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Item 8. Financial Statements and Supplementary Data

2022-04-07 compared with 2021-12-07 · 663 added, 1061 removed, 95 unchanged (95% of the section changed)

Financial Statements and Supplementary Data

ACQUISITION CORPORATION II

TO FINANCIAL STATEMENTS

Financial Statements and Supplementary Data (Amended)

LIONHEART ACQUISITION CORPORATION II

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688 )

Consolidated Financial Statements:

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders’ Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Financial Statements:

Sheets (as restated)

of Operations (as restated)

of Changes in Stockholders’

Equity (Deficit) (as restated)

of Cash Flows (as restated)

Notes to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and Board of Directors of

To the Stockholders and Board of Directors of

Lionheart Acquisition Corporation II

on the Financial Statements

have audited the accompanying balance sheets of Lionheart Acquisition Corporation II (the “Company”) as of December

31, 2020 and 2019, the related statements of operations, changes in stockholders’

equity (deficit) and cash flows for year

ended December 31, 2020 and for the period from December 23, 2019 (inception) through December 31, 2019, 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 2019, and the results of its operations

and its cash flows for the year ended December 31, 2020 and for the period from December 23, 2019 (inception) through December

31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Restatement of Financial Statements

As discussed in Note 2 to

the financial statements, the accompanying financial statements as of December 31, 2020 and the year then ended have been restated.

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) (the “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.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not

for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

have served as the Company’s auditor since 2020 .

March 31, 2021, except for the effects of Amendment #1 related to the

reclassification of warrants discussed in Notes 2 and 11, as to which the date is May 19, 2021, and except for the effects of Amendment

#2 related to the reclassification of Class A shares to temporary equity discussed in Note 2 as to which the date is December 6, 2021.

ACQUISITION CORPORATION II

(As Restated)

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balances sheets of Lionheart Acquisition Corporation II (the

“Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the each of the two years in the period ended December 31, 2021, 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, 2021 and 2020, and the results of its

operations and its cash flows for the each of the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1

to the consolidated financial statements, the Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital as of December 31, 2021 and 2020 are not sufficient to complete its

planned activities.

These conditions 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 consolidated financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

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 audits.

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.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance

about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we

express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and

performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

We have served as the Company’s auditor since 2020 .

Houston, Texas

March 7, 2022, except for the effects related to the General Legal Counsel disclosure in Note 5 Related Party Transactions as to which date is April

LIONHEART ACQUISITION CORPORATION II

CONSOLIDATED BALANCE SHEETS

December 31, 2021

December 31, 2020

Current assets

1 unchanged sentence

Total Current Assets

Deferred offering costs

Marketable securities held in Trust Account

$ 231,153,157

LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities

Accrued expenses

Accounts payable and accrued expenses

Accrued offering costs

4 unchanged sentences

Commitments and Contingencies (Note 6)

Class A common stock subject to possible redemption, 23,000,000 and no shares at redemption value as of December 31, 2020 and 2019, respectively

Stockholders’

Equity (Deficit)

Class A common stock subject to possible redemption, 23,000,000 shares

at redemption value as of December 31, 2021 and 2020.

Stockholders' Deficit

Preferred stock, $ 0.0001 par value;

3 unchanged sentences

100,000,000 shares authorized;

650,000 and no shares issued and outstanding (excluding 23,000,000 and no shares subject to possible redemption) as of December 31, 2020 and 2019, respectively

issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of December 31, 2021 and 2020.

Class B common stock, $ 0.0001 par value;

10,000,000 shares authorized;

5,750,000 and no shares issued and outstanding as of December 31, 2020 and 2019

Additional paid-in capital

shares issued and outstanding as of December 31, 2021 and 2020.

Accumulated deficit

(21,431,991 )

Total Stockholders’

Equity (Deficit)

(21,431,351 )

TOTAL LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT)

$ 231,153,157

accompanying notes are an integral part of the financial statements.

ACQUISITION CORPORATION II

OF OPERATIONS

2019 (Inception)

(As Restated)

Operating costs

Total Stockholders' Deficit

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

The accompanying notes are an integral part of the consolidated financial statements.

LIONHEART ACQUISITION CORPORATION II

CONSOLIDATED STATEMENTS OF OPERATIONS

Operating and formation costs

Loss from operations

Other income (expenses):

Change in fair value of warrant liability

Transaction costs

Other income (expense):

Interest earned on marketable securities held in Trust Account

Other income (expenses), net

$ (2,061,769 )

Transactions costs associated with the Initial Public Offering

Change in fair value of warrant liabilities

Other income (expense), net

Net income (loss)

Basic and diluted weighted average shares outstanding, Class A Common stock

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

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

Basic and diluted weighted average shares outstanding, Class B Common Stock

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

accompanying notes are an integral part of the financial statements .

ACQUISITION CORPORATION II

OF CHANGES IN STOCKHOLDERS’

EQUITY (DEFICIT)

Stockholders’

Balance –

December 23, 2019 (inception)

Balance –

December 31, 2019

Basic and diluted net income (loss) per share, Class B Common Stock

The accompanying notes are an integral part of the consolidated financial statements .

LIONHEART ACQUISITION CORPORATION II

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Stockholders’

Balance – January 1, 2020

Issuance of Class B common stock to Sponsor

1 unchanged sentence

Accretion to common stock subject to redemption amount

(19,369,222 )

(25,517,456 )

Balance –

December 31, 2020 (As Restated)

$ (21,431,991 )

$ (21,431,351 )

accompanying notes are an integral part of the financial statements.

ACQUISITION CORPORATION II

OF CASH FLOWS

(As Restated)

Balance – December 31, 2020

Balance – December 31, 2021

The accompanying notes are an integral part of the consolidated financial statements.

LIONHEART ACQUISITION CORPORATION II

CONSOLIDATED STATEMENT OF CASH FLOWS

Year Ended December 31,

Cash Flows from Operating Activities:

$ (2,061,769 )

Adjustments to reconcile net loss to net cash used in operating activities:

Change in fair value of warrants

Transaction costs

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Change in fair value of warrant liability

Transaction costs associated with the Initial Public Offering

Interest earned on marketable securities held in Trust Account

1 unchanged sentence

Prepaid expenses

Accrued expenses

Accounts payable and accrued expenses

Net cash used in operating activities

2 unchanged sentences

( 230,000,000

Net cash used in investing activities

Cash withdrawn from Trust Account to pay franchise and income taxes

Net cash provided by (used in) investing activities

( 230,000,000

3 unchanged sentences

Proceeds from sale of Private Placement Units

Proceeds from promissory notes –

related party

Repayment of promissory notes –

related party

Proceeds from promissory notes – related party

Repayment of promissory notes – related party

Payment of offering costs

Net cash provided by financing activities

Net cash (used in) provided by financing activities

Net Change in Cash

Cash – Beginning

Cash – Ending

Non-cash investing and financing activities:

Initial classification of common stock subject to redemption

$ 230,000,000

Deferred underwriting fee payable

Offering costs included in accrued offering costs

accompanying notes are an integral part of the financial statements.

The accompanying notes are an integral part of the consolidated financial statements.

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Acquisition Corporation II (formerly known as Lionheart Acquisition Corp.) (the “Company”) was incorporated in Delaware

on December 23, 2019.

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”).

the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company

intends to focus its search on businesses that apply innovative digital technologies and technology-enhanced services and solutions

to the identification, design, development, construction, operation, financing, management and disposition of real estate properties,

commonly referred to as “PropTech.”

The Company is an early stage and emerging growth company and, as such, the Company

is subject to all of the risks associated with early stage and emerging growth companies.

of December 31, 2020, the Company had not commenced any operations.

All activity for the period from December 23, 2019 (inception)

through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”),

which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

Lionheart Acquisition Corporation II (formerly known as Lionheart Acquisition Corp.) (the “Company”) was incorporated in Delaware on December

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”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination.

The Company is an early stage

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

The Company has one subsidiary, Lionheart II Holdings, LLC, a wholly owned subsidiary incorporated

in Delaware on July 9, 2021.

As of December 31, 2021, the Company had not commenced any operations.

All activity for the period from December 23, 2019 (inception) through

December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination, in

particular activities in connection with the potential acquisition of MSP Recovery (see Proposed Business Combination within Note 1).

The Company will not generate any operating revenues until after the completion of its initial Business

Combination, at the earliest.

The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

registration statement for the Company’s Initial Public Offering was declared effective on August 12, 2020.

On August 18,

2020, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units”

and, with respect to the

shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross

proceeds of $200,000,000, which is described in Note 4.

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of 650,000 units (the “Private Placement

Units”) at a price of $10.00 per Private Placement Unit in a private placement to Lionheart Equities, LLC, a Delaware Limited

Liability Company (the “Sponsor”), and Nomura Securities International, Inc.

(“Nomura”), an underwriter

in the Initial Public Offering, generating gross proceeds of $6,500,000, which is described in Note 5.

the closing of the Initial Public Offering on August 18, 2020, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds

of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account

(the “Trust Account”) located in the United States and invested only in U.S.

The registration statement for the Company’s Initial Public Offering was declared effective on August 12, 2020.

On August 18, 2020, the Company

consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the shares of Class A common stock

included in the Units sold, the “Public Shares”), at $ 10.00 per Unit, generating gross proceeds of $ 200,000,000 , which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 650,000 units (the “Private Placement Units”) at a price of $ 10.00

per Private Placement Unit in a private placement to Lionheart Equities, LLC, a Delaware Limited Liability Company (the “Sponsor”), and Nomura Securities International, Inc.

(“Nomura”), an underwriter in the Initial Public Offering, generating

gross proceeds of $ 6,500,000 , which is described in Note 4.

Following the closing of the Initial Public Offering on August 18, 2020, an amount of $ 200,000,000 ($ 10.00 per Unit) from the net proceeds of the

sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S.

government securities, within the meaning

set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),

with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund

selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company,

until the earlier of:

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

Account, as described below.

August 20, 2020, the underwriters notified the Company of their intention to exercise their over-allotment option in full, resulting

in an additional 3,000,000 Units issued on August 24, 2020 for $30,000,000.

A total of $30,000,000 was deposited into the Trust

Account, bringing the aggregate proceeds held in the Trust Account to $230,000,000.

costs amounted to $13,128,937 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $478,937

of other offering costs.

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 Units, although substantially all of the net proceeds are intended to be applied generally

toward consummating a Business Combination.

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

successfully.

The Company must complete a Business Combination with one or more target businesses that together have an aggregate

fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and

taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination.

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 sufficient for it not to be required

to register as an investment company under the Investment Company Act.

Company will provide its 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, solely in its discretion.

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 anticipated to be $10.00 per Public Share, plus any pro rata interest earned

on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The per-share amount

to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions

the Company will pay to the underwriters (as discussed in Note 7).

There will be no redemption rights upon the completion of a

Business Combination with respect to the Company’s warrants.

Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior

to or upon such consummation of a Business Combination 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 law and the Company does not decide

to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate

of Incorporation (the “Amended and Restated 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 transactions is required by law,

or the Company decides to obtain stockholder approval for business or legal 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 Company’s Sponsor, officers and directors and

Nomura have agreed to vote their Founder Shares (as defined in Note 6), Private Placement 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 irrespective of whether they vote for or against the proposed

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

rules, the 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 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 15% or more of the Public Shares, without the prior consent of

Sponsor has agreed (a) to waive its redemption rights with respect to any Founder’s Shares, Private Placement 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 Amended and Restated Certificate of Incorporation that would affect the substance or timing of the ability of holders of

the Public Shares to seek redemption in connection with a Business Combination or the Company’s obligation to redeem 100%

of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders

set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by

the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as

described below.

On August 20, 2020, the underwriters notified the Company of their intention to exercise their over-allotment option in full, resulting in an

additional 3,000,000 Units issued on August 24, 2020 for $ 30,000,000 .

A total of $ 30,000,000 was deposited into the

Trust Account, bringing the aggregate proceeds held in the Trust Account to $ 230,000,000 .

Transaction costs amounted to $ 13,128,937

consisting of $ 4,600,000 of underwriting fees, $ 8,050,000 of deferred underwriting fees and $ 478,937 of other offering costs.

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

The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80 % of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the

agreement to enter into a Business Combination.

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the

Investment Company Act.

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

The Company will provide its 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, solely in its discretion.

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

anticipated to be $ 10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not

previously released to the Company to pay its tax obligations).

The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to

the underwriters (as discussed in Note 6).

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

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 immediately prior to or upon such consummation of a Business Combination 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 law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended

and Restated Certificate of Incorporation (the “Amended and Restated 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 transactions is required by law, or the Company decides to obtain stockholder approval for business or legal 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 Company’s Sponsor,

officers and directors and Nomura have agreed to vote their Founder Shares (as defined in Note 5), Private Placement Shares (as defined in Note 4) 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 Business Combination.

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

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 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 15 % or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder’s Shares, Private Placement 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 Amended and Restated Certificate of Incorporation that would affect the substance or timing of the ability of holders of the Public

Shares to seek redemption in connection with a Business Combination or the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders

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

Company will have until February 18, 2022 to complete a Business Combination (the “Combination Period”).

If the Company

is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except

for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject

to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously

released to the Company to pay its tax obligations (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) as promptly

as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the

Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware

law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating

distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business

Combination within the Combination Period.

Sponsor and Nomura have agreed to waive their liquidation rights with respect to the Private Placement Shares if the Company fails

to complete a Business Combination within the Combination Period.

However, if the initial stockholders or any of their respective

affiliates acquire Public Shares 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 the Initial Public Offering price per Unit ($10.00).

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) $10.00 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 $10.00 per 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 the monies held in the Trust Account (whether or not such waiver is enforceable)

nor will it apply to any claims under the Company’s indemnity of the underwriters of 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, prospective

target businesses or 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

At December 31, 2020,

the Company had cash outside the trust of $1,017,137 and working capital of $50,240.

The Company has incurred and expects to

continue to incur significant costs in pursuit of its financing and acquisition plans.

On February 21, 2021, the Sponsor committed

up to $750,000 in loans to the Company for continuing operations to consummate a business combination.

The loans are non-interest

bearing, unsecured, and to be repaid upon the consummation of a business combination.

In the event that a business combination does

not occur, then all loaned amounts under this commitment will be forgiven except to the extent that the Company has funds available

to it outside the trust account.

In addition, the Sponsor, an affiliate of the Sponsor, or our officers and directors may, but are

not obligated to, loan us funds as may be required (see Note 6 Related Party Loans).

The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

and Uncertainties

March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues

to spread throughout the United States and the World.

As of the date the financial statements were issued, there was considerable

uncertainty around the expected duration of this pandemic.

The Company has concluded that while it is reasonably possible that

COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily

determinable as of the date of these financial statements.

The financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company previously accounted

for its outstanding Public Warrants (as defined in Note 4) 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 Acting

Director of the Division of Corporation Finance and Acting Chief Accountant 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 Statement”).

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

tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant

Agreement”).

Additionally, the Company revised the Statement of Changes in Stockholders’

Equity to present temporary equity

separate from permanent equity, which allows for better alignment to the presentation of the Company’s Balance Sheets.

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 August 18, 2020, September 30, 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.

The Company’s accounting

for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously

reported investments held in trust, operating expenses, cash flows or cash.

Per Amendment

Balance sheet as of August 18, 2020

Warrant liability

Total Liabilities

Class A Common Stock Subject to Possible Redemption

(13,602,000 )

Class A Common Stock

Additional Paid-in Capital

Accumulated Deficit

Number of Class A common stock subject to redemption

Balance sheet as of September 30, 2020 (unaudited)

Warrant liability

Total Liabilities

Class A Common Stock Subject to Possible Redemption

(13,135,500 )

Class A Common Stock

Additional Paid-in Capital

Accumulated Deficit

Number of Class A common stock subject to redemption

Balance sheet as of December 31, 2020

Warrant liability

Total Liabilities

Class A Common Stock Subject to Possible Redemption

(13,365,500 )

Class A Common Stock

Additional Paid-in Capital

Accumulated Deficit

Number of Class A common stock subject to redemption

Statement of Operations for the Three months ended September 30, 2020 (unaudited)

Change in fair value of warrant liability

Transaction costs

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

Basic and diluted net earnings per share, common stock subject to possible redemption

Weighted average non-redeemable common shares outstanding, basic and diluted

Basic and diluted net loss per non-redeemable common share

Statement of Operations for the Nine months ended September 30, 2020 (unaudited)

Change in fair value of warrant liability

Transaction costs

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

Basic and diluted net earnings per share, common stock subject to possible redemption

Weighted average non-redeemable common shares outstanding, basic and diluted

Basic and diluted net loss per non-redeemable common share

Statement of Operations for the Year ended December 31, 2020

Change in fair value of warrant liability

Transaction costs

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

Basic and diluted net earnings per share, common stock subject to possible redemption

Weighted average non-redeemable common shares outstanding, basic and diluted

Basic and diluted net loss per non-redeemable common share

Cash Flow Statement for the Nine months ended September 30, 2020 (unaudited)

Allocation of initial public offering costs

Initial classification of warrant liability

Initial classification of common stock subject to possible redemption

Change in value of common stock subject to possible redemption

Cash Flow Statement for the Year ended December 31, 2020 (audited)

Allocation of initial public offering costs

Initial classification of warrant liability

Initial classification of common stock subject to possible redemption

Change in value of common stock subject to possible redemption

In connection with the preparation

of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statements

where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to

possible redemption.

The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption

value of $10.00 per share of Class A common stock while also taking into consideration a redemption cannot result in net tangible assets

being less than $5,000,001.

Management determined that the Class A common stock issued during the Initial Public Offering can be redeemed

or become redeemable subject to the occurrence of future events considered outside the Company’s control.

Therefore, management

concluded that the redemption value should include all shares of Class A common stock subject to possible redemption, resulting in the

Class A common stock subject to possible redemption being equal to their redemption value.

As a result, management has noted a reclassification

error related to temporary equity and permanent equity.

This resulted in an adjustment to the initial carrying value of the Class A common

stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit

and Class A common stock.

In connection with the change

in presentation for the Class A common stock subject to redemption, the Company also restated its income (loss) per common stock calculated

to allocate net income (loss) evenly to Class A and Class B common stock.

This presentation contemplates a Business Combination as the

most likely outcome, in which case, both classes of common stock pro rata in the income (loss) of the Company.

There is no impact to the

reported amounts for total assets, total liabilities, cash flows, or net income (loss).

The impact of the restatement

on the Company’s financial statements is reflected in the following table.

Per Amendment #1

Per Amendment #2

Balance Sheet as of August 18, 2020

Class A common stock subject to possible redemption

$ 176,443,060

$ 200,000,000

Class A common stock

Additional paid-in capital

$ (5,837,483 )

Accumulated deficit

$ (17,719,221 )

$ (18,557,577 )

Total Stockholders' Equity (Deficit)

$ (23,556,940 )

$ (18,556,937 )

Balance Sheet as of September 30, 2020 (unaudited)

Class A common stock subject to possible redemption

$ 205,177,310

$ 230,000,000

Class A common stock

Additional paid-in capital

$ (5,453,221 )

Accumulated deficit

$ (19,369,221 )

$ (19,823,320 )

Total Stockholders' Equity (Deficit)

$ (24,822,690 )

$ (19,822,680 )

Balance Sheet as of December 31, 2020

Class A common stock subject to possible redemption

$ 203,568,640

$ 230,000,000

As described in more detail within the Note 11, the Company will have until August 18, 2022 to complete a Business Combination (the “Combination

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100 % of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds

held in the Trust Account and not previously released to the Company to pay its tax obligations (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) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in

each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants,

which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor and Nomura have agreed to waive their liquidation rights with respect to the Private Placement Shares if the Company fails to

complete a Business Combination within the Combination Period.

However, if the initial stockholders or any of their respective affiliates acquire Public Shares 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 the Initial Public Offering price per Unit ($ 10.00 ).

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) $ 10.00 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 $ 10.00 per 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 the monies held in the Trust Account (whether or not such waiver is enforceable)

nor will it apply to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

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, prospective target businesses or 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 Going Concern

The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its stockholders

prior to the Initial Public Offering and such amount of proceeds from the Initial Public Offering that were placed in an account outside of the Trust Account for working capital purposes.

At December 31, 2021, the Company had cash outside the

trust of $ 177,386 and working capital deficit of $ 3,785,966 .

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

On February 21, 2021, the Sponsor committed up to $ 750,000 in loans to the Company for continuing operations to consummate a business combination.

The loans would be non-interest bearing, unsecured,

and to be repaid upon the consummation of a business combination.

On July 29, 2021, the Sponsor committed up to an additional $ 250,000

in loans to the Company for continuing operations to consummate a business combination.

The loans would be non-interest bearing, unsecured, and to be repaid upon the consummation of a business combination.

In the event that a business

combination does not occur, then all loaned amounts under these commitments will be forgiven except to the extent that the Company has funds available to it outside the trust account.

The Sponsor has committed an aggregate of $ 1,000,000 between these two commitments.

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

this uncertainty.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and

evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business

The Company will need to raise further additional capital through loans or additional investments from its Sponsor, stockholders, officers,

directors, or third parties.

In addition to the loan commitment described herein, the Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they

deem reasonable in their sole discretion, to meet the Company’s working capital needs.

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to take

additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any

assurance that new financing will be available to it on commercially acceptable terms, if at all.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern through August 18, 2022, the Company’s

liquidation date, and/or through twelve months from the issuance of these consolidated financial statements.

These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the

classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Proposed Business Combination

On July 11, 2021, the Company entered into a Membership Interest Purchase Agreement (the “MIPA”) by and among the Company, Lionheart II

Holdings, LLC, a newly formed wholly owned subsidiary of the Company (“Purchaser”), each limited liability company set forth on Schedule 2.1(a) thereto (the “MSP Purchased Companies”), the members of the MSP Purchased Companies listed on

Schedule 2.1(b) thereto (the “Members”), and John H.

Ruiz, as the representative of the Members.

Subject to the terms and conditions set forth in the MIPA, including the approval of the Company’s stockholders, the parties thereto will enter

into a business combination transaction (the “Business Combination”), pursuant to which, among other things, the Members will sell and assign all of their membership interests in the MSP Purchased Companies to Purchaser in exchange for

non-economic voting shares of Class V common stock, par value $ 0.0001 , of the Company (“Class V Common Stock”) and non-voting

economic Class B Units of Purchaser (“Class B Units,” and each pair consisting of one share of Class V Common Stock and one Class B Unit, an “Up-C Unit”), with Up-C Units being exchangeable on a one-for-one basis for shares of the Company’s

Class A common stock.

Additional paid-in capital

$ (7,061,874 )

Accumulated deficit

$ (2,062,769 )

$ (19,369,222 )

$ (21,431,991 )

Total Stockholders’

Equity (Deficit)

$ (26,431,360 )

$ (21,431,351 )

Statement of Operations for the Three Months Ended September 30, 2020 (unaudited)

Basic and diluted weighted average shares outstanding, Class A Common Stock

Basic and diluted net (loss) per share, Class A

Basic and diluted weighted average shares outstanding, Class B Common Stock

Basic and diluted net (loss) per share, Class B Common Stock

Statement of Operations for the Nine Months Ended September 30, 2020 (unaudited)

Basic and diluted weighted average shares outstanding, Class A Common Stock

(15,306,965 )

Basic and diluted net (loss) per share, Class A

Basic and diluted weighted average shares outstanding, Class B Common Stock

Basic and diluted net (loss) per share, Class B Common Stock

Statement of Operations for the Year Ended December 31, 2020

Basic and diluted weighted average shares outstanding, Class A Common Stock

(11,649,794 )

Basic and diluted net (loss) per share, Class A

Basic and diluted weighted average shares outstanding, Class B Common Stock

Basic and diluted net (loss) per share, Class B Common Stock

Statement of Cash Flows for the Nine Months Ended September 30, 2020 (unaudited)

Initial classification of Class A common stock subject to possible redemption

$ 204,793,060

$ 230,000,000

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

Statement of Cash Flows for the Year Ended December 31, 2020

Initial classification of Class A common stock subject to possible redemption

$ 204,793,060

$ 230,000,000

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

$ (1,224,420 )

Statement of Changes in Stockholders' Equity (Deficit) for the Period Ended September 30, 2020 (unaudited)

Sale of 23,000,000 Units, net of underwriting discounts

$ 204,482,544

$ (204,482,544 )

Class A common stock subject to possible redemption

$ (205,177,310 )

$ 205,177,310

Accretion to common stock subject to redemption amount

$ (25,517,456 )

Total Stockholders' Equity

(24,822,690 )

(19,822,680 )

Statement of Changes in Stockholders' Equity (Deficit) for the Year Ended December 30, 2020

Change in value of common stock subject to redemption

$ (1,608,670 )

Sale of 23,000,000 Units, net of underwriting discounts

Class A common stock subject to possible redemption

Accretion to common stock subject to redemption amount

Total Stockholders' Equity

$ (26,431,360 )

$ (21,431,351 )

Following the closing of the Business Combination (the “MIPA Closing”), the Company will own all of the voting Class A Units of Purchaser and the Members or their designees will own all of the non-voting economic Class B

Units of Purchaser.

Subject to the terms and conditions set forth in the MIPA, the aggregate consideration to be paid to the Members (or their designees) will consist of a number of (i) Up-C Units equal to (a) $ 32.5 billion divided by (b) $ 10.00

and (ii) rights to receive payments under the Tax Receivable Agreement (as defined below).

Of the Up-C Units to be issued to certain Members at the MIPA Closing, 6,000,000 (the “Escrow Units”) will be deposited into an escrow account with Continental Stock Transfer and Trust, to satisfy potential indemnification claims brought pursuant to the MIPA.

Additionally, in

connection with the Business Combination, the Company intends, subject to compliance with applicable law, to declare a dividend comprising approximately 1,029,000,000 newly issued warrants, each to purchase one share of Class A common stock for an exercise price of $ 11.50

per share, conditioned upon the consummation of any redemptions by the Company’s stockholders and the MIPA, to the holders of record of Class A common stock as of the close of business on the date of the MIPA Closing, after giving effect to the

waiver of the right to participate in such dividend by the Members.

The MIPA contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as

further described in the MIPA.

Risks and Uncertainties

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread

throughout the United States and the World.

As of the date the consolidated financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic.

The Company has concluded that while it is

reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of these consolidated financial statements.

consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

The accompanying financial

statements is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

and pursuant to the rules and regulations of the SEC.

Growth Company

Company is an “emerging growth company,”

as defined in Section 2(a) of 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,

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval

of any golden parachute payments not previously approved.

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 of securities registered under the Exchange Act) are required to comply with the new or revised

financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and

comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and

it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the

new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s

financial statements with another public company which is neither an emerging growth company nor an emerging growth company which

has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of

the financial statements and the reported amounts of revenues and expenses during the reporting periods.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect

of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered

in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual

results could differ significantly from those estimates.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of December 31, 2020 and December 31, 2019.

Securities Held in Trust Account

December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United

States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

All significant

intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of 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, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

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 of securities registered under the Exchange Act) are required to comply with the

new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt

out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an

emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s consolidated financial statements with another public company which is

neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a

condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of warrant liabilities.

Such estimates may be subject to change as more current information becomes

available and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Company did no t have any cash equivalents as of December 31, 2021 and December 31, 2020.

Marketable Securities Held in Trust Account

At December 31, 2021 and 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested

primarily in U.S.

Treasury Securities.

Class A Common Stock Subject to Possible

Redemption (Restated –

See Note 2 –

Amendment #2)

The Company accounts for

its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480.

Class A common stock subject to mandatory

redemption are classified as a liability instrument and are measured at fair value.

Conditionally redeemable common stock (including common

stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of

uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, common stock is

classified as shareholders’

The Company’s Class A common stock feature certain redemption rights that are considered

to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, at December 31, 2020,

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

equity section

of the Company’s condensed consolidated 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.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion

from initial book value to redemption amount value.

The change in the carrying value of redeemable Class A common stock resulted in charges

against additional paid-in capital and accumulated deficit.

At December 31, 2020, the

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

All of the Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the consolidated balance sheets at fair value at the end of each

reporting period.

Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations.

estimated fair values of investments held in Trust Account are determined using available market information.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480.

Class A common

stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value.

Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of

the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, common stock is classified as shareholders’ equity.

The Company’s Class

A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, at December 31, 2021 and 2020, Class A common stock subject to

possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets.

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.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of

redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.

At December 31, 2021 and 2020, the Class A common stock subject to redemption reflected in the consolidated balance sheets are reconciled in the

following table:

Gross proceeds

$ 230,000,000

Proceeds allocated to Public Warrants

$ (13,225,000 )

Class A common stock issuance costs

$ (12,292,456 )

Accretion of carrying value to redemption value

Class A common stock subject to possible redemption

$ 230,000,000

Warrant Liability

The Company accounts

for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the

criteria for equity treatment and must be recorded as liabilities.

Accordingly, the Company classifies the Warrants as liabilities

at their fair value and adjusts the Warrants to fair value at the end of each reporting period.

This liability is subject to

re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of

The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using

a Monte Carlo simulation.

For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted

market price was used as the fair value as of each relevant date.

Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.”

tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial

statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities

are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are

expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized

in income in the period that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred

tax assets to the amount expected to be realized.

740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of

tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more

likely than not to be sustained upon examination by taxing authorities.

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 and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity

classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, 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.

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

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.

the Company accounts for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and

liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a

change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties

related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for

interest and penalties as of December 31, 2020 and 2019.

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.

On March 27, 2020, the CARES Act was enacted in response to COVID-19

Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted.

The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal

Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a

technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications

to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried

back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability

of alternative minimum tax credits.

Net Loss Per Common Share (Restated

See Note 2 –

Amendment #1)

income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding

during the period.

The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement

to purchase an aggregate of 11,825,000 shares in the calculation of diluted loss per share, since the exercise of the warrants

are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

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 Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable

securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock

subject to possible redemption outstanding since original issuance.

loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income

or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of

non-redeemable common stock outstanding for the period.

Non-redeemable

common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features.

Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’

proportionate interest.

For the Period

from December

(As Restated)

Common stock subject to possible redemption

Earnings allocable to Common stock subject to possible redemption

Interest earned on marketable securities held in Trust Account

Income taxes and franchise fees

Net loss allocable to shares subject to possible redemption

Weighted Average Common stock subject to possible redemption

Basic and diluted weighted average shares outstanding

Basic and diluted net income per share

Non-Redeemable Common Stock

Net Loss minus Net Earnings

$ (2,061,769 )

Net loss allocable to Common stock subject to possible redemption

Non-Redeemable Net Loss

$ (2,061,769 )

Weighted Average Non-Redeemable Common Stock

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share

Net Income (Loss) Per Common Share (Restated

See Note 2 –

Amendment #2)

The Company complies with

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

Net income (loss) per common stock is

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

The Company applies

the two-class method in calculating earnings per share.

Accretion associated with the redeemable shares of Class A common stocks 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.

The warrants are exercisable

to purchase 11,825,000 Class A common stocks in the aggregate.

As of December 31, 2020, the Company did not have any dilutive securities

or other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 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.

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

On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic.

Under ASC 740, the effects of changes in tax rates and laws are

recognized in the period which the new legislation is enacted.

The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the

“IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net

operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the

recoverability of alternative minimum tax credits.

Net Income (Loss) Per Common Share

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

Net income (loss) per common stock

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

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

Accretion associated with the redeemable shares of

Class A common stocks 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.

The warrants are exercisable to purchase 11,825,000 Class A common stocks in the aggregate.

As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be

exercised or converted into common stocks and then share in the earnings of the Company.

As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented.

The following table

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

For the Year Ended

December 31, 2021

December 31, 2020

Basic and diluted net income (loss) per common stock

Allocation of net income (loss), as adjusted

$ (1,295,774 )

Basic and diluted weighted average stock outstanding

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per common stock

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $250,000.

The Company has not experienced losses on this

value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value

Measurement,”

approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term

Fair Value Measurements

Fair value is defined as the

price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants

at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)

and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

Level 1, defined as observable inputs such as quoted prices

(unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active

markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices

for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no

market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques

in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the

inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair

value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the

fair value measurement.

Derivative Financial Instruments

The Company evaluates its financial

instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with

ASC Topic 815, “Derivatives and Hedging”.

For derivative financial instruments that are accounted for as liabilities, the

derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes

in the fair value reported in the statements of operations.

The classification of derivative instruments, including whether such instruments

should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified

in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required

within 12 months of the balance sheet date.

Accounting Standards

does not believe that any recently issued, but not yet effective, accounting standards update, if currently adopted, would have

a material effect on the Company’s financial statements.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial

institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

The Company has not experienced

losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,”

approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10.)

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 — “Contracts in Entity’s

Own Equity (Subtopic 815-40) (“ASU 2020-06”)”, to simplify accounting for certain financial instruments ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible

instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces additional disclosures for convertible debt and freestanding

instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments.

ASU 2020-06 is

effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.

The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its

financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not yet effective, accounting standards update, if currently adopted, would have a

material effect on the Company’s consolidated financial statements.

INITIAL PUBLIC OFFERING

Pursuant to the Initial Public

Offering, the Company sold 23,000,000 Units, inclusive of 3,000,000 Units sold to the underwriters on August 24, 2020 upon the underwriters’

election to fully exercise their option to purchase additional Units, at a purchase 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 9).

Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, inclusive of 3,000,000 Units sold to the underwriters on August 24, 2020 upon

the underwriters’ election to fully exercise their option to purchase additional Units, at a purchase price of $ 10.00 per Unit.

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 8).

PRIVATE PLACEMENT

Simultaneously with the closing

of the Initial Public Offering, the Sponsor and Nomura purchased an aggregate of 650,000 Private Placement Units at a price of $10.00

Simultaneously with the closing of the Initial Public Offering, the Sponsor and Nomura purchased an aggregate of 650,000 Private Placement Units at a price of $ 10.00

per Private Placement Unit, for an aggregate purchase price of $ 6,500,000 .

Each Private Placement Unit consists of one share of Class A

common stock (“Private Placement Share”) and one-half of one redeemable warrant (“Private Placement Warrant”).

Each whole Private Placement 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 9).

A portion of the proceeds from the Private Placement Units were added to the proceeds from the Initial

Public Offering held in the Trust Account.

The Private Placement Units are identical to the Public Units sold in the Initial Public Offering,

except as described in Note 9.

If the Company does not complete a Business Combination within the Combination Period, the proceeds

of the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable

law) and underlying securities will be worthless.

Each Private Placement Unit consists of one share of Class A common stock (“Private Placement Share”) and one-half of one redeemable warrant (“Private Placement Warrant”).

Each whole Private Placement 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 8).

A portion of the proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account.

The Private Placement Units are identical to the Public Units sold in

the Initial Public Offering, except as described in Note 7.

If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Units will be used to fund the redemption of

the Public Shares (subject to the requirements of applicable law) and underlying securities will be worthless.

RELATED PARTY TRANSACTIONS

January 10, 2020, the Sponsor purchased 5,000,000 shares (the “Founder’s Shares”) of the Company’s

Class B common stock for an aggregate price of $25,000.

Subsequently, on February 6, 2020, the Company effected a stock dividend

of 0.15 share for each Founder’s Share outstanding, resulting in the Sponsor holding an aggregate of 5,750,000 Founder’s

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

Founder’s Shares included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’

over-allotment option was not exercised in full or in part, so that the initial stockholders (including Nomura) would own, on

an as-converted basis, 22.03% of the Company’s issued and outstanding shares after the Initial Public Offering (including

the Private Placement Shares and assuming the initial stockholders do not purchase any Public Shares in the Initial Public Offering).

As a result of the underwriters’

election to exercise their over-allotment option in full on August 24, 2020, the 750,000

Founder’s Shares are no longer subject to forfeiture.

initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder’s

Shares until the earlier to occur of:

(A) six months after the completion of a Business Combination or (B) subsequent

to a Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds

$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading

days within any 30-trading day period commencing at least 30 days after a Business Combination, or (y) the date on which

the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results

in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other

Related Party

January 10, 2020, the Company issued the Promissory Note to Lionheart Equities, LLC, the Sponsor, pursuant to which the Company

could borrow up to an aggregate amount of $300,000 to cover expenses related to the Initial Public Offering.

The Promissory Note

was non-interest bearing and payable on the completion of the Initial Public Offering.

The outstanding balance under the Promissory

Note of $140,671 was repaid on August 24, 2020.

Administrative

Services Agreement

Company entered into an agreement whereby, commencing on the August 14, 2020, the Company will pay the Sponsor a total of $15,000

per month for office space, utilities and secretarial and administrative support.

Upon completion of the Business Combination

or the Company’s liquidation, the Company will cease paying these monthly fees.

For the year ended December 31, 2020, the

Company incurred and paid $66,774 in fees for these services.

addition, 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”).

If the Company completes a Business Combination, the Company would repay the

Working Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would

be repaid only out of funds held outside the Trust Account.

Founder Shares

On January 10, 2020, the Sponsor purchased 5,000,000

shares (the “Founder’s Shares”) of the Company’s Class B common stock for an aggregate price of $ 25,000 .

Subsequently, on February 6,

2020, the Company effected a stock dividend of 0.15 share for each Founder’s Share outstanding, resulting in the Sponsor holding an

aggregate of 5,750,000 Founder’s Shares.

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

The Founder’s Shares included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders (including Nomura) would own, on an

as-converted basis, 22.03 % of the Company’s issued and outstanding shares after the Initial Public Offering (including the Private

Placement Shares and assuming the initial stockholders do not purchase any Public Shares in the Initial Public Offering).

As a result of the underwriters’ election to exercise their over-allotment option in full on August 24, 2020, the 750,000 Founder’s Shares are no longer subject to forfeiture.

The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder’s Shares until the

earlier to occur of:

(A) six months after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading

day period commencing at least 30 days after a Business Combination, or (y) the date on which the Company completes a liquidation,

merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Promissory Note — Related Party

On January 10, 2020, the Company issued the Promissory Note to Lionheart Equities, LLC, the Sponsor, pursuant to which the Company could

borrow up to an aggregate amount of $ 300,000 to cover expenses related to the Initial Public Offering.

The Promissory Note was

non-interest bearing and payable on the completion of the Initial Public Offering.

The outstanding balance under the Promissory Note of $ 140,671

was repaid on August 24, 2020.

Borrowings under the Promissory Note are no longer available.

Administrative Services Agreement

The Company entered into an agreement whereby, commencing on the August 14, 2020, the Company will pay the Sponsor a total of $ 15,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of the Business Combination or the

Company’s liquidation, the Company will cease paying these monthly fees.

For the years ended December 31, 2021 and 2020, the Company incurred $ 180,000

and $ 66,774 in fees for these services, of which $ 15,000 and $ 0 are included in the accounts payable and accrued expenses in

the accompanying consolidated balance sheets.

Related Party Loans

In addition, 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”).

If the Company completes a Business Combination, the Company would repay the Working Capital

Loans out of the proceeds of the Trust Account released to the Company.

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, 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.

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.

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 million

of such Working Capital Loans may be convertible into units identical to the Private Placement Units at a price of $10.00 per

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.

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.

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 million of such Working Capital Loans may be convertible into units identical to the Private Placement Units at

a price of $ 10.00 per unit.

On February 21, 2021, the Sponsor committed up to $ 750,000

in loans to the Company for continuing operations to consummate a business combination.

The loans are non-interest bearing, unsecured, and to be repaid upon the consummation of a business combination.

In the event that a business combination

does not occur, then all loaned amounts under this commitment will be forgiven except to the extent that the Company has funds available to it outside the trust account.

The Company has not drawn on the aforementioned Sponsor commitment.

On July 29, 2021, the Sponsor committed up to an additional $ 250,000 in loans to the Company for continuing operations to consummate a business combination.

The loans are non-interest bearing, unsecured, and to be repaid upon the consummation of a

business combination.

In the event that a business combination does not occur, then all loaned amounts under this commitment will be forgiven except to the extent that the Company has funds available to it outside the trust account.

has not drawn on the aforementioned Sponsor commitment.

The Sponsor has committed an aggregate of $ 1,000,000 .

General Legal Counsel

On January 10, 2017, an affiliate of the Company’s Sponsor, Lionheart Capital, LLC (“Lionheart Capital”), engaged Jessica L.

LLC (“Wasserstrom”), to represent Lionheart Capital and its affiliated companies, as corporate general counsel and otherwise in connection with any corporate and/or transactional matters as requested by Lionheart Capital.

The engagement

letter between Lionheart Capital and Wasserstrom is for an indefinite period only subject to termination rights of either party, of which no termination has occurred since the agreement was executed.

Jessica Wasserstrom, the principal of

Wasserstrom, currently holds the title of Chief Legal Officer of Lionheart Capital and its affiliated companies.

In connection therewith, Wasserstrom was specifically engaged by the Company to provide counsel for general corporate legal matters,

including related to mergers and acquisitions activity and, as such, may be deemed to be a related party of the Company.

For the year ended December 31, 2021, the Company incurred $ 430,000 of legal fees from Wasserstrom.

For the period ended December 31, 2020, the Company incurred $ 220,000 of legal fees from Wasserstrom.

The total aggregate balance of $ 650,000

in fees incurred by the Company from Wasserstrom were recorded within accounts payable and accrued expenses and remain unpaid and outstanding as of December 31, 2021.

COMMITMENTS AND CONTINGENCIES

to a registration rights agreement entered into on August 13, 2020, the holders of the Founder’s Shares, Private Placement

Units, Private Placement Shares, Private Placement Warrants, securities issuable pursuant to the forward purchase agreement (discussed

below), the units that may be issued upon conversion of Working Capital Loans, the shares of Class A common stock and the warrants

issued as part of such units (and any shares of Class A common stock issuable upon the exercise of the Private Placement

Warrants and warrants included as part of the units that may be issued upon conversion of Working Capital Loans and upon conversion

of the Founder’s Shares) will be entitled to registration rights requiring the Company to register such securities for resale

(in the case of the Founder’s Shares, only after conversion to the Company’s Class A common stock).

of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register

such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration

statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale

such securities pursuant to Rule 415 under the Securities Act.

The registration rights agreement does not contain liquidating

damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

The Company will

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

underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 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.

Purchase Agreement

entered into a forward purchase agreement with the Company, which provides for the purchase by Nomura of the Company’s Public

Shares for an aggregate purchase price of up to $100.0 million through, other than as described below, open market purchases or

privately negotiated transactions with one or more third parties.

In lieu of purchasing Public Shares in the open market or privately

negotiated transactions, up to $85.0 million of such aggregate purchase price may instead be in the form of an investment in the

Company’s equity securities on terms to be mutually agreed between Nomura and the Company, to occur concurrently with the

closing of a Business Combination.

In consideration of the forward purchase commitment, the Company will pay to Nomura (i) an

amount equal to 2% of the aggregate purchase price of the purchases or investment requested by the Company pursuant to the forward

purchase agreement (the “commitment fee”) plus (ii) an amount equal to the internal charges and carrying costs

incurred by Nomura in connection with the forward purchase commitment (the “commitment carrying costs”) on a monthly

basis during the period from and including the date the Company executes a definitive agreement for a Business Combination through

the earlier of (x) the consummation of a Business Combination and (y) the date the Company notifies Nomura in writing

that the Company does not require Nomura to provide the forward purchase commitment.

Up to $1.0 million of aggregate commitment

carrying costs, to the extent timely paid pursuant to the forward purchase agreement, may be credited against the commitment fee.

If the Company requests that Nomura purchase or invest the full $100.0 million forward purchase commitment pursuant to the forward

purchase agreement, a maximum of $1.0 million of the commitment carrying costs will not be credited toward the commitment fee.

The decision to make such an investment in other equity securities will not reduce the aggregate purchase price.

However, Nomura

will be excused from its purchase obligation in connection with a specific business combination unless, within five business days

following written notice delivered by the Company of its intention to enter into such Business Combination, Nomura notifies the

Registration Rights

Pursuant to a registration rights agreement entered into on August 13, 2020, the holders of the Founder’s Shares, Private Placement Units,

Private Placement Shares, Private Placement Warrants, securities issuable pursuant to the forward purchase agreement (discussed below), the units that may be issued upon conversion of Working Capital Loans, the shares of Class A common stock

and the warrants issued as part of such units (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants included as part of the units that may be issued upon conversion of Working Capital

Loans and upon conversion of the Founder’s Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder’s Shares, only after conversion to the Company’s Class A common

The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that

the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company

to register for resale such securities pursuant to Rule 415 under the Securities Act.

The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s

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 $ 8,050,000 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.

Forward Purchase Agreement

Nomura entered into a forward purchase agreement with the Company, which provides for the purchase by Nomura of the Company’s Public Shares for

an aggregate purchase price of up to $ 100.0 million through, other than as described below, open market purchases or privately

negotiated transactions with one or more third parties.

In lieu of purchasing Public Shares in the open market or privately negotiated transactions, up to $ 85.0 million of such aggregate purchase price may instead be in the form of an investment in the Company’s equity securities on terms to be mutually agreed between Nomura and the Company, to occur concurrently

with the closing of a Business Combination.

In consideration of the forward purchase commitment, the Company will pay to Nomura (i) an amount equal to 2 %

of the aggregate purchase price of the purchases or investment requested by the Company pursuant to the forward purchase agreement (the “commitment fee”) plus (ii) an amount equal to the internal charges and carrying costs incurred by Nomura in

connection with the forward purchase commitment (the “commitment carrying costs”) on a monthly basis during the period from and including the date the Company executes a definitive agreement for a Business Combination through the earlier of (x)

the consummation of a Business Combination and (y) the date the Company notifies Nomura in writing that the Company does not require Nomura to provide the forward purchase commitment.

Up to $ 1.0 million of aggregate commitment carrying costs, to the extent timely paid pursuant to the forward purchase agreement, may be credited against the commitment fee.

Company requests that Nomura purchase or invest the full $ 100.0 million forward purchase commitment pursuant to the forward purchase

agreement, a maximum of $ 1.0 million of the commitment carrying costs will not be credited toward the commitment fee.

The decision to

make such an investment in other equity securities will not reduce the aggregate purchase price.

However, Nomura will be excused from its purchase obligation in connection with a specific business combination unless, within five business days following written notice delivered by the Company of its intention to enter into such Business Combination, Nomura notifies the

Company that it has decided to proceed with the purchase in whole or in part.

Nomura may decide not to proceed with the purchase

for any reason, including, without limitation, if it has determined that such purchase would constitute a conflict of interest.

Nomura will also be restricted from making purchases if they are in possession of any material nonpublic information not disclosed

to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

has also indicated its intent, if so requested by the Company, to use its commercially reasonable efforts to underwrite, arrange

and/or syndicate up to $400 million of additional financing for the Company in the form of equity or debt (or a combination thereof)

in connection with a Business Combination, subject to market conditions and on terms and conditions satisfactory in all respects

to Nomura in its sole judgment and determination.

of First Refusal

Company has agreed that, if Nomura offers to purchase any securities under the forward purchase agreement, it will have a “right

of first refusal”

to act as a bookrunner on any capital markets transaction issued in order to complete a Business Combination.

In addition, so long as the investor owns 5% or more of the outstanding common stock of the post-business combination company

on a fully-diluted basis, the Sponsor has agreed to use its best efforts and influence on the successor company to offer the investor

a bookrunner role on any capital markets transaction.

Any such bookrunner role will be pursuant to a separate agreement containing

terms and conditions customary for the investor and mutually agreed upon by the Company or its successor company, as applicable.

Notwithstanding the foregoing, the right of first refusal will not have a duration of more than three years from the date of commencement

of sales of the Initial Public Offering.

October 16, 2020, the Company entered into an agreement with a service provider, pursuant to which the service provider will provide

the Company with financial advisory services in connection with a potential acquisition (the “Acquisition”) and serve

as the placement agent for the Company in connection with the sale of the Company’s equity or equity-linked securities (the

“Securities”).

The Company agreed to pay the service provider a cash fee of $7,350,000 as it relates to the financial

advisory services, payable at the closing of such Acquisition and a cash fee equal to (i) 50% of 4.5% of the gross proceeds of

the total Securities sold in the Acquisition , if there are only two advisors and (ii) 33.33% of 6% of the of the gross proceeds

of the total Securities sold in the Acquisition, if there are only three advisors, however, shall not be less than 2% of the gross

proceeds of the total Securities sold in the Acquisition.

As of December 31, 2020, no amounts were incurred under this agreement.

PERMANENT EQUITY AND TEMPORARY EQUITY

(Restated –

See Note 2 –

Amendment #2)

Stock —

On January 30, 2020, the Company amended Certificate of Incorporation such that the Company is authorized

to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences

as may be determined from time to time by the Company’s Board of Directors.

At December 31, 2020 and 2019, there were no

shares of preferred stock issued or outstanding.

The Company had no authorized, issued or outstanding shares of preferred stock.

Class A Common

Stock —

On January 30, 2020, the Company amended its Certificate of Incorporation such that the Company is authorized to

issue 100,000,000 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 and 2019, there were 650,000 and no shares of Class A common stock issued

and outstanding, excluding 23,000,000 and no shares of Class A common stock subject to possible redemption, respectively.

Common Stock —

On January 30, 2020, the Company amended its Certificate of Incorporation such that the Company

is authorized to issue 10,000,000 shares of 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 and 2019, there were 5,750,000 and no shares of common stock

issued and outstanding, respectively.

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

Holders of Class A common

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

as required by law.

shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business

Combination on a one-for-one basis, subject to adjustment.

In the case that additional shares of Class A common stock, or

equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related

to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of

Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common

stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A

common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted

basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public

Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with

a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business

Combination).

WARRANT LIABILITY

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

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

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 with respect to 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 any 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.

Company has agreed that as soon as practicable, but in no event later than 30 days, after the closing of a Business Combination,

it will use its best efforts to file with the SEC a registration statement for the registration under the Securities Act of the

shares of Class A common stock issuable upon exercise of the warrants and thereafter will use its reasonable best efforts

to cause the same to become effective within 60 business days following the Business Combination and to maintain a current prospectus

relating to the Class A common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance

with the provisions of the warrant agreement.

If a registration statement covering the shares of Class A common stock issuable

upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders

may, until such time as there is an effective registration statement and during any period when the Company will have failed to

maintain an effective registration statement, exercise warrants on a “cashless basis”

in accordance with Section 3(a)(9) of

the Securities Act or another exemption.

If that exemption, or another exemption, is not available, holders will not be able to

exercise their warrants on a cashless basis.

the warrants become exercisable, the Company may redeem the Public Warrants:

whole and not in part;

a price of $0.01 per warrant;

not less than 30 days’

prior written notice of redemption to each warrant holder;

and only if, the reported last reported sale price of the Company’s Class A common stock equals or exceeds $18.00

per share for any 20 trading days within a 30-trading day period ending the third trading day prior to the date on which the

Company sends the notice of redemption to each warrant holder.

the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish

to exercise the Public Warrants to do so on a “cashless basis,”

as described in the warrant agreement.

price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances

including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation.

However, except as described

below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price.

Additionally,

in no event will the Company be required to net cash settle the warrants.

If the Company is unable to complete a Business Combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive

any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held

outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire worthless.

addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in

connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per

share of 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 initial stockholders or their affiliates, without taking into account

any Founder’s Shares or private placement securities held by them, as applicable, prior to such issuance) (the “Newly

Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly

Issued Price.

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 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

so long as they are held by the initial purchasers of the Private Placement Units or their permitted transferees.

If the Private

Placement Warrants are held by someone other than the initial purchasers of the Private Placement Units 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

Company’s net deferred tax assets (liability) at December 31, 2020 and 2019 are as follows:

Nomura may decide not to proceed with the purchase for any reason, including, without limitation, if it has determined that such purchase would constitute a conflict

Nomura will also be restricted from making purchases if they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

Nomura has also indicated its intent, if so requested by the Company, to use its commercially reasonable efforts to underwrite, arrange and/or

syndicate up to $ 400 million of additional financing for the Company in the form of equity or debt (or a combination thereof) in

connection with a Business Combination, subject to market conditions and on terms and conditions satisfactory in all respects to Nomura in its sole judgment and determination.

Advisory Agreement

Nomura and the Company have entered into an advisory agreement for the proposed business combination with MSP Recovery.

This advisory agreement

is for Nomura’s role as a financial and capital markets advisor to the Company for the proposed business combination.

Nomura is entitled a transaction fee amounting to $ 20 million that is payable at the closing of the proposed business combination.

This fee is contingent upon the successful closing of the proposed business combination;

as such, no amounts have been recorded within the Company’s consolidated financial statements as of December 31, 2021.

Right of First Refusal

The Company has agreed that, if Nomura offers to purchase any securities under the forward purchase agreement, it will have a “right of first

refusal” to act as a bookrunner on any capital markets transaction issued in order to complete a Business Combination.

In addition, so long as the investor owns 5 % or more of the outstanding common stock of the post-business combination company on a fully-diluted basis, the Sponsor has agreed to use its best efforts and influence on the successor company to offer the

investor a bookrunner role on any capital markets transaction.

Any such bookrunner role will be pursuant to a separate agreement containing terms and conditions customary for the investor and mutually agreed upon by the Company or its successor

company, as applicable.

Notwithstanding the foregoing, the right of first refusal will not have a duration of more than three years

from the date of commencement of sales of the Initial Public Offering.

STOCKHOLDERS’ DEFICIT

Preferred Stock — On January 30, 2020, the Company amended Certificate of Incorporation such that the Company is authorized to issue 1,000,000

shares of preferred stock with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined

from time to time by the Company’s Board of Directors.

At December 31, 2021 and 2020, there were no shares of preferred stock

issued or outstanding.

Class A Common Stock — On January 30, 2020, the Company amended its Certificate of Incorporation such that the Company is authorized to issue 100,000,000

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, 2021 and 2020, there were 650,000 shares of Class A common stock issued and outstanding, excluding 23,000,000 shares

of Class A common stock subject to possible redemption which are presented as temporary equity.

Class B Common Stock — On January 30, 2020, the Company amended its Certificate of Incorporation such that the Company is authorized to issue 10,000,000

shares of 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, 2021 and 2020, there were 5,750,000 shares of common stock issued and outstanding.

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

Holders of Class A common stock and Class B

common stock will vote separately as two separate classes on all matters submitted to a vote of stockholders, except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one -for-one basis, subject to adjustment.

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or

deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be

adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon

conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total

number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination

(excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination).

Warrants — 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 or (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 with respect to 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 any 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 30 days , after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration under the Securities

Act of the shares of Class A common stock issuable upon exercise of the warrants and thereafter will use its reasonable best efforts to cause the same to become effective within 60 business days following the Business Combination and to maintain a current prospectus relating to the Class A common stock issuable upon exercise of the warrants, until

the expiration of the warrants in accordance with the provisions of the warrant agreement.

If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement

and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

If that exemption,

or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

in whole and not in part;

at a price of $ 0.01 per warrant;

upon not less than 30 days ’ prior written notice of redemption to each warrant holder;

if, and only if, the reported last reported sale price of the Company’s Class A common stock equals or exceeds $ 18.00 per

share for any 20 trading days within a 30 -trading day period ending the third trading day prior to the date on which the Company sends the notice of redemption to each warrant holder.

If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise

the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including

in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation.

However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the warrants.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account,

holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the

warrants may expire worthless.

In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with

the closing of an initial Business Combination at an issue price or effective issue price of less than $ 9.20 per share of 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 initial stockholders or their affiliates, without taking into account any

Founder’s Shares or private placement securities held by them, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of 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 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 so long as they are held by the initial purchasers of the Private Placement Units or their permitted transferees.

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

the Private Placement Units 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 tax assets (liability) at December 31, 2021 and 2020 are as follows:

Deferred tax assets (liability)

Net operating loss carryforward

Unrealized loss on securities

Start-up Costs

Total deferred tax assets

1 unchanged sentence

Deferred tax assets (liability)

income tax provision for the year ended December 31, 2020 and for the period from December 23, 2019 (inception) through December

31, 2019 consists of the following:

The income tax provision for the years ended December 31, 2021 and 2020 consists of the following:

Deferred (current and non-current deferred)

State and Local

1 unchanged sentence

Income tax provision

of December 31, 2020 and 2019, the Company had $1,461,863 and $1,000 of U.S.

federal and state net operating loss carryovers available

to offset future taxable income, respectively.

In assessing the realization of the deferred tax assets, management

considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized.

The ultimate realization

of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing

net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future

taxable income and tax planning strategies in making this assessment.

After consideration of all of the information

available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has

therefore established a full valuation allowance.

For the year ended December 31, 2020, the change in the valuation allowance was $306,781.

For the period from December 23, 2019 (inception) through December 31, 2019, the change in the valuation allowance was $210.

reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 and 2019 is as follows:

As of December 31, 2021 and 2020, the Company had $ 251,953 and $ 67,091 of U.S.

federal and state net operating loss carryovers available to

offset future taxable income, respectively.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the

deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts

become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

After consideration of all

of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

For the years ended December 31,

2021 and 2020, the change in the valuation allowance was $ 549,553 and $ 306,781 , respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows:

December 31, 2021

December 31, 2020

Statutory federal income tax rate

State taxes, net of federal tax benefit

Transaction costs allocable to warrant liabilities

Business combination expenses

Change in fair value of warrant liability

1 unchanged sentence

Income tax provision

The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to the change in FV of warrants,

business combination expenses, and the recording of full valuation allowances on deferred tax assets.

The Company's effective tax rates for the year ended December 31, 2020 was revised to correct the effect of transaction costs attributable

to warrant liabilities previously reported as Change in fair value of warrant liability.

The Change in fair value of warrant liability and the transaction costs attributable to warrants liabilities previously reported were respectively ( 6.1 %) and 0 %.

The Company files income tax returns in the U.S.

federal jurisdiction

and is subject to examination by the various taxing authorities.

The Company’s tax returns since inception remain open to examination

by the taxing authorities.

federal jurisdiction and Florida which remain open and subject to examination by the

various taxing authorities.

The Company’s tax returns since inception remain open to examination by the taxing authorities.

FAIR VALUE MEASUREMENTS

Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value

at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company

would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an

orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets

and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and

to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable

inputs used in order to value the assets and liabilities:

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which

transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or

liabilities and quoted prices for identical assets or liabilities in markets that are not active.

inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

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

basis at December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to

determine such fair value:

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each

reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received

in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and

liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and

liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with

sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or

liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2021 and 2020, there were 11,500,000

Public Warrants and 325,000 Private Placement Warrants outstanding.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021

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

Marketable securities held in Trust Account

$ 230,011,254

Warrant Liability –

Public Warrants

Warrant Liability –

Private Placement Warrants

were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet.

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 warrant liabilities in the statement of operations.

Public and Private Warrants were initially valued using a binomial Monte Carlo simulation Model, which is considered to be a Level 3

fair value measurement.

The Monte Carlo model’s primary unobservable input utilized in determining the fair value of the Private

Warrants is the expected volatility of the common stock.

The expected volatility as of the IPO date was derived from observable public

warrant pricing on comparable ‘blank-check’

companies without an identified target.

The expected volatility as of subsequent

valuation dates was implied from the Company’s own public warrant pricing.

For periods subsequent to the detachment of the warrants

from the Units, the close price of the public warrant price was used as the fair value as of each relevant date.

The key inputs into the Monte Carlo simulation

model for the Private Placement Warrants and Public Warrants were as follows at initial measurement, September 30, 2020 and December 31,

September 30, 2020

Warrant Liability – Public Warrants

Warrant Liability – Private Warrants

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our consolidated

balance sheets.

The 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 warrant liabilities in the statements of operations.

The Private Warrants were valued using Monte Carlo Model, which is considered to be a Level 3 fair value measurement.

The Monte Carlo model’s

primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock.

The expected volatility as of the IPO Closing date was derived from observable public warrant pricing on

comparable ‘blank-check’ companies without an identified target.

The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing.

The Public warrants were valued using the close price of the

public warrant price was used as the fair value as of each relevant date.

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at December 31, 2021 and 2020:

December 31, 2021

December 31, 2020

Risk-free interest rate

2 unchanged sentences

Exercise price

The following

table presents the changes in the fair value of warrant liabilities:

value as of December 23, 2019 (inception)

measurement on August 18, 2020 and over-allotment on August 20, 2020

in valuation inputs or other assumptions

value as of December 31, 2020

For the period ending December 31, 2020, a total

of $13,255,000 was transferred out of Level 3 to Level 1.

The following table presents the changes in the fair value of warrant liabilities:

Warrant liabilities

Initial measurement on August 18, 2020 and over-allotment on August 20, 2020

Change in fair value

December 31, 2020

Change in fair value

Fair value as of December 31, 2021

SUBSEQUENT EVENTS

The Company evaluated

subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were

Based upon this review, other than described below and in Note 2, the Company did not identify any subsequent events that would have

required adjustment or disclosure in the financial statements.

On February 21, 2021, the

Sponsor committed up to $750,000 in loans to the Company for continuing operations to consummate a business combination.

The loans are

non-interest bearing, unsecured, and to be repaid upon the consummation of a business combination.

In the event that a business combination

does not occur, then all loaned amounts under this commitment will be forgiven except to the extent that the Company has funds available

to it outside the trust account.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated

financial statements were issued.

Based upon this review, except for below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

On January 27, 2022, the Company held a special meeting of the Company’s stockholders (the “Extension Meeting”).

At the Extension Meeting, the

Company’s stockholders approved to extend the date by which the Company must consummate its initial business combination from February 18, 2022 to August 18, 2022.

As part of the meeting, Stockholders holding 10,946,369 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the

Company’s trust account, amounting to approximately $ 109,469,789 removed from the Company’s trust account to pay such stockholders.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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