What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-11-15 compared with 2021-08-13 · 363 added, 273 removed, 487 unchanged (57% of the section changed)

3 unchanged sentences

current assets

Prepaid insurance

Total current assets

Investments held in Trust Account

held in Trust Account

$ 117,973,836

LIABILITIES AND STOCKHOLDERS’ EQUITY

AND STOCKHOLDERS’ DEFICIT

current liabilities

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)

Class A common stock subject to possible redemption;

10,513,519 shares at redemption value

Stockholders’ Equity

Preferred stock, $ 0.0001 par value;

underwriter fee payable

and Contingencies (Note 6)

A common stock subject to possible redemption;

11,500,000 shares at redemption value of $ 10.20

Stockholders’

stock, $ 0.0001 par value;

1,250,000 shares authorized;

none issued and outstanding

Class A common stock, $ 0.0001 par value;

A common stock, $ 0.0001 par value;

125,000,000 shares authorized;

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

Class B common stock, $ 0.0001 par value;

528,175 issued and outstanding, excluding 11,500,000 shares subject

to redemption

B common stock, $ 0.0001 par value;

12,500,000 shares authorized;

2,875,000 issued and outstanding

Additional paid in capital

Accumulated deficit

Common stock, value

paid in capital

( 6,210,628 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

stockholders’ deficit

( 6,210,287 )

liabilities and stockholders’ deficit

$ 117,973,836

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

1 unchanged sentence

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

the Period from

and operating costs

$ ( 244,329 )

$ ( 255,229 )

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

from operations

income and expense:

gain from marketable securities held in Trust Account

in fair value of warrant liability

costs allocated to warrants

average shares outstanding of Class A common stock subject to redemption

and diluted net income per common stock subject to redemption

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

and diluted net income per common stock not subject to redemption

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

1 unchanged sentence

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

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

the Period from February 26, 2021 (Inception) Through September 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

- February 26, 2021 (inception)

of Class B Common stock to Sponsor

– March 31, 2021

Sale of IPO Units, net of offering

Deferred underwriter fee

of IPO Units, net of offering costs

underwriter fee

( 4,025,000 )

Warrant liabilities

( 5,031,474 )

Initial shares

subject to possible redemption

measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 (1)

( 11,500,000 )

1 unchanged sentence

( 8,026,904 )

in shares subject to possible redemption

( 117,300,000 )

( 1,743,727 )

– June 30, 2021

1 unchanged sentence

( 9,771,084 )

( 9,771,425 )

( 9,771,084 )

– September 30, 2021

$ ( 6,210,628 )

$ ( 6,210,287 )

$ ( 6,210,628 )

$ ( 6,210,287 )

include restatement for presentation of redeemable shares (see Note 2).

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

1 unchanged sentence

STATEMENT OF CASH FLOWS

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:

Prepaid insurance

payable and accrued expenses

Net cash used in operating activities

Cash flows from investing activities:

Investment of cash in Trust Account

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

flow from operating activities:

to reconcile net income to net cash used in operating activities:

gain from securities held in Trust Account

costs allocated to warrants

in fair value of warrant liabilities

( 2,321,752 )

Net cash used in investing activities

in operating assets and liabilities:

cash used in operating activities

flows from investing activities:

of cash in Trust Account

( 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

Net change in cash

Cash at the beginning of the period

Cash at the end of the period

Supplemental disclosure of non-cash financing activities:

Deferred underwriting fee payable

Initial classification of common stock subject to possible redemption

cash used in investing activities

( 117,300,000 )

Change in value of common stock subject to possible redemption

flow from financing activities:

from issuance of Class B common stock to Sponsor

from sale of Units, net of underwriting discount paid

from sale of private placement units

of offering costs

cash provided by financing activities

change in cash

at the beginning of the period

at the end of the period

disclosure of non-cash financing activities:

underwriting fee payable

classification of Class A common stock subject to redemption

$ 117,300,000

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

classification of warrant liabilities

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

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

8 unchanged sentences

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

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

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

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

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

September 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.

18 unchanged sentences

stockholders, as described below.

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

underwriting commissions, and $ 513,677 was for other offering costs.

costs of the Initial Public Offering amounted to $ 6,263,677 , of which $ 1,725,000 was for underwriting fees paid at the time of the

IPO, $ 4,025,000 was for deferred underwriting commissions, and $ 513,677 was for other offering costs.

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

As of September 30, 2021, we have available to us $ 330,240 of cash on our balance sheet and a working capital of $ 512,844 .

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

27 unchanged sentences

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 $ 2,300,000 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,

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned

on the funds held in the Trust Account and not previously released to the Company to pay 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’

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, at a

per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the

funds held in the Trust Account and not previously released to the Company to pay 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)

12 unchanged sentences

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

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

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

19 unchanged sentences

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

of time, which is considered to be one year from the issuance date of the financial statements.

The Company has since completed its Initial

Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was

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

a Business Combination or one year from this filing and therefore substantial doubt has been alleviated.

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.

of September 30, 2021, the Company had $ 330,240 in cash and working capital of $ 512,844 .

As described above, on June 28, 2021 the Company

closed its IPO of 11,500,000 Units at $ 10.00 per Unit, generating gross proceeds of $ 115.0 million, and also consummated the Private

Placement of 528,175 Private Placement units to the Sponsor at a purchase price of $ 10.00 per Private Placement unit, generating gross

proceeds of $ 5,281,750 .

Company’s liquidity needs prior to the consummation of its IPO were satisfied through the proceeds of $ 25,000 from the sale of

the Founder Shares and proceed from the promissory note from sponsor of $ 92,737 , which was repaid upon closure of the IPO.

to the IPO, the Company’s liquidity will be satisfied through a portion of the net proceeds from IPO held outside of the Trust

on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs

through the earlier of the consummation of a Business Combination or one year from this filing.

Over this time period, the Company will

be using the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, identifying and evaluating

prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures,

selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

does not believe it will need to raise additional funds in order to meet the expenditures required for operating the business.

if the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an

Initial Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to

operate the business prior to the Initial Business Combination.

Moreover, the Company may need to obtain additional financing either

to complete the Initial Business Combination or to redeem a significant number of our public shares upon completion of the Initial Business

Combination, in which case the Company may issue additional securities or incur debt in connection with such Initial Business Combination.

If the Company is unable to complete an Initial Business Combination because it does not have sufficient funds available, it will be

forced to cease operations and liquidate the Trust Account.

is no assurance that the Company’s plans to consummate an Initial Business Combination will be successful within the Combination

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

and Uncertainties

4 unchanged sentences

that might result from the outcome of this uncertainty.

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Restatements of Previously Issued Financial Statements

accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption

provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent

The Company had previously classified 10,197,129

shares and 10,513,519 shares of Class A common stock in temporary equity on June 28, 2021 and June 30, 2021.

the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public

shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 .

reviewed the Company’s initial application of ASC 480-10-S99-3A to its accounting classification of public shares and determined

that the public shares include certain redemption provisions outside of the Company’s control that require the public shares to

be presented as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial business

accordance with SEC Staff Accounting Bulletin No.

99, “Materiality,” and SEC Staff Accounting Bulletin No.

108, “Considering

the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated

the changes and has determined that the related impact was material to any previously presented financial statements.

Therefore, the

Company, in consultation with its Audit Committee, concluded that its previously issued financial statements should be restated

to report all public shares as temporary equity.

As such the Company is reporting upon restatements to those periods in this Quarterly

following tables summarize the effect of the restatements on Balance Sheet line items as of June 11, 2021 and June 30, 2021, Statement

of Operations, Statement of Changes in Stockholders’ Equity and Statement of Cash Flow line items as of June 30, 2021, indicated:

of Company Balance Sheets and Earnings per Share

previously reported

of June 28, 2021

previously reported

Balance Sheet:

A common stock subject to possible redemption;

Stockholders’

Equity/ (Deficit)

A common stock, $ 0.0001 par value;

B common stock $ 0.0001 par value;

paid-in capital

( 5,262,250 )

( 8,026,904 )

( 8,289,624 )

Stockholder’s Equity

( 13,289,285 )

( 8,289,284 )

Liabilities and Stockholder’s Equity

$ 118,588,822

of Class A common stock subject to possible redemption

previously reported

of June 30, 2021

previously reported

Balance Sheet:

A common stock subject to possible redemption;

Stockholders’

Equity/ (Deficit)

A common stock, $ 0.0001 par value;

B common stock, $ 0.0001 par value;

paid-in capital

( 6,744,084 )

( 1,744,522 )

( 8,026,903 )

( 9,771,425 )

Stockholder’s Equity

( 14,771,085 )

( 9,771,084 )

Liabilities and Stockholder’s Equity

$ 118,579,327

Statement of Operations:

average shares outstanding of Class A common stock subject to redemption

and diluted net income per common stock

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

and diluted net income per common stock

Statement of Changes in Stockholders’ Equity:

Initial shares subject to possible redemption

( 104,010,715 )

Change in shares subject to possible redemption

( 1,481,801 )

Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99

( 117,300,000 )

Statement of Cash Flows:

Initial classification of common stock subject to possible redemption

( 104,010,715 )

Change in shares subject to possible redemption

( 1,481,801 )

Initial classification of Class A Common Stock Subject to Redemption

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

3 — Summary of Significant Accounting Policies

10 unchanged sentences

of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

2 — Summary of Significant Accounting Policies (Continued)

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

22 unchanged sentences

equivalents are carried at cost, which approximates fair value.

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.

The Company had $ 330,240 in cash and no cash equivalents as of September

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

11 unchanged sentences

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

as of June 30, 2021.

as of September 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 June 30, 2021.

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

LIGHTS ACQUISITION CORP.

7 unchanged sentences

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.

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

8 unchanged sentences

and subject to occurrence of uncertain future events.

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.

September 30, 2021, there are 528,175 shares of Class A Common Stock in Private Placement Unit (Note 5) outstanding.

shares of Class A Common Stock are subject to possible redemption.

it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption

value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable,

if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur

and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected

to recognize the changes immediately.

The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings,

or in absence of retained earnings, additional paid-in capital).

of September 30, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table:

of Common Stock Reflected on the Balance Sheets

of September 30, 2021

$ 115,000,000

allocated to public warrants

( 5,031,474 )

allocated to shares not subject to redemption

costs related to Class A common stock

( 6,263,677 )

of carrying value to redemption value

A common stock subject to possible redemption

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Concentration

4 unchanged sentences

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

Loss Per Share

Income Per Share

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

2 unchanged sentences

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.

Net income per share, basic and diluted, for Class

A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, if any, by the weighted average

number of Class A redeemable common stock shares outstanding.

Net loss per share, basic and diluted, for Class A and Class B non-redeemable

common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock shares, by the

weighted average number of Class A and Class B non-redeemable common stock shares outstanding for the period.

Non-redeemable Class A

and Class B common stock shares includes the Founder Shares and non-redeemable common stock shares as these shares do not have any redemption

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

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

The contractual formula utilized to calculate the redemption

amount approximates fair value.

The Class feature to redeem at fair value means that there is effectively only one class of stock.

in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation.

Net income per common

share is computed by dividing the pro rata net loss between the redeemable shares and the non-redeemable shares by the weighted average

number of common shares outstanding for each of the periods.

The calculation of diluted income per common stock does not consider the

effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future

events and the inclusion of such warrants would be anti-dilutive.

The warrants are exercisable for 6,014,088 shares of common stock in

the aggregate.

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

the Period from February 26, 2021 (inception)

Class A common stock subject to possible redemption

earnings allocable to redeemable Class A common stock subject to possible redemption

weighted average number of redeemable Class A common stock

and diluted net income per redeemable Class A common stock

Non-redeemable

Class A and Class B common stock

net income allocable to non-redeemable Class A and Class B common stock

weighted average number of non-redeemable Class A and Class B common stock

Non-redeemable

Class A private placement and Class B common shares, basic and diluted

and diluted net income per non-redeemable Class and Class B common stock

LIGHTS ACQUISITION CORP.

40 unchanged sentences

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.

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

retrospective basis, with early adoption permitted beginning on January 1, 2021.

The Company is currently assessing the impact, if any,

that ASU 2020-06 would have on its financial position, results of operations or cash flows.

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.

4 — Public Offering

39 unchanged sentences

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

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

repaid to Sponsor in full on July 7, 2021 .

At September 30, 2021, there is no outstanding balance under

the Promissory Note.

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

3 unchanged sentences

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

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

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.

To date, the Company

has no working capital loans outstanding.

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 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.

11 unchanged sentences

and administrative support.

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

Through September 30, 2021, $ 40,000 support fees were incurred.

7 — Commitments and Contingencies

11 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.

The underwriter’s over-allotment

option was exercised in full on June 28, 2021.

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

Offering, or $ 4,025,000 .

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

or $ 4,025,000 .

The deferred fee was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination,

9 unchanged sentences

8 – Warrant Liability

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

September 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.

58 unchanged sentences

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.

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

28 unchanged sentences

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.

At September 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

1 unchanged sentence

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

At September 30, 2021,

there were 528,175 shares of Class A common stock issued or outstanding, excluding 11,500,000 shares of Class A common stock subject

to possible redemption.

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

4 unchanged sentences

independent directors.

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

At September 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,

15 unchanged sentences

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

on a recurring basis as of September 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

Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis

Prices in Active Markets

Other Observable Inputs

Other Unobservable Inputs

securities held in Trust Account

$ 117,311,591

Warrant Liabilities:

Public Warrants

Private Placement Warrants

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

The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurements during the

three months ended September 30, 2021 .

Warrants are measured at fair value on a recuring basis.

The Public Warrants were initially valued using a Modified Monte Carlo Simulation.

As of September 30, 2021, the Public warrants were valued using the instrument’s publicly listed trading price as of the balance

sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market.

September 30, 2021, assets held in the Trust Account were comprised of $ 509 in cash and $ 117,311,082 in a mutual fund invested in U.S.

Treasury Securities.

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

5 unchanged sentences

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.

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.

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

in a binomial Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate

and dividend yield.

The Company 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

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 zero.

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)

Schedule of Level 3 Fair Value Measurement Inputs

and Private Warrant)

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

Dividend yield (per

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

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)

Schedule of Derivative Warrant Liabilities

Fair value as

of June 28, 2021 (Initial Public Offering)

Change 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.

in valuation inputs or other assumptions (1)(2)

( 3,522,788 )

( 3,784,058 )

value as of September 30, 2021

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

are due to the use of quoted prices in an active market (Level 1) and the use of unobservable inputs based on assessment of the assumptions

(Level 3) for Public Warrants (after becoming actively traded) and Private Placement Warrants, respectively.

11 – Subsequent Events

2 unchanged sentences

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

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