What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-05-16 compared with 2021-11-15 · 381 added, 351 removed, 499 unchanged (59% of the section changed)

1 unchanged sentence

LIGHTS ACQUISITION CORP.

BALANCE SHEET

BALANCE SHEETS

Current Assets

held in Trust Account

Prepaid expense

Prepaid insurance

Total current assets

Noncurrent assets

Prepaid insurance – noncurrent portion

Deferred offering costs

Investments held in Trust Account

$ 117,744,913

AND STOCKHOLDERS’ DEFICIT

$ 117,846,030

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities

underwriter fee payable

and Contingencies (Note 6)

A common stock subject to possible redemption;

Accrued expenses

Franchise tax payable

Total current liabilities

Warrant liabilities

Deferred underwriter fee payable

Total liabilities

Commitments and Contingencies (Note 6)

Class A Common Stock subject to possible redemption;

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

Stockholders’

stock, $ 0.0001 par value;

Stockholders’ Deficit

Preferred stock, $ 0.0001 par value;

1,250,000 shares authorized;

none issued and outstanding

A common stock, $ 0.0001 par value;

Class A Common Stock, $ 0.0001 par value;

125,000,000 shares authorized;

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

to redemption

B common stock, $ 0.0001 par value;

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

Class B common stock, $ 0.0001 par value;

12,500,000 shares authorized;

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Common Stock Value

paid in capital

Accumulated deficit

( 5,997,198 )

stockholders’ deficit

( 6,781,746 )

liabilities and stockholders’ deficit

Total stockholders’ deficit

( 5,996,857 )

( 6,781,405 )

Total liabilities and stockholders’ deficit

$ 117,744,913

$ 117,846,030

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

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STATEMENTS OF OPERATIONS

the Period from

and operating costs

$ ( 244,329 )

$ ( 255,229 )

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

For the Period from

February 26, 2021

March 31, 2022

March 31, 2021

Formation and operating costs

Franchise tax expenses

Loss from operations

Other income and expense:

Unrealized gain from marketable securities held in Trust Account

Change in fair value of warrant liabilities

Net income (loss)

Weighted average shares outstanding of Class A Common Stock subject to redemption

Basic and diluted net income per common stock subject to redemption

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

Basic and diluted net income per common stock not subject to redemption

the period from February 26, 2021 through March 31, 2021, excludes an aggregate of 375,000

shares of Class B common stock subject to forfeiture to the extent that the underwriter’s

over allotment was not exercised in full or in part.

The over-allotment was exercised in

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

LIGHTS ACQUISITION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

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

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Stockholders’

- February 26, 2021 (inception)

of Class B Common stock to Sponsor

– March 31, 2021

of IPO Units, net of offering costs

underwriter fee

( 4,025,000 )

( 5,031,474 )

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

( 11,500,000 )

( 109,271,946 )

( 8,026,904 )

( 117,300,000 )

( 1,743,727 )

– June 30, 2021

( 9,771,425 )

( 9,771,084 )

( 9,771,425 )

( 9,771,084 )

– September 30, 2021

Balance – January 1, 2022

$ ( 6,781,746 )

$ ( 6,781,405 )

Balance – March 31, 2022

$ ( 5,997,198 )

$ ( 5,996,857 )

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

Total Stockholders’

Balance - February 26, 2021 (inception)

Beginning balance, value

Issuance of Class B Common stock to Sponsor

Net income loss

Balance – March 31, 2021

Ending balance, value

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

that the underwriters’ over-allotment was not exercised in full or in part.

The over-allotment

was exercised in full.

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 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 )

in operating assets and liabilities:

cash used in operating activities

flows from investing activities:

of cash in Trust Account

( 117,300,000 )

cash used in investing activities

( 117,300,000 )

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

March 31, 2022

For the Period from

February 26, 2021

(Inception) through

March 31, 2021

Cash flow from operating activities:

Net income (loss)

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

Unrealized gain from securities held in Trust Account

Change in fair value of warrant liabilities

( 1,503,219 )

classification of warrant liabilities

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

Changes in operating assets and liabilities:

Prepaid insurance

Prepaid expense

Franchise tax payable

Accrued expense

Net cash used in operating activities

Cash flow from financing activities:

Proceeds from issuance of Class B common stock to Sponsor

Payment of offering costs

Net cash (used in) 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:

Accrued deferred offering costs

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

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

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

of March 31, 2022, the Company had not yet commenced any operations.

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

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.

The Company has selected December

31 as its fiscal year end.

March 31, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”),

and, since the closing of the initial public offering, the Company has entered into a unit purchase agreement and a securities purchase

agreement (as described below), and continued 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.

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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.

Placement Units”) at a price of $ 10.00 per unit in a private placement to 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

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stockholders, as described below.

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.

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

As of March 31, 2022, we have available to us $ 47,885 of cash on our balance sheet and working capital deficit of $ 821,478 .

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

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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

February 11, 2022, the Company and 5AK, LLC (our “Sponsor”) entered into a definitive unit purchase agreement (the “Unit

Purchase Agreement”) with SHF, LLC d/b/a Safe Harbor Financial, a Colorado limited liability company (“SHF”), SHF Holding

Co., LLC, the sole member of SHF (the “Seller”), and Partner Colorado Credit Union, the sole member of the Seller (“PCCU”).

Pursuant to the Unit Purchase Agreement, upon the closing (the “Closing”) of the Business Combination, we will purchase all

of the issued and outstanding membership interests of SHF in exchange for an aggregate of $ 185,000,000 , consisting of (i) 11,386,139

shares of Class A Common Stock with an aggregate value equal to $ 115,000,000 and (b) $ 70,000,000 in cash.

with entering into the Unit Purchase Agreement, we entered into a securities purchase agreement (a “Securities Purchase Agreement”)

with certain investors (collectively, the “PIPE Investors”), pursuant to which, among other things, the PIPE Investors agreed

to subscribe for and purchase, and we agreed to issue and sell to the PIPE Investors, an aggregate of 60,000 shares (the “PIPE

Shares”) of our Series A Convertible Preferred Stock, par value $ 0.0001 per share (the “Series A Convertible Preferred Stock”),

and warrants to purchase up to a number of shares of Class A Common Stock equal to 50 % of shares of the Class A Common Stock issuable

upon conversion of the PIPE Shares (the “PIPE Warrants”) for gross proceeds of $ 60.0 million (the “PIPE Financing”).

connection with the proposed Business Combination with SHF, the Company will provide its public stockholders with the opportunity to

redeem all or a portion of their Class A Common Stock upon the completion of such Business Combination in connection with a stockholder

meeting called to approve such Business Combination.

In the event the proposed Business Combination with SHF is not consummated, in connection

with an alternative proposed initial business combination, the Company will provide its 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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if the Company fails to complete a Business Combination within the 12-month time period (or up to 18-month time period).

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1 — Description of Organization and Business Operations (Continued)

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

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Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1 — Description of Organization and Business Operations (Continued)

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 .

of March 31, 2022, the Company had $ 47,885 in cash and a working capital deficit of $ 821,478 .

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

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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 .

Company intends to complete its initial Business Combination before June 28,2022 and we believe we have sufficient arrangements with

our vendors to continue to operate until we complete our initial Business Combination.

However, there can be no assurance that the Company

will be able to consummate the Business Combination by then.

In the event that we are unable to consummate the Business Combination before

June 28, 2022 we anticipate identifying and accessing additional capital resources in order to extend the Business Combination period

up to 18 months.

However, there can be no assurance that the Company will have access to sufficient capital to extend the deadline to

consummate the Business Combination.

As a result, in connection with the Company’s assessment of going concern considerations in

accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures

of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” it is uncertain that the Company will have sufficient

liquidity to fund the working capital needs of the Company beyond June 28, 2022.

Management has determined that given the liquidity condition

of the Company, should a Business Combination not occur by June 28, 2022, there is substantial doubt about the Company’s ability

to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be

required to liquidate.

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

officers, directors or third parties.

The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company

funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s

working capital needs.

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

If the Company is unable to raise additional

capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited

to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide

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

These conditions raise substantial

doubt about the Company’s ability to continue as a going concern through June 28, 2022.

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1 — Description of Organization and Business Operations (Continued)

offering costs

offering costs consist of costs incurred in connection with preparation for the PIPE Financing to be executed in conjunction with the

Business Combination.

These costs, together with the underwriting discounts and commissions, will be allocated among the freestanding

financial instruments that are included in the PIPE Financing.

As of March 31, 2022, the Company had deferred offering costs of $ 106,903

and accrued offering costs of $ 81,903

which are included in accrued expenses on

the accompanying condensed balance sheet.

There were no deferred offering costs or accrued offering costs at December 31, 2021.

and Uncertainties

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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

Additionally,

as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related

economic sanctions, the Company’s ability to consummate a Business Combination, including the proposed Business Combination with

SHF, or the operations of a target business with which the Company ultimately consummates a Business Combination, including SHF, may

be materially and adversely affected.

Further, the Company’s ability to consummate a transaction may be dependent on the ability

to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased

market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all.

The impact of this action and

related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or

ability to consummate a Business Combination are not yet determinable.

The condensed financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

2 — Summary of Significant Accounting Policies

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difficult or impossible because of the potential differences in accounting standards used.

preparation of the balance sheet in conformity with GAAP requires 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 period.

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

2 — Summary of Significant Accounting Policies (Continued)

preparation of the balance sheets in conformity with GAAP requires 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 period.

estimates requires management to exercise significant judgment.

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equivalents are carried at cost, which approximates fair value.

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

The Company had $ 47,885

and $ 254,523 , respectively,

in cash and no cash

equivalents as of March 31, 2022 and December 31, 2021.

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

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

as of September 30, 2021.

as of March 31, 2022.

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 September 30, 2021.

provision for income taxes was deemed to be immaterial for the three months ended March 31, 2022 and for the period from February

26, 2021 (inception) through March 31, 2021.

LIGHTS ACQUISITION CORP.

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

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

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and subject to occurrence of uncertain future events.

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.

March 31, 2022 and December 31, 2021, there were 528,175

shares of Class A Common Stock issued and outstanding

that were issued as component securities of the Private Placement Units (Note 4).

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

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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

of March 31, 2022 and December 31, 2021, the Class A Common Stock reflected on the balance sheets are reconciled in the

following table:

Schedule of Common Stock Reflected on the Balance Sheets

Gross Proceeds

$ 115,000,000

allocated to public warrants

Proceeds allocated to public warrants

( 5,031,474 )

allocated to shares not subject to redemption

costs related to Class A common stock

Proceeds allocated to shares not subject to redemption

Issuance costs related to Class A Common Stock

( 6,263,677 )

of carrying value to redemption value

A common stock subject to possible redemption

Accretion of carrying value to redemption value

Class A Common Stock subject to possible redemption

$ 117,300,000

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

2 — Summary of Significant Accounting Policies (Continued)

Concentration

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

Income Per Share

Income (Loss) Per Share

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

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

of Calculation of Basic and Diluted Net Income Per Share

the Period from February 26, 2021 (inception)

Class A common stock subject to possible redemption

Schedule of Calculation of Basic and Diluted Net Income Per Share

For the Period from February 26, 2021 (inception)

March 31, 2022

March 31, 2021

Redeemable 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

Basic and diluted net income per redeemable Class A Common Stock

Non-redeemable Class A and Class B common stock

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

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

Basic and diluted net income per non-redeemable Class A and Class B common

LIGHTS ACQUISITION CORP.

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that is significant to the fair value measurement.

Financial Instruments

Derivative Financial Instruments

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

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

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

2 — Summary of Significant Accounting

Policies (Continued)

Issued Accounting Standards

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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.

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.

Accounting 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.

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.

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

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

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share (see Note 7).

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

4 — Private Placement

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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.

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

shares after the Initial Public Offering.

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

6 — Related Party Transactions (Continued)

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.

Effective January 18, 2022, the

Sponsor granted an additional 90,000

shares of Class B common stock to Mr.

The shares will only be issued to Mr.

Fameree following

the consummation of a Business Combination.

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 shares after the Initial Public Offering.

Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

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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

any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares

will be released from the lock-up.

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 September 30, 2021, there is no outstanding balance under

the Promissory Note.

equals or exceeds $ 12.50

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

any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

5— Related Party Transactions (Continued)

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

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

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

6 — Related Party Transactions (Continued)

Administrative

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

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

Through March 31, 2022, $ 30,000

in support fees were incurred.

no support fees incurred for the period from February 26, 2021 (inception) through March 31, 2021.

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

6 — Commitments and Contingencies

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not have a duration of more than three years from the effective date of our Registration Statement.

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

7 – Warrant Liability

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

of March 31, 2022 and December 31, 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.

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holder, or an exemption from registration is available.

Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of its initial Business

Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement

or a new registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration

statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants

expire or are redeemed, as specified in the warrant agreement.

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

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

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,

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

it does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws

to the extent an exemption is not available.

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

their warrants on a cashless basis.

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 7 – Warrant Liability (Continued)

Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of its initial

Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the

registration statement or a new registration statement covering the shares of Class A Common Stock issuable upon exercise of the

warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of

Class A Common Stock until the warrants expire or are redeemed, as specified in the warrant agreement.

If a registration statement

covering the shares of Class A Common Stock issuable upon exercise of the warrants is not effective by the 60th business day after

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

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, 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 it does not so elect, it

will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an

exemption is not available.

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

warrants on a cashless basis.

of warrants when the price per Class A Common Stock equals or exceeds $ 18.00 .

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or qualify the underlying securities for sale under all applicable state securities laws.

If 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.

The exercise price and number of shares of Class A Common Stock

issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or

recapitalization, reorganization, merger or consolidation.

However, the warrants will not be adjusted for issuance of Class A Common

Stock at a price below its exercise price.

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

If the Company is unable to complete a Business Combination within the Combination 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.

the warrants may expire worthless.

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

8 – Warrant Liability (Continued)

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.

The exercise price and number of shares

of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock

dividend, or recapitalization, reorganization, merger or consolidation.

However, the warrants will not be adjusted for issuance of Class

A common stock at a price below its exercise price.

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

If the Company is unable to complete a Business Combination within the Combination 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

Note 7 – Warrant Liability (Continued)

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

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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

or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

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

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.

Placement Warrants are identical to the Public Warrants underlying the Units 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 are not transferable, assignable or salable

until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Placement Warrants

are exercisable on a cashless basis and 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.

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

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

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.

As of March 31, 2022 and December 31, 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

Holders of the Company’s Class

A Common Stock are entitled to one vote for each share.

As of March 31, 2022 and December 31, 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

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

9 – 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 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

$ 0.0001 per share.

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

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

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

8 – Stockholders’ Equity (Continued)

B Common Stock — The Company is authorized to issue up to 12,500,000

shares of Class B common stock with a par value

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

As of March 31, 2022 and December 31, 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,

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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 September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized

on a recurring basis as of March 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized

to determine such fair value:

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

Quoted Prices in Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Marketable securities held in Trust Account

$ 117,322,625

Warrant Liabilities:

Public Warrants

Private Placement Warrants

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 December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized

to determine such fair value:

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

9 – Fair Value Measurements (Continued)

Quoted Prices in Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

securities held in Trust Account

Placement Warrants

Warrant liabilities

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.

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 .

In 2021, the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement, after they split from the

units and started trading.

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.

As of March 31, 2022 and December 31, 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.

of March 31, 2022 and December 31, 2021, assets held in the Trust Account were entirely held in a mutual fund invested in U.S.

Treasury Securities.

LIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

10 – Fair Value Measurements (Continued)

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

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Schedule of Level 3 Fair Value Measurement Inputs

and Private Warrant)

December 30, 2021

March 31, 2022

(Public and Private Warrant)

(Public Private Warrant)

Exercise price

Expected term (years)

Probability of Acquisition

Dividend yield (per

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

Risk-free rate

Dividend yield (per share)

change in the fair value of the derivative warrant liabilities for the period from December 31, 2021 (inception) through March 31, 2022

is summarized as follows:

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

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

Private Placement

Public Warrant

Warrant Liability

Fair value as of December 31, 2021

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

( 1,436,925 )

( 1,503,219 )

value as of September 30, 2021

Fair value as of March 31, 2022

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

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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