and $278,766,888 in U.S.

Treasury Securities.

During the period ended December 31,

2020, the Company did not withdraw any interest income from the Trust Account.

The following table

presents information about the Company’s assets that are measured at fair value on a recurring basis at

December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair

The gross holding gain and fair value of held-to-maturity securities at December 31, 2020 are as follows:

During the period ended

December 31, 2020, the Company did not withdraw any interest income from the Trust Account.

The following table presents

information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates

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

The gross holding gain and fair value

of held-to-maturity securities at December 31, 2020 are as follows:

Held-To-Maturity

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$ 278,773,966

The following table

presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at

December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair

The following table presents

information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31,

2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Marketable securities held in Trust Account

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The Warrants were accounted

for as liabilities in accordance with ASC 815-40 and are presented within Derivative warrant liabilities on our accompanying December 31, 2020 balance sheet.

The Derivative warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented

within change in fair value of Derivative warrant liabilities in the statement of operations.

for as liabilities in accordance with ASC 815-40 and are presented within Derivative warrant liabilities on our accompanying December 31,

2020 balance sheet.

The Derivative warrant liabilities are measured at fair value at inception and on a recurring basis, with changes

in fair value presented within change in fair value of Derivative warrant liabilities in the statement of operations.

Initial Measurement

The Company established

the initial fair value for the Warrants on December 17, 2020, the date of the Company’s Initial Public Offering, using a Binomial

The Company established the

initial fair value for the Warrants on December 17, 2020, the date of the Company’s Initial Public Offering, using a Binomial

Lattice Model for the Private Placement Warrants and the Public Warrants.

The Company allocated the proceeds received from (i) the sale

of Units (which is inclusive of one share of Class A Common Stock and one-half of one Public Warrant), (ii) the sale of Private Placement

Warrants, and (iii) the issuance of Class B Common stock, first to the Warrants based on their fair values as determined at initial

measurement, with the remaining proceeds allocated to Class A Common stock subject to possible redemption, Class A Common stock and Class B Common stock based on their relative fair values at the initial measurement date.

The Warrants were classified as Level

3 at the initial measurement date due to the use of unobservable inputs.

The Company allocated the proceeds received from (i) the

sale of Units (which is inclusive of one share of Class A Common Stock and one-half of one Public Warrant), (ii) the sale of

Private Placement Warrants, and (iii) the issuance of Class B Common stock, first to the Warrants based on their fair values

as determined at initial measurement, with the remaining proceeds allocated to Class A Common stock subject to possible redemption,

Class A Common stock and Class B Common stock based on their relative fair values at the initial measurement date.

were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The key inputs into the binomial lattice simulation

model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:

December 31, 2020

December 17, 2020

Risk-free interest rate

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Exercise price

On December 17, 2020, the

Private Placement Warrants and Public Warrants were determined to be $0.77 per warrant for aggregate values of $7.92 million and $10.63

On December 17, 2020,

the Private Placement Warrants and Public Warrants were determined to be $0.77 per warrant for aggregate values of $7.92 million and $10.63

million, respectively.

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Subsequent Measurement

The Warrants are

measured at fair value on a recurring basis.

The Warrants are measured

at fair value on a recurring basis.

The subsequent measurement of the Public Warrants and Private Warrants as of December 31, 2020

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the changes in the fair value of warrant liabilities (level 3 measurements):

Private Placement

Warrant Liabilities

Fair value as of July 20, 2020

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Fair value as of December 31, 2020

The Company recognizes transfers into and out of the fair value levels

at the end of the reporting period.

There were no transfers into or out of the levels during the period ended December 31, 2020.

Level 3 financial

liabilities consist of the Public and Private Placement derivative warrant liabilities for which there is no

current market for these securities such that the determination of fair value requires significant judgment or estimation.

in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in

estimates or assumptions and recorded as appropriate.

The Company recognizes transfers

into and out of the fair value levels at the end of the reporting period.

There were no transfers into or out of the levels during the

period ended December 31, 2020.

Level 3 financial liabilities

consist of the Public and Private Placement derivative warrant liabilities for which there is no current market for these securities such

that the determination of fair value requires significant judgment or estimation.

Changes in fair value measurements categorized within

Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

SUBSEQUENT EVENTS

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summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls are also designed with

the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer

and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Disclosure controls are also designed

with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive

officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

In connection with this Amendment,

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the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, solely due to the Company’s restatement of

its financial statements to reclassify the Company’s Warrants as described in the Explanatory Note to this Amendment, our disclosure

controls and procedures were not effective as December 31, 2020.

Based upon that evaluation, our Certifying Officers concluded that, due to the Company’s restatement of its financial

statements to reclassify the Company’s Warrants as described in the Explanatory Note to Amendment No.

1 and due to interpretation

and accounting for certain complex features of the Class A common stock issued by the Company as described in the Explanatory Note

to Amendment No.

2, our disclosure controls and procedures were not effective as December 31, 2020.

We do not expect that our disclosure controls

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Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in the Exchange

Act Rule 13a-15(f).

Our internal control over financial reporting is designed to provide reasonable assurance to our management and board

of directors regarding the preparation and fair presentation of financial statements.

A control system, no matter

how well designed and operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met.

of these inherent limitations, management does not expect that our internal control over financial reporting will prevent all error and

Management conducted an evaluation of our internal control over financial reporting based on the framework in Internal Control—Integrated

Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (the “2013 Framework”).

on our evaluation under the 2013 Framework, management concluded that our internal control over financial reporting was not effective

as of December 31, 2020.

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting, as defined in the Exchange Act Rule 13a-15(f).

Our internal control

over financial reporting is designed to provide reasonable assurance to our management and board of directors regarding the preparation

and fair presentation of financial statements.

A control system, no matter how well designed and operated, can only provide reasonable,

not absolute, assurance that the objectives of the control system are met.

Because of these inherent limitations, management does

not expect that our internal control over financial reporting will prevent all error and all fraud.

Management conducted an evaluation

of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued in 2013

by the Committee of Sponsoring Organizations of the Treadway Commission (the “2013 Framework”).

Based on our evaluation under

the 2013 Framework, management concluded that our internal control over financial reporting was not effective as of December 31,

In connection with the restatement of our financial

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effectiveness of our internal control over financial reporting and concluded that we did not maintain effective internal control over

financial reporting as of December 31, 2020 because of a material weakness in our internal control over financial reporting described

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

Public Offering.

Notwithstanding the material weakness described below, our management has concluded that our restated and revised audited financial statements included in this Annual Report are fairly stated in all material respects in accordance with U.S.

for each of the periods presented herein.

In connection with the restatement described in “Note

2— Restatement of Previously Issued Financial Statements” to the accompanying financial statements included in

this Annual Report, management 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 the Initial Public Offering.

This material

weakness resulted in a material misstatement of our warrant liability, change in fair value of warrant liability, additional paid-in capital

and accumulated deficit as of and for the period ended December 31, 2020.

To respond to this material weakness, we have devoted, and

plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial

While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these

processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our financial statements.

financial reporting as of December 31, 2020 because of a material weaknesses in our internal control over financial reporting described

below related to the accounting for complex financial instruments.

Notwithstanding the material weaknesses described below, our management

has concluded that our restated and revised audited financial statements included in this Annual Report are fairly stated in all material

respects in accordance with U.S.

GAAP for each of the periods presented herein.

In connection with the Amendment No.

1 restatement

described in “Note 2— Restatement of Previously Issued Financial Statements” to the accompanying financial statements

included in this Annual Report, management 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 the Initial Public Offering.

This material weakness resulted in a material misstatement of our warrant liability, change in fair value of warrant liability, additional

paid-in capital and accumulated deficit as of and for the period ended December 31, 2020.

In connection with this Amendment No.

2 restatement

described in “Note 2— Restatement of Previously Issued Financial Statements” to the accompanying financial statements

included in this Annual Report, management identified a material weakness in our internal control over financial reporting related to

the accounting for certain complex features of the Class A common stock resulting in the misclassification of a portion of the Class A

common stock as permanent equity instead of temporary equity and changes to the Company’s net income (loss) per share calculations.

This material weakness resulted in a material misstatement of our Class A common stock subject to redemption, Class A common

stock, additional paid-in capital, accumulated deficit, and earnings per share of Class A and Class B common stock as of and

for the period ended December 31, 2020.

To respond to these material weaknesses, we have

devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over

financial reporting.

While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance

these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our

financial statements.

Our plans at this time include providing enhanced access to accounting literature, research materials and documents

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have the intended effects.

This Annual Report on Form 10-K does not include an attestation

report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public

This Annual Report on Form 10-K does not

include an attestation report of our independent registered public accounting firm due to a transition period established by rules of

the SEC for newly public companies.

Restatement of Previously Issued Financial

On June 17, 2021, we revised our prior

position on accounting for warrants and concluded that our previously issued financial statements as of and for the period from July

20, 2020 (inception) through December 31, 2020 should not be relied on because of a misapplication in the guidance on warrant

However, the non-cash adjustments to the financial statements do not impact the amounts previously reported for our cash

and cash equivalents, total assets, revenue or cash flows.

On June 17, 2021, we restated our prior position

on accounting for warrants and concluded that our previously issued financial statements as of and for the period from July 20, 2020

(inception) through December 31, 2020 should not be relied on because of a misapplication in the guidance on warrant accounting.

However, the non-cash adjustments to the financial statements do not impact the amounts previously reported for our cash and cash equivalents,

total assets, revenue or cash flows.

On December 22, 2021, we restated our prior

position on accounting for certain complex features of the Class A common stock and concluded that our previously issued financial

statements as of and for the period from July 20, 2020 (inception) through December 31, 2020 should not be relied on because

of a misapplication in the guidance.

However, the non-cash adjustments to the financial statements do not impact the amounts previously

reported for our cash and cash equivalents, total assets, revenue or cash flows.

Changes in Internal Control over Financial

There were no changes in our internal

control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most

recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting as the circumstances that led to the restatement of our financial statements described in this Annual Report on Form 10-K/A had not yet

been identified.

Due solely to the events that led to our restatement of our financial statements, management has identified a

material weakness in internal controls related to the accounting for warrants issued in connection with our initial public offering,

as described in Note 2 to the Notes to our Consolidated Financial Statements.

In light of the restatement of our Original Financial

Statements included in this Amendment, we plan to enhance our processes to identify and appropriately apply applicable accounting

requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial

Our plans at this time include providing enhanced access to accounting literature, research materials and documents and

increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting

applications.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these

initiatives will ultimately have the intended effects.

There were no changes in our internal control

over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most

recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial

reporting as the circumstances that led to the restatement of our financial statements described in this Annual Report on Form 10-K/A

had not yet been identified.

Due solely to the events that led to our restatement of our financial statements, management has identified

a material weakness in internal controls related to the accounting for complex financial instruments, as described in Note 2 to the Notes

to our Consolidated Financial Statements.

In light of the restatement of our Original Financial Statements included in this Amendment,

we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand

the nuances of the complex accounting standards that apply to our financial statements.

Our plans at this time include providing enhanced

access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals

with whom we consult regarding complex accounting applications.

The elements of our remediation plan can only be accomplished over time,

and we can offer no assurance that these initiatives will ultimately have the intended effects.

Other Information.

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Allen Salmasi

Khurram Sheikh has served as

our Founder, Chairman and Chief Executive Officer since our inception and Chief Financial Officer since August 2020.

Sheikh has been

at the forefront of innovation in the technology, mobile, semiconductor, telecom and media industries for the past 25 years with CEO and

CTO roles at leading technology companies.

Sheikh has served as our Founder, Chairman and Chief Executive Officer since our inception and Chief Financial Officer

since August 2020.

Sheikh has been at the forefront of innovation in the technology, mobile, semiconductor, telecom and

media industries for the past 25 years with CEO and CTO roles at leading technology companies.

Since March 2020, Mr.

Sheikh has been the Founder, Executive Chairman & CEO of Aijaad,

a boutique strategic advisory firm where he advises both large private equity firms as well as boards of public companies on the future

of 5G, IoT, Edge Computing and AI technologies and is actively involved in M&A, technology strategy and market development.

to early 2020, Mr.

Sheikh was the CEO of kwikbit, a private company building a “network as a service” solution using gigabit

radios, edge compute, virtualization, and artificial intelligence.

has been the Founder, Executive Chairman & CEO of Aijaad, a boutique strategic advisory firm where he advises both large private

equity firms as well as boards of public companies on the future of 5G, IoT, Edge Computing and AI technologies and is actively involved

in M&A, technology strategy and market development.

From 2016 to early 2020, Mr.

Sheikh was the CEO of kwikbit, a private company

building a “network as a service” solution using gigabit radios, edge compute, virtualization, and artificial intelligence.

Prior to kwikbit, in 2014, Mr.

Sheikh was appointed as the Chief Strategy

and Technology Officer for Silicon Image (SIMG) and the President/CEO of its millimeter wave/5G subsidiary SiBEAM.

SIMG was acquired by

Lattice Semiconductor (Nasdaq:LSCC) in 2015 for $600 million after which Mr.

Sheikh was appointed the Chief Strategy and Technology Officer

of the combined company responsible for corporate strategy, roadmap, M&A and technology development and was there until 2016.

2007 onwards, he was the CTO for Powerwave Technologies, a large wireless infrastructure vendor.

Powerwave filed for Chapter 11 bankruptcy

protection in January 2013, and in April 2013 Mr.

Sheikh was appointed as the Chief Strategy and Technology Officer for Silicon Image (SIMG) and the

President/CEO of its millimeter wave/5G subsidiary SiBEAM.

SIMG was acquired by Lattice Semiconductor (Nasdaq:LSCC) in 2015 for $600 million

after which Mr.

Sheikh was appointed the Chief Strategy and Technology Officer of the combined company responsible for corporate

strategy, roadmap, M&A and technology development and was there until 2016.

From 2007 onwards, he was the CTO for Powerwave Technologies,

a large wireless infrastructure vendor.

Powerwave filed for Chapter 11 bankruptcy protection in January 2013, and in April 2013

Sheikh was appointed as the CEO of Powerwave to help with the sale of the company.

that year, Mr.

Sheikh successfully facilitated the sale of approximately 1,400 patents owned by Powerwave to private equity firm Gores

Later that year, Mr.

Sheikh successfully

facilitated the sale of approximately 1,400 patents owned by Powerwave to private equity firm Gores Group.

From 2005 to 2007, Mr.

Sheikh was Vice President, Wireless Strategy and Development at Time Warner Cable leading the cable company’s

entry into the wireless space.

was Vice President, Wireless Strategy and Development at Time Warner Cable leading the cable company’s entry into the wireless space.

From 1996 to 2005, Mr.

Sheikh held senior technology roles at Sprint including CTO Mobile Broadband responsible

for deploying the world’s first 4G system and acquisition of multi-billion dollar spectrum assets at 2.5GHz.

Sheikh holds a

Bachelor of Science degree in Electrical Engineering with highest honors from the University of Engineering & Technology in Pakistan,

as well as a Master of Science degree in Electrical Engineering from Stanford University.

Sheikh held senior technology roles at Sprint including CTO Mobile Broadband responsible for deploying the

world’s first 4G system and acquisition of multi-billion dollar spectrum assets at 2.5GHz.

Sheikh holds a Bachelor of Science

degree in Electrical Engineering with highest honors from the University of Engineering & Technology in Pakistan, as well as

a Master of Science degree in Electrical Engineering from Stanford University.

Sheikh is well qualified to serve as Chairman

of our board because of his extensive experience advising boards of directors of public and private companies and his extensive professional

Eric Zimits has served as our

Chief Corporate Development Officer since August 2020.

Zimits has served as our Chief Corporate Development Officer since August 2020.

Since 2016, Mr.

Zimits has served as a Strategic Advisor to Netzyn, Inc., a company

that has developed a distributed cloud platform that streams native applications and operating systems to any user device.

to his current role at Netzyn, he serves as advisor to early stage companies including Image Algorithmics and Nivasa.

Prior to Netzyn,

Zimits served as a Managing Director of Granite Ventures from 2000 until 2016.

At Granite, he focused on investing in early-stage

communications, security, and software companies including RF Magic (NYSE:

MXL), Speakeasy (acquired by Best Buy), Mojo Networks (acquired

by Arista), Percello (acquired by Broadcom), and Localmind (acquired by Airbnb).

served as a Strategic Advisor to Netzyn, Inc., a company that has developed a distributed cloud platform that streams native

applications and operating systems to any user device.

In addition to his current role at Netzyn, he serves as advisor to early

stage companies including Image Algorithmics and Nivasa.

Prior to Netzyn, Mr.

Zimits served as a Managing Director of Granite

Ventures from 2000 until 2016.

At Granite, he focused on investing in early-stage communications, security, and software companies

including RF Magic (NYSE:

MXL), Speakeasy (acquired by Best Buy), Mojo Networks (acquired by Arista), Percello (acquired by

Broadcom), and Localmind (acquired by Airbnb).

From 1996 to 2000, Mr.

Zimits was Managing Director and

head of the Communications Research Group at Hambrecht & Quist, and later ChaseH&Q after the acquisition of H&Q.

he initiated and supported numerous venture investments including InterNAP, Sierra Wireless, Amber Networks, and Paragon Software.

Zimits was Managing Director and head of the

Communications Research Group at Hambrecht & Quist, and later ChaseH&Q after the acquisition of H&Q.

initiated and supported numerous venture investments including InterNAP, Sierra Wireless, Amber Networks, and Paragon Software.

1992 to 1996, Mr.

Zimits was a General Partner at Volpe, Welty & Company.

Before that, he held analyst positions at Rauscher Pierce

Refsnes and Morgan Keegan & Company.

Zimits received a Bachelor’s degree from Purdue University in biomedical engineering

and an M.B.A.

Before that, he held analyst positions at

Rauscher Pierce Refsnes and Morgan Keegan & Company.

Zimits received a Bachelor’s degree from Purdue

University in biomedical engineering and an M.B.A.

from Tulane University’s A.B.

Freeman School of Business.

Hassan Ahmed has served as a

member of our Board of Directors since August 2020.

Ahmed most recently served as the Chairman and CEO of Affirmed Networks, which

pioneered virtualization technologies for mobile, especially 5G, networks, from inception until the company was sold to Microsoft in March

Before that, he was chief technology officer of Cascade Communications, which Ascend Communications acquired in 1997.

Prior to Cascade,

Ahmed has served as a member of our Board of Directors since August 2020.

Ahmed most recently served as the

Chairman and CEO of Affirmed Networks, which pioneered virtualization technologies for mobile, especially 5G, networks, from inception

until the company was sold to Microsoft in March 2020.

Before that, he was chief technology officer of Cascade Communications, which

Ascend Communications acquired in 1997.

Prior to Cascade, Mr.

Ahmed served as CEO and Chairman of Sonus Networks.

Ahmed currently serves on the board of Ciena Corp.

currently serves on the board of Ciena Corp.

CIEN) and Vesper.

Ahmed holds Bachelor and Master’s degrees in Engineering from Carleton University and a Ph.D in Electrical Engineering from

Stanford University.

Ahmed is well qualified to serve on our board because of his extensive experience advising boards of directors

of public and private companies and his extensive professional experience.

Di-Ann Eisnor has served as

a member of our Board of Directors since August 2020.

Ahmed holds Bachelor and Master’s degrees in Engineering

from Carleton University and a Ph.D in Electrical Engineering from Stanford University.

Ahmed is well qualified to serve on our

board because of his extensive experience advising boards of directors of public and private companies and his extensive professional

Eisnor has served as a member of our Board of Directors since August 2020.

Since November 2019, Ms.

Eisnor has served as Co-Founder and CEO of Core, a venture-backed

construction labor marketplace.

Before that, from February 2019 until October 2019, she was an executive of The We Company, a part of

the We Work Companies, where she was responsible for development of their cities platform.

has served as Co-Founder and CEO of Core, a venture-backed construction labor marketplace.

Before that, from February 2019 until

October 2019, she was an executive of The We Company, a part of the We Work Companies, where she was responsible for development

of their cities platform.

Prior to that, Ms.

Eisnor served as Director

of Urban Systems at Google, from June 2018 until February 2019.

Eisnor served as Director of Urban Systems at Google, from June 2018 until February 2019.

Previously, Ms.

Eisnor was with Waze, Inc., a crowd-sourced navigation

and real-time traffic application owned by Alphabet, Inc., for 10 years, most recently serving as the VP Platform and Director of Growth.

Eisnor was with Waze, Inc., a crowd-sourced navigation and real-time traffic application owned by Alphabet, Inc.,

for 10 years, most recently serving as the VP Platform and Director of Growth.

Prior to joining Waze, Ms.

Eisnor was co-founder and Chief Executive Officer of Platial Inc., a collaborative, user-generated cartographic

Eisnor currently serves on the board of Saia Inc.

Eisnor was co-founder and

Chief Executive Officer of Platial Inc., a collaborative, user-generated cartographic website.

Eisnor currently serves on the

board of Saia Inc.

SAIA) and Gray Area Foundation for the Arts.

She is a venture

partner at Obvious Ventures and is co-founder with Lupe Fiasco of Neighborhood Start Fund, a neighborhood-based micro-fund in underserved

urban neighborhoods.

She holds a Bachelor’s Degree in Studio Art and Business Administration from New York University.

2014 Henry Crown Fellow of the Aspen Institute and a member of the Aspen Global Leadership Network.

Eisnor is well qualified to serve

on our board because of her extensive experience advising boards of directors of public and private companies and her extensive professional

Camillo Martino has served as a member of our Board of Directors since August 2020.

Martino was a senior global semiconductor company executive and now serves as a board member and executive advisor to many global

technology companies.

Prior to his current board roles, Mr.

Martino was a chief executive officer and C-suite executive of a number of

high technology companies worldwide.

He is currently Chair of the Board of Directors of Magnachip Semiconductor (NYSE:

MX) and has served

on this Board since August 2016.

Since 2018, he has also served on the Board of Directors at Sensera (ASX:

SE1), which is focused on MEMS

technologies.

Martino also serves on the Board of Directors at multiple privately-held companies, including VVDN Technologies (fastest

growing ODM based in India with a focus on Wireless, Networking & IoT) and Sakuu Corporation (multi-material, multi-process Additive

Manufacturing platform).

Martino’s prior board service includes serving on the boards of Cypress Semiconductor from June 2017

through the sale of the company to Infineon in April 2020 and Moschip Technologies (BOM:

She is a venture partner at Obvious Ventures and is co-founder

with Lupe Fiasco of Neighborhood Start Fund, a neighborhood-based micro-fund in underserved urban neighborhoods.

She holds a Bachelor’s

Degree in Studio Art and Business Administration from New York University.

She is a 2014 Henry Crown Fellow of the Aspen Institute and

a member of the Aspen Global Leadership Network.

Eisnor is well qualified to serve on our board because of her extensive experience

advising boards of directors of public and private companies and her extensive professional experience.

Martino has served as a member of our Board of Directors since August 2020.

Martino was a senior global semiconductor

company executive and now serves as a board member and executive advisor to many global technology companies.

Prior to his current board

Martino was a chief executive officer and C-suite executive of a number of high technology companies worldwide.

currently Chair of the Board of Directors of Magnachip Semiconductor (NYSE:

MX) and has served on this Board since August 2016.

2018, he has also served on the Board of Directors at Sensera (ASX:

SE1), which is focused on MEMS technologies.

serves on the Board of Directors at multiple privately-held companies, including VVDN Technologies (fastest growing ODM based in India

with a focus on Wireless, Networking & IoT) and Sakuu Corporation (multi-material, multi-process Additive Manufacturing platform).

Martino’s prior board service includes serving on the boards of Cypress Semiconductor from June 2017 through the sale

of the company to Infineon in April 2020 and Moschip Technologies (BOM:

532407) from April 2017 to May 2019.

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Martino served as Chief Executive Officer of Silicon Image, Inc.

(where he also served as a director) from 2010 until the

completion of its sale to Lattice Semiconductor Corporation (Nasdaq:

LSCC) in March 2015, Chief Operating Officer of SAI Technology Inc.

from January 2008 to December 2009 (where he also served as director from 2006 to 2010), and Chief Executive Officer of Cornice Inc.

2005 to 2007 (where he also served as a director).

(where he also served as a director) from 2010

until the completion of its sale to Lattice Semiconductor Corporation (Nasdaq:

LSCC) in March 2015, Chief Operating Officer of SAI

Technology Inc.

from January 2008 to December 2009 (where he also served as director from 2006 to 2010), and Chief Executive

Officer of Cornice Inc.

from 2005 to 2007 (where he also served as a director).

From August 2001 to July 2005, Mr.

Martino served as the executive vice president and

chief operating officer at Zoran Corporation, a global SoC semiconductor company.

Prior to that, Mr.

Martino held multiple positions with

National Semiconductor Corporation for a total of nearly 14 years.

Martino holds a Bachelor of Applied Science from the University

of Melbourne and a Graduate Diploma (in Digital Communications) from Monash University in Australia.

Martino is well qualified to

serve on our board because of his extensive experience advising boards of directors of public and private companies and his extensive

professional experience.

Atif Rafiq has served as a member

of our Board of Directors since August 2020.

Since May 2019 until December 2020, Mr.

Rafiq served as President of Commercial & Growth

at MGM Resorts (NYSE:

MGM), a global hospitality and entertainment company.

Previously, from January 2017 until May 2019, he was the Chief

Digital Officer and Global CIO for Volvo, the Swedish luxury automaker.

served as the executive vice president and chief operating officer at Zoran Corporation, a global SoC semiconductor company.

Martino held multiple positions with National Semiconductor Corporation for a total of nearly 14 years.

holds a Bachelor of Applied Science from the University of Melbourne and a Graduate Diploma (in Digital Communications) from Monash University

in Australia.

Martino is well qualified to serve on our board because of his extensive experience advising boards of directors

of public and private companies and his extensive professional experience.

Rafiq has served as a member of our Board of Directors since August 2020.

Since May 2019 until December 2020,

Rafiq served as President of Commercial & Growth at MGM Resorts (NYSE:

MGM), a global hospitality and entertainment

Previously, from January 2017 until May 2019, he was the Chief Digital Officer and Global CIO for Volvo, the Swedish

luxury automaker.

Before Volvo, from 2013 to 2017, Mr.

Rafiq served as Senior Vice

President and Global Chief Digital Officer at McDonald’s Corporation (NYSE:

Rafiq served as Senior Vice President and Global Chief Digital Officer at

McDonald’s Corporation (NYSE:

Before McDonald’s Mr.

Rafiq held roles at

Amazon (Nasdaq:

Rafiq held roles at Amazon (Nasdaq:

AMZN), Yahoo and AOL.

Rafiq was also the Founder and CEO of a Silicon Valley start-up, Covigna, which he led from

inception to exit.

He holds a Bachelor’s degree in Mathematics-Economics from Wesleyan University and a Master’s degree in

Business Administration from the University of Chicago.

Rafiq is well qualified to serve on our board because of his extensive professional

experience in the technology sector.

Allen Salmasi has served as

a member of our Board of Directors since August 2020.

was also the Founder and CEO of a Silicon Valley start-up, Covigna, which he led from inception to exit.

He holds a Bachelor’s degree

in Mathematics-Economics from Wesleyan University and a Master’s degree in Business Administration from the University of Chicago.

Rafiq is well qualified to serve on our board because of his extensive professional experience in the technology sector.

Salmasi has served as a member of our Board of Directors since August 2020.

Since March 2014, Mr.

Salmasi has served as CEO of Veea Inc., a provider of comprehensive

full stack solutions for edge computing and communications.

Since February 2013, he has also served as Chairman and CEO of NLabs Inc.,

a New York based family office investment firm.

Prior to founding Veea in 2014, Mr.

Salmasi was the Chairman, CEO and President of NextWave

Wireless Inc.

has served as CEO of Veea Inc., a provider of comprehensive full stack solutions for edge computing and communications.

Since February 2013,

he has also served as Chairman and CEO of NLabs Inc., a New York based family office investment firm.

Prior to founding Veea in 2014,

Salmasi was the Chairman, CEO and President of NextWave Wireless Inc.

until its acquisition by AT&T (NYSE:

ATT) in 2013.

Prior to NextWave, he served as the President of Wireless Division,

Chief Strategy Officer and a member of the Board of Directors at Qualcomm.

Prior to NextWave, he served as the President of Wireless Division, Chief Strategy Officer and a member of the Board of Directors at Qualcomm.

Prior to Qualcomm, Mr.

Salmasi was the CEO and President of

Omninet Corporation.

Salmasi began his career as a research engineer at NASA JPL, and holds Bachelor’s degrees and Master’s

degree with honors in Electrical Engineering, Business Management and Economics from Purdue University and a Master’s Degree in

Applied Mathematics from the University of Southern California.

Salmasi is well qualified to serve on our board because of his experience

advising boards of directors of public and private companies and his extensive professional experience.

Salmasi was the CEO and President of Omninet Corporation.

Salmasi began his career as a research

engineer at NASA JPL, and holds Bachelor’s degrees and Master’s degree with honors in Electrical Engineering, Business Management

and Economics from Purdue University and a Master’s Degree in Applied Mathematics from the University of Southern California.

is well qualified to serve on our board because of his experience advising boards of directors of public and private companies and his

extensive professional experience.

Director Independence

27 unchanged sentences

In addition, prior to the completion of our initial

Business Combination, holders of a majority of the outstanding shares of our Class B common stock may remove a member of the board of

directors for any reason.

Business Combination, holders of a majority of the outstanding shares of our Class B common stock may remove a member of the board

of directors for any reason.

These provisions of our certificate of incorporation may only be amended by a resolution passed by the holders

20 unchanged sentences

Each of Camillo Martino, Hassan

Ahmed and Di-Ann Eisnor meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange

Ahmed and Di-Ann Eisnor meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of

the Exchange Act.

Each member of the audit committee is financially

220 unchanged sentences

within 60 days of the date of March 30, 2021:

Shares of Class A Common Stock

Shares of Class B Common Stock

Name and Address of

of Class A Common Stock

of Class B Common Stock

and Address of

Beneficial Owner (1)

Number of Shares

Beneficially Owned

Percentage of

Percentage of Outstanding

Percentage of

Common Stock (2)

KINS Capital LLC (3)

BlackRock Inc.

Capital LLC (3)

2,000,000 (4)

Khurram Sheikh (3)

Di-Ann Eisnor

Camillo Martino

Allen Salmasi

Aristeia Capital, L.L.C.(6)

Castle Creek Arbitrage, LLC(7)

All executive officers and directors as a group (7 individuals)

Capital, L.L.C.(6)

Creek Arbitrage, LLC(7)

executive officers and directors as a group (7 individuals)

Less than 1%.

31 unchanged sentences

Founder Shares

On July 27, 2020, the Sponsor paid $25,000 to

cover certain offering costs of the Company in consideration for 5,750,000 Founder Shares.

On July 27, 2020, the Sponsor paid $25,000

to cover certain offering costs of the Company in consideration for 5,750,000 Founder Shares.

In October 2020, the Sponsor forfeited

Founder Shares and the Direct Anchor Investors purchased 625,000 Founder Shares for an aggregate purchase price of $2,717, or approximately

$0.004 per share.

In December 2020, the Company effected a 1:1.2 stock split of its Class B common stock, resulting in the Sponsor holding

an aggregate of 6,150,000 Founder Shares, the Direct Anchor Investors holding an aggregate of 750,000 Founder Shares and there being an

aggregate of 6,900,000 Founder Shares outstanding.

The Founder Shares included an aggregate of up to 900,000 shares subject to forfeiture

by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder

Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial

Public Offering.

As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are

currently subject to forfeiture.

625,000 Founder Shares and the Direct Anchor Investors purchased 625,000 Founder Shares for an aggregate purchase price of $2,717, or

approximately $0.004 per share.

In December 2020, the Company effected a 1:1.2 stock split of its Class B common stock, resulting

in the Sponsor holding an aggregate of 6,150,000 Founder Shares, the Direct Anchor Investors holding an aggregate of 750,000 Founder Shares

and there being an aggregate of 6,900,000 Founder Shares outstanding.

The Founder Shares included an aggregate of up to 900,000 shares

subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so

that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding

common stock after the Initial Public Offering.

As a result of the underwriters’ election to fully exercise their over-allotment

option, no Founder Shares are currently subject to forfeiture.

The Initial Stockholders have agreed, subject

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

(A) one year after the

completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A

common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y)

the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all

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

(A) one year after

the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of

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

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

Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction

that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other

Private Placement Warrants

27 unchanged sentences

Related Party Notes

In order to finance transaction costs in connection with a Business

Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated

to, loan the Company funds as may be required (“Working Capital Loans”).

Such Working Capital Loans would be evidenced by

promissory notes.

The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion,

up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant.

In order to finance transaction

costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers

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

Capital Loans would be evidenced by promissory notes.

The notes may be repaid upon completion of a Business Combination, without interest,

or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants

at a price of $1.00 per warrant.

Such warrants would be identical to the Private Placement Warrants.

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

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

would be used to repay the Working Capital Loans.

As of December 31, 2020, there were no amounts outstanding under the Working Capital

In the event that a Business Combination

does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds

held in the Trust Account would be used to repay the Working Capital Loans.

As of December 31, 2020, there were no amounts outstanding

under the Working Capital Loans.

Administrative Services

The Company entered into an agreement, commencing

on December 14, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the

Sponsor a total of up to $20,000 per month for office space, utilities and secretarial and administrative support.

For period from July

20, 2020 (inception) through December 31, 2020, the Company paid $20,000 in fees for these services.

on December 14, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay

the Sponsor a total of up to $20,000 per month for office space, utilities and secretarial and administrative support.

For period from

July 20, 2020 (inception) through December 31, 2020, the Company paid $20,000 in fees for these services.

Principal Accounting Fees and Services.

15 unchanged sentences

of the Independent Auditors

Our audit committee was formed upon the consummation

of our Initial Public Offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services

rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee,

and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be

performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described

in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Our audit committee was formed upon the

consummation of our Initial Public Offering.

As a result, the audit committee did not pre-approve all of the foregoing services,

although any services rendered prior to the formation of our audit committee were approved by our board of directors.

formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services

and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de

minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the

completion of the audit).

Exhibits, Financial Statement Schedules.

23 unchanged sentences

Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 21, 2020.

(2) Incorporated by reference to the Company’s Annual on Form

10-K filed on March 30, 2021

Incorporated by reference to the Company’s Annual on Form 10-K filed on March 30, 2021

Form 10-K Summary.

3 unchanged sentences

KINS TECHNOLOGY GROUP INC.

June 21, 2021

December 23, 2021

/s/ Khurram Sheikh

Khurram Sheikh

Chairman, Chief Executive Officer and Chief

Chairman, Chief Executive Officer and Chief Financial

Pursuant to the requirements of the Securities

3 unchanged sentences

Khurram Sheikh

Chairman, Chief Executive Officer and

Chief Financial Officer

June 21, 2021

Chairman, Chief Executive Officer and Chief Financial Officer

December 23, 2021

/s/ Eric Zimits

Secretary and Chief Corporate

Development Officer

June 21, 2021

Secretary and Chief Corporate Development Officer

December 23, 2021

/s/ Hassan Ahmed

June 21, 2021

December 23, 2021

/s/ Di-Ann Eisnor

Di-Ann Eisnor

June 21, 2021

December 23, 2021

/s/ Camillo Martino

Camillo Martino

June 21, 2021

December 23, 2021

/s/ Atif Rafiq

June 21, 2021

December 23, 2021

/s/ Allen Salmasi

Allen Salmasi

June 21, 2021

December 23, 2021

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 8. Financial Statements and Supplementary Data