What changed in this filing

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Item 9A. Controls and Procedures

2022-04-07 compared with 2021-12-07 · 739 added, 758 removed, 112 unchanged (93% of the section changed)

and Procedures

of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed

with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed,

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

Disclosure controls are also designed with

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

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

As required by Rules 13a-15 and 15d-15

under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the

design and operation of our disclosure controls and procedures as of December 31, 2020.

Based upon their evaluation, our Chief Executive

Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act) were not effective, due to the material weakness in our internal control over financial reporting related to the

Company’s accounting for complex financial instruments.

As a result, we performed additional analysis as deemed necessary to ensure

that our financial statements were prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, management

believes that the financial statements included in this Form 10-Q present fairly in all material respects our financial position, results

of operations and cash flows for the period presented.

Management has implemented remediation

steps to improve our internal control over financial reporting.

Specifically, we expanded and improved our review process for complex

securities and related accounting standards.

We plan to further improve this process by enhancing access to accounting literature, identification

of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with

the requisite experience and training to supplement existing accounting professionals.

Management’s

Report on Internal Controls Over Financial Reporting

This Amendment does not include a report of management’s

assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting

firm due to a transition period established by rules of the SEC for newly public companies.

in Internal Control over Financial Reporting

Other than as noted below, during the most recently completed fiscal

quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely

to materially affect, our internal control over financial reporting, as the circumstances that led to the restatement of our financial

statements described in this Amendment had not yet been identified.

Management has implemented remediation steps to address the material

weaknesses and to improve our internal control over financial reporting.

Specifically, we expanded and improved our review process for

complex securities and related accounting standards.

We plan to further improve this process by enhancing access to accounting literature,

identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional

staff with the requisite experience and training to supplement existing accounting professionals.

Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or

submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to

ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely

decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the

effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and

procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due solely to the material weaknesses in our internal control over financial reporting.

Management has identified material weaknesses in internal controls related to the accounting for

complex financial instruments and review of related party transactions.

While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing

the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications, including the identification

and disclosure of related party transactions.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining

adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial

statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are

being made only in accordance with authorizations of our management and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures

may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2021.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of

the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31,

Management has implemented remediation steps to improve our internal control over financial reporting.

Specifically, we expanded and improved our review process

for complex securities , identification of related party transactions, and related accounting standards.

We plan to further improve this process by enhancing access to

accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing

accounting professionals.

We performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.

generally accepted accounting

Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the period

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

Directors, Executive Officers and Corporate Governance

current directors and executive officers are as follows:

Our current directors and executive officers are as follows:

Ophir Sternberg

Chief Executive Officer, President and Chairman

Trevor Barran

Chief Operating Officer and Director

Paul Rapisarda

Chief Financial Officer and Secretary

Steven Berrard

Chief Financial Officer

Faquiry Diaz Cala

Chief Operating Officer

James Anderson

Thomas Hawkins

Roger Meltzer

Ophir Sternberg .

our Chairman, President and Chief Executive Officer since inception, has over 28 years of experience acquiring, developing, repositioning

and investing in all segments of the real estate industry, including office, industrial, retail, hospitality, ultra-luxury residential

condominiums and land acquisitions.

Sternberg is the Founder and Chief Executive Officer of Miami-based Lionheart Capital LLC,

founded in 2010.

Sternberg began his

career assembling, acquiring and developing properties in emerging neighborhoods in New York City, which established his reputation for

identifying assets with unrealized potential and combining innovative partnerships with efficient financing structures to realize above

average returns.

Sternberg came to the United States in 1993 after completing three years of military service within an elite

combat unit for the Israeli Defense Forces.

Sternberg’s

leadership, Lionheart Capital executed numerous prominent real estate transactions and repositions, including The Ritz-Carlton Residences

in Miami Beach, which resulted in a total sell-out value in excess of $550 million, as well as purchase of the development’s site,

the former Miami Heart Institute.

Ophir Sternberg has been the Chairman, President and Chief Executive Officer of the Company since inception, has over 28 years of experience acquiring, developing, repositioning and investing in all segments of the real estate

industry, including office, industrial, retail, hospitality, ultra-luxury residential condominiums and land acquisitions.

Sternberg is the Founder and Chief Executive Officer of Miami-based Lionheart Capital, founded in 2010.

Sternberg began his career assembling, acquiring and developing properties in emerging neighborhoods in New York City, which established his reputation for identifying assets with unrealized potential and combining innovative partnerships

with efficient financing structures to realize above average returns.

Sternberg came to the United States in 1993 after completing three years of military service within an elite combat unit for the Israeli Defense Forces.

Sternberg’s leadership, Lionheart Capital executed numerous prominent real estate transactions and repositions, including The Ritz-Carlton Residences in Miami Beach, which resulted in a total sell-out value in excess of $550 million, as well

as purchase of the development’s site, the former Miami Heart Institute.

Additionally, Mr.

Sternberg led the $120 million sale of The Seagull Hotel, making it the highest grossing

hotel sale of 2020 in Miami Beach.

Sternberg and Lionheart Capital are currently in development on a number of other projects,

including retail properties in Miami’s fashion and culture epicenter, The Design District.

In addition to The Ritz-Carlton Residences,

Miami Beach, Lionheart Capital also developed The Ritz-Carlton Residences Singer Island, Palm Beach, cementing a reputation for developing

high-end luxury branded properties.

founded Out of the Box Ventures, LLC, a Lionheart Capital subsidiary, to acquire and reposition distressed retail properties throughout

the United States.

With over 30 properties in 17 states, Out of the Box Ventures currently controls over 6 million square feet of big

box stores, shopping centers and enclosed regional mall properties with plans to improve and expand upon these acquisitions.

Sternberg led the $120 million sale of The Seagull Hotel, making it the highest grossing hotel sale of 2020 in Miami Beach.

Sternberg and Lionheart

Capital are dedicated to working with best-in-class operators and partners such as Marriot International.

Lionheart Capital has been able

to execute numerous, marquee transactions due largely in part to Mr.

Sternberg’s extensive industry relationships particularly

with key institutional investors.

Capital are currently in development on a number of other projects, including retail properties in Miami’s fashion and culture epicenter, The Design District.

In addition to The Ritz-Carlton Residences, Miami Beach, Lionheart Capital also

developed The Ritz-Carlton Residences Singer Island, Palm Beach, cementing a reputation for developing high-end luxury branded properties.

Sternberg founded Out of the Box Ventures, LLC, a Lionheart Capital subsidiary, to acquire

and reposition distressed retail properties throughout the United States.

With 19 properties in 14 states, Out of the Box Ventures currently controls over 5 million square feet of big box stores, shopping centers and enclosed regional mall

properties with plans to improve and expand upon these acquisitions.

Sternberg and Lionheart Capital are dedicated to working with best-in-class operators and partners such as Marriot International.

Lionheart Capital has been able to

execute numerous, marquee transactions due largely in part to Mr.

Sternberg’s extensive industry relationships particularly with key institutional investors.

In March 2020, Mr.

became Chairman of Nasdaq-listed OPES, a SPAC, which on June 30, 2020, announced a definitive agreement to merge with BurgerFi International

The OPES-BurgerFi merger closed on December 16, 2020 to form BurgerFi International Inc., or BurgerFi, a fast-causal “better

burger”

concept that consists of approximately 125 restaurants nationally and internationally.

Sternberg is the Chairman

of the post-combination Nasdaq-listed company, BurgerFi (NASDAQ:

Sternberg became Chairman of Nasdaq-listed OPES, which on June

30, 2020, announced a definitive agreement to merge with BurgerFi International LLC.

The OPES-BurgerFi merger closed on December 16, 2020 to form BurgerFi, a fast-causal “better burger” concept that consists of approximately 120 restaurants

nationally and internationally.

Sternberg is the Chairman of the post-combination Nasdaq-listed company, BurgerFi (NASDAQ:

The OPES team, led by Mr.

Sternberg, evaluated over 50 potential

targets and negotiated business combination terms with multiple candidates in a span of a few months and acquired BurgerFi at what it

believed was an attractive multiple relative to its peers.

Sternberg is also

the Chairman, President and Chief Executive Officer of Lionheart III Corp and Lionheart IV, each a SPAC that may seek to acquire a broad

range of businesses upon the completion of their respective public offerings.

Sternberg is qualified to serve as a director due to

his extensive experience in acquiring, developing, repositioning and investing in all segments of the real estate industry.

Barran , our Chief Operating Officer and director, has also served as Chief Operating Officer at Out of the Box Ventures,

a subsidiary of Lionheart Capital, since its inception in 2017.

Barran brings over 20 years of experience developing and executing

investment and operational strategies across the financial services, healthcare, technology, and real estate industries, including

the last ten years acquiring and developing real estate properties.

From 2013 until 2019, Mr.

Barran served as Chief Executive

Officer of Lionheart Nica S.A., Real Estate.

Barran began his career in 1998 at the Mitchell Madison Group, Inc., a management

consulting firm focused on improving financial and operational performance for large companies through strategic sourcing, performance

improvement and big data, which was subsequently sold to USWeb/CKS Corp.

for approximately $300 million in 1999 and eventually

grew to over 8,500 employees with annual revenues exceeding $1 billion.

Subsequently, in 1999, Mr.

Barran joined ScreamingMedia

(NASDAQ:SCRM), later known as Pinnacor, a global technology platform focused on the aggregation and distribution of digital content

over the Internet.

Barran helped prepare ScreamingMedia for its $60 million initial public offering in 2000.

ScreamingMedia,

which underwent a series of acquisitions, is now a part of the Walt Disney Company (NYSE:DIS).

Other career milestones for Mr.

Barran include founding and operating SACSA, s.a.

(2016-2019), a resort construction company where he served as managing partner;

founding and operating BioIntegral Surgical (2008-2010), a cardiovascular medical devices company where he served as Chief Executive

and co-founding a systematic global macro high-frequency trading fund, EagleStone Advisors (2010-2011).

At EagleStone,

Barran was instrumental in putting forward a day trading exchanged-traded fund (ETF) strategy.

Additionally, in 2003, Mr.

Barran participated in post-graduate work in computer science and artificial intelligence with Professor David Ackley in a joint

program between the University of New Mexico and Santa Fe Research Institute.

Barran earned a degree in Aerospace Engineering

from Princeton University in 1998.

Sternberg, evaluated over 50 potential targets and negotiated business combination

terms with multiple candidates in a span of a few months and acquired BurgerFi at what it believed was an attractive multiple relative to its peers.

Sternberg is also the Chairman, President and Chief Executive Officer of Lionheart III

Corp and Lionheart IV Corp, SPACs that will seek to acquire a broad range of businesses.

Sternberg is qualified to serve as a director due to his extensive experience in acquiring, developing, repositioning and investing in all segments

of the real estate industry.

Paul Rapisarda .

our Chief Financial Officer and Secretary, also serves as Chief Financial Officer at Lionheart Capital and Out of the Box Ventures, a

position he has held since 2019.

Rapisarda is an experienced public company C-suite executive and investment banking professional

with more than 25 years working in and for a variety of public and private companies.

Prior to joining Lionheart Capital in June 2019

he served as Chief Financial Officer at Etrion Corp.

(TSX:ETX), a dual-listed (Canada/Sweden) solar energy development company from October

2015 to December 2017.

is part of The Lundin Group, a portfolio of 13 public companies in the energy and mining sectors with

a combined market capitalization in excess of $16 billion, started or sponsored by the Lundin family.

Rapisarda was responsible for

managing all finance functions, including financial reporting, treasury & cash management, corporate finance, regulatory/SEC compliance

matters and investor relations.

Paul Rapisarda currently serves as our Chief Financial Officer, has also served as Chief Financial Officer at Lionheart Capital and Out of the Box Ventures since 2019.

In addition, he has served as Chief Financial Officer of

Lionheart III and Lionheart IV since March 2021.

Rapisarda is an experienced public company C-suite executive and investment banking professional with more than 25 years working in and for a variety of public and private companies.

to joining Lionheart Capital in June 2019, he served as Chief Financial Officer at Etrion Corp.

(TSX:ETX), a dual-listed (Canada/Sweden) solar energy development company from October 2015 to December 2017.

is part of The Lundin

Group, a portfolio of 13 public companies in the energy and mining sectors with a combined market capitalization in excess of $16 billion, started or sponsored by the Lundin family.

Rapisarda was responsible for managing all finance

functions, including financial reporting, treasury & cash management, corporate finance, regulatory/SEC compliance matters and investor relations.

In addition, Mr.

Rapisarda established Garrison Capital Advisors LLC, a financial advisory and consulting

services company in 2014.

From 2008 to 2014, he worked for another dual-listed company (Canada/United States), Atlantic Power Corporation

(NYSE:AT), most recently serving as Executive Vice President-Commercial Development.

The company was a portfolio company controlled by

Arclight Capital Partners, a private equity firm with $10.4 billion of assets under management and a focus on the energy sector.

a key member of the executive team that successfully engineered the $1.8 billion merger with Capital Power Income L.P.

and had primary

responsibility for the investment of over $1.2 billion in capital from 2008-2012.

Rapisarda established Garrison Capital Advisors LLC, a financial advisory

and consulting services company in 2014.

From 2008 to 2014, he worked for another dual-listed company (Canada/United States), Atlantic Power Corporation (NYSE:AT), most recently serving as Executive Vice President-Commercial Development.

company was a portfolio company controlled by Arclight Capital Partners, a private equity firm with $10.4 billion of assets under management and a focus on the energy sector.

He was a key member of the executive team that successfully

engineered the $1.8 billion merger with Capital Power Income L.P.

and had primary responsibility for the investment of over $1.2 billion in capital from 2008-2012.

Prior to Atlantic Power, Mr.

Rapisarda worked for over

20 years in investment banking and private equity for several firms, including Compass Advisers LLP, Schroders, Merrill Lynch and BT Securities.

He has also acted as a board member at several emerging growth companies, primarily in the energy, technology and infrastructure sectors.

Rapisarda worked for over 20 years in investment

banking and private equity for several firms, including Compass Advisers LLP, Schroders, Merrill Lynch and BT Securities.

He has also acted as a board member at several emerging growth companies, primarily in the energy, technology and

infrastructure sectors.

Rapisarda has a B.A.

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from the Harvard Business School.

Rapisarda currently serves as the Chief

Financial Officer at, and is expected to serve as a director of, Lionheart III Corp and Lionheart IV Corp, both special purpose acquisition

companies, upon the completion of their respective public offerings.

Berrard , our director, is a co-founder of e-commerce company RumbleOn Inc.

has served as its Chief Financial Officer since 2017 and has been a member of its Board of Directors since 2016.

Berrard is the

Managing Partner of New River Capital Partners, a private equity fund he co-founded in 1997.

Berrard was the co-founder and

Co-Chief Executive Officer of AutoNation from 1996 to 1999.

Prior to joining AutoNation, Mr.

Berrard served as President and Chief

Executive Officer of the Blockbuster Entertainment Group, the world’s largest video store operator at the time.

served as Chairman of Board of Jamba, Inc.

from 2005 to 2007 and as its Chief Executive Officer from 2005 to 2006.

served as President of Huizenga Holdings, Inc., a real estate management and development company, and served in various positions

with subsidiaries of Huizenga Holdings, Inc.

from 1981 to 1987.

Berrard currently serves on the Board of Directors of Pivotal

Fitness, Inc., a chain of fitness centers operating in Charleston, SC, a position he has held since 2014.

He has previously served

on the Boards of Directors of Swisher Hygiene Inc., from 2004 to 2014, Walter Investment Management Corp., from 2010 to 2017, Jamba,

Inc., from 2005 to 2009, Viacom, Inc., from 1987 to 1996, Birmingham Steel, from 1999 to 2002, HealthSouth, from 2004 to 2006 and

Boca Resorts, Inc., from 1996 to 2004.

Berrard earned his B.S.

in Accounting from Florida Atlantic University.

joined the board of directors of BurgerFi in December 2020, and is also expected to serve as a director of Lionheart III Corp

and Lionheart IV Corp, both special purpose acquisition companies, upon the completion of their respective public offerings.

Kapadia , our director, has been the Managing Partner of Akaris Global Partners, an investment firm based in New York City,

since September 2018.

He brings 16 years of experience in public markets investing across capital structure, geographies, and

Prior to founding Akaris Global, from 2007 to 2018, Mr.

Kapadia served as Partner and Managing Director at Fir Tree

Partners, an investment firm formed in 1994 to apply the best practices of a private equity approach to opportunistic value investing.

From 2016 until his departure in 2018, Mr.

Kapadia was one of three individuals managing the firm with co-portfolio manager responsibilities.

Previously, Mr.

Kapadia was an analyst at Rockbay Capital Management, Severn River Capital Management, Sagamore Hill and McKinsey

Kapadia received a J.D./M.B.A.

from Harvard Law School and Harvard Business School, and an A.B.

in Public and International

Affairs, magna cum laude, from Princeton University, where he was inducted into Phi Beta Kappa.

Meltzer , our director, is a distinguished global leader, having produced substantial innovations for global firms, including

one of the largest and most well-known firms in the world while demonstrating agility, compassion, and consistency, who has

successfully navigated firms and local offices through challenges such as major worldwide financial headwinds, transnational

cyberattacks and global pandemics, who has clearly established moral and business imperatives and has pioneered industry precedents

for institutionalized equality, diversity and inclusivity and nurtured a global iconic pro bono effort, and who is known for leading

and nurturing entrepreneurial, high performing, and team centric cultures.

Meltzer has practiced law at DLA Piper LLP since 2007

and has held various roles:

Global Co-Chairman, from 2015—2021, and currently as Chairman Emeritus;

Americas Co-Chairman,

Faquiry Diaz Cala .

Faquiry Diaz Cala currently serves as our Chief Operating Officer, also serves as the Chief Operating Officer for Lionheart Capital and its affiliated entities.

In this role, he leads the Mergers & Acquisitions and

Corporate Strategy divisions.

An investor and operator, over the past 25 years, Mr.

Diaz Cala has held positions as an executive, board member, and observer at various public and private corporations in the US and internationally.

Cala also serves as Chief of Mergers and Acquisitions and Corporate Strategy at BurgerFi International, Inc., where Ophir Sternberg serves as Executive Chairman.

He has also served on the boards of several non-profit organizations and

educational institutions.

Diaz Cala also serves as the Chief Operating Officer of Lionheart III and Lionheart IV.

He is a graduate of the Wharton School at the University of Pennsylvania and resides in Miami, Florida.

James Anderson .

James Anderson has served as a member of the LCAP Board since 2021 and has over 40 years of entrepreneurial business experience with a major focus in real estate and business development including internationally.

He has either

been a sole founder or founding partner in several commercial ventures.

He has been an owner/broker of JA Real Estate Partners, LLC (New York, NY) since 2001.

He co-founded Iowa State Commercial Investment Company, LLC in 2017;

Senior Advisor to F&T Group from 2008-2014 in connection with the Nanjing World Trade Center mixed-use development project;

in 1998 he founded and was the initial president of Fultonex International Realty (New York.

NY), which is owned

by F&T Group;

and he was a regional manager/vice president of DeWolfe Companies, Inc.

from 1989-1996.

Anderson resided in China for nearly 10 years (2008-2017) where he was involved in numerous business/real estate development

Anderson also serves on the board of directors of Lionheart III and Lionheart IV.

He holds a BBA degree from the University of Iowa.

Anderson is qualified to serve as a director due to his extensive global experience in real

estate and business development.

Thomas Byrne .

Thomas Byrne has served as a member of the LCAP Board since 2021 and has over 30 years of experience managing and investing in both public and private growth companies and is the co-founder and Chief Strategy Officer of Kaptyn

Holding Corp., an electric vehicle rideshare company since November 2018.

He is also a general partner of New River Capital Partners, LP, a private equity fund which he co-founded in 1997.

From 2015 to 2016 he served as the President of

Pivotal Fitness.

From 2004 to 2014, he was an executive of Swisher Hygiene, most recently as its CEO.

Byrne co-founded Service Acquisition Corp.

International, a SPAC that later merged into Jamba Juice, where he served on the

company’s board and Audit Committee until 2010.

From 1988 to 1996, Mr.

Byrne was an executive at Blockbuster Entertainment Group, a division of Viacom, where he last served as its Vice-Chairman and President of the Viacom Retail Group.

1984 to 1988, Mr.

Byrne served as a CPA with KPMG.

He has also served on the boards of Jamba Juice, LDN CBD, Reel.com, Avaltus, ITC Learning, The Transformational Travel Council and Friends of Birch State Park.

Byrne also serves on the

board of directors of Lionheart III and Lionheart IV.

Byrne is qualified to serve as a director due to his broad leadership experience in the public and private sector.

Thomas Hawkins .

Thomas Hawkins has served as a member of the LCAP Board since 2021.

He has completed hundreds of transactions including acquisitions of publicly traded and private companies, financings, divestitures, complex joint ventures and

partnerships resulting in significant positive financial impact for investors.

With experience in multiple industry verticals, Mr.

Hawkins has served on boards, board committees and as board secretary in public and private corporations,

advising boards on sophisticated transactions, risk and crisis management in highly regulated industries and developing corporate governance infrastructure.

Hawkins helped develop the legal division of Blockbuster, beginning his tenure

there when there were only 23 stores, and was promoted to General Counsel early in his tenure.

As General Counsel, he led the $8.5 billion sale to Viacom in 1994, with 5500 stores in 14 countries, and other film, production and distribution

businesses, and the related tender for Paramount Communications.

Hawkins also helped build the Corporate Development department at AutoNation that delivered over 300 transactions, $5 billion in acquisitions, and grew into the largest

publicly traded automotive retailer.

Acquisitions formed AutoNation’s dealer network and subsequent spin off companies including ANC Rental Corp., owner of National Car Rental and Alamo Car Rental, and Republic Services, a solid waste

Hawkins also drove strategic alignment as member of the executive leadership team for Mednax Health, a high growth, high margin healthcare company which experienced a 500% + market cap increase and 300% increase in revenue over 9

years, and Mr.

Hawkins also initiated the Government Relations function for this highly regulated business and partnered in the launch of new service lines to fuel additional growth.

Hawkins served on the board of directors of a

newly established private equity management company providing oversight for businesses engaged in the automotive retail, healthcare, technology enabled services and waste management industries.

Hawkins currently serves on the board of

directors of the Alumni Association of the University of Michigan and Jumptuit Inc., a data analytics technology company.

Hawkins also serves on the board of directors of Lionheart III and Lionheart IV.

Hawkins received his Juris

Doctor from Northwestern University in 1986 and his A.B.

in Political Science from the University of Michigan in 1983.

Hawkins is qualified to serve as a director due to his previous board and committee service across multiple industries.

Roger Meltzer, Esq .

Roger Meltzer has served as a member of the LCAP Board since 2021.

Meltzer has practiced law at DLA Piper LLP since 2007 and has held various roles:

Global Co-Chairman, since 2015, and currently as Chairman Emeritus;

Americas Co-Chairman, since 2013;

Member, Office of the Chair, since 2011;

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Executive Committee, since 2007;

and Global Co-Chairman, Corporate Finance Practice, 2007 through 2015.

joining DLA Piper LLP, Mr.

Meltzer practiced law at Cahill Gordon & Reindel LLP from 1980 through 2007 where he was a member of

the Executive Committee from 1987 through 2007, Co-Administrative Partner and Hiring Partner from 1987 through 1999, and Partner

from 1984 through 2007.

Meltzer currently serves on the Advisory Board of Harvard Law School Center on the Legal Profession (May

2015—Present);

Board of Trustees, New York University Law School (September 2011—Present);

and the Corporate Advisory

Board, John Hopkins, Carey Business School (January 2009—December2012).

and Global Co-Chairman, Corporate

Finance Practice, 2007 through 2015.

Prior to joining DLA Piper LLP, Mr.

Meltzer practiced law at Cahill Gordon & Reindel LLP from 1977 through 2007 where he was a member of the Executive Committee from 1987 through 2007,

Co-Administrative Partner and Hiring Partner from 1987 through 1999, and Partner from 1984 through 2007.

Meltzer currently serves on the Advisory Board of Harvard Law School Center on the Legal Profession (May 2015—Present);

Trustees, New York University Law School (September 2011—Present);

and the Corporate Advisory Board, John Hopkins, Carey Business School (January 2009—December 2012).

He has previously served on the board of directors of:

The Legal Aid Society (November 2013 to January 2020), Hain Celestial Group, Inc.

(December 2000 to February 2020) and The Coinmach

Service Corporation (December 2009 to June 2013).

Meltzer has also received several awards and honors and has been actively

involved in philanthropic activity throughout his career.

Meltzer received Juris Doctor degree in law from New York University

School of Law and an A.B.

The Legal Aid

Society (November 2013 to January 2020), Hain Celestial Group, Inc.

(December 2000 to February 2020) and The Coinmach Service Corporation (December 2009 to June 2013).

Meltzer has also received several awards and honors and has been

actively involved in philanthropic activity throughout his career.

Meltzer received Juris Doctor degree in law from New York University School of Law and an A.B.

from Harvard College.

In December 2021, Mr.

Meltzer joined the board of

directors of certain subsidiaries of Nordic Aviation Capital, an international aircraft leasing company that filed for chapter 11 bankruptcy earlier in December of 2021.

In February 2021, Mr.

Meltzer joined the board of directors and the audit committee

of Haymaker Acquisition Corp.

HYAC), a special purpose acquisition corporation, and Ubicquia LLC, a privately-held

smart lighting solutions provider.

Meltzer is also expected to serve as a director nominee of Lionheart III Corp and Lionheart

IV Corp, both special purpose acquisition companies, upon the completion of their respective public offerings.

and Terms of Office of Officers and Directors

We have five members of our

Members of our Board are elected in each year, but we may not hold an annual meeting of stockholders until after we consummate

our Business Combination.

Our officers are appointed by our Board and serve at the discretion of our Board, rather than for specific terms

Our Board is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide

that our officers may consist of a Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents,

Secretary, Treasurer and such other offices as may be determined by our Board.

Nasdaq listing standards require

that a majority of our Board be independent.

An “independent director”

is defined generally as a person other than an officer

or employee of a company or its subsidiaries or any other individual having a relationship which in the opinion of our Board, would interfere

with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Our Board has determined

that Steven Berrard, Aman Kapadia and Roger Meltzer are “independent directors”

as defined in the Nasdaq listing standards

and applicable SEC rules.

Our independent directors will have regularly scheduled “executive sessions”

at which only independent

directors are present.

and Director Compensation

of our officers or directors has received any cash compensation for services rendered to us.

We have agreed to pay our Sponsor a total

of $15,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of our Business Combination

or our liquidation, we will cease paying these monthly fees.

In addition, we may pay our Sponsor or any of our existing officers or directors,

or any entity with which they are affiliated, a finder’s fee, consulting fee or other compensation in connection with identifying,

investigating and completing our Business Combination.

These individuals will also be reimbursed for any out of pocket expenses incurred

in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable

business Combinations.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors

or our or their affiliates and will determine which fees and expenses and the amount of expenses that will be reimbursed.

the completion of our Business Combination, directors or members of our management team who remain with us may be paid consulting or

Meltzer joined the board of directors and the

audit committee of Haymaker Acquisition Corp.

HYAC) (“HYAC”), a special purpose acquisition corporation, and Ubicquia LLC, a privately-held smart lighting solutions provider.

Meltzer also serves on the board of directors of

Lionheart III and Lionheart IV.

Meltzer is qualified to serve as a director due to his experience representing clients on high-profile, complex, and cross-border matters and his leadership qualities.

Number and Terms of Office of Officers and Directors

We have five members of our Board.

Members of our Board are elected in each year, but we may not hold an annual meeting of stockholders until

after we consummate our Business Combination.

Our officers are appointed by our Board and serve at the discretion of our Board, rather than for specific terms of office.

Our Board is authorized to appoint persons to the offices set forth in our

bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Treasurer and such other offices as may be

determined by our Board.

Director Independence

Nasdaq listing standards require that a majority of our Board be independent.

An “independent director” is defined generally as a person other

than an officer or employee of a company or its subsidiaries or any other individual having a relationship which in the opinion of our Board, would interfere with the director’s exercise of independent judgment in carrying out the

responsibilities of a director.

Our Board has determined that James Anderson, Thomas Byrne, Thomas Hawkins and Roger Meltzer are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Our independent

directors will have regularly scheduled “executive sessions” at which only independent directors are present.

Officer and Director Compensation

None of our officers or directors has received any cash compensation for services rendered to us.

We have agreed to pay our Sponsor a total of

$15,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of our Business Combination or our liquidation, we will cease paying these monthly fees.

In addition, we may pay our Sponsor or any of our

existing officers or directors, or any entity with which they are affiliated, a finder’s fee, consulting fee or other compensation in connection with identifying, investigating and completing our Business Combination.

These individuals will

also be reimbursed for any out of pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business Combinations.

Our audit committee will

review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates and will determine which fees and expenses and the amount of expenses that will be reimbursed.

After the completion of our Business Combination, directors or members of our management team who remain with us may be paid consulting or

management fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known, in the

tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed Business Combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of

It is unlikely the amount of such compensation will be known at the time of the proposed Business Combination, because the

directors of the post-combination business will be responsible for determining officer and director compensation.

Any compensation to

be paid to our officers will be determined, or recommended to our Board for determination, either by a compensation committee constituted

solely by independent directors or by a majority of the independent directors on our Board.

We do not intend to take any action to ensure that members of our management

team maintain their positions with us after the consummation of our Business Combination, although it is possible that some or all of

our officers and directors may negotiate employment or consulting arrangements to remain with us after our Business Combination.

The existence

or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation

in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation

All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a

proposed Business Combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the

time of the proposed Business Combination, because the directors of the post-combination business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined, or

recommended to our Board for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our Business

Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our Business Combination.

The existence or terms of any such employment or

consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation

of our Business Combination will be a determining factor in our decision to proceed with any potential Business Combination.

party to any agreements with our officers and directors that provide for benefits upon termination of employment.

of our Board of Directors

Board has two standing committees:

We are not party to any agreements with our officers and directors that provide for benefits upon termination of

Committees of our Board of Directors

Our Board has two standing committees:

an audit committee and a compensation committee.

Subject to phase-in rules and a limited exception,

the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely

of independent directors, and the rules of Nasdaq require that the compensation committee of a listed company be comprised solely

of independent directors.

Subject to phase-in rules and a limited exception, the

rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee of a listed company be

comprised solely of independent directors.

Audit Committee

We established an audit committee of the Board.

Steven Berrard, Aman

Kapadia and Roger Meltzer serve as members of our audit committee.

Under the Nasdaq listing standards and applicable SEC rules, we are

required to have at least three members of the audit committee, all of whom must be independent.

member of the audit committee is financially literate and our Board has determined that Steven Berrard qualifies as an “audit

committee financial expert”

as defined in applicable SEC rules.

adopted an audit committee charter, which details the principal functions of the audit committee, including:

appointment, compensation, retention, replacement, and oversight of the work of the independent

auditors and any other independent registered public accounting firm engaged by us;

pre-approving

all audit and permitted non-audit services to be provided by the independent auditors

or any other registered public accounting firm engaged by us, and establishing pre-approval

policies and procedures;

and discussing with the independent auditors all relationships the auditors have with

us in order to evaluate their continued independence;

clear hiring policies for employees or former employees of the independent auditors;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent auditors describing (i)

the independent auditor’s internal quality-control procedures and (ii) any material

issues raised by the most recent internal quality-control review, or peer review, of

the audit firm, or by any inquiry or investigation by governmental or professional authorities

within the preceding five years respecting one or more independent audits carried out

by the firm and any steps taken to deal with such issues;

and approving any related party transaction required to be disclosed pursuant to Item

404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

with management, the independent auditors, and our legal advisors, as appropriate, any

legal, regulatory or compliance matters, including any correspondence with regulators

or government agencies and any employee complaints or published reports that raise material

issues regarding our financial statements or accounting policies and any significant

changes in accounting standards or rules promulgated by the Financial Accounting Standards

Board, the SEC or other regulatory authorities.

James Anderson, Thomas Byrne, Thomas Hawkins and Roger Meltzer serve as members of our audit

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent.

Each member of the audit committee is financially literate and our Board has determined that Thomas Byrne qualifies as an “audit committee

financial expert” as defined in applicable SEC rules.

We adopted an audit committee charter, which details the principal functions of the audit committee, including:

the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

pre-approving all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing

pre-approval policies and procedures;

reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

setting clear hiring policies for employees or former employees of the independent auditors;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material

issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more

independent audits carried out by the firm and any steps taken to deal with such issues;

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such

reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators

or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the

Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

We established a compensation committee of our Board.

Steven Berrard,

Aman Kapadia and Roger Meltzer serve as members of our compensation committee.

Under the Nasdaq listing standards and applicable SEC rules,

we are required to have at least two members of the compensation committee, all of whom must be independent.

Steven Berrard, Aman Kapadia

and Roger Meltzer are independent.

adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our Chief

Executive Officer’s compensation, evaluating our Chief Executive Officer’s

performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our Chief Executive Officer based on such evaluation;

and approving on an annual basis the compensation of all of our other officers;

on an annual basis our executive compensation policies and plans;

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit

arrangements for our officers and employees;

required, producing a report on executive compensation to be included in our annual proxy

evaluating and recommending changes, if appropriate, to the remuneration for directors.

It is likely that prior to

the consummation of a Business Combination, our compensation committee will only be responsible for the review and recommendation of any

compensation arrangements to be entered into in connection with such Business Combination.

compensation committee’s charter also provides that our compensation committee may, in its sole discretion, retain or obtain

the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment,

compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant,

external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including

the factors required by Nasdaq and the SEC.

do not have a standing nominating committee.

In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of a listed company’s

James Anderson, Thomas Byrne, Thomas Hawkins and Roger Meltzer serve as members of our

compensation committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent.

We adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s

performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

reviewing and approving on an annual basis the compensation of all of our other officers;

reviewing on an annual basis our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

if required, producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

It is likely that prior to the consummation of a Business Combination, our compensation committee will only be responsible for the review and

recommendation of any compensation arrangements to be entered into in connection with such Business Combination.

Our compensation committee’s charter also provides that our compensation committee may, in its sole discretion, retain or obtain the advice of a

compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation

consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

We do not have a standing nominating committee.

In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of a listed company’s

independent directors may recommend a director nominee for selection by the board of directors.

Our Board believes that the independent

directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation

of a standing nominating committee.

As there is no standing nominating committee, we do not have a nominating committee charter

Board will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking

proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders that wish to nominate a director for election to the Board are advised to follow the procedures set forth in

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for director

In general, in identifying and evaluating nominees for director, our Board considers educational background, diversity

of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability

Our Board believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director

nominees without the formation of a standing nominating committee.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

Our Board will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed

nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders that wish to nominate a director for election to the Board are advised to follow the procedures

set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for director nominees.

general, in identifying and evaluating nominees for director, our Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability

to represent the best interests of our stockholders.

Committee Interlocks and Insider Participation

of our officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee

of any entity that has one or more officers serving on our Board.

We adopted a Code of Ethics

applicable to our directors, officers and employees, and we have filed a copy of our Code of Ethics as an exhibit to this Amendment.

You will be able to review our Code of Ethics by accessing our public filings at the SEC’s web site at www.sec.gov.

a copy of our Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers

of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Each of our officers and directors

presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which

such officer or director is or will be required to present a business combination opportunity.

Accordingly, if any of our officers or

directors becomes aware of a Business Combination opportunity which is suitable for an entity to which he or she has then-current fiduciary

or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations

to present such opportunity to such entity.

We believe, however, that the fiduciary duties or contractual obligations of our officers

or directors will not materially affect our ability to complete our Business Combination.

Our amended and restated certificate of incorporation

provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly

offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally

and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer

is permitted to refer that opportunity to us without violating another legal obligation.

Ophir Sternberg, our Chairman,

President and Chief Executive Officer, and Paul Rapisarda, our Chief Financial Officer, each hold the same positions at Lionheart III

Corp and Lionheart IV Corp, special purposes acquisition companies affiliated with our Sponsor.

Steven Berrard and Roger Meltzer, two

of our directors, are expected to serve as directors for each of Lionheart III Corp and Lionheart IV Corp upon the completion of their

respective public offerings.

should also be aware of the following other potential conflicts of interest:

of our officers or directors is required to commit his or her full time to our affairs

and, accordingly, may have conflicts of interest in allocating his or her time among

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any

entity that has one or more officers serving on our Board.

Code of Ethics

We adopted a Code of Ethics applicable to our directors, officers and employees, and we have filed a copy of our Code of Ethics as an exhibit to

this Annual Report on Form 10-K.

You will be able to review our Code of Ethics by accessing our public filings at the SEC’s web site at www.sec.gov.

In addition, a copy of our Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to

other entities pursuant to which such officer or director is or will be required to present a business combination opportunity.

These entities, including Lionheart III and Lionheart IV, may compete with us for acquisition opportunities.

these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to

which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she may honor his or her fiduciary or contractual obligations to present such opportunity to such entity first, including

Lionheart III or Lionheart IV, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us.

These conflicts may not be resolved in our favor and a potential target business may be

presented to another entity prior to its presentation to us.

The Sponsor and our directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in

connection with their initial business combinations, prior to us completing our initial business combination.

Our management team, in their capacities as directors, officers or employees of the Sponsor or its affiliates or in their other

endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by the Sponsor, or third parties, before they present such opportunities to us,

subject to his fiduciary duties under Delaware law and any other applicable fiduciary duties.

For example, Messrs.

Sternberg, Rapisarda and Diaz Cala are currently officers or directors of, each of Lionheart III and Lionheart IV and each owes

fiduciary duties to Lionheart III and Lionheart IV and Mr.

Meltzer is currently a director of HYAC, each such entity may compete with us for acquisition opportunities.

We believe, however, that (aside from Lionheart III, Lionheart IV and HYAC)

the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination.

Our Existing Charter provides that we renounce our interest in any corporate

opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually

permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

Investors should also be aware of the following other potential conflicts of interest:

None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among

various business activities.

the course of their other business activities, our officers and directors may become

aware of investment and business opportunities which may be appropriate for presentation

to us as well as the other entities with which they are affiliated.

Our management may

have conflicts of interest in determining to which entity a particular business opportunity

should be presented.

Our Sponsor, officers, directors and Nomura have agreed to waive their redemption rights with respect to any Founder Shares, private shares and any public shares held by them in connection with the consummation of our Business Combination.

Additionally, our Sponsor, officers, directors and Nomura have agreed to waive their redemption rights with respect to any Founder Shares and private shares held by them if we fail to consummate our Business Combination within 18 months after the IPO Closing Date.

If we do not complete our Business Combination within such 18-month period, the proceeds of the sale of the Private Units held in the Trust Account will be used to fund the redemption of our public shares, and the Private Warrants will expire worthless.

With certain limited exceptions, the Founder Shares will not be transferable, assignable by our Sponsor until the earlier of:

(A) six months after the completion of our Business Combination or (B) subsequent to our Business Combination, (x) if the last reported sale price of our 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 our Business Combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.

With certain limited exceptions, the private shares and the Private Warrants and the Class A Common Stock underlying such warrants, will not be transferable, assignable or saleable by the initial purchasers of the Private Units or their permitted transferees until 30 days after the completion of our Business Combination.

Since our Sponsor and officers and directors may directly or indirectly own common stock and warrants following our Public Offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our Business Combination.

Permitted transferees of the Founder Shares would be subject to the same restrictions.

Our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our Business Combination.

Our Sponsor, officers or directors may have a conflict of interest with respect to evaluating a Business Combination and financing arrangements as we may obtain loans from our Sponsor or an affiliate of our Sponsor or any of our officers or directors to finance transaction costs in connection with an intended Business Combination.

Up to $1 million of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender.

The units would be identical to the Private Units.

conflicts described above may not be resolved in our favor.

general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present

business opportunities to a corporation if:

corporation could financially undertake the opportunity;

opportunity is within the corporation’s line of business;

would not be fair to our company and its stockholders for the opportunity not to be brought

to the attention of the corporation.

Accordingly, as a result of

multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities

meeting the above-listed criteria to multiple entities.

Furthermore, our amended and restated certificate of incorporation provides that

we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered

to such person solely in his or her capacity as a director or officer of the Company and such opportunity is one we are legally and contractually

permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer

that opportunity to us without violating another legal obligation.

is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual

Entity’s Business

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us

as well as the other entities with which they are affiliated.

Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Our Sponsor, officers, directors and Nomura have agreed to waive their redemption rights with respect to any Founder Shares, private shares and any public shares held by them in

connection with the consummation of our Business Combination.

Additionally, our Sponsor, officers, directors and Nomura have agreed to waive their redemption rights with respect to any Founder Shares and private shares held by them if

we fail to consummate our Business Combination within 24 months after the IPO Closing Date.

If we do not complete our Business Combination within such 18-month period, the proceeds of the sale of the Private Units held in the Trust

Account will be used to fund the redemption of our public shares, and the Private Warrants will expire worthless.

With certain limited exceptions, the Founder Shares will not be transferable, assignable by our Sponsor until the earlier

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 our Business Combination, or (y) the date on which we complete a

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

certain limited exceptions, the private shares and the Private Warrants and the Class A Common Stock underlying such warrants, will not be transferable, assignable or saleable by the initial purchasers of the Private Units or their

permitted transferees until 30 days after the completion of our Business Combination.

Since our Sponsor and officers and directors may directly or indirectly own common stock and warrants following our Public Offering, our officers and

directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our Business Combination.

Permitted transferees of the Founder Shares would be subject to

the same restrictions.

Our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and

directors was included by a target business as a condition to any agreement with respect to our Business Combination.

The Sponsor and our officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from the

Sponsor or an affiliate of the Sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination.

Up to $1,000,000 of such loans may be convertible into units, at a

price of $10.00 per unit, or warrants, at a price of $1.00 per warrant, at the option of the lender.

The units would be identical to the Private Units and the warrants would be identical to the Private Warrants.

The approximate value of

the Sponsor’s interest in the Post Combination Company is $56.1 million, consisting of 5,642,000 shares of Class A Common Stock.

The approximate value was calculated based on a trailing 30-day average price of $9.94 per share.

basis of this investment was approximately $5,975,000, consisting of 595,000 private placement units at $10.00 per unit, or $5,950,000, plus the purchase of 5,667,500 shares of Class B Common Stock for $24,641.

In addition, our independent directors will receive a grant of 10,000 shares of Class A Common Stock at the time of the consummation of the Proposed Business Combination.

approximate value of this grant is $100,000 (10,000 shares at a price of $10.00 per share).

These shares will come from the pool of Founder Shares and will not result in any dilution to Public Stockholders or the Members.

The conflicts described above may not be resolved in our favor.

In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business

opportunities to a corporation if:

the corporation could financially undertake the opportunity;

the opportunity is within the corporation’s line of business;

it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting

business opportunities meeting the above-listed criteria to multiple entities.

Furthermore, our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or

officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be

reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual

Entity’s Business

Ophir Sternberg

BurgerFi International Inc.

Restaurant chain company

Executive Chairman

Lionheart III Corp

Chairman, President and Chief Executive Officer

Lionheart IV Corp

Chairman, President and Chief Executive Officer

Lionheart Capital LLC

5 unchanged sentences

Retail space redevelopment company

Lionheart III Corp

Special Purpose Acquisition Corporation

Chairman, President and Chief Executive Officer

Lionheart IV Corp

Special Purpose Acquisition Corporation

Chairman, President and Chief Executive Officer

Whitecap Lofts, LLC

Retail space redevelopment company

6610 Mooretown Road, LLC

Retail real estate company

Contrarian Retail Partners, LLC

Retail real estate company

Cigarette Holdings, LLC

Own and operate Cigarette Racing Team

Non-controlling Member

RC Lakehouse, LLC

Residential real estate holding company

Non-controlling Member

Entity’s Business

Paul Rapisarda

6 unchanged sentences

Lionheart III Corp

Special Purpose Acquisition Corporation

Chief Financial Officer

Lionheart IV Corp

Special Purpose Acquisition Corporation

Chief Financial Officer

2 unchanged sentences

Chief Financial Officer

Feeney Utility Services Group.

Utility infrastructure services company

Garrison Capital Advisors LLC

Financial consulting and advisory services company

Trevor Barran

Out of the Box Holdings LLC

Whitecap Lofts, LLC

Retail space redevelopment company

Chief Financial Officer

6610 Mooretown Road, LLC

Retail real estate company

Chief Financial Officer

Contrarian Retail Partners, LLC

Retail real estate company

Chief Financial Officer

Faquiry Diaz Cala

Lionheart Capital LLC

Real estate investment firm

Chief Operating Officer

Roger Meltzer

Haymaker Acquisition Corp.

Special Purpose Acquisition Corporation

BurgerFi International, Inc.

Restaurant chain company

Chief of Mergers and Acquisitions and Corporate Strategy

Lionheart III Corp

Special Purpose Acquisition Corporation

Director Nominee

Chief Operating Officer

Lionheart IV Corp

Special Purpose Acquisition Corporation

Director Nominee

Smart lighting solutions provider

Steven Berrard

BurgerFi International Inc.

RumbleOn Inc.

E-commerce company

Chief Financial Officer

New River Capital Partners

Chief Operating Officer

James Anderson

Lionheart III Corp

Lionheart IV Corp

Lionheart III Corp

Lionheart IV Corp

Kaptyn Holding Corp.

Electric Vehicle Rideshare Company

Co-Founder and Chief Strategy Officer

New River Capital Partners, LP

Private Equity Fund

Managing Partner

General Partner

Thomas Hawkins

Lionheart III Corp

Special Purpose Acquisition Corporation

Director Nominee

Lionheart IV Corp

Special Purpose Acquisition Corporation

Director Nominee

Akaris Global Partners

Investment firm

Managing Partner

Accordingly, if any of the

above executive officers and directors becomes aware of a Business Combination opportunity which is suitable for any of the above entities

to which he or she has current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations

to present such Business Combination opportunity to such entity, and only present it to us if such entity rejects the opportunity.

We are not prohibited from

pursuing a Business Combination with a company that is affiliated with our Sponsor, officers or directors.

However, in the event we seek

to complete our Business Combination with such a company, we, or a committee of independent directors, would obtain an opinion from an

independent investment banking firm that is a member of FINRA or from an independent accounting firm, that such a Business Combination

is fair to us from a financial point of view.

In the event that we submit our Business Combination to our public

stockholders for a vote, our Sponsor, officers, directors and Nomura have agreed to vote any Founder Shares and private shares held by

them and any public shares purchased during or after the Public Offering (including in open market and privately negotiated transactions)

in favor of our Business Combination.

on Liability and Indemnification of Officers and Directors

amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest

extent authorized by Delaware law, as it now exists or may in the future be amended.

In addition, our amended and restated certificate

of incorporation provides that our directors will not be personally liable for monetary damages to us or our stockholders for

breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in

bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or

unlawful redemptions, or derived an improper personal benefit from their actions as directors.

will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification

provided for in our amended and restated certificate of incorporation.

Our bylaws also permit us to secure insurance on behalf

of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would

permit such indemnification.

We have purchased a policy of directors’

and officers’

liability insurance that insures

our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures

us against our obligations to indemnify our officers and directors.

provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though

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

Furthermore, a stockholder’s investment

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

to these indemnification provisions.

believe that these provisions, the directors’

and officers’

liability insurance and the indemnity agreements are necessary

to attract and retain talented and experienced officers and directors.

Alumni Association of the University of Michigan

Educational Outreach

Jumptuit Inc.

Data Analytics Technology Company

Roger Meltzer, Esq.

DLA Piper LLP (US)

Legal services

Haymaker Acquisition Corp.

Lionheart III Corp

Lionheart IV Corp

Smart lighting solutions provider

Accordingly, if any of the above executive officers and directors becomes aware of a Business Combination opportunity which is suitable for any

of the above entities to which he or she has current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such Business Combination opportunity to such entity, and only present it

to us if such entity rejects the opportunity.

We are not prohibited from pursuing a Business Combination with a company that is affiliated with our Sponsor, officers or directors.

in the event we seek to complete our Business Combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent

accounting firm, that such a Business Combination is fair to us from a financial point of view.

In the event that we submit our Business Combination to our public stockholders for a vote, our Sponsor, officers, directors and Nomura have agreed to vote any Founder Shares and

private shares held by them and any public shares purchased during or after the Public Offering (including in open market and privately negotiated transactions) in favor of our Business Combination.

Limitation on Liability and Indemnification of Officers and Directors

Our amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest extent

authorized by Delaware law, as it now exists or may in the future be amended.

In addition, our amended and restated certificate of incorporation provides that our directors will not be personally liable for monetary damages to us or our

stockholders for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends,

unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.

We will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided

for in our amended and restated certificate of incorporation.

Our bylaws also permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law

would permit such indemnification.

We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and

insures us against our obligations to indemnify our officers and directors.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

These provisions

also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may

be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and

retain talented and experienced officers and directors.

Executive Compensation

of our officers or directors has received any cash compensation for services rendered to us.

Commencing on August 18, 2020, we

have agreed to pay monthly recurring expenses of $15,000 to our Sponsor for office space, administrative and secretarial and administrative

None of our officers or directors has received any cash compensation for services rendered to us.

Commencing on August 18, 2020, we have agreed

to pay monthly recurring expenses of $15,000 to our Sponsor for office space, administrative and secretarial and administrative support.

Upon completion of a Business Combination or our liquidation, we will cease paying these monthly fees.

In addition, we

may pay our Sponsor or any of our existing officers or directors, or any entity with which they are affiliated, a finder’s

fee, consulting fee or other compensation in connection with identifying, investigation and completing our Business Combination.

The individuals will also be reimbursed for any out of pocket expenses incurred in connection with activities on our behalf such

as identifying potential target businesses and performing due diligence on suitable Business Combinations.

Our audit committee

will review on a quarterly basis all payments that were made to our Sponsor, executive officers, directors and our or their affiliates

and will determine which fees and expenses and the amount of expenses that will be reimbursed.

the completion of our Business Combination, directors or members of our management team who remain with us may be paid consulting

or management fees from the combined company.

All of these fees will be fully disclosed to our stockholders, to the extent then

known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed

addition, we may pay our Sponsor or any of our existing officers or directors, or any entity with which they are affiliated, a finder’s fee, consulting fee or other compensation in connection with identifying, investigation and completing our

Business Combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to

our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed

Business Combination, because the directors of the post-combination business will be responsible for determining officer and director

compensation.

Any compensation to be paid to our officers will be determined, or recommended to our Board for determination, either

by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board.

do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation

of a Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or

consulting arrangements to remain with us after a Business Combination.

The existence or terms of any such employment or consulting

arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target

business but we do not believe that the ability of our management team to remain with us after the consummation of a Business

Combination will be a determining factor in our decision to proceed with any potential Business Combination.

We are not party

to any agreements with our officers and directors that provide for benefits upon termination of employment.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

We have no compensation plans

under which equity securities are authorized for issuance.

The following table sets forth

information available to us as of March 26, 2021 with respect to the beneficial ownership of our common stock held by:

The individuals will also be reimbursed for any out of pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business

Combinations.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, executive officers, directors and our or their affiliates and will determine which fees and expenses and the amount of expenses that

will be reimbursed.

After the completion of our Business Combination, directors or members of our management team who remain with us may be paid consulting or

management fees from the combined company.

All of these fees will be fully disclosed to our stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a

proposed Business Combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the

time of the proposed Business Combination, because the directors of the post-combination business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined, or

recommended to our Board for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of a

Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after a Business Combination.

The existence or terms of any such employment or

consummation of a Business Combination will be a determining factor in our decision to proceed with any potential Business Combination.

We are not party to any agreements with our officers and directors that provide for benefits upon

termination of employment.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

We have no compensation plans under which equity securities are authorized for issuance.

The following table sets forth information available to us as of March 3, 2022 with respect to the beneficial ownership of our common stock held

each person known by us to be the beneficial owner of more than 5% of our outstanding Class A Common Stock and Class B Common Stock;

1 unchanged sentence

all executive officers and directors as a group.

Unless otherwise indicated,

we believe that all persons named in the table have sole voting and investment power with respect to all shares of Class A Common Stock

and Class B Common Stock beneficially owned by them.

The following table does not reflect record or beneficial ownership of the Private

Warrants, as they are not exercisable within 60 days of March 26, 2021.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of

Class A Common Stock and Class B Common Stock beneficially owned by them.

The following table does not reflect record or beneficial ownership of the Private Warrants, as they are not exercisable within 60 days of March 3, 2022.

Name and Address of Beneficial Owner (1)

3 unchanged sentences

Outstanding Common Stock

Lionheart Equities, LLC(2)

Mizuho Financial Group, Inc.

Nomura Holdings, Inc.

Magnetar Financial LLC (4)

Bank of Montreal (5)

Marshall Wace, LLC (6)

Directors and Named Executive Officers

Ophir Sternberg (7)

Trevor Barran(3)

Faquiry Diaz Cala (8)

Paul Rapisarda (9)

Steven Berrard

Aman Kapadia(5)

James Anderson

Roger Meltzer

Mark Walsh(6)

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

Less than one

Less than one percent.

This table is based on 12,703,631 shares of Class A Common Stock and 5,750,000 shares of Class B Common Stock outstanding as of March 3, 2022.

Beneficial ownership is determined in accordance with the rules of the SEC.

Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed above has sole voting and investment power with respect to such shares.

Beneficial ownership is determined in

accordance with the rules of the SEC.

Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed above has sole voting and investment power with

respect to such shares.

Unless otherwise indicated, the business address of each of the entities, directors and executives in this table is 4218 NE 2nd Avenue, Miami, FL 33137.

Based solely upon information contained in a Schedule 13G filed on February 16, 2021, represents (i) 4,662,500 shares of Class B Common Stock and (ii) 260,000 shares of Class A Common Stock owned directly by Lionheart Equities, LLC, who shares voting and dispositive power over such shares with Mr.

Based solely upon information contained in a Form 4 filed on August 20, 2020, represents (i) 5,000 shares of Class A Common Stock and (ii) 15,000 shares of Class B Common Stock owned directly by Mr.

Based solely upon information contained in a Form 4 filed on August 20, 2020, represents (i) 10,000 shares of Class A Common Stock and (ii) 30,000 shares of Class B Common Stock owned directly by Mr.

Based solely upon information contained in a Form 4 filed on August 20, 2020, represents (i) 180,000 shares of Class A Common Stock purchased by vehicles and accounts managed by Akaris Global Partners LP (“

Akaris ”) and (ii) 540,000 shares of Class B Common Stock transferred to Akaris from the Sponsor following the consummation of the Public Offering, over which Mr.

Kapadia has shared voting and dispositive power.

The business address of Akaris is 330 Madison Avenue New York, NY 10017.

Walsh resigned from the Board effective March 26, 2021.

Holders of our Founder Shares

will beneficially own 20% of the then-issued and outstanding shares of our common stock and will have the right to appoint all of our

directors prior to our Business Combination by reason of their ownership of Founder Shares.

Holders of our public shares will not have

the right to appoint any directors to our Board prior to our Business Combination.

Because of this ownership block, our initial stockholders

may be able to effectively influence the outcome of all matters requiring approval by our stockholders, including the election of directors,

amendments to our amended and restated certificate of incorporation and approval of significant corporate transactions, including approval

of our Business Combination.

The holders of the Founder

Shares have agreed (A) to vote any shares owned by them in favor of any proposed Business Combination and (B) not to redeem any shares

in connection with a stockholder vote to approve a proposed Business Combination.

Our Sponsor and our executive

officers and directors are deemed to be our “promoters”

as such term is defined under the federal securities laws.

Based solely upon information contained in a Schedule 13G filed on February 14, 2022, represents 1,613,533 shares of Class A Common Stock.

The business address of Mizuho Financial

is 1-5-5 Otemachi, Chivoda-ku, Tokyo 100-8176, Japan.

Based solely upon information contained in a Schedule 13G filed on February 14, 2022, represents 1,537,087 shares of Class A Common Stock beneficially owned by Nomura Global Financial

Products, Inc., a wholly owned subsidiary of Nomura Holdings, Inc., which accordingly may be deemed to beneficially own the shares.

The business address of Nomura Holdings, Inc.

is 13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645,

Based solely upon information contained in a Schedule 13G filed on January 28, 2022 by Magnetar Financial LLC (“ Magnetar Financial ”),

Magnetar Capital Partners LP (“ Magnetar Capital Partners ”), Supernova Management LLC (“ Supernova Management ”), and

Litowitz, represents 1,444,754 shares of Class A Common Stock held for Magnetar Constellation Fund II, Ltd, Magnetar Constellation Master Fund, Ltd, Magnetar Systematic Multi-Strategy Master Fund Ltd, Magnetar Capital Master

Fund Ltd, Magnetar Discovery Master Fund Ltd, Magnetar Xing He Master Fund Ltd, Purpose Alternative Credit Fund Ltd, Magnetar SC Fund Ltd, all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP, a Delaware limited

partnership; Magnetar Lake Credit Fund LLC, Purpose Alternative Credit Fund - T LLC, Delaware limited liability companies; collectively (the “ Magnetar Funds ”).

Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the shares held for the Magnetar Funds’ accounts.

Magnetar Capital Partners serves as the sole

member and parent holding company of Magnetar Financial.

Supernova Management is the general partner of Magnetar Capital Partners.

The manager of Supernova Management is Mr.

The business address of Magnetar Financial, Magnetar

Capital Partners, Supernova Management, and Mr.

Litowitz is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

Based solely upon information contained in a Schedule 13G filed on February 15, 2022, represents 1,300,000 shares of Class A

Common Stock.

The business address of Bank of Montreal is 100 King Street West, 21st Floor, Toronto, M5X

1A1, Ontario, Canada.

Based solely upon information contained in a Schedule 13G filed on February 14, 2022, represents 1,197,525 shares of Class A Common Stock.

The business address of Marshall Wace, LLC

is George House, 131 Sloane Street, London, SW1X 9AT, UK.

In addition to ownership interests held by Mr.Sternberg in his individual capacity, Mr.Sternberg also beneficially owns Lionheart Investments and Lionheart Equities, LLC, and, when taken together with

his individual holdings, owns the reported percentage of beneficial ownership.

Based upon information contained in a Form 3 filed on July 15, 2021, represents (i) 17,500 shares of Class A Common Stock and (ii) 52,500 shares of Class B Common Stock owned directly

Based solely upon information contained in a Form 4 filed on August 20, 2020, represents (i) 10,000 shares of Class A Common Stock and (ii) 30,000 shares of Class B Common Stock owned

directly by Mr.

Holders of our Founder Shares will beneficially own 20% of the then-issued and outstanding shares of our common stock and will have the right to

appoint all of our directors prior to our Business Combination by reason of their ownership of Founder Shares.

Holders of our public shares will not have the right to appoint any directors to our Board prior to our Business Combination.

of this ownership block, our initial stockholders may be able to effectively influence the outcome of all matters requiring approval by our stockholders, including the election of directors, amendments to our amended and restated certificate of

incorporation and approval of significant corporate transactions, including approval of our Business Combination.

The holders of the Founder Shares have agreed (A) to vote any shares owned by them in favor of any proposed Business Combination and (B) not to

redeem any shares in connection with a stockholder vote to approve a proposed Business Combination.

Our Sponsor and our executive officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.

Certain Relationships and Related Transactions, and Director Independence

On January 10, 2020, our Sponsor

purchased an aggregate of 5,000,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.005 per share.

Subsequently,

on February 6, 2020, we effected a stock dividend of 0.15 share for each Founder Share outstanding, resulting in our Sponsor holding an

aggregate of 5,750,000 Founder Shares.

In July 2020, our Sponsor sold 82,500 Founder Shares to Nomura for a purchase price of approximately

Founder Shares

On January 10, 2020, our Sponsor purchased an aggregate of 5,000,000 Founder Shares for an aggregate purchase price of $25,000, or approximately

$0.005 per share.

The Founder Shares are identical to the shares of Class A Common Stock included in the Public Units sold in the Public

Offering, except that the Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Business Combination

on a one-for-one basis, subject to adjustment as described in our amended and restated certificate of incorporation.

The initial stockholders have agreed not to transfer, assign or sell

any Founder Shares until 180 days after the consummation of our Business Combination, (the “

Founder Shares Lock-Up Period ”).

Placement Warrants

the IPO Closing Date, our Sponsor and Nomura purchased an aggregate of 650,000 Private Units at a price of $10.00 per unit, or

Each Private Unit consists of one share of Class A Common Stock and one-half of one warrant, which entitles the holder

to purchase one share of Class A Common Stock at an exercise price of $11.50 per share.

The Private Warrants may not be redeemed

by us so long as they are held by our Sponsor or its permitted transferees.

If any Private Warrants are transferred to holders

other than our Sponsor or its permitted transferees, such Private Warrants will be redeemable by us and exercisable by the holders

on the same basis as the Public Warrants included in the Public Units sold in the Public Offering.

Our Sponsor and its permitted

transferees have the option to exercise the Private Warrants on a physical (cash) or net share (cashless) basis.

initial stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any Private Warrants

and the Class A Common Stock underlying such Private Warrants until 30 days after the consummation of our Business Combination

(such period, together with the Founder Shares Lock-Up Period, the “

Lock-Up Periods ”).

we do not complete a Business Combination within 18 months after the IPO Closing Date, the proceeds of the sale of the Private

Warrants will be used to fund the redemption of our Class A Common Stock, subject to the requirements of applicable law, and the

Private Warrants will expire worthless.

of the Founder Shares, Private Units, Private Warrants and warrants issued upon conversion of working capital loans, if any, have

registration rights pursuant to a registration rights agreement (the “

Registration Rights Agreement ”).

The holders of these securities are entitled to make up to three demands that we register under the Securities Act the warrants

and the shares of Class A Common Stock underlying the warrants and the Founder Shares.

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

registration rights with respect to registration statements filed by us subsequent to our completion of a Business Combination

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

However, the registration

rights agreement provides that that we will not permit any registration statement filed under the Securities Act to become effective

until termination of the applicable Lock-Up Period.

We will bear the expenses incurred in connection with the filing of any such

registration statements.

In January 2020, we had borrowed

$140,671 by the issuance of the Promissory Note from our Sponsor to cover expenses related to the Public Offering.

The Promissory Note

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

The Promissory Note was repaid in full upon the completion

of the Public Offering.

may pay our Sponsor, or any of our existing officers or directors, or any entity with which they are affiliated, a finder’s

fee, consulting fee or other compensation in connection with identifying, investigation and completing our Business Combination.

These individuals will also be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf

such as identifying potential target businesses and performing due diligence on suitable Business Combinations.

Our audit committee

will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates and

will determine which fees and expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on payments

that may be made to our Sponsor, officers, directors or any of their respective affiliates.

addition, in order to finance transaction costs in connection with our Business Combination, our Sponsor or an affiliate of our

Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete

a Business Combination, we would repay such loaned amounts.

Subsequently, on February 6, 2020, we effected a stock dividend of 0.15 share for each Founder Share outstanding, resulting in our Sponsor holding an aggregate of 5,750,000 Founder Shares.

In July 2020, our Sponsor sold 82,500

Founder Shares to Nomura for a purchase price of approximately $0.005 per share.

The Founder Shares are identical to the shares of Class A Common Stock included in the Public Units sold in the Public Offering, except that the Founder Shares

will automatically convert into shares of Class A Common Stock at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in our amended and restated certificate of incorporation.

The initial stockholders have agreed not to transfer, assign or sell any Founder Shares until 180 days after the consummation of our Business Combination, (the “ Founder Shares Lock-Up Period ”).

Private Placement Warrants

On the IPO Closing Date, our Sponsor and Nomura purchased an aggregate of 650,000 Private Units at a price of $10.00 per unit, or $6,500,000.

Each Private Unit consists of one share of Class A Common Stock and one-half of one warrant, which entitles the holder to purchase one share of Class A Common Stock at an exercise price of $11.50 per share.

The Private Warrants may not be

redeemed by us so long as they are held by our Sponsor or its permitted transferees.

If any Private Warrants are transferred to holders other than our Sponsor or its permitted transferees, such Private Warrants will be redeemable by us and

exercisable by the holders on the same basis as the Public Warrants included in the Public Units sold in the Public Offering.

Our Sponsor and its permitted transferees have the option to exercise the Private Warrants on a physical (cash) or net

share (cashless) basis.

The initial stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any Private Warrants and the Class

A Common Stock underlying such Private Warrants until 30 days after the consummation of our Business Combination (such period, together with the Founder Shares Lock-Up Period, the “ Lock-Up

If we do not complete a Business Combination within 24 months after the IPO Closing Date, the proceeds of the sale of the Private Warrants will

be used to fund the redemption of our Class A Common Stock, subject to the requirements of applicable law, and the Private Warrants will expire worthless.

Registration Rights

Holders of the Founder Shares, Private Units, Private Warrants and warrants issued upon conversion of working capital loans, if any, have

registration rights pursuant to a registration rights agreement (the “ Registration Rights Agreement ”).

The holders of these securities are entitled to make up to three demands that we

register under the Securities Act the warrants and the shares of Class A Common Stock underlying the warrants and the Founder Shares.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements

filed by us subsequent to our completion of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that that we

will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-Up Period.

We will bear the expenses incurred in connection with the filing of any such registration

Related Party Notes

In January 2020, we had borrowed $140,671 by the issuance of the Promissory Note from our Sponsor to cover expenses related to the Public

The Promissory Note was non-interest bearing and payable on the completion of the Public Offering.

The Promissory Note was repaid in full upon the completion of the Public Offering.

We may pay our Sponsor, or any of our existing officers or directors, or any entity with which they are affiliated, a finder’s fee, consulting

fee or other compensation in connection with identifying, investigation and completing our Business Combination.

These individuals will also be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such

as identifying potential target businesses and performing due diligence on suitable Business Combinations.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their

affiliates and will determine which fees and expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on payments that may be made to our Sponsor, officers, directors or any of their respective affiliates.

In addition, in order to finance transaction costs in connection with our Business Combination, our Sponsor or an affiliate of our Sponsor or

certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete a Business Combination, we would repay such loaned amounts.

In the event that our Business Combination does not close, we may

use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust

Account would be used for such repayment.

Up to $1,000,000 of such loans may be convertible into units at a price of $10.00 per

warrant at the option of the lender.

Such warrants would be identical to the Private Warrants, including as to exercise price,

exercisability and exercise period.

The terms of such loans by our officers and directors, if any, have not been determined and

no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our Sponsor or

an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against

any and all rights to seek access to funds in the Trust Account.

our Business Combination, members of our management team who remain with us may be paid consulting or management or other fees

from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the

tender offer or proxy solicitation materials, as applicable, furnished to our stockholders.

use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

Up to $1,000,000 of such loans may be convertible into units at a price of

$10.00 per warrant at the option of the lender.

Such warrants would be identical to the Private Warrants, including as to exercise price, exercisability and exercise period.

The terms of such loans by our officers and directors, if any, have

not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such

funds and provide a waiver against any and all rights to seek access to funds in the Trust Account.

After our Business Combination, members of our management team who remain with us may be paid consulting or management or other fees from the

combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders.

It is unlikely the amount of such

compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting

held to consider our Business Combination, as applicable, as it will be up to the directors of the post-combination business to

determine executive and director compensation.

Administrative

Services Agreement

We have agreed to pay our

Sponsor, a total of $15,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of our Business

Combination or our liquidation, we will cease paying these monthly fees.

In addition, we may also agree to pay a finder’s fee to

one or more independent directors to the extent such director(s) render services in connection with locating the target business with

which a successful Business Combination is consummated.

Nasdaq listing standards require

that a majority of our Board be independent.

An “independent director”

is defined generally as a person other than an officer

or employee of the Company or its subsidiaries or any other individual having a relationship which in the opinion of the Company’s

Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our Business Combination, as applicable, as it will be up to the directors of the post-combination

business to determine executive and director compensation.

Administrative Services Agreement

We have agreed to pay our Sponsor, a total of $15,000 per month for office space, utilities and secretarial and administrative support.

completion of our Business Combination or our liquidation, we will cease paying these monthly fees.

In addition, we may also agree to pay a finder’s fee to one or more independent directors to the extent such director(s) render services in

connection with locating the target business with which a successful Business Combination is consummated.

Director Independence

Nasdaq listing standards require that a majority of our Board be independent.

An “independent director” is defined generally as a person other

than an officer or employee of the Company or its subsidiaries or any other individual having a relationship which in the opinion of the Company’s Board, would interfere with the director’s exercise of independent judgment in carrying out the

responsibilities of a director.

Our Board has determined that Messrs.

Berrard, Kapadia and Meltzer are “independent directors”

as defined in the Nasdaq listing

standards and applicable SEC rules.

Our independent directors have regularly scheduled “executive sessions”

at which only

independent directors are present.

Anderson, Byrne, Hawkins and Meltzer are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Our independent directors have regularly

scheduled “executive sessions” at which only independent directors are present.

Principal Accounting Fees and Services

for professional services provided by our independent registered public accounting firm since December 23, 2019 (inception) to

December 31, 2020 include:

Fees for professional services provided by our independent registered public accounting firm since December 23, 2019 (inception) to December 31,

2021 include:

For the Period from

December 23, 2019 (inception)

December 23, 2019

December 31, 2021

Audit Fees (1)

1 unchanged sentence

All Other Fees (4)

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

Audit fees consist of fees billed for

professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees billed by Marcum for professional services

rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, 2021 and

2020 totaled $169,610 and $72,615, respectively.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees.

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.”

These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

Audit-related services consist of

fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not

required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Marcum for consultations concerning financial accounting and reporting standards for the years ended December

31, 2021 and 2020.

We did not pay Marcum for tax planning and

tax advice for the years ended December 31, 2021 and 2020.

All Other Fees .

All other fees consist of fees billed for all other services.

Policy on Board Pre-Approval

of Audit and Permissible Non-Audit Services of the Independent Auditors

Our audit committee is responsible

for appointing, setting compensation and overseeing the work of the independent auditors.

In recognition of this responsibility, our audit

committee shall review and, in its sole discretion, pre-approve all audit and permitted non-audit services to be provided by the independent

auditors as provided under the audit committee charter.

We did not pay Marcum for other

services for the years ended December 31, 2021 and 2020.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our Initial Public Offering.

As a result, the audit committee did not pre-approve all of

the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and

will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act

which are approved by the audit committee prior to the completion of the audit).

Exhibits and Financial Statement Schedules

following documents are filed as part of this Amendment:

(1) Financial

The financial statements listed in “Index to the Financial Statements”

at “Item 8.

Financial Statements and Supplementary Data”

are filed as part

of this Amendment.

(2) Financial

Statement Schedules :

(3) Exhibits :

The exhibits listed in the accompanying index to exhibits are filed or incorporated by

reference as part of this Amendment.

Agreement, dated August 13, 2020, by and among the Registrant and Nomura and Cantor Fitzgerald & Co., as representatives

of the several underwriters (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed

The following documents are filed as part of this Form 10-K:

Financial Statements :

Report of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements (Amended)

Financial Statement Schedules :

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be inspected and copied at the public reference

facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.

Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C.

prescribed rates or on the SEC website at www.sec.gov.

Underwriting Agreement, dated

August 13, 2020, by and among the Registrant and Nomura and Cantor Fitzgerald & Co., as representatives of the several underwriters (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed

with the SEC on August 19, 2020)

and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s

Current Report on Form 8-K filed with the SEC on August 19, 2020)

and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form

8-K filed with the SEC on August 19, 2020)

Agreement, dated August 13, 2020, by and between the Registrant and Continental Stock Transfer & Trust Company, LLC (incorporated

by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Description of Securities (incorporated by reference to Exhibit 4.2 of the Company’s Annual Report on Form 10-K filed with the SEC

on March 31, 2021)

Agreement, dated August 13, 2020, by and among the Registrant and its officers, directors, Nomura and the Sponsor (incorporated

by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Management Trust Agreement, dated August 13, 2020, by and between the Registrant and Continental Stock Transfer & Trust

Company, LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC

on August 19, 2020)

Rights Agreement, dated August 13, 2020, by and among the Registrant and certain security holders (incorporated by reference

to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Purchase Agreement, dated July 27, 2020, by and between the Sponsor and Nomura (incorporated by reference to Exhibit 10.4

of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Placement Unit Subscription Agreement, dated August 13, 2020, by and between the Registrant and the Sponsor (incorporated

by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Placement Unit Subscription Agreement, dated August 13, 2020, by and between the Registrant and Nomura (incorporated by reference

to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Agreements, each dated as of August 13, 2020, by and between the Registrant and each of the officers and directors of the

Registrant (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the SEC

on August 19, 2020)

Administrative Support Agreement, dated August 13, 2020, by and between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Forward Purchase Agreement, dated August 13, 2020, by and between the Company and Nomura (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Code of Ethics of the Company (incorporated by reference to Exhibit 14.1 of the Company’s Annual Report on Form 10-K filed with the SEC

on March 31, 2021)

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Interest Purchase Agreement (incorporated by reference to Exhibit 2.1 to the Company’s registration statement on Form S-4 filed with the SEC on November 10, 2021)

Amendment No.

to Membership Interest Purchase Agreement (incorporated by reference to Exhibit 2.2 to the Company’s registration statement on Form S-4 filed with the SEC on November 10, 2021)

Amendment No.

Membership Interest Purchase Agreement (incorporated by reference to Exhibit 2.3 to Amendment No.

1 to the Company’s registration statement on Form S-4 filed with the SEC on December 23, 2021)

Amended and Restated

Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Amended and Restated Bylaws

of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Warrant Agreement, dated

August 13, 2020, by and between the Registrant and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Description of

Securities (incorporated by reference to Exhibit 4.2 of the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2021)

Letter Agreement, dated

August 13, 2020, by and among the Registrant and its officers, directors, Nomura and the Sponsor (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Investment Management Trust

Agreement, dated August 13, 2020, by and between the Registrant and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on

August 19, 2020)

Registration Rights

Agreement, dated August 13, 2020, by and among the Registrant and certain security holders (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Securities Purchase

Agreement, dated July 27, 2020, by and between the Sponsor and Nomura (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Private Placement Unit

Subscription Agreement, dated August 13, 2020, by and between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Private Placement Unit

Subscription Agreement, dated August 13, 2020, by and between the Registrant and Nomura (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Indemnity Agreements, each

dated as of August 13, 2020, by and between the Registrant and each of the officers and directors of the Registrant (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the SEC on

August 19, 2020)

Administrative Support

Agreement, dated August 13, 2020, by and between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Forward Purchase Agreement,

dated August 13, 2020, by and between the Company and Nomura (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2020)

Letter Agreement

amending Forward Purchase Agreement, dated February 24, 2022, by and between the Company and Nomura

Agreement, dated July 11, 2021 (incorporated by reference to Exhibit 10.13 to the Company’s registration statement on Form S-4 filed with the SEC on November 10, 2021)

Agreement, dated July 11, 2021 (incorporated by reference to Exhibit 10.19 to the Company’s registration statement on Form S-4 filed with the SEC on November 10, 2021)

Virage Side Letter

Agreement, dated July 11, 2021 (incorporated by reference to Exhibit 10.20 to the Company’s registration statement on Form S-4 filed with the SEC on November 10, 2021)

Code of Ethics of the

Company (incorporated by reference to Exhibit 14.1 of the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2021)

Certification

of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Certification

of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The following financial statements from the Annual Report on Form 10-K /A of Lionheart Acquisition Corporation II for the year ended December 31, 2020, formatted in eXtensible Business Reporting Language (XBRL):

(i) Balance Sheets, (ii) Statement of Income, (iii) Statement of Changes in Stockholders’

Equity, (iv) Statement of Cash Flows and (v) Notes to Financial Statements.

The following financial statements from the Annual Report on Form 10-K of Lionheart Acquisition Corporation II for the year ended

December 31, 2021, formatted in inline eXtensible Business Reporting Language (iXBRL):

(i) Balance Sheets, (ii) Statement of Income, (iii) Statement of Changes in Stockholders’ Equity, (iv) Statement of Cash Flows and (v) Notes to

Financial Statements.

* Filed herewith.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K/A

to be signed on its behalf by the undersigned, thereunto duly authorized.

ACQUISITION CORPORATION II

December 6, 2021

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this

Report to be signed on its behalf by the undersigned, thereunto duly authorized.

LIOHEART ACQUISITION CORPORATION II

April 6, 2022

/s/ Ophir Sternberg

Ophir Sternberg

President and Chief Executive Officer

Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K/A has been signed below by the

following persons on behalf of the registrant and in the capacities and on the dates indicated.

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following

persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Ophir Sternberg

Chairman, President and Chief Executive Officer (Principal Executive Officer)

December 6, 2021

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

April 6, 2022

Ophir Sternberg

/s/ Trevor Barran

Chief Operating Officer and Director

December 6, 2021

Trevor Barran

/s/ Paul Rapisarda

Chief Financial Officer and Secretary

Chief Financial Officer

Principal Financial and Accounting Officer

December 6, 2021

April 6, 2022

Paul Rapisarda

/s/ Faquiry Diaz Cala

Chief Operating Officer

April 6, 2022

Faquiry Diaz Cala

/s/ James Anderson

December 6, 2021

April 6, 2022

James Anderson

/s/ Thomas Byrne

December 6, 2021

/s/ Roger Meltzer

December 6, 2021

Roger Meltzer

April 6, 2022

/s/ Thomas Hawkins

December 6, 2021

April 6, 2022

Thomas Hawkins

/s/ Roger Meltzer

April 6, 2022

Roger Meltzer

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 9A. Controls and Procedures