What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-05-12 compared with 2021-11-12 · 154 added, 238 removed, 130 unchanged (75% of the section changed)

18 unchanged sentences

issuance of additional shares in a business combination:

significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions

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

of the Class B ordinary shares;

subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded

our Class A ordinary shares;

cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things,

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

and directors;

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

seeking to obtain control of us;

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

and may not result in adjustment

to the exercise price of our warrants.

may significantly dilute the

equity interest of existing investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares

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

may subordinate the rights

of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

could cause a change in control

if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net

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

may have the effect of delaying

or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of

may adversely affect prevailing

market prices for our units, Class A ordinary shares and/or warrants;

and may not result in adjustment to the exercise price of our

if we issue debt or otherwise incur significant debt, it could result in:

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

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

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

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

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

while the debt is outstanding;

inability to pay dividends on our Class A ordinary shares;

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

on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

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

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

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

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

indicated in the accompanying financial statements, as of September 30, 2021, we had $969,000 of cash.

Further, we expect to incur significant

costs in the pursuit of our initial business combination.

We cannot assure you that our plans to o complete our initial business combination

will be successful.

December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout

other parts of the world, including the United States.

On January 30, 2020, the World Health Organization declared the outbreak of the

coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S.

Human Services Secretary Alex M.

Azar II declared a public health emergency for the United States to aid the U.S.

healthcare community

in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic.”

COVID-19 has resulted in a widespread health crisis that has adversely affected the economies and financial markets worldwide.

of any potential target business with which we consummate a business combination could be materially and adversely affected.

we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to

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

and consummate a transaction in a timely manner.

The extent to which COVID-19 impacts our search for a business combination will depend

on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the

severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19 or other

matters of global concern continue for an extended period of time, our ability to consummate a business combination, or the operations

of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

default and foreclosure on

our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

acceleration of our obligations

to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require

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

our immediate payment of all

principal and accrued interest, if any, if the debt is payable on demand;

our inability to obtain necessary

additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

our inability to pay dividends

on our Class A ordinary shares;

using a substantial portion

of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary

shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

limitations on our flexibility

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

increased vulnerability to

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

and limitations

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

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

indicated in the accompanying financial statements, as of March 31, 2022, we had $528,000 of cash and negative working capital of approximately

Further, we expect to incur significant costs in the pursuit of our initial business combination and if we cannot complete

a business combination by January 14, 2023 we could be forced to wind up our operations and liquidate unless we receive an extension

approval from our shareholders.

We cannot assure you that our plans to complete our initial business combination will be successful.

of Operations

the period from November 3, 2020 (date of inception) to September 30, 2021 our activities consisted of formation and preparation for

the Public Offering and, subsequent to completion of the Public Offering on January 14, 2021, identifying and completing a suitable Initial

the period from November 3, 2020 (date of inception) to March 31, 2022 our activities consisted of formation and preparation for the

public offering and, subsequent to completion of the public offering on January 14, 2021, identifying and completing a suitable Initial

Business Combination.

As such, in 2021 we had no operations or significant operating expenses until after the completion of the Public

Offering in January 2021.

As such, we had no operations or significant operating expenses until after the completion of the public offering

in January 2021.

normal operating costs since January 14, 2021 include costs associated with our search for an Initial Business Combination (see below),

costs associated with our governance and public reporting (see below), and a charge of $25,000 per month from our Sponsor for administrative

services for an aggregate of $75,000 and $213,000, respectively, for the three and nine months ended September 30, 2021.

services for an aggregate of $75,000 and $63,000, respectively, for the three months ended March 31, 2022 and 2021.

Costs associated

with our governance and public reporting have increased since the Public Offering and were approximately $115,000 and $365,000 for the

three and nine months ended September 30, 2021.

General and administrative costs also include approximately $802,000 and $2,765,000 of

professional and consulting fees in the three and nine months ended September 30, 2021, respectively, associated with our review of business

with our governance and public reporting have increased since the Public Offering and were approximately $116,000 and $84,000, respectively,

for the three months ended March 31, 2022 and 2021.

General and administrative costs also include approximately $-0- and $72,000, respectively,

of professional and consulting fees in the three months ended March 31, 2022 and 2021, respectively, associated with our review of business

combination candidates.

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and related required public reporting and governance matters.

taxes were $-0-, for the three and nine months ended September 30, 2021 because we are an exempt Cayman Islands company and are not subject

to income tax in the United States or in the Cayman Islands.

We did not withdraw any interest from the Trust Account in the three months

ended September 30, 2021.

below regarding other income and expense items associated with the warrant liability.

taxes were $-0- and $-0-, respectively, for the three months ended March 31, 2022 and 2021 because we are an exempt Cayman Islands company

and are not subject to income tax in the United States or in the Cayman Islands.

We did not withdraw any interest from the Trust Account

in the three months ended March 31, 2022.

discussed further in Note 6 to the condensed financial statements, the Company accounts for its outstanding public and private warrants

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The statement of operations for the

three and nine months ended September 30, 2020 reflects other income from change in fair value of the warrant liability of approximately

three months ended March 31, 2022 and 2021 reflects other income from change in fair value of the warrant liability of approximately

$6,849,000 and $5,604,000 and charges to other expense aggregating approximately $-0- and $800,000, respectively, for warrant liability

3 unchanged sentences

On January 15, 2021, the Company purchased U.S.

government treasury bills due in April 2021 and yielding less than 0.01% and at September 30, 2021, the proceeds in the Trust Account

are invested in a money market fund that invests solely U.S.

government treasury bills that matured in April 2021.

At March 31, 2022 and December 31, 2021, the proceeds in the Trust Account are

invested in a money market fund that invests solely U.S.

government treasury bills.

Interest income was approximately $25,000 and $45,000,

$68,000 for the three and nine months ended September 30, 2021.

respectively, for the three months ended March 31, 2022 and 2021.

As a result of market conditions occurring in connection with the Covid-19

pandemic, interest rates on available investments are historically low.

It is unclear how long this condition will persist, or whether

it could get worse.

pandemic, interest rates on available investments have been historically low.

and Capital Resources

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to pay taxes, if any).

At September 30, 2021 and December 31, 2020, we had approximately $1,261,000 and $20,000, respectively, of cash

available outside of the Trust Account to fund our activities until we consummate an Initial Business Combination.

the consummation of the Public Offering, the Company’s only sources of liquidity were an initial purchase of shares of our Class

B ordinary share for $25,000 by the Sponsor, and the availability of loans to us of up to $300,000 by our sponsor under an unsecured

promissory note (the “Note”), a total of $199,000 was actually loaned by the Sponsor against the issuance of the Note.

Note was non-interest bearing and was paid in full on January 14, 2021 in connection with the closing of the Public Offering, accordingly,

no amounts are outstanding under the Note at September 30, 2021.

September 30, 2021, the Company has approximately $969,000 in cash and approximately $1,527,000 in negative working capital.

At March 31, 2022 and December 31, 2021, we had approximately $528,000 and $842,000, respectively, of cash available

outside of the Trust Account to fund our activities until we consummate an Initial Business Combination.

the consummation of the Public Offering, the Company’s only sources of liquidity were an initial purchase of our Class B ordinary

shares for $25,000 by the Sponsor, and the availability of loans to us of up to $300,000 by our sponsor under an unsecured promissory

note (the “Note”), a total of $199,000 was actually loaned by the Sponsor against the issuance of the Note.

non-interest bearing and was paid in full on January 14, 2021 in connection with the closing of the Public Offering, accordingly, no

amounts are available or were outstanding under the Note at March 31, 2022.

March 31, 2022, the Company has approximately $528,000 in cash and approximately $1,975,000 in negative working capital.

has incurred and expects to continue to incur significant costs in pursuit of its Business Combination.

These conditions raise substantial

doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial

statements are issued.

There is no assurance that the Company’s plans to consummate a Business Combination will be successful or

successful within the Combination Period.

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

of this uncertainty.

Further, if the Company cannot

complete a Business Combination prior to January 14, 2023, it could be forced to wind up its operations and liquidate unless it receives

an extension approval from its shareholders.

These conditions raise substantial doubt about the Company’s ability to continue as

a going concern for a period of time within one year after the date that the financial statements are issued.

The Company’s plan

to deal with these uncertainties is to preserve cash by deferring payments with anticipated cooperation from its service providers and

to complete a Business Combination prior to January 14, 2023.

There is no assurance that the Company’s plans to consummate a Business

Combination will be successful or successful within the Combination Period.

The financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business prior to

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do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.

Company has until January 14, 2023 to complete an Initial Business Combination.

If the Company does not complete an Initial Business

Combination by January 14, 2021, the Company will (i) cease all operations except for the purposes of winding up;

(ii) as promptly as

reasonably possible, but not more than ten business days thereafter, redeem the public shares of Class A ordinary share for a pro rata

portion of the Trust Account, including interest, but less taxes payable (and less up to $100,000 of such net interest to pay dissolution

expenses) and (iii) as promptly as reasonably possible following such redemption, dissolve and liquidate the balance of the Company’s

net assets to its creditors and remaining shareholders, as part of its plan of dissolution and liquidation.

The initial shareholders

have waived their redemption rights with respect to their founder shares;

however, if the initial shareholders or any of the Company’s

officers, directors or their affiliates acquire shares of Class A ordinary share in or after the Public Offering, they will be entitled

to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete

an Initial Business Combination within the required time period.

Company has until January 14, 2023 to complete an initial business combination, or until the expiration of any extension period (“Extension

Period”) that may be proposed to and approved by our shareholders in the form of an amendment to our amended and restated memorandum

and articles of association (the “Initial Business Combination”).

If the Company does not complete an Initial Business Combination

by January 14, 2023 or the end of any approved Extension period, the Company will (i) cease all operations except for the purposes of

(ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public Class A ordinary

shares for a pro rata portion of the Trust Account, including interest, but less taxes payable (and less up to $100,000 of such net interest

to pay dissolution expenses) and (iii) as promptly as reasonably possible following such redemption, dissolve and liquidate the balance

of the Company’s net assets to its creditors and remaining shareholders, as part of its plan of dissolution and liquidation.

initial shareholders have waived their redemption rights with respect to their founder shares;

however, if the initial shareholders or

any of the Company’s officers, directors or their affiliates acquire Class A ordinary shares in or after the Public Offering, they

will be entitled to a pro rata share of the trust account upon the Company’s redemption or liquidation in the event the Company

does not complete an Initial Business Combination within the required time period.

the event of such liquidation, it is possible that the per share value of the residual assets remaining available for distribution (including

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commitments of other entities, or entered into any agreements for non-financial assets.

September 30, 2021, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

March 31, 2022, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

In connection with the Public Offering, we entered into an Administrative Support Agreement with Global Partner Sponsor II LLC, our Sponsor,

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their rights to seek repayment from the funds in the Trust Account.

Accounting Policies

JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies.

qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements

based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting

standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such

standards is required for non-emerging growth companies.

As a result, our financial statements may not be comparable to companies that

comply with new or revised accounting pronouncements as of public company effective dates.

Additionally,

we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions

we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over

financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required

of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement

that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional

information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation

related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s

compensation to median employee compensation.

These exemptions will apply for a period of five years following the completion of our

IPO or until we are no longer an “emerging growth company,” whichever is earlier.

Accounting Estimates

preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions

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Actual results could materially differ from those estimates.

has identified the following as its critical accounting policies:

Growth Company

Section 102(b)(1)

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

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

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

Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition

period which means that when an accounting standard is issued or revised and it has different application dates for public or private

companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the

new or revised standard.

Income (Loss) per Share:

income (loss) per ordinary share is computed by dividing net income (loss) applicable to ordinary shareholders by the weighted average

number of ordinary shares outstanding for the period.

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

and Private Placement to purchase an aggregate of 15,566,667 Class A ordinary shares in the calculation of diluted income (loss) per

share, since their inclusion would be anti-dilutive under the treasury stock method.

As a result, diluted income (loss) per ordinary

share is the same as basic loss per ordinary share for the period.

The Company complies with the accounting and disclosure requirements of

FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary

shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of shares.

Net income (loss) per ordinary

share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding during the respective

The following table reflects the earnings per share after allocating income

between the shares based on outstanding shares.

Three months ended

Nine months ended

September 30, 2021

Basic and diluted net income per ordinary share:

Allocation of income – basic and diluted

Basic and diluted weighted average ordinary shares:

Basic and diluted net income per ordinary share

Concentration

of Credit Risk:

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

which at times, may exceed the Federal depository insurance coverage of $250,000.

The Company has not experienced losses on these accounts

and management believes the Company is not exposed to significant risks on such accounts.

fair value of the Company’s assets and liabilities (excluding the warrant liability), which qualify as financial instruments under

Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC 820”), “Fair Value Measurements and

Disclosures,” approximates the carrying amounts represented in the financial statements, primarily due to their short-term nature.

of Estimates:

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America

requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of expenses during the

reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the

estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management

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

One of the more significant

estimates included in these financial statements is the determination of the fair value of the warrant liability.

Such estimates may

be subject to change as more current information becomes available and accordingly the actual results could differ significantly from

those estimates.

Offering Costs:

Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A— “Expenses

of Offering.” Costs incurred in connection with preparation for the Public Offering total approximately $17,054,000 including $16,500,000

of underwriters’ discount.

Such costs were allocated among the equity and warrant liability components and approximately $16,253,000

has been charged to equity for the equity components based on the relative fair-value of the warrants and approximately $800,000 has

been charged to other expense for the warrant liability components upon completion of the Public Offering.

A ordinary shares Subject to Possible Redemption:

discussed in Note 3, all of the 30,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption

feature that allows for their redemption under the Company’s liquidation or tender offer/shareholder approval provisions.

In accordance

with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of

permanent equity.

Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments,

are excluded from the provisions of FASB ASC 480.

Although the Company has not specified a maximum redemption threshold, its articles

of association provide that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’

equity) to be less than $5,000,001.

However, because all of the Class A ordinary shares are redeemable, all of the shares are recorded

as Class A ordinary shares subject to redemption on the enclosed balance sheet.

See also, Note 7, regarding a revision to the presentation

of redeemable shares in these financial statements and the effect on previously reported financial statements.

Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to additional paid-in

Accordingly, at September 30, 2021, 30,000,000 of the 30,000,000 Public Shares were classified outside of permanent equity.

ASC 740 prescribes a recognition threshold and a measurement attribute for the balance sheet recognition and measurement of tax positions

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be

sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s

major tax jurisdiction.

There were no unrecognized tax benefits as of September 30, 2021.

The Company recognizes interest and penalties

related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest and penalties at September

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material

deviation from its position.

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

Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements

in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the periods presented.

The Company’s

management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

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

specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and

Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments pursuant to

ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification

under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity

classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as

of each subsequent quarterly period end date while the warrants are outstanding.

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

of additional paid-in capital at the time of issuance.

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

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

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

Costs associated with issuing the warrants accounted for as liabilities are charged to operations when the warrants are issued.

value of the warrants was estimated using Level 1 observable inputs.

Accounting Pronouncements:

August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06,

Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s

Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates

the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies

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

The new standard

also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s

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

all convertible instruments.

ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis,

with early adoption permitted beginning on January 1, 2021.

The Company is currently evaluating the impact that the pronouncement will

have on the financial statements.

does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a

material effect on the Company’s condensed financial statements.

has identified the following as its critical accounting estimates:

critical accounting estimate made in our financial statements is the estimated fair value of our warrant liability.

Fair value is defined

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

participants at the measurement date.

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

The tiers include:

Level 1, defined as observable

inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs

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

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

Level 3, defined as unobservable

inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations

derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

some circumstances, the inputs used to measure fair value may be categorized within different levels of the fair value hierarchy.

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

fair value measurement.

The estimated fair value of

our warrant liability at January 14, 2021 was determined using Level 3 inputs.

At January 14, 2021, the Company utilized an independent

valuation consultant that used a binomial lattice simulation methodology to value the Warrants.

Inherent in a binomial options pricing

model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield.

estimates the volatility of its shares based on historical volatility that matches the expected remaining life of the Warrants.

The risk-free

interest rate is based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining

life of the Warrants.

The expected life of the Warrants is assumed to be equivalent to their remaining contractual term.

rate is based on the historical rate, which the Company anticipates to remain at zero.

Beginning on March 31, 2021 and for periods thereafter,

the fair value of the warrant liability was determined based on public trading information as discussed below.

March 31, 2021, our public warrants were trading in an active market.

As such, at March 31, 2021 and thereafter, the Company valued its public

warrants based on publicly observable inputs (Level 1 inputs) from the trading in the public warrants in an active market ($0.39 per

public warrant on March 31, 2022).

Since the private placement warrants are substantially similar to the public warrants but do not

trade, the company valued them based on the value of the public warrants (significant other observable inputs – Level

reference, each $0.10 change in fair value of our warrants translates to approximately $1,557,000 gain or loss.

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-Q

Item 2. Management’s Discussion and Analysis