What changed in this filing

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Item 1A. Risk Factors

2021-11-24 compared with 2021-05-28 · 230 added, 228 removed, 1339 unchanged (25% of the section changed)

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Any such investigations or litigations may divert our

management team’s attention and resources away from searching for an initial business combination, may be detrimental to our reputation,

and thus may negatively affect our ability to complete an initial business combination.

may seek business combination opportunities in industries or sectors that may or may not be outside of our management’s area of

we intend to focus on identifying companies in the transportation software and technology industry or a related market, we will consider

an initial business combination outside of our management’s area of expertise if an initial business combination candidate is presented

to us and we determine that such candidate offers an attractive business combination opportunity for our company or we are unable to

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in an initial business combination candidate.

In the event we elect to pursue a business combination outside of the areas of our management’s

expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained

in this report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that

In the event we elect to pursue a business combination outside of the areas of our management’s

expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained

in this report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that

we elect to acquire.

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may receive less than $10.00 per share on the redemption of their shares.

See “If third parties bring claims against us, the proceeds

held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share”

See “If third parties bring claims against us, the proceeds

held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share”

and other risk factors herein.

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in office until at least the completion of the initial business combination.

If there is an annual meeting, as a consequence of our “staggered”

board of directors, only a minority of the board of directors will be considered for election and our Sponsor and our officers, directors

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we are not limited to evaluating a target business in a particular industry sector or any specific target businesses with which to pursue

our initial business combination, stockholders will be unable to ascertain the merits or risks of any particular target business’s

will seek to complete an initial business combination with companies in the transportation software and technology industry or a related

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Such stockholders are unlikely to have a remedy for such reduction in value.

public stockholders’

only opportunity to affect the investment decision regarding a potential business combination will be limited

public stockholders’ only opportunity to affect the investment decision regarding a potential business combination will be limited

to the exercise of their redemption rights, unless we seek stockholder approval of the initial business combination.

we do not seek stockholder approval of a potential business combination, our stockholders’

only opportunity to affect the investment

we do not seek stockholder approval of a potential business combination, our stockholders’ only opportunity to affect the investment

decision regarding a potential business combination may be limited to exercising their redemption rights in connection with the closing

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Furthermore, in no event will we redeem our Public Shares in an amount that would cause our net tangible

assets to be less than $5,000,001 upon consummation of our initial business combination (so that we are not subject to the SEC’s

“penny stock”

rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating

assets to be less than $5,000,001 upon consummation of our initial business combination (so that we are not subject to the SEC’s

“penny stock” rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating

to our initial business combination.

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These financial statements may be required to be prepared in

accordance with, or be reconciled to, accounting principles generally accepted in the United States of America (“GAAP”) or

international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”) depending

accordance with, or be reconciled to, accounting principles generally accepted in the United States of America (“GAAP”) or

international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”) depending

on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public

Company Accounting Oversight Board (United States) (“PCAOB”).

These financial statement requirements may limit the pool of

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We may also issue shares of Class A common stock

to redeem the warrants as described in “Description of Securities —

Redeemable Warrants —

Redemption of warrants when

the price per share of Class A common stock equals or exceeds $10.00”

or upon conversion of the Class B common stock

to redeem the warrants as described in “Description of Securities — Redeemable Warrants — Redemption of warrants when

the price per share of Class A common stock equals or exceeds $10.00” or upon conversion of the Class B common stock

at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained

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issuance of additional shares of common or preferred stock:

significantly dilute the equity interest of our stockholders, which dilution would increase if the anti-dilution provisions in the Class B

common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B common

subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;

cause a change of control if a substantial number of shares of our common stock is issued, which may affect, among other things, our

ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers

and directors;

have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking

to obtain control of us;

adversely affect prevailing market prices for our units, Class A common stock and/or warrants;

significantly dilute the equity interest of our stockholders, which dilution would increase

if the anti-dilution provisions in the Class B common stock resulted in the issuance

of Class A shares on a greater than one-to-one basis upon conversion of the Class B

common stock;

subordinate the rights of holders of our common stock if preferred stock is issued with rights

senior to those afforded our common stock;

cause a change of control if a substantial number of shares of our common stock is issued,

which may affect, among other things, our ability to use our net operating loss carry forwards,

if any, and could result in the resignation or removal of our present officers and directors;

have the effect of delaying or preventing a change of control of us by diluting the stock

ownership or voting rights of a person seeking to obtain control of us;

adversely affect prevailing market prices for our units, Class A common stock and/or

not result in adjustment to the exercise price of our warrants.

may issue notes or other debt securities, or otherwise incur substantial debt, to complete an initial business combination, which may

adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’

investment in us.

adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.

we have no commitments as of December 31, 2020 to issue any notes or other debt securities, or to otherwise incur outstanding debt, we

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the incurrence of debt could have a variety of negative effects, including:

and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt

and foreclosure on our assets if our operating revenues after an initial business combination

are insufficient to repay our debt obligations;

● acceleration

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain

covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing

while the debt is outstanding;

of our obligations to repay the indebtedness even if we make all principal and interest payments

when due if we breach certain covenants that require the maintenance of certain financial

ratios or reserves without a waiver or renegotiation of that covenant;

immediate payment of all principal and accrued interest, if any, if the debt is payable on

inability to obtain necessary additional financing if the debt contains covenants restricting

our ability to obtain such financing while the debt is outstanding;

inability to pay dividends on our common stock;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends

on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general

corporate purposes;

a substantial portion of our cash flow to pay principal and interest on our debt, which will

reduce the funds available for dividends on our common stock if declared, our ability to

pay expenses, make capital expenditures and acquisitions, and fund other general corporate

● limitations

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

on our flexibility in planning for and reacting to changes in our business and in the industry

in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions

and adverse changes in government regulation;

● limitations

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution

of our strategy;

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,

debt service requirements, and execution of our strategy;

purposes and other disadvantages compared to our competitors who have less debt.

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

upon the development or market acceptance of a single or limited number of products, processes or services.

upon the development or market acceptance of a single or limited number of products, processes

lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial

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circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares.

See “If third

parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received

by stockholders may be less than $10.00 per share”

and other risk factors herein.

by stockholders may be less than $10.00 per share” and other risk factors herein.

may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target

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stockholders may only receive approximately $10.00 per share on the liquidation of our Trust Account, and our warrants will expire worthless.

Furthermore, as described in the risk factor entitled “If third parties bring claims against us, the proceeds held in the Trust

Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share,”

Furthermore, as described in the risk factor entitled “If third parties bring claims against us, the proceeds held in the Trust

Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share,” under

certain circumstances our public stockholders may receive less than $10.00 per share upon the liquidation of the Trust Account.

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receive less than $10.00 per share upon our liquidation.

See “If third parties bring claims against us, the proceeds held in the

Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share”

See “If third parties bring claims against us, the proceeds held in the

Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share”

and other risk factors below.

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may be unable to complete an initial business combination if concerns relating to COVID-19 continue to restrict travel, limit the

ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable

to negotiate and consummate a transaction in a timely manner.

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to our investors altogether.

in the market for directors’

and officers’

liability insurance could make it more difficult and more expensive for us to

in the market for directors’ and officers’ liability insurance could make it more difficult and more expensive for us to

negotiate and complete an initial business combination.

recent months, the market for directors’

and officers’

liability insurance for special purpose acquisition companies has

recent months, the market for directors’ and officers’ liability insurance for special purpose acquisition companies has

The premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable.

There can be no assurance that these trends will not continue.

increased cost and decreased availability of directors’

and officers’

liability insurance could make it more difficult and

increased cost and decreased availability of directors’ and officers’ liability insurance could make it more difficult and

more expensive for us to negotiate an initial business combination.

In order to obtain directors’

and officers’

In order to obtain directors’ and officers’ liability

insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater

expense, accept less favorable terms or both.

However, any failure to obtain adequate directors’

and officers’

insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and

However, any failure to obtain adequate directors’ and officers’ liability

insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and

addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential

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to protect our directors and officers, the post-business combination entity will likely need to purchase additional insurance with respect

to any such claims (“run-off insurance”).

The need for run-off insurance would be an added expense for the post-business

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on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution

expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’

rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law and (iii)

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In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their

See “If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share

redemption amount received by stockholders may be less than $10.00 per share”

and other risk factors below.

See “If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share

redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.

we seek stockholder approval of our initial business combination, our Sponsor and our officers, directors and their affiliates may enter

into certain transactions, including purchasing shares or warrants from the public, which may influence the outcome of a proposed business

combination and reduce the public “float”

of our securities.

combination and reduce the public “float” of our securities.

we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business

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that may not otherwise have been possible.

addition, if such purchases are made, the public “float”

of our Class A common stock or warrants and the number of beneficial

addition, if such purchases are made, the public “float” of our Class A common stock or warrants and the number of beneficial

holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our

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example, we intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or

hold their shares in “street name,”

to, at the holder’s option, either deliver their stock certificates to our transfer

hold their shares in “street name,” to, at the holder’s option, either deliver their stock certificates to our transfer

agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer

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we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,

and if a stockholder or a “group”

of stockholders are deemed to hold in excess of 15% of our Class A common stock, they will

and if a stockholder or a “group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, they will

lose the ability to redeem all such shares in excess of 15% of our Class A common stock.

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combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,

together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”

(as defined under Section 13 of the Exchange Act), is restricted from seeking redemption rights with respect to more than an aggregate

of 15% of the shares sold in the Initial Public Offering without our prior consent, which we refer to as the “Excess Shares.”

However, we will not restrict our stockholders’

ability to vote all of their shares (including Excess Shares) for or against our

of 15% of the shares sold in the Initial Public Offering without our prior consent, which we refer to as the “Excess Shares.”

However, we will not restrict our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our

initial business combination.

Our stockholders’

inability to redeem their Excess Shares will reduce their influence over our ability

Our stockholders’ inability to redeem their Excess Shares will reduce their influence over our ability

to complete our initial business combination and stockholders could suffer a material loss on their investment in us if they sell Excess

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We could also use a portion of the funds as a down

payment or to fund a “no-shop”

provision (a provision in letters of intent or merger agreements designed to keep target businesses

from “shopping”

around for transactions with other companies or investors on terms more favorable to such target businesses)

payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses

from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses)

with respect to a particular proposed initial business combination, although we do not have any current intention to do so.

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Except as may be precluded by the terms of a business combination definitive agreement, up to $1,500,000 of such loans may be convertible

into private placement-equivalent warrants at a price of $1.50 per warrant at the option of the lender.

into private placement-equivalent warrants at a price of $1.50 per warrant at the option of the lender.

Prior to the completion

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may receive less than $10.00 per share upon our liquidation.

See “If third parties bring claims against us, the proceeds held in

the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share”

See “If third parties bring claims against us, the proceeds held in

the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share”

and other risk factors below.

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addition, the officers and directors of an acquisition candidate may resign upon completion of our initial business combination.

departure of a target business’s key personnel could negatively impact the operations and profitability of our post-combination

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be

departure of a target business’s key personnel could negatively impact the operations and profitability of our post-combination

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be

ascertained at this time.

Although we contemplate that certain members of an acquisition candidate’s management team will remain

associated with the acquisition candidate following our initial business combination, it is possible that members of the management of

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combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company,

which could, in turn, negatively impact the value of our stockholders’

investment in us.

which could, in turn, negatively impact the value of our stockholders’ investment in us.

evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the

target business’s management may be limited due to a lack of time, resources or information.

Our assessment of the capabilities

of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities

we suspected.

Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company,

the operations and profitability of the post-combination business may be negatively impacted.

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The departure

of a target business’s key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained

of a target business’s key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained

at this time.

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated

with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition

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any of the following:

costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal

requirements of overseas markets;

costs and difficulties inherent in managing cross-border business operations and complying

with different commercial and legal requirements of overseas markets;

and regulations regarding currency redemption;

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we do not develop successful new products or improve existing ones, our business will suffer;

may invest in new lines of business that could fail to attract or retain users or generate revenue;

will face significant competition and if we are not able to maintain or improve our market share, our business could suffer;

loss of one or more members of our management team, or our failure to attract and retain other highly qualified personnel in the

future, could seriously harm our business;

our security is compromised or if our platform is subjected to attacks that frustrate or thwart our users’

ability to access

our products and services, our users, advertisers, and partners may cut back on or stop using our products and services altogether,

which could seriously harm our business;

malware, viruses, hacking and phishing attacks, spamming, and improper or illegal use of our products could seriously harm our

business and reputation;

we are unable to successfully grow our user base and further monetize our products, our business will suffer;

we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished, and

our business may be seriously harmed;

may be subject to regulatory investigations and proceedings in the future, which could cause us to incur substantial costs or

require us to change our business practices in a way that could seriously harm our business;

used in our products may fail as a result of a manufacturing, design, or other defect over which we have no control, and render

our devices inoperable;

may invest in new lines of business that could fail to attract or retain users or generate

will face significant competition and if we are not able to maintain or improve our market

share, our business could suffer;

loss of one or more members of our management team, or our failure to attract and retain

other highly qualified personnel in the future, could seriously harm our business;

our security is compromised or if our platform is subjected to attacks that frustrate or

thwart our users’ ability to access our products and services, our users, advertisers,

and partners may cut back on or stop using our products and services altogether, which could

seriously harm our business;

malware, viruses, hacking and phishing attacks, spamming, and improper or illegal use of

our products could seriously harm our business and reputation;

we are unable to successfully grow our user base and further monetize our products, our business

we are unable to protect our intellectual property, the value of our brand and other intangible

assets may be diminished, and our business may be seriously harmed;

may be subject to regulatory investigations and proceedings in the future, which could cause

us to incur substantial costs or require us to change our business practices in a way that

could seriously harm our business;

used in our products may fail as a result of a manufacturing, design, or other defect over

which we have no control, and render our devices inoperable;

inability to manage rapid change, increasing consumer expectations and growth;

inability to build strong brand identity and improve subscriber or customer satisfaction and loyalty;

inability to deal with our subscribers’

or customers’

privacy concerns;

inability to build strong brand identity and improve subscriber or customer satisfaction

inability to deal with our subscribers’ or customers’ privacy concerns;

inability to license or enforce intellectual property rights on which our business may depend;

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

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

we may distribute;

or failure of our networks, systems or technology as a result of misappropriation of data or other malfeasance, as well as outages,

natural disasters, terrorist attacks, accidental releases of information or similar events.

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

liability for negligence, copyright, or trademark infringement or other claims based on the

nature and content of materials that we may distribute;

or failure of our networks, systems or technology as a result of misappropriation of data

or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental

releases of information or similar events.

of the foregoing could have an adverse impact on our operations following a business combination.

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In addition, other minority stockholders may subsequently combine their holdings

resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired.

this may make it more likely that our management will not be able to maintain our control of the target business.

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so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation

of our initial business combination (such that we do not then become subject to the SEC’s “penny stock”

of our initial business combination (such that we do not then become subject to the SEC’s “penny stock” rules).

a result, we may be able to complete our initial business combination even though a substantial majority of our public stockholders do

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Our independent directors also serve as officers or board members for other entities.

If our officers’

and directors’

other business affairs require them to devote substantial amounts of time to such affairs

If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs

in excess of their current commitment levels, it could limit their ability to devote time to our affairs, which may have a negative impact

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above, if our 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, we may, at our

option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis”

in accordance with

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

option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with

Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration

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at least 50% of the then outstanding Public Warrants.

As a result, the exercise price of public stockholders’

warrants could be

As a result, the exercise price of public stockholders’ warrants could be

increased, the exercise period could be shortened and the number of shares of our Class A common stock purchasable upon exercise of a

warrant could be decreased, all without public stockholders’

warrant could be decreased, all without public stockholders’ approval.

warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant

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addition, unlike many other similarly structured blank check companies, we have the ability to redeem outstanding warrants 90 days

after they become exercisable for $0.10 per warrant upon a minimum of 30 days’

prior written notice of redemption provided

after they become exercisable for $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided

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

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above paragraph.

In addition, such redemption may occur at a time when the warrants are “out-of-the-money,”

in which case

In addition, such redemption may occur at a time when the warrants are “out-of-the-money,” in which case

you would lose any potential embedded value from a subsequent increase in the value of the Class A common stock had your warrants

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feature may cause our warrants to be worth less than other blank check companies which do not have this feature.

may delist our securities from trading on its exchange, which could limit investors’

ability to make transactions in our securities

may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities

and subject us to additional trading restrictions.

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Generally, following our Initial Public Offering, we must maintain

a minimum amount in stockholders’

equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300

a minimum amount in stockholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300

public holders).

Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with

Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to

continue to maintain the listing of our securities on Nasdaq.

For instance, our stock price would generally be required to be at least

$4.00 per share, our stockholders’

equity would generally be required to be at least $4.0 million, we would be required to have

a minimum of 300 round lot holders of our securities and we would be required to have a market value of listed securities of

$50.0 million There can be no assurance that we will be able to meet those initial listing requirements at that time.

$4.00 per share, our stockholders’ equity would generally be required to be at least $4.0 million, we would be required to have

a minimum of 300 round lot holders of our securities and we would be required to have a market value of listed securities of $50.0 million

There can be no assurance that we will be able to meet those initial listing requirements at that time.

Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities

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liquidity for our securities;

determination that our Class A common stock is a “penny stock”

which will require brokers trading in our Class A

common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading

market for our securities;

determination that our Class A common stock is a “penny stock” which will

require brokers trading in our Class A common stock to adhere to more stringent rules

and possibly result in a reduced level of trading activity in the secondary trading market

for our securities;

limited amount of news and analyst coverage;

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National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the

sale of certain securities, which are referred to as “covered securities.”

Our units, Class A common stock and warrants,

sale of certain securities, which are referred to as “covered securities.” Our units, Class A common stock and warrants,

are covered securities.

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stockholders are not entitled to protections normally afforded to investors of many other blank check companies.

are a “blank check”

company under the U.S.

are a “blank check” company under the U.S.

securities laws.

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If any third party refuses to enter into an agreement waiving such

claims to the monies held in the Trust Account, the Company’s management will consider whether competitive alternatives are reasonably

available to the Company, and will only enter into an agreement with such third party if the Company’s management believes that

such third party’s engagement would be in the best interests of the Company under the circumstances.

claims to the monies held in the Trust Account, the Company’s management will consider whether competitive alternatives are reasonably

available to the Company, and will only enter into an agreement with such third party if the Company’s management believes that

such third party’s engagement would be in the best interests of the Company under the circumstances.

WithumSmith+Brown P.C., our

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We have not independently verified whether our Sponsor has sufficient funds to satisfy

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

We have not asked our Sponsor

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of their shares.

the Delaware General Corporations Law (“DGCL’), stockholders may be held liable for claims by third parties against a corporation

to the extent of distributions received by them in a dissolution.

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any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability

of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the

claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary

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Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of

such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder

would likely be barred after the third anniversary of the dissolution.

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the Trust Account available for distribution to our public stockholders.

the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount

the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount

per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions

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Trust Account for any reason whatsoever.

Accordingly, any indemnification provided will be able to be satisfied by us only if (i)

Accordingly, any indemnification provided will be able to be satisfied by us only if (i)

we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination.

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directors, even though such an action, if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s

investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors

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petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor

and/or bankruptcy laws as either a “preferential transfer”

or a “fraudulent conveyance.”

As a result, a bankruptcy

and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy

court could seek to recover some or all amounts received by our stockholders.

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

which relate to a company’s pre-business combination activity, without approval by holders of a certain percentage of the company’s

stockholders.

In those companies, amendment of these provisions typically requires approval by holders holding between 90% and 100% of

the company’s Public Shares.

Our certificate of incorporation will provide that any of its provisions related to pre-business combination

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or to redeem 100% of our Public Shares if we do not complete our initial business combination within 24 months from the closing of our

Initial Public Offering or (B) with respect to any other provision relating to stockholders’

rights or pre-initial business

Initial Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business

combination activity, unless we provide our public stockholders with the opportunity to redeem their Public Shares upon approval of any

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difficult to compare our performance with other public companies.

are an “emerging growth company”

within the meaning of the Securities Act, as modified by the Jumpstart our Business Startups

Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable

are an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart our Business Startups

Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable

to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the

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in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing such suit will be deemed

to have consented to service of process on such stockholder’s counsel.

This provision may have the effect of discouraging lawsuits

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of our Class A common stock included in each unit could be challenged by the U.S.

Internal Revenue Service, or “IRS,”

or the courts.

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the redemption rights with respect to our shares of common stock suspend the running of a U.S.

holder’s holding period for purposes

of determining whether any gain or loss realized by such holder on the sale or exchange of common stock is long-term capital gain or

loss and for determining whether any dividend we pay would be considered “qualified dividends”

loss and for determining whether any dividend we pay would be considered “qualified dividends” for U.S.

federal income tax

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may be subject to an increased rate of tax on our income if we are treated as a personal holding company.

on the date and size of our initial business combination, it is possible that we could be treated as a “personal holding company”

federal income tax purposes.

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● restrictions

on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

on the issuance of securities, each of which may make it difficult for us to complete our

initial business combination.

addition, we may have imposed upon us burdensome requirements, including:

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of a specific form of corporate structure;

record keeping, voting, proxy and disclosure requirements and compliance with other rules and regulations that we are currently

not subject to.

record keeping, voting, proxy and disclosure requirements and compliance with other rules

and regulations that we are currently not subject to.

order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must

ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities

do not include investing, reinvesting, owning, holding or trading “investment securities”

constituting more than 40% of our

do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our

total assets (exclusive of U.S.

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

“government securities,”

within the meaning of Section 2(a)(16) of the Investment

“government securities,” within the meaning of Section 2(a)(16) of the Investment

Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under

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having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in

the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company”

the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the

meaning of the Investment Company Act.

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April 12, 2021, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to

be classified as liabilities instead of equity on the SPAC’s balance sheet.

As a result of the SEC Staff Statement, we reevaluated

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we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be

identified a material weakness in our internal control over financial reporting.

This material weakness could continue to adversely affect

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

management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

Our management also evaluates the effectiveness of our internal controls and we will disclose any changes and material weaknesses

identified through such evaluation in those internal controls.

A material weakness is a deficiency, or a combination of deficiencies,

in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual

or interim financial statements will not be prevented or detected on a timely basis.

described elsewhere in this report, we identified a material weakness in our internal control over financial reporting related to the

classification of our warrants as equity instead of liabilities.

On May 10, 2021, our audit committee authorized management to restate

our audited financial statements for the year ended December 31, 2020, and, accordingly, management concluded that the control deficiency

that resulted in the incorrect classification of our warrants constituted a material weakness as of December 31, 2020.

This material

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

capital, accumulated deficit and related financial disclosures for the Affected Period.

have implemented a remediation plan, described under Item 9A, Evaluation of Disclosure Controls and Procedures, to remediate the material

weakness surrounding our historical presentation of our warrants but can give no assurance that the measures we have taken will prevent

any future material weaknesses or deficiencies in internal control over financial reporting.

Even though we have strengthened our controls

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

facilitate the fair presentation of our financial statements.

identified material weaknesses in Motion’s internal control over financial reporting.

These material weaknesses could continue to adversely

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

Management is responsible

for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

also evaluates the effectiveness of the Company’s internal controls and we will disclose any changes and material weaknesses identified

through such evaluation in those internal controls.

A material weakness is a deficiency, or a combination of deficiencies, in internal

control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial

statements will not be prevented or detected on a timely basis.

described elsewhere in this report, Motion identified a material weakness in Motion’s internal control over financial reporting

related to the classification of warrants as equity instead of liabilities.

On May 10, 2021, Motion’s audit committee authorized

management to restate Motion’s audited financial statements for the year ended December 31, 2020, and, accordingly, Motion’s

management concluded that the control deficiency that resulted in the incorrect classification of warrants constituted a material weakness

as of December 31, 2020, resulting in the filing of the First Amended Report.

This material weakness resulted in a material misstatement

of warrant liabilities, change in fair value of warrant liabilities, additional paid-in capital, accumulated deficit and related financial

disclosures as of and for the period from August 11 (inception) through December 31, 2020, as of September 30, 2020, for the three months

ended September 30, 2020, and the period from August 11, 2020 (inception) through September 30, 2020.

to the First Amended Report and as described elsewhere in this Second Amended Report, based

on SEC guidance, we identified a material weakness in Motion’s internal control over

financial reporting related to Motion’s application of ASC 480-10-S99-3A to its accounting

classification of the Public Shares.

As a result of this material weakness, our management

team and audit committee concluded that Motion’s internal control over financial reporting

was not effective as of December 31, 2020.

Historically, a portion of the Public Shares was

classified as permanent equity to maintain stockholders’ equity greater than $5 million

on the basis that Motion would not redeem its Public Shares in an amount that would cause

its net tangible assets to be less than $5,000,001, as described in the Motion Charter.

the Company did not consider redeemable stock classified as temporary equity as part of net

tangible assets.

Pursuant to such re-evaluation, the Company's management has revised this interpretation to include temporary equity in net tangible assets

and determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary

For a discussion of management’s

consideration of the material weakness identified related to the Company’s application

of ASC 480-10-S99-3A to its accounting classification of the Public Share, see “Note

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

and Procedures included in this Second Amended Report.

We have implemented a remediation plan, described

under Item 9A, Evaluation of Disclosure Controls and Procedures, to remediate these material weakness surrounding Motion’s historical

presentation of warrants and Public Shares but can give no assurance that the measures we have taken will prevent any future material

weaknesses or deficiencies in internal control over financial reporting.

Even though we have strengthened controls and procedures, in

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

presentation of our financial statements.

We may face litigation and other risks

as a result of the material weakness in Motion’s internal control over financial reporting.

As a result of such material weakness, the

restatements resulting in the First Amended Report and this Second Amended Report, the change in accounting for the warrants, the change

in the classification of all of the Public Shares as temporary equity, and other matters raised or that may in the future be raised by

the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities

laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial

reporting and the preparation of our financial statements.

As of the date of this Second Amended Report, we have no knowledge of any

such litigation or dispute.

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

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

condition or our ability to complete a business combination.

Unresolved Staff Comments

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 1A. Risk Factors