What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-03-30 compared with 2021-03-30 · 34 added, 258 removed, 11 unchanged (96% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a) Market Information

Our Units began trading on The Nasdaq Stock

Market LLC on December 15, 2020.

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

to purchase one share of Class A common stock.

On February 4, 2021, we announced that holders of the Units may elect to separately

trade the shares of Class A common stock and redeemable warrants included in the Units commencing on February 4, 2021.

not separated continue to trade on The Nasdaq Stock Market LLC under the symbol “KINZU”

Any underlying Shares of Class

A common stock and redeemable warrants that were separated trade on The Nasdaq Stock Market LLC under the symbols “KINZ”

and “KINZW”

respectively.

As of March 18, 2021, there was approximately

1 holder of record of our Units, approximately 1 holder of record of our separately traded shares of Class A common stock, 5 holders

of record of shares of Class B common stock and approximately 6 holders of record of our redeemable warrants.

Our Units began trading on The Nasdaq Stock Market LLC on December 15, 2020.

Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant to purchase one share of Class A common stock.

On February 4, 2021, we announced that holders of the Units may elect to separately trade the shares of Class A common stock and redeemable warrants included in the Units commencing on February 4, 2021.

Any Units not separated continue to trade on The Nasdaq Stock Market LLC under the symbol “KINZU” Any underlying Shares of Class A common stock and redeemable warrants that were separated trade on The Nasdaq Stock Market LLC under the symbols “KINZ” and “KINZW” respectively.

As of March 30, 2022, there was approximately 1 holder of record of our Units, approximately 1 holder of record of our separately traded shares of Class A common stock, 5 holders of record of shares of Class B common stock and approximately 6 holders of record of our redeemable warrants.

We have not paid any cash dividends on

our common stock to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination.

payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general

financial condition subsequent to completion of our initial Business Combination.

The payment of any cash dividends subsequent

to our initial Business Combination will be within the discretion of our board of directors at such time.

In addition, our board

of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.

if we incur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited

by restrictive covenants we may agree to in connection therewith.

We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial Business Combination.

The payment of any cash dividends subsequent to our initial Business Combination will be within the discretion of our board of directors at such time.

In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.

Further, if we incur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

(e) Performance Graph

The performance graph has been omitted

as permitted under rules applicable to smaller reporting companies.

The performance graph has been omitted as permitted under rules applicable to smaller reporting companies.

(f) Recent Sales of Unregistered Securities;

1 unchanged sentence

Unregistered Sales

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 purchased 625,000 Founder Shares

for an aggregate purchase price of approximately $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

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 purchased 625,000 Founder Shares for an aggregate purchase price of approximately $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.

All share and per-share amounts have been retroactively restated to reflect the stock split.

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.

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 we do 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.

These issuance was made pursuant to the

exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were

paid with respect to such sales.

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.

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.

These issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were paid with respect to such sales.

Use of Proceeds

On December 17, 2020, the Company consummated

its Initial Public Offering of 27,600,000 Units, including 3,600,000 Over-Allotment Units, at $10.00 per Unit, generating gross

proceeds of $276.0 million.

UBS Securities LLC, Stifel, Nicolaus & Company, Incorporated and BTIG, LLC acted as joint book-running

managers for the Initial Public Offering.

The securities sold in the Initial Public Offering were registered under the Securities

Act on registration statements on Form S-1 (Registration No.

On December 17, 2020, the Company consummated its Initial Public Offering of 27,600,000 Units, including 3,600,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $276.0 million.

UBS Securities LLC, Stifel, Nicolaus & Company, Incorporated and BTIG, LLC acted as joint book-running managers for the Initial Public Offering.

The securities sold in the Initial Public Offering were registered under the Securities Act on registration statements on Form S-1 (Registration No.

333-249177 and 333-251340).

The SEC declared the registration statements

effective on December 14, 2020.

Substantially concurrently with the closing

of the Initial Public Offering, the Company consummated the Private Placement of 10,280,000 Private Placement Warrants, at a price

of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $10.3 million.

In connection with the Initial Public Offering,

we incurred offering costs of approximately $15.7 million (including deferred underwriting commissions of approximately $9.7 million).

The SEC declared the registration statements effective on December 14, 2020.

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.

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.

In connection with the Initial Public Offering, we incurred offering costs of approximately $15.7 million (including deferred underwriting commissions of approximately $9.7 million).

Other incurred offering costs consisted principally of preparation fees related to the Initial Public Offering.

After deducting

the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the

initial Business Combination, if consummated) and the Initial Public Offering expenses, $276.0 million of the net

proceeds from our Initial Public Offering and certain of the proceeds from the Private Placement of the Private Placement Warrants

(or $10.00 per Unit sold in the Initial Public Offering) was placed in the Trust Account.

The net proceeds of the Initial Public

Offering and certain proceeds from the sale of the Private Placement Warrants are held in the Trust Account and invested as described

elsewhere in this Annual Report on Form 10-K.

There has been no material change in the

planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final

prospectus related to the Initial Public Offering.

For a description of the use of the proceeds generated from the Initial Public

Offering, see “Item 1.

Business.”

Selected Financial Data.

Selected financial data has been omitted

as permitted under rules applicable to smaller reporting companies.

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

References to the “Company,”

“our,”

“us”

or “we”

refer to KINS Technology Group Inc.

The following discussion and analysis

of the Company’s financial condition and results of operations should be read in conjunction with the audited financial statements

and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary Data”

of this Annual

Report on Form 10-K.

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

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

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

Our actual results

may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set

forth under “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary,”

“Item 1A.

Risk Factors”

and elsewhere in this Annual Report on Form 10-K.

The following discussion and analysis of

the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements

and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary Data”

of this Annual

Report on Form 10-K.

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

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors,

including those set forth under “Special Note Regarding Forward-Looking Statements,”

“Item 1A.

Risk Factors”

and elsewhere in this Annual Report on Form 10-K.

We are a blank check company formed under

the laws of the State of Delaware on July 20, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition,

stock purchase, reorganization or other similar Business Combination with one or more businesses.

We intend to effectuate our Business

Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital

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

We expect to continue to incur

significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a Business Combination

will be successful.

Results of Operations

We have neither engaged in any operations

(other than searching for a Business Combination after our Initial Public Offering) nor generated any revenues to date.

activities from July 20, 2020 (inception) through December 31, 2020 were organizational activities, those necessary to prepare

for the Initial Public Offering, described below.

We do not expect to generate any operating revenues until after the completion

of our Business Combination.

We expect to generate non-operating income in the form of interest earned on investments held after

the Initial Public Offering.

We incur expenses as a result of being a public company (for legal, financial reporting, accounting

and auditing compliance), as well as for due diligence expenses.

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

through December 31, 2020, we had a net loss of $244,985, which consists of operating costs of $252,783, offset by bank interest

income and interest income on investments held in the Trust Account of $7,798.

Liquidity and Capital Resources

On December 17, 2020, we consummated the

Initial Public Offering of 27,600,000 Units at a price of $10.00 per Unit, which includes the full exercise by the underwriters

of their over-allotment option in the amount of 3,600,000, generating gross proceeds of $276,000,000.

Simultaneously with the closing

of the Initial Public Offering, we consummated the sale of 10,280,000 Private Placement Warrants at a price of $1.00 per Private

Placement Warrant in a private placement to our initial stockholders, generating gross proceeds of $10,280,000.

Following the Initial Public Offering,

the full exercise of the over-allotment option by the underwriters’

and the sale of the Private Placement Units, a total

of $278,760,000 was placed in the Trust Account.

We incurred $15,688,848 in transaction costs, including $5,520,000 of cash underwriting

fees, 9,660,000 of deferred underwriting fees and $508,848 of other offering costs.

For the period from July 20, 2020 (inception)

through December 31, 2020, cash used in operating activities was $514,705.

Net loss of $244,985 was affected by interest earned

on investments held in the Trust Account of $7,785 and $261,935 of changes in operating assets and liabilities.

As of December 31, 2020, we had cash

and investments held in the Trust Account of $278,767,785.

We intend to use substantially all of the funds held in the Trust Account,

including any amounts representing interest earned on the Trust Account to complete our Business Combination.

We may withdraw interest

to pay taxes.

During the period ended December 31, 2020, we did not withdraw any interest income from the Trust Account.

the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination,

the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business

or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2020, we had $1,019,026

of cash held outside of the Trust Account.

We intend to use the funds held outside the Trust Account primarily to identify and

evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants

or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material

agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies

or finance transaction costs in connection with a Business Combination, the Sponsors, or an affiliate of the Sponsor, or certain

of the Company’s officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required.

If we complete a Business Combination, we would repay the Working Capital Loans out of the proceeds of the Trust Account released

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that

a Business Combination does not close, we 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.

The Working Capital Loans would

either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000

of such Working Capital Loans may be convertible into warrants of the post Business Combination entity.

The warrants would be identical

to the Private Placement Warrants.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined

and no written agreements exist with respect to such loans.

We do not believe we will need to raise

additional funds in order to meet the expenditures required for operating our business.

However, if our estimate of the costs of

identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual

amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.

Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated

to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional

securities or incur debt in connection with such Business Combination.

Subject to compliance with applicable securities laws, we

would only complete such financing simultaneously with the completion of our Business Combination.

If we are unable to complete

our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate

the Trust Account.

In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional

financing in order to meet our obligations.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements as of December 31, 2020.

We do not participate in transactions that create

relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would

have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance

sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or

purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital

lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor

a monthly fee of $20,000 for office space, administrative and support services to us.

We began incurring these fees on December

14, 2020 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and its

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.

Critical Accounting Policies

The preparation of financial statements

and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and

liabilities at the date of the financial statements, and income and expenses during the periods reported.

Actual results could

materially differ from those estimates.

We have identified the following critical accounting policies:

Class A Common Stock Subject to Possible

We account for our 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 is classified

as a liability instrument and is measured at fair value.

Conditionally redeemable common stock (including common stock that feature

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

not solely within our control) is classified as temporary equity.

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

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

to occurrence of uncertain future events.

Accordingly, shares of Class A common stock subject to possible redemption are presented

as temporary equity, outside of the stockholders’

equity section of our balance sheet.

Net Income (Loss) per Common Share

We apply the two-class method in calculating

earnings per common 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, net of applicable franchise and income taxes, by the weighted average

number of Class A redeemable common stock outstanding for the period.

Net loss per common share, basic and diluted for

Class B non-redeemable common stock is calculated by dividing the net income, less income attributable to Class A

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

Recent Accounting Standards

Management does not believe that any other

recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial

Quantitative and Qualitative Disclosure About Market Risk.

We are a smaller reporting company as defined

by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial Business Combination, if consummated) and the Initial Public Offering expenses, $276.0 million of the net proceeds from our Initial Public Offering and certain of the proceeds from the Private Placement of the Private Placement Warrants (or $10.00 per Unit sold in the Initial Public Offering) was placed in the Trust Account.

The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants are held in the Trust Account and invested as described elsewhere in this Annual Report on Form 10-K.

There has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus related to the Initial Public Offering.

For a description of the use of the proceeds generated from the Initial Public Offering, see “Item 1.

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

Item 5. Market for Registrant’s Common Equity