What changed in this filing

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Item 1. Financial Statements

2021-08-13 compared with 2021-07-30 · 398 added, 439 removed, 362 unchanged (70% of the section changed)

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BALANCE SHEET

Current Assets-Cash

Deferred offering costs

LIABILITIES AND STOCKHOLDERS’

Current Assets

Prepaid insurance

Total current assets

Investments held in Trust Account

$ 118,579,327

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accrued expense

Accounts payable and accrued expenses

Promissory note - related party

Total current liabilities

Warrant liabilities

Deferred underwriter fee payable

Total liabilities

Commitments and Contingencies (Note 6)

Stockholders’

Class A common stock subject to possible redemption;

10,513,519 shares at redemption value

Stockholders’ Equity

Preferred stock, $ 0.0001 par value;

1,250,000 shares

1,250,000 shares authorized;

none issued and outstanding

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125,000,000 shares authorized;

none issued and outstanding

1,514,656 issued and outstanding, excluding 10,513,519 shares subject to redemption

Class B common stock, $ 0.0001 par value;

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Accumulated deficit

Total stockholders’

Total liabilities and stockholders’

an aggregate of 375,000 shares of Class B common stock subject to forfeiture to the extent that the underwriters’

over-allotment

is not exercised in full or in part.

( 1,744,522 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

$ 118,579,327

accompanying notes are an integral part of these condensed unaudited financial statements

LIGHTS ACQUISITION CORP.

STATEMENT OF OPERATIONS

THE PERIOD FROM FEBRUARY 26, 2021 (INCEPTION) THROUGH MARCH 31, 2021

Other operating expenses

Weighted average shares outstanding, basic and diluted (1)

Basic and diluted net loss per common share

Excludes an aggregate of 375,000 shares of Class B common stock

subject to forfeiture to the extent that the underwriters’

over-allotment is not exercised in full or in part.

STATEMENTS OF OPERATIONS

For the Period from

February 26, 2021

Three Months Ended

June 30, 2021

Formation and operating costs

Loss from operations

Other income and expense:

Interest earned on marketable securities held in Trust Account

Unrealized loss from marketable securities held in Trust Account

Change in fair value of warrant liability

( 1,462,306 )

Offering costs allocated to warrants

$ ( 1,743,727 )

$ ( 1,744,522 )

Weighted average shares outstanding of Class A common stock subject to redemption

Basic and diluted net loss per common stock

Weighted average shares outstanding of Class A and Class B non-redeemable common stock

Basic and diluted net loss per common stock

accompanying notes are an integral part of these condensed unaudited financial statements.

LIGHTS ACQUISITION CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’

THE PERIOD FROM FEBRUARY 26, 2021 (INCEPTION) THROUGH MARCH 31, 2021

Stockholders’

Balance - February 26, 2021 (inception)

Issuance of Class B Common stock to Sponsor (1)

Balance - March 31, 2021

an aggregate of 375,000 shares of Class B common stock subject to forfeiture to the extent that the underwriters’

over-allotment

is not exercised in full or in part.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

the Period from February 26, 2021 (Inception) Through June 30, 2021

Stockholders’

Balance - February 26, 2021

Issuance of Class

B Common stock to Sponsor

Sale of IPO Units, net of offering costs

Sale of IPO Units, net of offering costs, shares

Deferred underwriter fee

Warrant liabilities

Initial shares subject to redemption

Initial shares subject to redemption, shares

Subsequent shares subject to redemption

Subsequent shares subject to redemption, shares

– March 31, 2021

Sale of IPO Units, net of offering

Deferred underwriter fee

( 4,025,000 )

Warrant liabilities

( 5,031,474 )

Initial shares

subject to possible redemption

( 10,197,129 )

( 104,009,696 )

( 104,010,715 )

in shares subject to possible redemption

( 1,743,727 )

– June 30, 2021

$ ( 1,744,522 )

accompanying notes are an integral part of these condensed unaudited financial statements

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STATEMENT OF CASH FLOWS

THE PERIOD FROM FEBRUARY 26, 2021 (INCEPTION) THROUGH MARCH 31, 2021

THE PERIOD FROM FEBRUARY 26, 2021 (INCEPTION) THROUGH JUNE 30, 2021

Cash flow from operating activities :

$ ( 1,744,522 )

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

Income earned on securities held in Trust Account

Offering costs allocated to warrants

Unrealized loss from securities held in Trust Account

Change in fair value of warrant liabilities

Changes in operating assets and liabilities:

Accrued expenses

Prepaid insurance

payable and accrued expenses

Net cash used in operating activities

Cash flows from financing activities:

Cash flows from investing activities:

Investment of cash in Trust Account

( 117,300,000 )

Net cash used in investing activities

( 117,300,000 )

Cash flow from financing activities:

Proceeds from issuance of Class B common stock to Sponsor

Proceeds from sale of Units, net of underwriting discount paid

Proceeds from sale of private placement units

Payment of offering costs

Net cash provided by financing activities

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Supplemental disclosure of non-cash financing activities:

Accrued deferred offering costs

Deferred underwriting fee payable

Initial classification of common stock subject to possible redemption

$ 104,010,715

Change in value of common stock subject to possible redemption

$ ( 1,481,801 )

Initial classification of warrant liabilities

Offering costs charged to additional paid-in capital included in accrued expenses

Offering costs charged to additional paid-in capital paid by promissory note–related party

accompanying notes are an integral part of these condensed unaudited financial statements

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Lights Acquisition Corp.

(the “Company”) is a blank check company incorporated in Delaware on February 26, 2021.

(the “Company”) is a blank check company incorporated in Delaware on February 26, 2021 .

was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other

similar business combination with one or more businesses (the “Business Combination”).

The Company is an early stage and

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

of March 31, 2021, the Company had not yet commenced any operations.

of June 30, 2021, the Company had not yet commenced any operations.

All activity for the period February 26, 2021 (inception) through

March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”).

The Company has selected December 31 as its fiscal year end.

registration statement for the Company’s Initial Public Offering was declared effective on June 23, 2021.

June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”),

and, since the closing of the initial public offering, a search for a Business Combination candidate.

The Company has selected December

31 as its fiscal year end.

registration statement for the Company’s Initial Public Offering was declared effective on June 23, 2021.

On June 28, 2021, the

Company consummated the Initial Public Offering of 11,500,000 units (“Units”

and, with respect to the shares of Class A common

stock included in the Units offered, the “Public Shares”), generating gross proceeds of $115,000,000, which is described

Company consummated the Initial Public Offering of 11,500,000 units (“Units” and, with respect to the shares of Class A common

stock included in the Units offered, the “Public Shares”), generating gross proceeds of $ 115,000,000 , which is described

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of 528,175 private placement units (the “Private

Placement Units”) at a price of $10.00 per unit in a private placement to 5AK, LLC (the “Sponsor”), generating gross

with the closing of the Initial Public Offering, the Company consummated the sale of 528,175 private placement units (the “Private

Placement Units”) at a price of $ 10.00 per unit in a private placement to 5AK, LLC (the “Sponsor”), generating gross

proceeds of $ 5,281,750 , which is described in Note 4.

the closing of the Initial Public Offering on June 28, 2021, an amount of $ 117,300,000 ($ 10.00 per Unit) from the net proceeds of the

sale of the Units in the Initial Public Offering and the Private Placement Units was placed in a trust account (“Trust Account”)

which may be invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of

1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company

that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the

Company, until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to the Company’s

stockholders, as described below.

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the closing of the Initial Public Offering $ 938,853 of cash was held outside of the Trust Account available for working capital purposes.

As of March 31, 2021, we have available to us $25,000 of cash on our balance sheet and a working capital deficit of $52,959.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

As of June 30, 2021, we have available to us $ 938,805 of cash on our balance sheet and a working capital of $ 757,173 .

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward

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1 — Description of Organization and Business Operations (Continued)

Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem

all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting

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the closing of the Initial Public Offering at the election of the Company subject to satisfaction of certain conditions, including the

deposit of up to $2,000,000, or $2,300,000 if the underwriters’

over-allotment option is exercised in full ($0.10 per unit in either

case), into the Trust Account, or as extended by the Company’s stockholders in accordance with the Company’s amended and

restated certificate of incorporation) (the “Combination Period”), the Company will (i) cease all operations except for the

deposit of up to $ 2,300,000 since the underwriters’ over-allotment option is exercised in full ($ 0.10 per unit in either

case), into the Trust Account, or as extended by the Company’s stockholders in accordance with the Company’s amended and

restated certificate of incorporation) (the “Combination Period”), the Company will (i) cease all operations except for the

purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares,

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

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

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

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

board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case

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if the Company fails to complete a Business Combination within the 12-month time period (or up to 18-month time period).

Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products

sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality

The Sponsor has

agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold

to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality

or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20

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not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in

the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of

the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended

(the “Securities Act”).

(the “Securities Act”) .

However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor

has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that

the Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure its stockholders that the Sponsor

would be able to satisfy those obligations.

None of the Company’s officers or directors will indemnify the Company for claims by

third parties including, without limitation, claims by vendors and prospective target businesses.

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1 — Description of Organization and Business Operations (Continued)

and Management’s Plans

to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period

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released to the Company for general working capital purposes.

Accordingly, management has since reevaluated the Company’s liquidity

and financial condition and determined that sufficient capital exists to sustain operations through the earlier of the consummation of

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There is no assurance that the

Company’s plans to consummate an initial Business Combination will be successful within the Combination Period.

The financial statements

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

offering costs

offering costs consist of costs incurred in connection with preparation for the Public Offering executed on June 28, 2021.

together with the underwriting discounts and commissions, will be allocated among the freestanding financial instruments that are included

in the Public Offering.

As of March 31, 2021, the Company had deferred offering costs of $77,164.

and Uncertainties

is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could

have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific

impact is not readily determinable as of the date of the financial statement.

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accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States

of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S.

Securities and Exchange

Growth Company

Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

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adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company,

which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period

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equivalents are carried at cost, which approximates fair value.

The Company had $25,000 in cash and no cash equivalents as of March 31,

Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,”

which requires an asset

The Company had $ 938,805 in cash and no cash equivalents as of June 30,

Trust Account

Upon the closing of the Initial Public Offering

and the Private Placement, $ 117,300,000 ($ 10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds

of the Private Placement was held in a trust account (“Trust Account”) located in the United States with Continental Stock

Transfer & Trust Company acting as trustee, and invested only in U.S.

government treasury obligations with a maturity of 185 days

or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act 1940, as amended (the “Investment

Company Act”), which will be invested only in direct U.S.

government treasury obligations, as determined by the Company, until

the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset

and liability approach to financial accounting and reporting for income taxes.

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There were no unrecognized tax benefits and no amounts accrued for interest and penalties

as of March 31, 2021.

as of June 30, 2021.

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

or material deviation from its position.

provision for income taxes was deemed to be immaterial for the period from February 26, 2021 (inception) through March 31, 2021.

provision for income taxes was deemed to be immaterial for the period from February 26, 2021 (inception) through June 30, 2021.

LIGHTS ACQUISITION CORP.

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2 — Summary of Significant Accounting Policies (Continued)

Costs Associated with the Initial Public Offering

costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering.

Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value

basis, compared to total proceeds received.

Offering costs associated with warrant liabilities are expensed as incurred, presented as

offering costs allocated to warrants in the condensed statements of operations.

Offering costs associated with the Public Shares

were charged to stockholders’ equity upon the completion of the Initial Public Offering.

A Common Stock Subject to Possible Redemption

Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.”

Shares subject to mandatory redemption (if any) is classified as a liability

Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability

instrument and is measured at fair value.

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redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not

solely within the Company’s control) is classified as temporary equity.

At all other times, shares are classified as stockholders’

The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control

solely within the Company’s control) is classified as temporary equity.

At all other times, shares are classified as stockholders’

The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control

and subject to occurrence of uncertain future events.

Accordingly, at March 31, 2021, as there are no shares of Class A Common Stock

outstanding, no shares of Class A Common Stock are subject to possible redemption.

Accordingly, at June 30, 2021, as there are 1,514,656 shares of Class A Common

Stock outstanding, 10,513,519 shares of Class A Common Stock are subject to possible redemption.

Concentration

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The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with

the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since

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

Company’s statements of operations includes a presentation of income (loss) per share for common stock shares subject to possible

redemption in a manner similar to the two-class method of income (loss) per share.

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features and do not participate in the income earned on the Trust Account.

following table reflects the calculation of basic and diluted net income per common share:

of Calculation of Basic and Diluted Net Income Per Share

For the Period from February 26, 2021 (inception)

June 30, 2021

Redeemable Class A common shares

earnings allocable to redeemable Class A common shares

Interest income on investments held in Trust Account

Unrealized loss from investments held in Trust Account

weighted average number of redeemable Class A common share

Basic and diluted net loss per redeemable Class A common share

Non-redeemable Class A and Class B common shares

net income (loss) minus redeemable net earnings

$ ( 1,743,727 )

Redeemable net loss

Non-redeemable net loss

$ ( 1,753,205 )

weighted average number of non-redeemable Class B common shares and Class A private placement shares

Non-redeemable Class A private placement and Class B common shares, basic and diluted

Basic and diluted net loss per non-redeemable Class A private placement and Class B common share

LIGHTS ACQUISITION CORP.

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Value of Financial Instruments

Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal

or most advantageous market.

When considering market participant assumptions in fair value measurements, the following fair value hierarchy

distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Unadjusted quoted prices for identical assets or instruments in active markets.

Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that

are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable.

Significant inputs into the valuation model are unobservable.

Company does not have any recurring Level 2 or Level 3 assets or liabilities.

The carrying value of the Company’s financial instruments

including its cash and accrued liabilities approximate their fair values principally because of their short-term nature.

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

Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their

short-term nature.

Value Measurements

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

between market participants at the measurement date.

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

used in measuring fair value.

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

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

These tiers include:

1, defined as observable inputs such as quoted prices for identical instruments in active markets;

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;

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 might be categorized within different levels of the fair value hierarchy.

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

that is significant to the fair value measurement.

Financial Instruments

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

For derivative financial instruments that are accounted

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Issued Accounting Standards

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

effect on the Company’s financial statements.

3 —Public Offering

August 2020, the FASB issued Accounting Standards Update (“ASU”) No.

2020-06, “Debt—Debt with Conversion and

Other Options(Subtopic 470- 0) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting

for convertible instruments by removing major separation models required under current U.S.

The ASU also removes certain settlement

conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted

earnings per share calculation in certain areas.

The Company adopted ASU 2020-06 on January 1, 2021.

Adoption of the ASU did not impact

the Company’s financial position, results of operations or cash flows.

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 financial statements.

3 — Public Offering

to the Initial Public Offering, the Company sold 11,500,000 Units at a purchase price of $ 10.00 per Unit.

Each Unit consists of one share

of the Company’s Class A common stock, $0.0001 par value, and one-half of one redeemable warrant (“Public Warrant”).

of the Company’s Class A common stock, $ 0.0001 par value, and one-half of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $ 11.50 per whole

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Private Placement Units are identical to the Units, except that (a) the Private Placement Units and their component securities will not

be transferable, assignable or saleable until the consummation of the Company’s initial business combination except to permitted

transferees and (b) the Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) may be exercised

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5 — Related Party Transactions

March 19, 2021, the Company issued an aggregate of 2,875,000 shares of Class B common stock (the “Founder Shares”) to the

Sponsor for an aggregate purchase price of $ 25,000 .

On March 24, 2021, the Sponsor transferred 10,000 shares to the Company’s Chief

Financial Officer and 10,000 shares to each of the Company’s three independent directors.

On March 24, 2021, the Sponsor transferred 10,000 shares to the Company’s Chief

Financial Officer and 10,000 shares to each of the Company’s three independent directors.

The Founder Shares which the Sponsor

and its permitted transferees will collectively own, on an as-converted basis, represent 20% of the Company’s issued and outstanding

and its permitted transferees will collectively own, on an as-converted basis, represent 20 % of the Company’s issued and outstanding

shares after the Initial Public Offering.

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completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or

similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash,

securities or other property.

Notwithstanding the foregoing, if the last reported sale price of the Company’s Class A common stock

equals or exceeds $ 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for

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will be released from the lock-up.

Related Party

Note — Related Party

February 26, 2021, the Sponsor committed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the Initial

Public Offering pursuant to a promissory note (the “Note”).

The Note was non-interest bearing and was payable on the earlier

of July 31, 2021 or the completion of the Initial Public Offering.

At March 31, 2021, we had not borrowed any amount under the Note.

order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor,

or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working

Capital Loans”).

At June 30, 2021, we had borrowed $ 92,737 under the Note, which was

repaid to Sponsor in full on July 7, 2021 .

order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor,

or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working

Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes would either be repaid upon consummation

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

of a Business Combination into units at a price of $10.00 per unit.

The Units will be identical to the Private Placement Units.

event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the

Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may, by resolution

of the Company’s board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times,

each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing

additional funds into the Trust Account as set out below.

Pursuant to the terms of the Company’s amended and restated certificate

of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order

for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or

designees, upon five business days advance notice prior to the applicable deadline, must deposit into the Trust Account $1,000,000, or

$1,150,000 if the underwriters’

over-allotment option is exercised in full ($0.10 per unit in either case), on or prior to the

date of the applicable deadline, for each of the available three month extensions, providing a total possible Business Combination period

of 18 months at a total payment value of $2,000,000, or $2,300,000 if the underwriters’

over-allotment option is exercised in full

($0.10 per unit in either case) (the “Extension Loans”).

Any such payments would be made in the form of non-interest bearing

If the Company completes its initial Business Combination, the Company will, at the option of the Sponsor, repay the Extension

Loans out of the proceeds of the Trust Account released to the Company or convert a portion or all of the total loan amount into units

at a price of $10.00 per unit, which units will be identical to the Private Placement Units.

If the Company does not complete a Business

Combination, the Company will repay such loans only from funds held outside of the Trust Account.

Furthermore, the letter agreement among

the Company and the Company’s officers, directors, and the Sponsor contains a provision pursuant to which the Sponsor will agree

to waive its right to be repaid for such loans to the extent there is insufficient funds held outside of the Trust Account in the event

that the Company does not complete a Business Combination.

The Sponsor and its affiliates or designees are not obligated to fund the

Trust Account to extend the time for the Company to complete the initial Business Combination.

The public stockholders will not be afforded

an opportunity to vote on the extension of time to consummate an initial Business Combination from 12 months to 18 months described above

or redeem their shares in connection with such extensions.

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

of notes may be converted upon consummation of

a Business Combination into units at a price of $ 10.00

The Units will be identical to the

Private Placement Units.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside

the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital

To date, the Company has no working capital loans outstanding.

If the Company anticipates

that it may not be able to consummate a Business Combination within 12 months, the Company may, by resolution of the Company’s

board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional

three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds

into the Trust Account as set out below.

Pursuant to the terms of the Company’s amended and restated certificate of incorporation

and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available

for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five

business days advance notice prior to the applicable deadline, must deposit into the Trust Account $ 1,150,000 since the underwriters’

over-allotment option is exercised in full ($ 0.10 per unit), on or prior to the date of the applicable deadline, for each of the available

three month extensions, providing a total possible Business Combination period of 18 months at a total payment value of $ 2,300,000 since

the underwriters’ over-allotment option is exercised in full ($ 0.10 per unit) (the “Extension Loans”).

Any such payments

would be made in the form of non-interest bearing loans.

If the Company completes its initial Business Combination, the Company will,

at the option of the Sponsor, repay the Extension Loans out of the proceeds of the Trust Account released to the Company or convert a

portion or all of the total loan amount into units at a price of $ 10.00 per unit, which units will be identical to the Private Placement

If the Company does not complete a Business Combination, the Company will repay such loans only from funds held outside of the

Trust Account.

Furthermore, the letter agreement among the Company and the Company’s officers, directors, and the Sponsor contains

a provision pursuant to which the Sponsor will agree to waive its right to be repaid for such loans to the extent there is insufficient

funds held outside of the Trust Account in the event that the Company does not complete a Business Combination.

The Sponsor and its affiliates

or designees are not obligated to fund the Trust Account to extend the time for the Company to complete the initial Business Combination.

The public stockholders will not be afforded an opportunity to vote on the extension of time to consummate an initial Business Combination

from 12 months to 18 months described above or redeem their shares in connection with such extensions.

LIGHTS ACQUISITION CORP.

3 unchanged sentences

Support Agreement

on the date of the Initial Public Offering and until completion of the Company’s Business Combination or liquidation, the Company

may reimburse Luminous Capital Inc., an affiliate of the Sponsor, up to an amount of $ 10,000 per month for office space, secretarial

and administrative support.

Through March 31, 2021, no support fees were incurred.

Through June 30, 2021, $ 10,000 support fees were incurred.

6 — Commitments and Contingencies

5 unchanged sentences

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

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

registration rights with respect to registration statements

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

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

3 unchanged sentences

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

Company granted the underwriter a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments at the Initial

Public Offering price, less the underwriting discounts and commissions.

underwriter was paid a cash underwriting discount of two percent (1.50%) of the gross proceeds of the Initial Public Offering, or $1,725,000.

Company granted the underwriter a 45-day option to purchase up to 1,500,000

additional Units to cover over-allotments at

the Initial Public Offering price, less the underwriting discounts and commissions.

The underwriter’s over-allotment

option was exercised in full on June 28, 2021.

underwriter was paid a cash underwriting discount of 1.50 % of the gross proceeds of the Initial Public Offering, or $ 1,725,000 .

In addition, the underwriter is entitled to a deferred fee of three and a half percent ( 3.50 %) of the gross proceeds of the Initial Public

11 unchanged sentences

7 – Warrant Liability

June 30, 2021 the Company has 5,750,000 Public Warrants and the 264,088 Private Placement Warrants, respectively, outstanding.

Warrants may only be exercised for a whole number of shares.

18 unchanged sentences

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

issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Company’s initial business

combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company

will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis”

in accordance with

will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with

Section 3(a)(9) of the Securities Act or another exemption..

Notwithstanding the above, if the Company’s shares of Class A common

stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition

of a “covered security”

under Section 18(b)(1) of the Securities Act, it may, at its option, require holders of Public Warrants

who exercise their warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act and,

of a “covered security” under Section 18(b)(1) of the Securities Act, it may, at its option, require holders of Public Warrants

who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and,

in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event

4 unchanged sentences

of warrants when the price per Class A common stock equals or exceeds $18.00.

Once the warrants become exercisable, the Company

may redeem the Public Warrants:

Once the warrants become exercisable, the Company may redeem

the Public Warrants:

whole and not in part;

a price of $ 0.01 per Public Warrant;

not less than 30 days’

prior written notice of redemption to each warrant holder;

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

and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits,

8 unchanged sentences

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

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

as described in the warrant agreement.

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

The exercise price and number of shares

4 unchanged sentences

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

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds

held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive

any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the

warrants may expire worthless.

The Placement Warrants were identical to the Public Warrants underlying the Units being sold in the Proposed

Public Offering, except that the Placement Warrants and the Class A common stock issuable upon the exercise of the Placement Warrants

will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited

Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held

by the initial purchasers or their permitted transferees.

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

or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same

basis as the Public Warrants.

addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes

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

share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board

of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held

by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross

proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of

the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions),

and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the

trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”)

is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher

of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the

nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger

price described above will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price.

Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that

If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in

the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution

from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire

In addition, if

(x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection

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

A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors

and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor

or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from

such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s

initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume

weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior

to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20

per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market

Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent)

to be equal to 180% of the greater of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described

above will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price.

Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that

the Placement Warrants and the Class A common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable

4 unchanged sentences

Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

March 31, 2021, there were no Public Warrants nor Placement Warrants outstanding.

Company will account for the aggregate 6,014,088 warrants issued in connection with the Initial Public Offering (the 5,750,000 Public

Warrants and the 264,088 Placement Warrants) in accordance with the guidance contained in ASC 815-40.

Company accounted for the aggregate 6,014,088 warrants issued in connection with the Initial Public Offering (the 5,750,000 Public Warrants

and the 264,088 Placement Warrants) in accordance with the guidance contained in FASB ASC Topic 815-40.

Such guidance provides that because

the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

Accordingly, the

Company will classify each warrant as a liability at its fair value, with the change in fair value recognized in the Company’s

statement of operations.

the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability due to the existence

of provisions whereby adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value

of a ‘‘fixed-for-fixed’’ option and the existence of the potential for net cash settlement for the warrant holders

(but not all common stockholders) in the event of a tender offer.

accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of

the Initial Public Offering.

Accordingly, the Company classified each warrant as a liability at its fair value and the warrants were

allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation.

This liability is subject to remeasurement at each balance sheet date.

With each such re-measurement, the warrant liability will be adjusted

to fair value, with the change in fair value recognized in the Company’s statement of operations.

The Company will reassess the

classification at each balance sheet date.

If the classification changes as a result of events during the period, the warrants will be

reclassified as of the date of the event that causes the reclassification

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Stockholders’

Stock —

The Company is authorized to issue 1,250,000 preferred shares with a par value of $0.0001 per share with such designation,

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

At March 31, 2021, there were

8 – Stockholders’ Equity

Stock — The Company is authorized to issue 1,250,000 preferred shares with a par value of $ 0.0001 per share with such designation,

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

At June 30, 2021, there were

no preferred shares issued or outstanding.

A Common Stock —

The Company is authorized to issue up to 125,000,000 shares of Class A common stock with a par value of

A Common Stock — The Company is authorized to issue up to 125,000,000 shares of Class A common stock with a par value of

$ 0.0001 per share.

Holders of the Company’s Class A common stock are entitled to one vote for each share.

At March 31, 2021, there

were no shares of Class A common stock issued or outstanding.

B Common Stock —

The Company is authorized to issue up to 12,500,000 shares of Class B common stock with a par value of

Holders of the Company’s Class A common stock are entitled to one vote for each share.

At June 30, 2021, there

were 1,514,656 shares of Class A common stock issued or outstanding, excluding 10,513,519 shares of Class A common stock subject to possible

B Common Stock — The Company is authorized to issue up to 12,500,000 shares of Class B common stock with a par value of

$ 0.0001 per share.

Holders of the Company’s Class B common stock are entitled to one vote for each share.

On March 24, 2021, the

Sponsor transferred 10,000 shares to the Company’s Chief Financial Officer and 10,000 shares to each of the Company’s three

independent directors.

At March 31, 2021, there were 2,875,000 shares of Class B common stock issued and outstanding.

At June 30, 2021, there were 2,875,000 shares of Class B common stock issued and outstanding.

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

13 unchanged sentences

after completion of its Business Combination.

9 – Fair Value Measurements

following table presents information about the Company’s assets and derivative warrant liabilities that are measured at fair value

on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized

to determine such fair value:

of Fair Value Assets and Liabilities Measured on Recurring Basis

Quoted Prices in Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Marketable securities held in Trust Account

$ 117,290,522

Warrant Liabilities:

Public Warrants

Private Placement Warrants

to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.

There were no changes in the measurements during the three months ended June 30, 2021.

June 30, 2021, assets held in the Trust Account were comprised of $ 509 in cash and $ 117,290,013 in a mutual fund invested in U.S.

LIGHTS ACQUISITION

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

9 – Fair Value Measurements (Continued)

Company recognized $ 5,031,474 for the derivative warrant liabilities upon their issuance on June 28, 2021.

The Sponsor paid an aggregate

of $ 5,852,750 for Private Placement Warrants with an initial aggregate fair value of $ 224,474 .

The excess purchase price over the initial

fair value on the private placement closing date is recognized as a capital contribution from the Sponsor.

Company utilizes a binomial Monte-Carlo simulation to estimate the fair value of the warrants at each reporting period for warrants

that are not actively traded, which at June 30, 2021 included both the Public and Private Placement Warrants.

The estimated fair

value of the derivative warrant liabilities is determined using Level 3 inputs.

Inherent in a binomial Monte Carlo simulation are

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

estimates the volatility of its common stock based on historical volatility of select peer companies 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.

The dividend rate is based on the historical rate, which the Company anticipates remaining at

following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:

of Level 3 Fair Value Measurement Inputs

June 28, 2021

June 30, 2021

Exercise price

Expected term (years)

Probability of Acquisition

Risk-free rate

Dividend yield (per share)

change in the fair value of the derivative warrant liabilities for the period from February 26, 2021 (inception) through June 30, 2021

is summarized as follows:

of Derivative Warrant Liabilities

value as of June 28, 2021 (Initial Public Offering)

in valuation inputs or other assumptions (1)

value as of June 30, 2021

Changes in valuation inputs or other

assumptions are recognized in change in fair value of warrant liability in the statement of operations

Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations.

10 – Subsequent Events

2 unchanged sentences

that would have required adjustment or disclosure in the financial statement.

June 28, 2021, the Company completed its initial public offering of 11,500,000 units, including the issuance of 1,500,000 Units as a

result of the underwriter’s full exercise of its over-allotment option.

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

to the “Company,”

“us,”

“our”

or “we”

refer Northern Lights Acquisition Corp.

The following

discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited Condensed

Consolidated financial statements and related notes included herein.

Note Regarding Forward-Looking Statements

statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements under “Management’s

Discussion and Analysis of Financial Condition and Results of Operations”

regarding the Company’s financial position, business

strategy and the plans and objectives of management for future operations, are forward- looking statements.

When used in this Form 10-Q,

words such as “anticipate,”

“believe,”

“estimate,”

“expect,”

“intend”

similar expressions, as they relate to us or the Company’s management, identify forward-looking statements.

Such forward-looking

statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s

Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain

factors detailed in our filings with the SEC.

All subsequent written or oral forward-looking statements attributable to us or persons

acting on the Company’s behalf are qualified in their entirety by this paragraph.

Company is a blank check company formed under the laws of the State of Delaware on February 26, 2021 for the purpose of effecting a merger,

share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

intends to effectuate its initial Business Combination using cash from the proceeds of Public Offering and the Private Placement, the

proceeds of the sale of our securities in connection with our initial Business Combination, our shares, debt or a combination of cash,

stock and debt.

issuance of additional shares in connection with an initial Business Combination to the owners of the target or other investors:

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

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

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

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

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

and directors;

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

seeking to obtain control of us;

adversely affect prevailing market prices for our Class A common stock and/or warrants.

if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, 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 security is payable on demand;

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

financing while the debt security is outstanding;

inability to pay dividends on our common stock;

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

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

corporate purposes;

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

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

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

of our strategy;

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

expect to continue to incur significant costs in the pursuit of our initial Business Combination plans.

We cannot assure you that our

plans to raise capital or to complete our initial Business Combination will be successful.

of Operations

have neither engaged in any operations nor generated any revenues to date.

Our only activities from inception to March 31, 2021 were

organizational activities, those necessary to prepare for the Initial Public Offering (“Initial Public Offering”) and identifying

a target company for a business combination.

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

We expect to generate non-operating income in the form of interest income on cash and marketable securities held after the

Initial Public Offering.

We expect that we will incur increased expenses as a result of being a public company (for legal, financial

reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a business combination.

the period from February 26, 2021 (inception) through March 31, 2021, we had a net loss of $795, which consisted of formation costs of

and Capital Resources

June 28, 2021, we consummated the Initial Public Offering of 11,500,000 Units, which includes the full exercise by the underwriter of

the over-allotment option to purchase 1,500,000 Units at $10.00 per Unit, generation gross proceeds of $115,000,000.

Simultaneously with

the closing of the Initial Public Offering, we consummated the sale of 528,175 Private Placement Units at $10.00 per Private Placement

Unit to our Sponsor, generation gross proceeds of $5,281,750.

costs of the Initial Public Offering amounted to $6,263,677 consisting of $1,725,000 of underwriting fees, $4,025,000 of deferred underwriting

fees (see Note 5) and $513,677 of other costs.

of March 31, 2021, we had available to us $25,000 of cash on our balance sheet and a working capital deficit of $52,959 We intend to

use the funds held outside of the Trust Account for identifying and evaluating prospective acquisition candidates, performing business

due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target

businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to

acquire and structuring, negotiating and consummating the Business Combination.

The interest income earned on the investments in the

Trust Account are unavailable to fund operating expenses.

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

of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

If the Company completes the Business Combination, the Company would repay such loaned amounts.

In the event that

the Business Combination does not close, the Company 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 $1,500,000 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 Placement Units issued

to the Sponsor.

The terms of such loans by the Company’s officers and directors, if any, have not been determined and no written

agreements exist with respect to such loans.

The Company does not expect to seek loans from parties other than the Sponsor or its directors

or officers or their respective affiliates as it does 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.

the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may, by resolution

of the Company’s board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times,

each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing

additional funds into the Trust Account as set out below.

Pursuant to the terms of the Company’s amended and restated certificate

of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order

for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or

designees, upon five business days advance notice prior to the applicable deadline, must deposit into the Trust Account $1,000,000, or

$1,150,000 if the underwriters’

over-allotment option is exercised in full ($0.10 per unit in either case), on or prior to the

date of the applicable deadline, for each of the available three month extensions, providing a total possible Business Combination period

of 18 months at a total payment value of $2,000,000, or $2,300,000 if the underwriters’

over-allotment option is exercised in full

($0.10 per unit in either case) (the “Extension Loans”).

Any such payments would be made in the form of non-interest bearing

If the Company completes its initial Business Combination, the Company will, at the option of the Sponsor, repay the Extension

Loans out of the proceeds of the Trust Account released to the Company or convert a portion or all of the total loan amount into units

at a price of $10.00 per unit, which units will be identical to the Private Placement Units.

If the Company does not complete a Business

Combination, the Company will repay such loans only from funds held outside of the Trust Account.

Furthermore, the letter agreement among

the Company and the Company’s officers, directors, and the Sponsor contains a provision pursuant to which the Sponsor will agree

to waive its right to be repaid for such loans to the extent there is insufficient funds held outside of the Trust Account in the event

that the Company does not complete a Business Combination.

The Sponsor and its affiliates or designees are not obligated to fund the

Trust Account to extend the time for the Company to complete the initial Business Combination.

The public stockholders will not be afforded

an opportunity to vote on the extension of time to consummate an initial Business Combination from 12 months to 18 months described above

or redeem their shares in connection with such extensions.

Sheet Financing Arrangements

have no obligations, assets or liabilities which would be considered off-balance sheet arrangements.

We do not participate in transactions

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

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

have not entered any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments

of other entities, or entered any non-financial assets.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

Commencing on the date

of the prospectus and until completion of the Company’s Business Combination or liquidation, the Company may reimburse Luminous

Capital Inc., an affiliate of the Sponsor, up to an amount of $10,000 per month for office space, secretarial and administrative support.

Underwriter was paid a cash underwriting fee of 1.5% of gross proceeds of the Public Offering, or $1,725,000.

In addition, the Underwriter

is entitled to aggregate deferred underwriting commissions of $4,025,000 consisting of 3.5% of the gross proceeds of the Public Offering.

The deferred underwriting commissions will become payable to the Underwriter from the amounts held in the Trust Account solely in the

event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

Accounting Policies

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

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

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

Actual results could materially differ from those estimates.

The Company has identified the following as its critical accounting policies:

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

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

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

estimates requires management to exercise significant judgment.

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

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

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

Accordingly, the actual results could differ

significantly from those estimates.

Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal

or most advantageous market.

When considering market participant assumptions in fair value measurements, the following fair value hierarchy

distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Unadjusted quoted prices for identical assets or instruments in active markets.

Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that

are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable.

Significant inputs into the valuation model are unobservable.

Company does not have any recurring Level 2 or Level 3 assets or liabilities.

The carrying value of the Company’s financial instruments

including its cash and accrued liabilities approximate their fair values principally because of their short-term nature.

Loss Per Share of Common Stock

loss per share of common stock is computed by dividing net income (loss) applicable to common stockholders by the weighted average number

of shares of common stock outstanding during the period.

Consistent with FASB 480, shares subject to possible redemption, as well as

their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of

loss per share of common stock for the three months March 31, 2021.

Such shares, if redeemed, only participate in their pro rata share

of trust earnings.

Diluted loss per share includes the incremental number of shares of common stock to be issued to settle warrants,

as calculated using the treasury method.

For the period from February 26, 2021 (inception) through March 31, 2021, the Company did not

have any dilutive warrants, securities or other contracts that could potentially, be exercised or converted into common stock.

diluted loss per share of common stock is the same as basic loss per share of common stock for all periods presented.

Financial Instruments

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

For derivative financial instruments that are accounted

for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each

reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments,

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

Derivative liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement or conversion

of the instrument could be required within 12 months of the balance sheet date.

stock subject to possible redemption

Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification

(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

Common stock subject to mandatory redemption (if

any) is classified as a liability instrument and is measured at fair value.

Conditionally redeemable common stock (including common stock

that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of events

not solely within the Company’s control) is classified as temporary equity.

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

The Company’s common stock features certain redemption rights that are outside of the Company’s control and subject

to occurrence of uncertain future events.

Accordingly, at March 31, 2021, as there are no shares of Class A Common Stock outstanding,

no shares of Class A Common Stock are subject to possible redemption.

Accounting Pronouncements

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 financial statements.

July 7, 2021, $ 92,737 borrowed from promissory note has been repaid in full.

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 1. Financial Statements