UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30~~March 31, ~~2021~~ 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39930

Science Strategic Acquisition Corp. Alpha

(Exact name of registrant as specified in its charter)


Delaware		85-3594633
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1447 2nd Street

Santa Monica, CA 90401

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (310) 393-3024

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant	SSAAU	The Nasdaq Stock Market LLC
Class A common stock	SSAA	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	SSAAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the ~~Registrant~~registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the ~~Registrant~~registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the ~~Registrant~~registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the ~~Registrant~~registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November~~May 1523, ~~2021~~2022, the Registrant had 31,050,000 shares of Class A common stock, par value $0.0001 per share, and 7,762,500 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

SCIENCE STRATEGIC ACQUISITION CORP. ALPHA

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021 (audited)	1
	Condensed Statements of Operations for the three months ended March 31, 2022 and March 31, 2021 (unaudited)	2
	Condensed Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2022 and March 31, 2021 (unaudited)	3
	Condensed Statements of Cash Flows for the three months ended March 31, 2022 and March 31, 2021 (unaudited)	4
	Notes to Interim Condensed Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	22
PART II.	OTHER INFORMATION	23
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
Signatures		26

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020	1
	Condensed Statement of Operations for the three and nine months ended September 30, 2021 (unaudited)	2
	Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2021 (unaudited)	3
	Condensed Statement of Cash Flows for the nine months ended September 30, 2021 (unaudited)	4
	Notes to Interim Condensed Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	23
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
Signatures		26

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Science Strategic Acquisition Corp. Alpha

Condensed Balance Sheets


	~~September~~March 3031,		December 31,
	~~2021~~2022		~~2020~~2021
	(unaudited)		(audited)
ASSETS
Current assets
Cash	$	~~738~~346,~~396~~319	$	20346,~~000~~319
Deferred offering costs		—		183,912
Prepaid expenses - current		329,018		337,104
Prepaid expenses		462,361		—
Total Current Assets		675,337		683,423
Total Current Assets		1,200,757		203,912
Noncurrent assets

Marketable securities held in Trust Account		310,549,167		310,544,829
Marketable securities held in Trust Account		310,538,740		—
Prepaid expenses – noncurrent		—		27,689
TOTAL ASSETS	$	311,739,497	$	203,912
Total Noncurrent Assets		310,549,167		310,572,518
TOTAL ASSETS	$	311,224,504	$	311,255,941

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued offering costs	$	~~70,000~~—	$	~~151~~70,~~812~~000
Accrued offering costs - related party		—		27,100
Related party payables		563,944		250,000
Accrued expenses		~~543~~1,~~673~~353,786		51,~~000~~315,635
Total Current Liabilities		~~613~~1,~~673~~917,730		~~183~~1,~~912~~635,635
Noncurrent liabilities
Warrant liability		3,481,133		8,544,600
Deferred underwriting fee payable		10,867,500		10,867,500
Total Noncurrent Liabilities		14,348,633		19,412,100
Total Liabilities		16,266,363		21,047,735

Warrant liability		11,699,443		—
Commitments and Contingencies (Note 7)
Deferred underwriting fee payable		10,867,500		—
Total Liabilities		23,180,616		183,912

Commitments

Class A Common stock subject to possible redemption, 31,050,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively		310,500,000		—
Class A Common stock subject to possible redemption, 31,050,000 shares at redemption value as of March 31, 2022 and December 31, 2021		310,500,000		310,500,000

Stockholders' Equity
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding		—		—
Class A Common stock, $0.0001 par value; 400,000,000 shares authorized; no shares issued and outstanding (excluding 31,050,000 and no shares subject to possible redemption) as of September 30, 2021 and December 31, 2020, respectively		—		—
Class A Common stock, $0.0001 par value; 400,000,000 shares authorized; none issued and outstanding (excluding 31,050,000 shares subject to possible redemption)		—		—
Class B Common stock, $0.0001 par value; 40,000,000 shares authorized; 7,762,500 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		776		776
Class B Common stock, $0.0001 par value; 40,000,000 shares authorized; 7,762,500 shares issued and outstanding		776		776
Additional paid-in capital		—		~~24,224~~—
Accumulated deficit		(2115,~~941~~542,~~895~~635)		(520,~~000~~292,570)
Total Stockholders’ Equity (Deficit)		(21,941,119)		20,000
Total Stockholders’ Deficit		(15,541,859)		(20,291,794)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	311,739,497	$	203,912
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	311,224,504	$	311,255,941

See accompanying notes to interim condensed financial statements (unaudited).

Table of Contents

Science Strategic Acquisition Corp. Alpha

Condensed ~~Statement~~Statements of Operations

~~For the three and nine months ended September 30, 2021~~(unaudited)

~~(Unaudited)~~


	For the
	Three Months Ended
	March 31,
	2022		2021
Operating expenses	$	317,870	$	517,629
Loss from operations		(317,870)		(517,629)

Other income:
Unrealized gain on marketable securities held in Trust Account		4,338		27,970
Change in fair value of warrant liability		5,063,467		2,057,033
Total other income		5,067,805		2,085,003

Net income	$	4,749,935	$	1,567,374

Basic and diluted weighted average shares outstanding of redeemable Class A common stock		31,050,000		21,154,945

Basic and diluted net income per share, redeemable Class A common stock	$	0.12	$	0.05

Basic and diluted weighted average shares outstanding of nonredeemable Class B common stock		7,762,500		7,439,835

Basic and diluted net income per share, nonredeemable Class B common stock	$	0.12	$	0.05


	For the		For the
	Three Months Ended		Nine months Ended
	September 30,		September 30,
	2021		2021
Operating costs	$	706,140	$	1,435,614
Loss from operations		(706,140)		(1,435,614)

Other income (loss):
Unrealized gain on marketable securities held in Trust Account		3,996		38,740
Change in fair value of warrant liability		1,835,325		(93,677)
Other income (loss), net		1,839,321		(54,937)

Gain (Loss) before provision for income taxes		1,133,181		(1,490,551)
Provision for income taxes		—		—
Net Gain (Loss)	$	1,133,181	$	(1,490,551)

Weighted average shares outstanding of redeemable Class A common stock		31,050,000		27,763,686

Basic and diluted net earnings (loss) per share, redeemable Class A common stock	$	0.03	$	(0.04)

Weighted average shares outstanding of nonredeemable Class B common stock		7,762,500		7,655,338

Basic and diluted Earnings (net loss) per share, nonredeemable Class B common stock	$	0.03	$	(0.04)

See accompanying notes to interim condensed financial statements (unaudited).

~~See accompanying notes to interim condensed financial statements.~~

2Table of Contents

~~Table~~Science ofStrategic ~~Contents~~Acquisition Corp. Alpha

~~Science~~Condensed ~~Strategic~~Statements ~~Acquisition~~of ~~Corp.~~Changes ~~Alpha~~in Stockholders’ Deficit

~~Condensed Statement of Changes in Stockholders’ Equity~~ (~~Deficit~~unaudited)

~~(Unaudited)~~

Class A Common

Stock Subject to

Class B

Additional

Total

Possible Redemption

Common Stock

Paid in

Accumulated

Stockholders’

Shares

Amount

Shares

Amount

Capital

Deficit

Balance — December 31, 2021 (audited)

31,050,000

310,500,000

7,762,500

776

—

(20,292,570)

(20,291,794)

Net income

—

4,749,935

Balance — March 31, 2022 (unaudited)

31,050,000

310,500,000

7,762,500

776

—

(15,542,635)

(15,541,859)


	Class A Common
	Shares Subject to			Class A			Class B				Additional				Total
	Possible Redemption			Common Stock			Common Stock				Paid in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares		Amount		Capital		Deficit		Equity (Deficit)
Balance — January 1, 2021	—	$	—	—	$	—		7,762,500	$	776	$	24,224	$	(5,000)	$	20,000
Sale of 31,050,000 Units	31,050,000		310,500,000	—		—		—		—		—		—		—
Proceeds Received in Excess of Fair Value of Private Warrants	—		—	—		—		—		—		4,159,734		—		4,159,734
Accretion of Class A common stock subject to redemption (see Note 2)	—			—		—						(4,183,958)		(20,446,345)		(24,630,303)
Net income	—		—	—		—		—		—	$			1,567,374		1,567,374
Balance — March 31, 2021 as restated (see Note 2)	31,050,000	$	310,500,000	—	$	—		7,762,500	$	776		—	$	(18,883,971)	$	(18,883,195)
Net loss	—			—		—		—		—				(4,191,105)		(4,191,105)
Balance – June 30, 2021 as restated (see Note 2)	31,050,000	$	310,500,000	—	$	—		7,762,500	$	776	$	—	$	(23,075,076)	$	(23,074,300)
Net income	—			—		—		—		—				1,133,181		1,133,181
Balance – September 30, 2021	31,050,000	$	310,500,000	—	$	—		7,762,500	$	776	$	—	$	(21,941,895)	$	(21,941,119)


	Class A Common
	Stock Subject to			Class B			Additional				Total
	Possible Redemption			Common Stock			Paid in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — December 31, 2020 (audited)	—	$	—	7,762,500	$	776	$	24,224	$	(5,000)	$	20,000
Issuance of 31,050,000 Units	31,050,000		285,869,697	—		—		—		—		—
Proceeds received in excess of fair value of public warrants	—		—	—		—		4,159,734		—		4,159,734
Remeasurement of Class A common stock subject to possible redemption	—		24,630,303	—		—		(4,183,958)		(20,446,345)		(24,630,303)
Net income	—		—	—		—		—		1,567,374		1,567,374
Balance — March 31, 2021 (unaudited)	31,050,000	$	310,500,000	7,762,500	$	776	$	—	$	(18,883,971)	$	(18,883,195)

~~See accompanying notes to interim condensed financial statements.~~

See accompanying notes to interim condensed financial statements (unaudited).

~~Table of Contents~~3

~~Science~~Table ~~Strategic~~of ~~Acquisition Corp. Alpha~~Contents

~~Condensed~~Science ~~Statement~~Strategic ofAcquisition ~~Cash~~Corp. ~~Flows~~Alpha

~~For~~Condensed ~~the~~Statements ~~Nine~~of ~~months~~Cash ~~Ended September 30, 2021~~Flows

(~~Unaudited~~unaudited)


Cash Flows used in Operating Activities:
	For the Three Months Ended
Net loss	$	(1,490,551)
	March 31,
Adjustments to reconcile net income to net cash used in operating activities:
	2022			2021
Unrealized gain on marketable securities held in Trust Account		(38,740)
Cash Flows used in Operating Activities:
Change in fair value of warrant liabilities		93,677
Net income	$	4,749,935	$	1,567,374

Adjustments to reconcile net income to net cash used in operating activities:
Changes in operating assets and liabilities:
Unrealized gain on marketable securities held in Trust Account		(4,338)		(27,970)
Prepaid expenses		(462,362)
Change in fair value of warrant liabilities		(5,063,467)		(2,057,033)
Accrued expenses		538,673
Warrant issuance costs		—		420,743
Net cash used in operating activities		(1,359,303)
Changes in operating assets and liabilities:

Prepaid expenses, net of amortization		35,775		(671,498)
Cash Flows from Investing Activities:
Related party payables		313,944		—
Investment of cash in Trust Account		(310,500,000)
Accrued offering costs		(70,000)		—
Net cash used in investing activities		(310,500,000)
Accrued expenses		38,151		(4,323)

Net cash used in operating activities		—		(772,707)
Cash Flows from Financing Activities:

Proceeds from sale of Units, net of underwriting discounts paid		304,710,744
Cash Flows from Investing Activities:
Proceeds from the sale of Private Placements Warrants		8,210,000
Investment of cash in Trust Account		—		(310,500,000)
Proceeds from promissory note — related party		300,000
Net cash used in investing activities		—		(310,500,000)
Repayment of promissory note — related party		(300,000)

Payment of offering costs		(343,045)
Cash Flows from Financing Activities:
Net cash provided by financing activities		312,577,699
Proceeds from sale of Units, net of underwriting discounts paid		—		304,290,000

Proceeds from the sale of Private Placements Warrants		—		8,210,000
Net Change in Cash		718,396
Proceeds from promissory note — related party		—		300,000
Cash — Beginning of period		20,000
Repayment of promissory note — related party		—		(300,000)
Cash — End of period	$	738,396
Payment of offering costs		—		(278,045)

Net cash provided by financing activities		—		312,221,955
Supplemental cash flow information:

Cash paid for income taxes	$	—
Net Change in Cash		—		949,248

Cash — Beginning of period		346,319		20,000
Non-Cash investing and financing activities:
Cash — End of period	$	346,319	$	969,248
Initial fair value of warrant liability	$	11,605,766

Deferred offering cost included in accrued offering cost	$	70,000
Non-Cash investing and financing activities:
Accretion of Class A common stock subject to possible redemption as restated due to the treatment of Class A common stock subject to possible redemption (see note 2)	$	24,630,303
Initial classification of Class A common stock subject to possible redemption	$	—	$	285,869,697
Remeasurement of Class A common stock subject to possible redemption	$	—	$	24,630,303
Initial fair value of warrant liability	$	—	$	11,605,766
Deferred offering costs included in accrued offering costs	$	—	$	135,000

See accompanying notes to interim condensed financial statements (unaudited).

Table of Contents

~~Science Strategic Acquisition Corp. Alpha~~

~~Notes~~Science toStrategic ~~Interim~~Acquisition ~~Condensed~~Corp. ~~Financial Statements~~Alpha

~~Unaudited~~Notes to Interim Condensed Financial Statements

~~NOTE 1. ORGANIZATION AND PLANS OF BUSINESS OPERATIONS~~(unaudited)

~~Organization~~NOTE ~~and~~1. ~~General~~ORGANIZATION AND PLANS OF BUSINESS OPERATIONS

~~Science~~Organization ~~Strategic~~and Acquisition Corp. Alpha (the “Company”) was incorporated in Delaware on October 22, 2020. The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).General

~~Sponsor~~Science ~~and~~Strategic ~~Initial~~Acquisition ~~Financing~~Corp. Alpha (the “Company”) was incorporated in Delaware on October 22, 2020. The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

AsSponsor of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial ~~Public Offering, and non-operating income or expenses from the change in fair value of warrant liabilities.~~Financing

~~The~~As ~~registration~~of ~~statements~~March ~~for~~31, 2022, the ~~Initial~~Company ~~Public~~had ~~Offering~~not ~~were~~commenced ~~declared~~any ~~effective~~operations. onAll ~~January~~activity 25through March 31, ~~2021.~~2022 Onrelates ~~January~~to ~~28,~~the ~~2021~~Company’s formation, the ~~Company~~initial ~~consummated~~public offering (the “Initial Public Offering ~~of 31~~”),~~050,000~~ ~~units~~which ~~(the~~is ~~“Units”~~described ~~and~~below, ~~with~~and ~~respect~~identifying toa ~~the~~target ~~shares~~for ofa ~~Class~~Business ACombination. ~~common~~The ~~stock~~Company ~~included~~will innot ~~the~~generate ~~Units~~any ~~sold,~~operating revenues until after the ~~“Public~~completion ~~Shares”),~~of ~~which~~its ~~includes~~initial ~~the~~Business ~~exercise~~Combination, byat the ~~underwriter~~earliest. ofThe ~~its~~Company ~~over~~generates non-~~allotment~~operating ~~option~~income in the ~~amount~~form of ~~4,050,000~~interest ~~Units,~~income atfrom ~~$10.00~~the ~~per~~proceeds ~~Unit,~~derived ~~generating~~from ~~gross~~the ~~proceeds~~Initial ofPublic ~~$310~~Offering,~~500,000,~~ ~~which~~and isnon-operating ~~described~~income or expenses from the change in ~~Note~~fair 4value of warrant liabilities.

~~Simultaneously~~The ~~with~~registration ~~the~~statements ~~closing~~for of the Initial Public Offering were declared effective on January 25, 2021. On January 28, 2021, the Company consummated the ~~sale~~Initial Public Offering of 531,~~473~~050,~~333~~000 ~~warrants~~units (~~each,~~the a “~~Private Placement Warrant~~Units” and, ~~collectively~~with respect to the shares of Class A common stock included in the Units sold, the “~~Private~~Public ~~Placement Warrants~~Shares”), atwhich aincludes ~~price~~the ofexercise ~~$1.50~~by ~~per~~the ~~Private~~underwriter ~~Placement~~of ~~Warrant~~its inover-allotment aoption ~~private~~in ~~placement~~the toamount ~~SSAC~~of ~~Alpha~~4,050,000 ~~Sponsor~~Units, ~~LLC~~at ~~(the~~$10.00 ~~“Sponsor”)~~per Unit, generating gross proceeds of $8310,~~210~~500,000, which is described in Note 5 4.

~~Transaction~~Simultaneously ~~costs~~with ~~amounted~~the toclosing ~~$17,495,500,~~of ~~consisting~~the ofInitial $6Public Offering,~~210,000~~ ofthe ~~underwriting~~Company ~~fees,~~consummated ~~$10~~the sale of 5,~~867~~473,~~500~~333 ofwarrants ~~deferred~~(each, ~~underwriting~~a ~~fees~~“Private Placement Warrant” and, ~~$418~~collectively,~~000~~ ofthe ~~other~~“Private ~~offering~~Placement ~~costs.~~Warrants”) Inat ~~addition,~~a ~~cash~~price of ~~approximately~~ $~~2,300,000~~1.50 ~~was~~per ~~held~~Private ~~outside~~Placement ofWarrant ~~the~~in ~~Trust~~a ~~Account~~private ~~(as~~placement ~~defined~~to ~~below)~~SSAC ~~and~~Alpha isSponsor, ~~available~~LLC ~~for~~ (the ~~payment~~“Sponsor”), generating gross proceeds of ~~offering~~$8,210,000, ~~costs~~which ~~and~~is ~~for~~described ~~working~~in ~~capital~~Note ~~purposes~~5.

~~The~~Transaction costs amounted to $17,495,500, consisting of $6,210,000 of underwriting fees, $10,867,500 of deferred underwriting fees and $418,000 of other offering costs. In addition, cash of approximately $2,300,000 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes.

Following the closing of the Initial Public Offering on January 28, 2021, an amount of $310,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”). The ~~funds in the~~ Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended. The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account except for the withdrawal of interest to pay taxes, if any. The funds held in the Trust Account will not otherwise be released from the trust account until the earliest of: (1) the Company’s completion of a Business Combination; (2) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete a Business Combination on or before January 28, 2023 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of the Company’s Public Shares if the Company has not completed a Business Combination on or before January 28, 2023, subject to applicable law. Based on current interest rates, the Company expects that interest earned on the trust account will be sufficient to pay taxes.

5Following the closing of the Initial Public Offering on January 28, 2021, an amount of $310,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”). The funds in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended. The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account except for the withdrawal of interest to pay taxes, if any. The funds held in the Trust Account will not otherwise be released from the trust account until the earliest of: (1) the Company’s completion of a Business Combination; (2) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete a Business Combination on or before January 28, 2023 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of the Company’s Public Shares if the Company has not completed a Business Combination on or before January 28, 2023, subject to applicable law. Based on current interest rates, the Company expects that interest earned on the Trust Account will be sufficient to pay taxes.

~~Table of Contents~~5

~~Business~~Table ~~Combination~~of Contents

The Company’s management has broad discretion with respect to the specific application of the net proceeds from the Initial Public Offering, although substantially all of the net proceeds from the Initial Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” means one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account) at the time of the signing of a definitive agreement in connection with a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination.

The Company’s ~~will~~management ~~provide~~has ~~its~~broad ~~public~~discretion ~~stockholders~~ with respect to the ~~opportunity~~specific toapplication ~~redeem~~of ~~all~~the ornet aproceeds ~~portion~~from ofthe ~~their~~Initial Public ~~Shares~~Offering, ~~upon~~although ~~the~~substantially ~~completion~~all of athe ~~Business~~net ~~Combination,~~proceeds ~~either~~from ~~(i)~~the inInitial ~~connection~~Public ~~with~~Offering aare ~~stockholder~~intended ~~meeting~~to ~~called~~be togenerally ~~approve~~applied ~~such~~toward consummating a Business Combination orwith (~~ii)~~or byacquisition ~~means~~ of) a ~~tender~~Target ~~offer~~Business. ~~The~~As ~~public~~used ~~stockholders~~herein, ~~will~~“Target beBusiness” ~~entitled~~means toone ~~redeem~~or ~~their~~more ~~shares~~target ~~for~~businesses athat ~~pro~~together ~~rata~~have ~~portion~~an ofaggregate ~~the~~fair ~~amount~~market ~~held~~value inequal ~~the~~to ~~Trust~~at ~~Account,~~least ~~calculated~~80% as of ~~two business days prior to~~ the ~~completion~~value of ~~a Business Combination, including any pro rata interest earned on~~ the ~~funds~~assets held in the Trust Account ~~and~~(excluding ~~not~~taxes ~~previously~~payable ~~released~~on to the ~~Company~~interest toearned ~~pay~~on ~~its~~the ~~tax~~Trust ~~obligations.~~Account) ~~The~~at ~~per-share~~the ~~amount~~time toof bethe ~~distributed~~signing toof ~~the~~a ~~public~~definitive ~~stockholders~~agreement ~~who~~in ~~redeem~~connection ~~their~~with ~~shares~~a ~~will~~Business ~~not~~Combination. beFurthermore, ~~reduced~~there byis ~~the~~no ~~deferred~~assurance ~~underwriting~~that ~~commissions~~ the Company will ~~pay to the underwriter (as discussed in Note 7). There will~~ be noable ~~redemption~~to ~~rights~~successfully ~~upon~~effect ~~the completion of~~ a Business Combination ~~with respect to the Company’s warrants~~.

The ~~decision as to whether the~~ Company will ~~seek~~provide ~~stockholder~~its ~~approval~~public ofstockholders awith ~~Business~~the ~~Combination~~opportunity ~~or will allow stockholders~~ to ~~sell~~redeem ~~their~~all ~~shares~~or in a ~~tender~~portion ~~offer~~of ~~will~~their bePublic ~~made~~Shares byupon the ~~Company,~~completion inof ~~its~~a ~~sole~~Business ~~discretion~~Combination, ~~and~~either ~~will~~(i) bein ~~based~~connection onwith a ~~variety~~stockholder ofmeeting ~~factors~~called ~~such~~to asapprove ~~the~~such ~~timing~~Business ofCombination ~~the~~or ~~transaction~~(ii) ~~and~~by ~~whether~~means ~~the~~of ~~terms~~a oftender ~~the~~offer. ~~transaction~~The ~~would~~public ~~otherwise~~stockholders ~~require~~will ~~the~~be ~~Company~~entitled to ~~seek~~redeem ~~stockholder~~their ~~approval~~shares ~~unless~~for a ~~vote~~pro israta ~~required~~portion byof ~~law~~the oramount ~~stock~~held ~~exchange~~in ~~listing~~the ~~requirements.~~Trust IfAccount, ~~the~~calculated ~~Company~~as ~~seeks~~of ~~stockholder~~two ~~approval,~~business itdays ~~will~~prior ~~complete~~to ~~its~~the ~~Business~~completion ~~Combination~~of ~~only~~a ifBusiness aCombination, ~~majority~~including ofany ~~the~~pro ~~shares~~rata ofinterest ~~common~~earned ~~stock~~on ~~voted~~the ~~are~~funds ~~voted~~held in ~~favor~~the ofTrust aAccount ~~Business~~and ~~Combination.~~not ~~However,~~previously inreleased noto ~~event will~~ the Company ~~redeem~~to pay its ~~Public~~tax ~~Shares~~obligations. inThe anper-share amount ~~that~~to ~~would~~be ~~cause~~distributed ~~its~~to ~~net~~the ~~tangible~~public ~~assets~~stockholders towho beredeem ~~less~~their ~~than~~shares ~~$5,000,001~~will ~~upon~~not ~~consummation~~be ofreduced aby ~~Business~~the ~~Combination.~~deferred Inunderwriting ~~such~~commissions ~~case,~~ the Company ~~would~~will ~~not~~pay ~~proceed~~to ~~with~~ the ~~redemption~~underwriter of(as ~~its~~discussed ~~Public~~in ~~Shares~~Note ~~and~~7). ~~the~~There ~~related~~will ~~Business~~be ~~Combination,~~no ~~and~~redemption ~~instead~~rights ~~may~~upon ~~search~~the ~~for~~completion anof ~~alternate~~a Business Combination with respect to the Company’s warrants.

The ~~Company~~decision ~~will~~as ~~have until January 28, 2023~~ to ~~complete~~whether ~~its initial Business Combination. If~~ the Company ~~does~~will ~~not~~seek ~~complete~~stockholder approval of a Business Combination ~~by such date (~~or ~~such~~will ~~longer~~allow ~~period~~stockholders ~~as provided in an amendment~~ to ~~the~~sell ~~Company’s~~their ~~amended~~shares ~~and~~in ~~restated~~a ~~certificate~~tender ofoffer ~~incorporation~~will ~~approved~~be made by ~~its stockholders (an “Extension Period”)), it shall (i) cease all operations except for~~ the ~~purposes of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter~~Company, ~~redeem the Public Shares, at a per-share price, payable~~ in ~~cash,~~its ~~equal~~sole ~~to the aggregate amount then on deposit in the Trust Account~~discretion, ~~including interest (less up to $100,000 of interest to pay dissolution expenses~~ and ~~which~~will ~~interest shall~~ be ~~net~~based ofon ~~taxes~~a ~~payable),~~variety ~~divided by the number~~ of ~~then~~factors ~~issued~~such ~~and outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights~~ as ~~stockholders (including~~ the ~~right~~timing toof ~~receive~~the ~~further~~transaction ~~liquidating distributions, if any);~~ and ~~(iii)~~whether ~~as promptly as reasonably possible following such redemption, subject to~~ the ~~approval~~terms of the ~~Company’s~~transaction ~~remaining~~would ~~stockholders~~otherwise ~~and~~require ~~its board of directors, liquidate and dissolve, subject in each case to~~ the Company’s ~~obligations under Delaware law~~ to ~~provide~~seek ~~for~~stockholder ~~claims~~approval ofunless ~~creditors~~a ~~and~~vote ~~the~~is ~~requirements~~required ofby ~~other applicable~~ law. ~~There will be no redemption rights~~ or ~~liquidating~~stock ~~distributions~~exchange ~~with~~listing ~~respect~~requirements. toIf the Company’s ~~warrants~~seeks stockholder approval, ~~which~~it will ~~expire worthless if the Company fails to~~ complete its ~~initial~~ Business Combination byonly ~~January~~if ~~28,~~a ~~2023~~majority orof ~~during~~the ~~any~~shares ~~Extension~~of ~~Period.~~common ~~The~~stock ~~initial~~voted ~~stockholders~~are ~~have~~voted ~~entered~~in ~~into~~favor of a ~~letter~~Business ~~agreement~~Combination. ~~with the Company~~However, ~~pursuant~~in tono ~~which~~event ~~they~~will ~~have waived their rights to liquidating distributions from~~ the ~~Trust~~Company ~~Account~~redeem ~~with~~its ~~respect~~Public ~~to their Founder~~ Shares ~~(as defined~~ in ~~Note~~an 6)amount ifthat ~~the~~would ~~Company~~cause ~~fails~~its tonet ~~complete~~tangible ~~its~~assets ~~initial~~to ~~Business~~be ~~Combination~~less bythan ~~January 28~~$5,000,001 ~~2023~~upon orconsummation ~~during~~of ~~any~~a ~~Extension~~Business ~~Period~~Combination. ~~However,~~In ifsuch ~~the initial stockholders acquire Public Shares~~case, ~~they~~the ~~will~~Company bewould ~~entitled~~not toproceed ~~liquidating~~with ~~distributions from~~ the ~~Trust~~redemption ~~Account~~of ~~with~~its ~~respect to such~~ Public Shares ifand the ~~Company~~related ~~fails to complete its initial~~ Business Combination, byand ~~January~~instead ~~28,~~may ~~2023~~search orfor ~~during~~an ~~any~~alternate ~~Extension~~Business ~~Period~~Combination.

The Company will have until January 28, 2023 to complete its initial Business Combination. If the Company does not complete a Business Combination by such date (or such longer period as provided in an amendment to the Company’s amended and restated certificate of incorporation approved by its stockholders (an “Extension Period”)), it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than 10 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination by January 28, 2023 or during any Extension Period. The initial stockholders have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares (as defined in Note 6) if the Company fails to complete its initial Business Combination by January 28, 2023 or during any Extension Period. However, if the initial stockholders acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete its initial Business Combination by January 28, 2023 or during any Extension Period.

~~Table of Contents~~6

~~The~~Table Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to have all third parties, including, but not limited to, all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses and other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claims of any kind in or to any monies held in the Trust Account.Contents

~~Liquidity~~The Sponsor has agreed that it will be liable to the Company if and ~~Capital~~to ~~Resources~~the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to have all third parties, including, but not limited to, all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses and other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claims of any kind in or to any monies held in the Trust Account.

~~As of September 30~~Liquidity, ~~2021,~~Capital ~~the~~Resources ~~Company had $738,396 cash held outside of the Trust Account~~ and ~~working~~Going ~~capital of $737,084.~~ Concern

~~The~~As ~~Company’s liquidity needs prior to the consummation~~ of ~~the~~March ~~Initial~~31, ~~Public Offering were satisfied through the payment of $25~~2022,~~000~~ ~~from~~ the ~~Sponsor to cover certain offering costs on the~~ Company’s ~~behalf~~had ~~in exchange for the issuance of Founder Shares (as discussed in Note 6), and a loan from the Sponsor of~~ $~~300~~346,~~000~~319 ~~under~~cash the Promissory Note (as discussed in Note 6). The Company repaid the Promissory Note in full on February 2, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the private placement held outside of the Trust Account. Inand ~~addition, in order to finance transaction costs in connection with~~ a ~~Business~~working ~~Combination,~~capital ~~the~~deficit ~~Sponsor or an affiliate~~ of ~~the Sponsor~~$1, ~~or certain of the Company’s officers and directors may~~242, ~~but are not obligated to, provide the Company Working Capital Loans (as discussed in Note 6)~~393. ~~As of September 30, 2021, there were no working capital loans outstanding.~~

~~Based~~The onCompany’s ~~the~~liquidity ~~foregoing,~~needs ~~management~~prior ~~believes~~to ~~that~~the consummation of the ~~Company~~Initial ~~will~~Public ~~have~~Offering ~~sufficient~~were ~~working~~satisfied ~~capital~~through ~~and~~the ~~borrowing~~payment ~~capacity~~of $25,000 from the Sponsor to ~~meet~~cover ~~its~~certain ~~needs~~offering ~~through~~costs on the ~~earlier~~Company’s ofbehalf in exchange for the ~~consummation~~issuance of aFounder ~~Business~~Shares ~~Combination~~(as ordiscussed ~~one~~in ~~year~~Note 6), and a loan from the ~~date~~Sponsor of $300,000 under the ~~financial~~Promissory ~~statements~~Note ~~are~~(as ~~issued~~discussed in Note 6). ~~Over~~The ~~this~~Company ~~time~~repaid ~~period~~the Promissory Note in full on February 2, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s ~~will~~liquidity ~~use~~has ~~these~~been ~~funds~~satisfied tothrough ~~pay~~the ~~existing~~net ~~accounts~~proceeds ~~payable,~~from ~~identify~~the ~~and~~consummation ~~evaluate~~of ~~prospective~~the ~~initial~~Initial ~~Business~~Public ~~Combination~~Offering ~~candidates,~~and ~~perform~~the ~~due~~private ~~diligence~~placement onheld ~~prospective~~outside ~~target~~of ~~businesses,~~the ~~pay~~Trust ~~for~~Account. ~~travel~~In ~~expenditures~~addition, ~~select~~in aorder ~~target~~to ~~business~~finance totransaction ~~merge~~costs in connection with a Business Combination, the Sponsor or ~~acquire~~an affiliate of the Sponsor, or certain of the Company’s officers and ~~structure~~directors may, ~~negotiate~~but ~~and~~are ~~consummate~~not obligated to, provide the ~~Business~~Company ~~Combination~~Working Capital Loans (as discussed in Note 6). As of March 31, 2022, there were no working capital loans outstanding.

The Company has incurred and expects to incur significant costs in pursuit of its financing and acquisition plans. Management believes that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until the consummation of an initial Business Combination or for a minimum of one year from the date of issuance of these financial statements. However, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company’s cash flow deficit and the liquidation date of January 28, 2023 being within twelve months from the issuance of these financial statements raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to consummate a Business Combination or raise additional funds will be successful. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS~~

In connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in a restatement of the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

InNOTE connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its income (loss) per ordinary share calculation to allocate net income (loss) evenly to Class A and Class B common stock2. ~~This~~ ~~presentation~~REVISION ~~contemplates~~OF aPREVIOUSLY ~~Business~~ISSUED ~~Combination~~FINANCIAL ~~as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company.~~STATEMENTS

~~The~~In ~~restatements~~connection dowith ~~not~~the ~~result~~preparation inof ~~any~~the ~~changes~~Company's financial statements as of March 31, 2022, management identified an error made in its historical financial statements where, warrant issuance costs were incorrectly included within the ~~Company’s~~financing ~~total~~activities ~~assets~~section of the Statement of Cash Flows as of March 31, ~~liabilities~~2021. orThe Company revised the Condensed Statements of Cash Flows by reclassifying warrant issuance costs from financing activities to operating ~~results~~activities for the three months ended March 31, 2021.

Table of Contents

The impact of the ~~restatement~~revision on the Company’'s ~~financial~~Condensed ~~statements~~Statements of Cash Flows is reflected in the following table.:


	As Previously Reported	As Revised
	For the Three Months Ended	For the Three Months Ended
	March 31, 2021	March 31, 2021
Cash Flows Used in Operating Activities:
Warrant issuance costs	—	420,743
Net cash used in operating activities	(1,193,450)	(772,707)
Cash Flows From Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	304,710,744	304,290,000
Net cash provided by financing activities	312,642,698	312,221,955


	As Previously
Balance Sheet as of January 28, 2021 (audited)	Reported		Adjustment		As Restated
Class A common stock subject to possible redemption	$	284,624,724	$	25,875,276	$	310,500,000
Class A common stock	$	259	$	(259)	$	—
Class B common stock	$	777	$	—	$	777
Additional paid-in capital	$	5,424,718	$	(5,424,718)	$	—
Accumulated deficit	$	(425,744)	$	(20,450,299)	$	(20,876,043)
Total Shareholders’ Equity (Deficit)	$	5,000,010	$	(25,875,276)	$	(20,875,266)
Number of shares subject to redemption		28,462,472		2,587,528		31,050,000

Condensed Balance Sheet as of March 31, 2021 (unaudited)
Class A common stock subject to possible redemption	$	286,616,795	$	23,883,205	$	310,500,000
Class A common stock	$	239	$	(239)	$	—
Class B common stock	$	776	$	—	$	776
Additional paid-in capital	$	3,436,621	$	(3,436,621)	$	—
Accumulated deficit	$	1,562,374	$	(20,446,345)	$	(18,883,971)
Total Shareholders’ Equity (Deficit)	$	5,000,010	$	(23,883,205)	$	(18,883,195)
Number of shares subject to redemption		28,659,098		2,390,902		31,050,000

Condensed Balance Sheet as of June 30, 2021 (unaudited)
Class A common stocksubject to possible redemption	$	282,425,690	$	28,074,310	$	310,500,000
Class A common stock	$	281	$	(281)	$	—
Class B common stock	$	776	$	—	$	776
Additional paid-in capital	$	7,627,684	$	(7,627,684)	$	—
Accumulated deficit	$	(2,628,731)	$	(20,446,345)	$	(23,075,076)
Total Shareholders’ Equity (Deficit)	$	5,000,010	$	(28,074,310)	$	(23,074,300)
Number of shares subject to redemption		28,240,098		2,809,902		31,050,000

There is no impact to the reported amounts for total assets, total liabilities, or net income.


	As Previously
	Reported		Adjustment		As Restated
Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		28,462,472		(7,307,527)		21,154,945
Basic and diluted net income per share, common stock subject to possible redemption	$	0.00		0.05	$	0.05
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		9,230,019		(1,790,184)		7,439,835
Basic and diluted net income per share, Non-redeemable common stock	$	0.17	$	(0.12)	$	0.05

Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		28,659,098		2,390,902		31,050,000
Basic and diluted net income per share common stock subject to possible redemption	$	0.00		(0.11)	$	(0.11)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		10,153,402		(2,390,902)		7,762,500
Basic and diluted net loss per share, Non-redeemable common stock	$	(0.41)	$	0.30	$	(0.11)

Condensed Statement of Operations for the Six Months Ended June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		28,579,419		2,476,946		26,102,473
Basic and diluted net income per share, common stock subject to possible redemption	$	0.00		(0.08)	$	(0.08)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		9,694,261		(2,093,093)		7,601,168
Basic and diluted net income per share, Non-redeemable common stock	$	(0.27)	$	0.19	$	(0.08)

Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) Non-Cash investing and financing activities:
Change in value of Class A common stock subject to possible redemption	$	1,992,075	$	(1,992,075)	$	—
Accretion of Class A common stock subject to possible redemption	$	—	$	24,630,303	$	24,630,303

Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) Non-Cash investing and financing activities:
Change in value of Class A common stock subject to possible redemption	$	(2,199,030)	$	2,199,030	$	—
Accretion of Class A common stock subject to possible redemption	$	—	$	24,630,303	$	24,630,303

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

~~Table~~The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on April 12, 2022, which contains the audited financial statements and notes thereto. The financial information as of ~~Contents~~December 31, 2021 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.

~~NOTE 3.~~Emerging ~~SUMMARY~~Growth ~~OF SIGNIFICANT ACCOUNTING POLICIES~~Company

~~Class~~The ACompany ~~Common~~is ~~Stock~~an ~~Subject~~“emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to ~~Possible~~other ~~Redemption~~public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

~~The~~Further, ~~Company~~Section ~~accounts~~102(b)(1) ~~for~~of ~~its~~the ~~Class~~JOBS AAct ~~common~~exempts ~~stock~~emerging ~~subject~~growth tocompanies ~~possible~~from ~~redemption~~being inrequired ~~accordance~~to comply with ~~the~~new ~~guidance~~or inrevised ~~ASC~~financial ~~480.~~accounting ~~Class~~standards Auntil ~~common~~private ~~stock~~companies ~~subject~~(that tois, ~~mandatory~~those ~~redemption~~that ishave ~~classified~~not ashad a ~~liability~~Securities ~~instrument~~Act ~~and~~registration isstatement ~~measured~~declared ateffective ~~fair~~or ~~value.~~do ~~Conditionally~~not ~~redeemable~~have ~~common~~a ~~stock~~class ~~(including~~of ~~common~~securities ~~stock~~registered ~~that~~under ~~features~~the ~~redemption~~Securities ~~rights~~Exchange ~~that~~Act ~~are~~of ~~either~~1934, ~~within~~as ~~the~~amended) ~~control~~are ofrequired to comply with the ~~holder~~new or ~~subject~~revised tofinancial ~~redemption~~accounting ~~upon~~standards. ~~the~~The ~~occurrence~~JOBS ofAct ~~uncertain~~provides ~~events~~that ~~not~~a ~~solely~~company ~~within~~can elect to opt out of the ~~Company’s~~extended ~~control)~~transition isperiod ~~classified~~and ascomply ~~temporary~~with ~~equity.~~the Atrequirements ~~all~~that ~~other~~apply ~~times,~~to ~~common~~non-emerging ~~stock~~growth iscompanies ~~classified~~but asany ~~stockholders’~~such ~~equity~~election to opt out is irrevocable. The Company’s ~~common~~has ~~stock~~elected ~~features~~not ~~certain~~to ~~redemption~~opt ~~rights~~out of such extended transition period which means that ~~are~~when ~~considered~~a tostandard beis ~~outside~~issued ofor revised and it has different application dates for public or private companies, the Company’s, ~~control~~as ~~and~~an ~~subject~~emerging togrowth ~~occurrence~~company, ofcan ~~uncertain~~adopt ~~future~~the ~~events~~new or revised standard at the time private companies adopt the new or revised standard. ~~Accordingly,~~This ~~Class~~may Amake ~~common~~comparison ~~stock~~of ~~subject~~the toCompany’s ~~possible~~financial ~~redemption~~statements with another public company which is ~~presented~~either atnot ~~redemption~~an ~~value~~emerging asgrowth ~~temporary~~company ~~equity,~~or ~~outside~~an emerging growth company which has opted out of using the ~~stockholders’~~extended ~~equity~~transition ~~section~~period difficult or impossible because of the ~~Company’s~~potential ~~balance~~differences ~~sheets.~~in accounting standards used.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. 8

AtTable ~~September~~of ~~30, 2021, the Class A common stock reflected in the condensed balance sheet is reconciled in the following table:~~Contents

Use of Estimates


Gross proceeds		310,500,000
Less:
Proceeds allocated to public warrants		(7,555,500)
Class A common stock issuance costs		(17,074,803)
Add:
Accretion of carrying value to redemption value		24,630,303
Class A common stock subject to possible redemption, September 30, 2021		310,500,000

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

~~Basis~~Cash ofand ~~Presentation~~Cash Equivalents

The ~~accompanying~~Company ~~unaudited~~considers ~~condensed~~all ~~financial~~short-term ~~statements~~investments ~~have been prepared in accordance~~ with ~~accounting~~an ~~principles~~original ~~generally~~maturity ~~accepted in the United States~~ of ~~America~~three ~~(“GAAP”)~~months ~~for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information~~ or ~~footnote~~less ~~disclosures~~when ~~normally~~purchased ~~included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant~~ to ~~the~~be ~~rules and~~cash ~~regulations of the SEC for interim financial reporting~~equivalents. ~~Accordingly,~~The ~~they~~Company dodid not ~~include~~have ~~all~~any ~~the information and footnotes necessary for a complete presentation of financial position, results of operations, or~~ cash ~~flows.~~equivalents Inas ~~the opinion~~ of ~~management,~~March ~~the accompanying unaudited condensed financial statements include all adjustments~~31, ~~consisting~~2022 ofand aDecember ~~normal recurring nature~~31, ~~which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented~~2021.

~~The~~Offering accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on April 7, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.Costs

~~Emerging~~Offering ~~Growth~~costs ~~Company~~consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. These costs, together with the upfront underwriting discounts, the deferred underwriting commissions and the financial advisory fee in connection with the Initial Public Offering were charged to stockholders’ equity and warrants exercisable for Class A common stock upon the completion of the Initial Public Offering. Approximately $17.1 million of the offering costs were related to the issuance of Class A common stock and charged to stockholders’ equity and approximately $0.4 million of the offering costs were related to the warrant liabilities and charged to the condensed statement of operations.

~~The~~Marketable ~~Company is an “emerging growth company,” as defined in Section 2(a) of the~~ Securities ~~Act,~~Held as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in ~~its~~Trust periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.Account

9At March 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which invest in United States Treasury securities. Through March 31, 2022, the Company has not withdrawn any monies from the Trust Account.

~~Table~~Income ~~of Contents~~Taxes

~~Further,~~The ~~Section 102(b)(1) of~~Company follows the ~~JOBS~~asset ~~Act~~and ~~exempts~~liability ~~emerging~~method ~~growth~~of ~~companies from being required to comply with new or revised financial~~ accounting ~~standards~~for ~~until~~income ~~private~~taxes ~~companies~~under ~~(that~~ASC is740, ~~those~~“Income ~~that~~Taxes” ~~have~~(“ASC ~~not~~740”). ~~had~~Deferred atax ~~Securities~~assets ~~Act~~and ~~registration~~liabilities ~~statement~~are ~~declared~~recognized ~~effective~~for orthe doestimated ~~not~~future ~~have~~tax aconsequences ~~class~~attributable ofto ~~securities~~differences ~~registered~~between ~~under~~ the ~~Exchange~~financial ~~Act)~~statements ~~are~~carrying ~~required~~amounts toof ~~comply~~existing ~~with~~assets ~~the~~and ~~new~~liabilities orand ~~revised~~their ~~financial~~respective ~~accounting~~tax ~~standards~~bases. ~~The~~Deferred ~~JOBS~~tax ~~Act~~assets ~~provides~~and ~~that~~liabilities aare ~~company~~measured ~~can~~using ~~elect~~enacted totax ~~opt~~rates ~~out~~expected ofto ~~the~~apply ~~extended~~to ~~transition~~taxable ~~period~~income ~~and~~in ~~comply with~~ the ~~requirements~~years ~~that~~in ~~apply~~which tothose ~~non-emerging~~temporary ~~growth~~differences ~~companies~~are ~~but~~expected ~~any such election~~ to ~~opt~~be ~~out~~recovered isor ~~irrevocable~~settled. The ~~Company~~effect ~~has~~on ~~elected~~deferred ~~not~~tax toassets ~~opt~~and ~~out~~liabilities of ~~such~~a ~~extended~~change ~~transition~~in ~~period~~tax ~~which~~rates ~~means that when a standard~~ is ~~issued~~recognized orin ~~revised~~income ~~and~~in ~~it has different application dates for public or private companies,~~ the ~~Company,~~period asthat anincluded ~~emerging growth company, can adopt~~ the ~~new~~enactment ~~or revised standard at the time private companies adopt the new or revised standard~~date. ~~This~~Valuation ~~may~~allowances ~~make~~are ~~comparison~~established, ofwhen ~~the~~necessary, ~~Company’s~~to ~~financial~~reduce ~~statements~~deferred ~~with~~tax ~~another~~assets ~~public~~to ~~company which is either not an emerging growth company or an emerging growth company which has opted out of using~~ the ~~extended~~amount ~~transition~~expected ~~period~~to ~~difficult~~be ~~or impossible because of the potential differences in accounting standards used~~realized.

~~Use~~ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of ~~Estimates~~tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 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. The Company has been subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the three months ended March 31, 2022.

~~The~~Net ~~preparation~~Income ofper the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.Share

~~Making~~Net ~~estimates~~income ~~requires~~per ~~management~~share tois ~~exercise~~computed ~~significant~~by ~~judgment.~~dividing Itnet isincome atby ~~least~~the ~~reasonably~~weighted ~~possible~~average ~~that~~number ~~the~~of ~~estimate~~shares of common stock outstanding during the ~~effect~~period ofin acompliance ~~condition,~~with ~~situation~~accounting orand ~~set~~disclosure requirements of ~~circumstances~~FASB ~~that~~ASC ~~existed~~Topic at260, ~~the~~“Earnings ~~date~~per ofShare”. The remeasurement associated with the ~~financial~~redeemable ~~statements,~~Class ~~which~~A ~~management~~common ~~considered~~stock inis ~~formulating~~excluded ~~its~~from ~~estimate,~~income ~~could~~per ~~change~~share inas the ~~near~~redemption ~~term~~value ~~due~~approximates tofair ~~one~~value. orThe ~~more~~Company ~~future~~has ~~confirming~~not ~~events.~~considered ~~Accordingly,~~the effect of the ~~actual~~warrants ~~results~~sold ~~could~~in ~~differ~~the ~~significantly~~Initial ~~from~~Public ~~those~~Offering ~~estimates.~~and the private

~~Cash and Cash Equivalents~~9

~~The~~Table ~~Company considers all short-term investments with an original maturity~~ of ~~three months or less when purchased to be cash equivalents. Cash equivalents consist of mutual funds. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.~~Contents

~~Offering~~placement ~~Costs~~to purchase an aggregate of 15,823,333 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented.

~~Offering~~The ~~costs~~Company’s ~~consist~~statement of ~~legal,~~operations ~~accounting~~includes ~~and~~a ~~other~~presentation ~~expenses~~of ~~incurred~~net ~~through~~income ~~the~~per ~~balance~~share ~~sheet~~of ~~date~~Class ~~that~~A ~~are~~common ~~directly~~stock ~~related~~subject to ~~the~~possible ~~Initial~~redemption ~~Public~~and ~~Offering.~~non-redeemable ~~These~~Class ~~costs,~~B ~~together~~common ~~with~~stock and allocates the ~~upfront~~net ~~underwriting~~income ~~discounts,~~into the ~~deferred~~two ~~underwriting~~classes ~~commissions~~of stock in calculating net income. Net income per common share, basic and ~~the~~diluted, ~~financial~~for ~~advisory~~Class ~~fee~~A inredeemable ~~connection~~common ~~with~~stock ~~the~~is ~~Initial~~calculated ~~Public~~by ~~Offering~~dividing ~~were~~the ~~charged~~net toincome ~~stockholders’~~by ~~equity~~the ~~and~~weighted ~~warrants~~average ~~exercisable~~number ~~for~~of Class A common stock ~~upon~~subject ~~the~~to ~~completion~~possible ofredemption ~~the~~outstanding. ~~Initial~~Net ~~Public~~income ~~Offering.~~per ~~Approximately~~share, ~~$17.1~~basic ~~million~~and ofdiluted, ~~the~~for ~~offering~~Class ~~costs~~B ~~were~~non-redeemable ~~related~~common tostock is calculated by dividing the ~~issuance~~net income by the weighted average number of Class AB non-redeemable common stock ~~and~~outstanding ~~charged~~for tothe ~~stockholders’~~period. ~~equity~~As ~~and~~of ~~approximately~~March ~~$0.4~~31, ~~million~~2022 ofand March 31, 2021, the ~~offering~~Company ~~costs~~did ~~were~~not ~~related~~have any dilutive securities or other contracts that could, potentially, be exercisable or converted to ~~the~~shares ~~warrant~~of ~~liabilities~~common stock and ~~charged~~then toshare in the ~~condensed~~earnings ~~statement~~ of ~~operations~~the Company.

~~Marketable~~The ~~Securities~~following ~~Held~~table reflects the calculation of basic and diluted net income per common share (in ~~Trust~~dollars, ~~Account~~except per share amounts):

At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in United States Treasury securities. Through September 30, 2021, the Company has not withdrawn any monies from the Trust Account.

Income Taxes


	For the Three Months Ended
	March 31,
	2022		2021
Class A common stock subject to possible redemption
Numerator: Income attributable to Class A Common Stock subject to possible redemption
Net income	$	3,799,948	$	1,159,857
Net income attributable to Class A common stock subject to possible redemption	$	3,799,948	$	1,159,857
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		31,050,000		21,154,945
Basic and diluted net income per share, Class A Common Stock subject to possible redemption	$	0.12	$	0.05

Non-Redeemable Class B Common Stock
Numerator: Income attributable to Class B common stock
Net income	$	949,987	$	407,517
Non-redeemable net income	$	949,987		407,517
Denominator: Weighted average shares of non-redeemable Class B common stock
Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock		7,762,500		7,439,835
Basic and diluted net income per share, non-redeemable Class B common stock	$	0.12	$	0.05

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

10Concentration of Credit Risk

~~Table~~Financial instruments that potentially subject the Company to concentrations of ~~Contents~~credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

~~ASC~~Fair ~~740~~Value ~~prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement~~ of ~~tax~~Financial positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.Instruments

OnThe ~~March 27,~~fair ~~2020,~~value ~~President~~of ~~Trump signed~~ the ~~Coronavirus~~Company’s ~~Aid,~~assets ~~Relief,~~ and ~~Economic~~liabilities, ~~Security~~which ~~Act~~qualify ~~(the~~as ~~“CARES~~financial ~~Act”)~~instruments ~~into~~under ~~law.~~ASC ~~The CARES Act includes several significant business tax provisions that~~820, ~~among~~“Fair ~~other~~Value ~~things,~~Measurement” ~~would eliminate the taxable income limit for certain net operating losses~~ (“~~NOL~~ASC 820”) ~~and allow businesses to carry back NOLs arising in 2018~~, ~~2019~~approximates ~~and 2020 to~~ the ~~five~~carrying ~~prior years,~~amounts ~~suspend~~represented ~~the~~in ~~excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen~~ the ~~business~~accompanying ~~interest~~condensed ~~limitation~~balance ~~under section 163(j) of the Internal Revenue Code of 1986~~sheets, asprimarily ~~amended, from~~due ~~30 percent~~ to ~~50 percent~~their ~~among~~short-term ~~other technical corrections included in the Tax Cuts and Jobs Act tax provisions~~nature. ~~The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statement of operations.~~

~~Net~~Fair ~~Income~~Value ~~(Loss) per Share~~Measurements

~~Net~~Fair ~~income~~value ~~(loss) per share~~ is ~~computed~~defined byas ~~dividing net loss by~~ the ~~weighted~~price ~~average~~that ~~number~~would ofbe ~~shares~~received offor ~~common~~sale ~~stock outstanding during the period. Shares~~ of ~~common~~an ~~stock~~asset ~~subject~~or paid to ~~possible~~transfer ~~redemption~~a ~~at September 30~~liability, ~~2021,~~in ~~which~~an ~~are~~orderly ~~not~~transaction ~~currently~~between ~~redeemable~~market ~~and~~participants ~~are not redeemable~~ at ~~fair value, have been excluded from~~ the ~~calculation~~measurement ~~of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings~~date. ~~The~~GAAP ~~Company~~establishes ~~has~~a not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 15,823,333 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be antithree-~~dilutive.~~tier Asfair avalue ~~result~~hierarchy, ~~diluted~~which ~~net~~prioritizes ~~loss per common share is~~ the ~~same~~inputs ~~as basic net loss per common share for the periods presented.~~

The Company’s statement of operations includes a presentation of net earnings (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of stock in calculating net earnings (loss) per Net earnings (loss) per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the net loss by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.10

11Table of Contents

~~Table~~used ofin ~~Contents~~measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

~~The~~● ~~following~~Level ~~table~~1, ~~reflects~~defined ~~the~~as ~~calculation~~observable ofinputs ~~basic~~such ~~and~~as ~~diluted~~quoted ~~net~~prices ~~earnings~~ (~~loss~~unadjusted) ~~per~~for ~~common~~identical ~~share~~instruments (in ~~dollars,~~active ~~except per share amounts):~~markets;

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and


			Nine months
	Three Months Ended		Ended
	September 30,		September 30,
	2021		2021
Class A Common Stock subject to possible redemption
Numerator: Earnings (loss) attributable to Class A Common Stock subject to possible redemption
Net income (loss)	$	906,545	$	(1,168,388)
Net earnings (loss) attributable to Class A Common Stock subject to possible redemption	$	906,545	$	(1,168,388)
Denominator: Weighted average Class A Common Stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption		31,050,000		27,763,686
Basic and diluted net earnings (loss) per share, Class A Common Stock subject to possible redemption	$	0.03	$	(0.04)
Non-Redeemable Class B Common Stock
Numerator: Net earnings (loss) minus net earnings
Net earnings (loss)	$	226,636	$	(322,162)
Non-redeemable net earnings (loss)	$	226,636		(322,162)

Denominator: Weighted average Non-Redeemable Class B Common Stock
Basic and diluted weighted average shares outstanding, Non-Redeemable Class B Common Stock		7,762,500		7,655,338

Basic and diluted net earnings (loss) per share, Non-Redeemable Class B Common Stock	$	0.03	$	(0.04)

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

~~Concentration~~Warrants ofExercisable ~~Credit~~for ~~Risk~~Class A Common Stock

~~Financial~~The ~~instruments~~Company ~~that~~accounted ~~potentially~~for ~~subject~~ the ~~Company~~15,823,333 towarrants ~~concentrations~~issued ofin ~~credit~~connection ~~risk~~with ~~consist~~the ofInitial aPublic ~~cash~~Offering ~~account~~and inthe aPrivate ~~financial~~Placement ~~institution,~~Warrants ~~which~~(collectively, atthe ~~times,~~“Warrants”) ~~may~~as ~~exceed~~either ~~the~~equity-classified ~~Federal~~or ~~Depository~~liability-classified ~~Insurance~~instruments ~~Coverage~~based on an assessment of ~~$250~~the Warrant’s specific terms and applicable authoritative guidance in ASC 480,~~000.~~ ~~The~~“Distinguishing ~~Company~~Liabilities ~~has~~from ~~not~~Equity ~~experienced~~(“ASC ~~losses~~480”) onand ~~this~~ASC ~~account~~815, “Derivatives and ~~management~~Hedging” ~~believes~~(“ASC 815”). This assessment, which requires the ~~Company~~use of professional judgment, is ~~not~~conducted ~~exposed~~at tothe ~~significant~~time ~~risks~~of onwarrant ~~such~~issuance ~~account~~and as of each subsequent quarterly period end date while the warrants are outstanding.

~~Fair~~Class ~~Value~~A ofCommon ~~Financial~~Stock ~~Instruments~~Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s ~~assets~~control) ~~and~~is ~~liabilities~~classified as temporary equity. At all other times, ~~which~~common ~~qualify~~stock is classified as ~~financial~~stockholders’ ~~instruments~~equity. ~~under~~The ~~ASC~~Company’s ~~820,~~common ~~“Fair~~stock ~~Value~~features ~~Measurement”~~certain ~~(“ASC~~redemption ~~820”),~~rights ~~approximates~~that ~~the~~are ~~carrying~~considered ~~amounts~~to ~~represented~~be inoutside of the ~~accompanying~~Company’s ~~condensed~~control ~~balance~~and ~~sheets~~subject to occurrence of uncertain future events. Accordingly, ~~primarily~~Class ~~due~~A common stock subject to ~~their~~possible ~~short-term~~redemption ~~nature~~is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.

~~Warrants~~The ~~Exercisable~~Company ~~for~~recognizes ~~Class~~changes Ain ~~Common~~redemption ~~Stock~~value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit.

~~The~~At ~~Company~~March ~~accounted for the 15~~31,~~823,333~~ ~~warrants~~2022 ~~issued in connection with the Initial Public Offering~~ and ~~the~~December ~~Private Placement Warrants (collectively~~31, the “Warrants”) as either equity-classified or liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 8152021, ~~“Derivatives and Hedging” (“ASC 815”). The assessment considers whether~~ the ~~warrants~~Class ~~are~~A freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the company’s own common stock, ~~among~~subject ~~other~~to ~~conditions~~possible ~~for~~redemption ~~equity~~reflected ~~classification.~~in ~~This assessment, which requires~~ the ~~use~~condensed ofbalance ~~professional~~sheets ~~judgment,~~ is ~~conducted~~reconciled atin the ~~time~~following ~~of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.~~table:

Table of Contents


Gross proceeds from initial public offering	$	310,500,000
Less:
Proceeds allocated to public warrants		(7,555,500)
Offering costs allocated to Class A common stock subject to possible redemption		(17,074,803)
Add:
Remeasurement on Class A common stock subject to possible redemption amount		24,630,303
Class A common stock subject to possible redemption	$	310,500,000

~~Recent Accounting Pronouncements~~

In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): 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 GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. 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.11

~~Management~~Table ~~does~~of ~~not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.~~Contents

Recent Accounting Pronouncements

In August 2020, FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): 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 GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. 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.

~~NOTE 4.~~Management ~~INITIAL~~does ~~PUBLIC~~not ~~OFFERING~~believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

On January 28, 2021, pursuant to the Initial Public Offering, the Company sold 31,050,000 Units, which includes the full exercise by the underwriter of its over-allotment option in the amount of 4,050,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each whole warrant, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 9).

NOTE 54. ~~PRIVATE~~INITIAL ~~PLACEMENT~~PUBLIC OFFERING

~~Simultaneously~~On ~~with~~January ~~the~~28, ~~closing~~2021, ofpursuant to the Initial Public Offering, the ~~Sponsor~~Company ~~purchased~~sold ~~an aggregate of 5~~31,~~473~~050,~~333~~000 ~~Private Placement Warrants~~Units, atwhich aincludes ~~price~~the offull ~~$1.50~~exercise ~~per~~by ~~Private~~the ~~Placement~~underwriter ~~Warrant,~~of ~~for~~its anover-allotment ~~aggregate~~option ~~purchase~~in ~~price~~the amount of $84,~~210~~050,000 inUnits, at a ~~private~~price ~~placement~~of $10.00 ~~Each~~per ~~Private~~Unit. ~~Placement~~Each ~~Warrant~~Unit isconsists ~~exercisable~~of ~~to purchase~~ one share of Class A common stock atand anone-third ~~exercise~~of ~~price~~one ofredeemable ~~$11.50~~warrant ~~per~~(each ~~share.~~whole $6warrant,~~210,000~~ ofa ~~the~~“Public ~~proceeds~~Warrant”). ~~from~~Each ~~the~~whole ~~Private Placement Warrants were added to the proceeds from the Initial~~ Public ~~Offering~~Warrant ~~held~~entitles in the ~~Trust~~holder ~~Account.~~to Ifpurchase ~~the~~one ~~Company~~share ~~does not complete a Business Combination by January 28, 2023 or during any Extension Period, the proceeds~~ of ~~the~~Class ~~sale~~A ofcommon ~~the~~stock ~~Private~~at ~~Placement~~an ~~Warrants~~exercise ~~will~~price ~~be used to fund the redemption~~ of ~~the~~$11.50 per ~~Public~~share, ~~Shares (~~subject to ~~the~~adjustment ~~requirements~~(see ofNote ~~applicable law~~9) ~~and the Private Placement Warrants will expire worthless~~. ~~There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.~~

NOTE 65. ~~RELATED~~PRIVATE ~~PARTY TRANSACTIONS~~PLACEMENT

~~Founder~~Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,473,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $8,210,000 in a private placement. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share. $6,210,000 of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination by January 28, 2023 or during any Extension Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.

On October 29, 2020, the Sponsor purchased 6,468,750 Founder Shares (as defined below) for an aggregate purchase price of $25,000. On January 25, 2021, the Company effected a stock dividend of 1,293,750 shares of Class B common stock to holders of Class B common stock on a pro rata basis based on their holdings, resulting in the Company’s initial stockholders holding an aggregate of 7,762,500 Founder Shares.

The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Class B common stock or Class A common stock received upon conversion thereof (together, “Founder Shares”) until the earlier of: (A)NOTE ~~one year after the completion of a Business Combination; and (B) subsequent to a Business Combination (x) if the last reported sale price of the Class A common stock equals or exceeds $12~~6.00 ~~per~~RELATED ~~share~~PARTY (as adjusted for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their shares of common stock for cash, securities or other property.TRANSACTIONS

13Founder Shares

~~Table~~On October 29, 2020, the Sponsor purchased 6,468,750 shares of ~~Contents~~Class B common stock for an aggregate purchase price of $25,000. On January 25, 2021, the Company effected a stock dividend of 1,293,750 shares of Class B common stock to holders of Class B common stock on a pro rata basis based on their holdings, resulting in the Company’s initial stockholders holding an aggregate of 7,762,500 shares of Class B common stock (see Note 8). All share and per-share amounts have been retroactively restated to reflect the stock dividend.

~~Promissory~~The ~~Note~~initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Class B common stock or Class A common stock received upon conversion thereof (together, “Founder Shares”) until the earlier of: (A) —one ~~Related~~year after ~~Party~~the completion of a Business Combination; and (B) subsequent to a Business Combination (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their shares of common stock for cash, securities or other property.

On October 29, 2020, the Sponsor agreed 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 “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $300,000 remained outstanding at the closing of the Initial Public Offering on January 28, 2021. On February 2, 2021, the Company repaid the Promissory Note in full.12

~~Administrative~~Table ~~Services~~of ~~Agreement~~Contents

~~The~~Promissory ~~Company~~Note — ~~agreed,~~Related commencing on January 26, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, administrative and support services.Party

~~Related~~On ~~Party~~October ~~Loans~~29, 2020, the Sponsor agreed 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 “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $300,000 remained outstanding at the closing of the Initial Public Offering on January 28, 2021. On February 2, 2021, the Company repaid the Promissory Note in full.

InAdministrative ~~order~~Services to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. 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 Loans.Agreement

The Company agreed, commencing on the date that securities of the Company were first listed on the Nasdaq Capital Market through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, administrative and support services. The Company and the affiliate of the Sponsor canceled the Administrative Services Agreement effective March 31, 2022 as the affiliate of the Sponsor agreed to waive the monthly payments. No amounts have been accrued or paid for the period from the commencement date through March 31, 2022.

~~NOTE 7.~~Related ~~COMMITMENTS~~Party Payables

~~Registration~~The ~~Rights~~Company had an affiliate of the Sponsor pay for certain costs which totaled $563,944 and $0 as of March 31, 2022 and March 31, 2021.

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued on conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed in conjunction with the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Underwriting~~NOTE 7. ~~Agreement~~COMMITMENTS AND CONTINGENCIES

~~The~~Registration underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,867,500 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement by January 28, 2023.Rights

Underwriting ~~NOTE 8. STOCKHOLDERS’ EQUITY~~Agreement

~~Preferred Stock —~~ The ~~Company~~underwriters isare ~~authorized~~entitled to ~~issue 1,000,000 shares of preferred stock with~~ a ~~par~~deferred ~~value~~fee of $0.~~0001~~35 per ~~share. The Company’s board of directors is authorized to fix the voting rights~~Unit, ~~if any, designations, powers, preferences, the relative, participating, optional~~ or ~~other special rights and any qualifications~~$10, ~~limitations and restrictions thereof~~867,500 ~~applicable~~in to the ~~shares of each series~~aggregate. The ~~board~~deferred offee ~~directors~~will isbe ~~able~~waived ~~to,~~by ~~without~~the ~~stockholder~~underwriters ~~approval,~~in ~~issue~~the ~~shares~~event ~~of preferred stock with voting and other rights~~ that ~~could adversely affect~~ the ~~voting~~Company ~~power~~does ~~and~~not ~~other~~complete ~~rights~~a ofBusiness ~~the~~Combination ~~holders~~by ofJanuary ~~the~~28, ~~common stock and could have anti-takeover effects. At September 30~~2023, ~~2021,~~ ~~there~~subject ~~were~~to nothe ~~shares~~terms of ~~preferred~~the ~~stock~~underwriting ~~issued or outstanding~~agreement.

~~Table~~NOTE 8. ofSTOCKHOLDERS’ ~~Contents~~DEFICIT

~~Common~~Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. The Company’s board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors is able to, without stockholder approval, issue shares of preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. At March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 400,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At ~~September 30~~March 31, ~~2021,~~ ~~there~~2022 ~~were no shares of Class A common stock issued~~ and ~~outstanding,~~December ~~excluding~~ 31,~~050~~ 2021,~~000~~ ~~shares of Class A common stock subject to possible redemption which are presented as temporary equity.~~

Class B Common Stock —The Company is authorized to issue 40,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At September 30, 2021, there were 7,762,500 shares of Class B common stock issued and outstanding.13

~~Holders~~Table of Class B common stock have the right to elect all of the Company’s directors prior to a Business Combination. Holders 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 except as required by law.Contents

~~The~~there ~~Class~~were Bno common stock will automatically convert into Class A common stock at the time of the completion of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, ~~or equity-linked securities, are~~ issued ~~or deemed issued in excess of the amounts issued in the Initial Public Offering~~ and ~~related to the closing of a Business Combination~~outstanding, ~~the~~excluding ratio at which Founder Shares will convert into Class A common stock will be adjusted (subject to waiver by holders of a majority of the Class B common stock) so that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal31, ~~in the aggregate~~050,000 ~~on an as-converted basis, 20% of the sum of the common stock issued and outstanding upon completion of the Initial Public Offering plus the number of~~ shares of Class A common stock ~~and~~subject ~~equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares of Class A common stock or equity-linked securities issued, or~~ to bepossible ~~issued~~redemption, towhich ~~any~~are ~~seller~~presented inas atemporary ~~Business Combination~~equity.

Class B Common Stock — The Company is authorized to issue 40,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At March 31, 2022 and December 31, 2021, there were 7,762,500 shares of Class B common stock issued and outstanding.

~~NOTE~~Holders 9of Class B common stock have the right to elect all of the Company’s directors prior to a Business Combination. ~~WARRANTS~~Holders 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 except as required by law.

~~Warrants~~The —Class ~~Public~~B ~~Warrants~~common ~~may~~stock ~~only~~will beautomatically ~~exercised~~convert ~~for~~into Class A common stock at the time of the completion of a ~~whole~~Business ~~number~~Combination, or earlier at the option of ~~shares~~the holder, on a one-for-one basis, subject to adjustment. NoIn ~~fractional~~the case that additional shares ~~will~~of beClass A common stock, or equity-linked securities, are issued ~~upon~~or ~~exercise~~deemed issued in excess of the amounts issued in the Initial Public ~~Warrants~~Offering and ~~only~~related ~~whole~~to ~~warrants~~the closing of a Business Combination, the ratio at which Founder Shares will ~~trade.~~convert ~~The~~into ~~Public~~Class ~~Warrants~~A common stock will ~~become~~be ~~exercisable~~adjusted on(subject ~~the~~to ~~later~~waiver by holders of ( a majority of the Class B common stock) 30 ~~days after~~so that the ~~completion~~number of ashares ~~Business~~of ~~Combination~~Class orA ~~(b) 12~~common ~~months after~~stock issuable upon conversion of all Founder Shares will equal, in the ~~closing~~aggregate, on an as-converted basis, 20% of the sum of the common stock issued and outstanding upon completion of the Initial Public Offering. ~~The~~plus ~~Public~~the ~~Warrants~~number ~~will~~of ~~expire~~shares ~~five~~of ~~years after~~Class ~~the~~A ~~completion~~common ofstock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares of Class A common stock or ~~earlier~~equity-linked ~~upon~~securities ~~redemption~~issued, or ~~liquidation~~to be issued, to any seller in a Business Combination.

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 governing the Warrants (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 except as described below, the warrants will not be adjusted for issuances 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 Period and the Company liquidates the funds held in the Trust Account, holders of the warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution form the Company’s assets held outside the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

15NOTE 9. WARRANTS

~~Table~~Warrants— Public Warrants may only be exercised for a whole number of ~~Contents~~shares. No fractional shares will be issued upon exercise of the Public Warrants and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months after the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

InIf ~~addition, if (x)~~ the Company ~~issues~~calls ~~additional~~the ~~shares~~Public ofWarrants ~~Class A common stock or equity-linked securities~~ for ~~capital~~redemption, ~~raising~~management ~~purposes~~will inhave ~~connection with~~ the ~~closing~~option ofto ~~the~~require ~~Company’s~~all ~~initial~~holders ~~Business~~that ~~Combination~~wish atto anexercise ~~issue~~the ~~price~~Public orWarrants ~~effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price~~ to bedo ~~determined~~so inon ~~good~~a ~~faith~~“cashless bybasis,” ~~the~~as ~~Company’s~~described ~~board of directors and,~~ in the ~~case~~warrant ofagreement ~~any~~governing ~~such issuance to~~ the ~~Sponsor~~Warrants ~~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~~Warrant ~~Issued Price~~Agreement”),. ~~(y)~~The ~~the~~exercise ~~aggregate~~price ~~gross proceeds from such issuances represent more than 60% of the total equity proceeds,~~ and ~~interest~~number ~~thereon, available for the funding~~ of ~~the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of~~ shares of ~~the Company’s~~ Class A common stock ~~during~~issuable ~~the~~upon ~~20 trading day period starting on the trading day prior to the day on which the Company consummate a Business Combination (such price, the “Market Value”) is below $9.20 per share, the~~ exercise ~~price~~ of the warrants ~~will~~may be adjusted ~~(to~~in ~~the~~certain ~~nearest~~circumstances ~~cent)~~including toin ~~be equal to 115% of~~ the ~~higher~~event of ~~the~~a ~~Market~~stock ~~Value~~dividend, ~~and~~or ~~the~~recapitalization, ~~Newly Issued Price~~reorganization, ~~the~~merger ~~$18~~or consolidation.00 ~~per~~However ~~share~~except ~~redemption~~as ~~trigger price~~ described below, ~~under~~the ~~“Redemption of~~ warrants ~~when~~will ~~the~~not ~~price~~be ~~per~~adjusted ~~share~~for issuances of ~~the Company’s~~ Class A common stock ~~equals~~at ora ~~exceeds~~price ~~$18.00”~~below ~~and~~its ~~“Redemption~~exercise ofprice. ~~warrants~~Additionally, ~~when~~in ~~the~~no ~~price~~event ~~per~~will ~~share of~~ the Company’s ~~Class~~be Arequired ~~common~~to ~~stock~~net ~~equals~~cash orsettle ~~exceeds~~the ~~$10~~warrants.~~00”~~ ~~will~~If ~~be adjusted (to~~ the ~~nearest~~Company ~~cent)~~is tounable ~~be equal~~ to ~~180%~~complete ofa ~~the~~Business ~~higher~~Combination ofby ~~the~~January ~~Market~~28, ~~Value~~2023 ~~and~~or ~~the~~during ~~Newly~~an ~~Issued~~Extension ~~Price,~~Period and the ~~$10.00~~Company ~~per~~liquidates ~~share~~the ~~redemption~~funds ~~trigger~~held ~~price~~in ~~described~~the ~~below~~Trust ~~under~~Account, ~~“Redemption~~holders of the warrants ~~when~~will ~~the~~not ~~price~~receive ~~per~~any ~~share~~ of ~~the~~such ~~Company’s~~funds ~~Class~~with Arespect ~~common~~to ~~stock~~their ~~equals~~warrants, ornor ~~exceeds~~will ~~$10.00”~~they ~~will~~receive beany ~~adjusted~~distribution ~~(to~~form the ~~nearest~~Company’s ~~cent)~~assets toheld beoutside ~~equal~~the toTrust ~~the~~Account ~~higher~~with ofrespect ~~the~~to ~~Market~~such ~~Value~~warrants. ~~and~~Accordingly, the ~~Newly~~warrants ~~Issued~~may ~~Price~~expire worthless.

~~The~~In ~~Company~~addition, ~~will~~if ~~not~~(x) bethe ~~obligated~~Company toissues ~~deliver~~additional ~~any~~ shares of Class A common stock ~~pursuant~~or toequity-linked securities for capital raising purposes in connection with the ~~exercise~~closing of athe ~~Public~~Company’s ~~Warrant~~initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, ~~will~~in ~~have~~the nocase ~~obligation~~of any such issuance to ~~settle~~the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such ~~Public~~affiliates, ~~Warrant~~as ~~exercise~~applicable, ~~unless~~prior ato ~~registration~~such ~~statement~~issuance) ~~under~~(the “Newly Issued Price”), (y) the ~~Securities~~aggregate ~~Act~~gross ~~covering~~proceeds from such issuances represent more than 60% of the ~~issuance~~total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of shares of the Company’s Class A common stock ~~issuable~~during ~~upon~~the ~~exercise~~20 oftrading day period starting on the ~~Public~~trading ~~Warrants~~day isprior ~~then~~to ~~effective~~the ~~and~~day on which the Company consummate a ~~prospectus~~Business ~~relating~~Combination ~~thereto~~(such price, the “Market Value”) is ~~current~~below $9.20 per share, ~~subject~~the toexercise price of the ~~Company~~warrants ~~satisfying~~will ~~its~~be ~~obligations~~adjusted ~~with~~(to ~~respect~~the nearest cent) to ~~registration~~be orequal ato ~~valid~~115% ~~exemption~~of ~~from~~the ~~registration~~higher isof ~~available~~the Market Value and the Newly Issued Price, the $18.00 Noper ~~Public~~share ~~Warrant~~redemption ~~will~~trigger beprice ~~exercisable~~described ~~for~~below ~~cash~~under or“Redemption onof awarrants ~~cashless~~when ~~basis,~~the price per share of the Company’s Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of the Company’s ~~will~~Class ~~not~~A common stock equals or exceeds $10.00” will be ~~obligated~~adjusted (to ~~issue~~the ~~any~~nearest ~~shares~~cent) to ~~holders~~be ~~seeking~~equal to ~~exercise~~180% ~~their~~of ~~Public~~the ~~Warrants,~~higher ~~unless~~of the ~~issuance~~Market ofValue and the ~~shares~~Newly ~~upon~~Issued ~~such~~Price, ~~exercise~~and isthe ~~registered~~$10.00 orper ~~qualified~~share ~~under~~redemption ~~the~~trigger ~~securities~~price ~~laws~~described below under “Redemption of warrants when the ~~state~~price per share of the ~~exercising~~Company’s ~~holder,~~Class A common stock equals or anexceeds ~~exemption~~$10.00” ~~from~~will ~~registration~~be isadjusted ~~available~~(to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the Warrant Agreement. Notwithstanding the above, if the Class A common stock is, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they do not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public 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, the Company will not be required to file or maintain in effect a registration statement, but 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.14

~~Redemption~~Table of ~~warrants when the price per share of the Company’s Class A common stock equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:~~Contents

●The inCompany ~~whole~~will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not inbe ~~part;~~obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

●The atCompany has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a ~~price~~Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of $0the Class A common stock issuable upon exercise of the Public Warrants.01 ~~per~~The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the Warrant; Agreement. Notwithstanding the above, if the Class A common stock is, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they do not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public 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, the Company will not be required to file or maintain in effect a registration statement, but 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.

●Redemption ~~upon~~of ~~not~~warrants ~~less~~when ~~than~~the 30price ~~days~~per share of the Company’s ~~prior~~Class ~~written~~A ~~notice~~common ofstock ~~redemption~~equals toor ~~each~~exceeds ~~warrant~~$18.00. ~~holder;~~Once ~~and~~the Public Warrants become exercisable, the Company may redeem the Public Warrants:

● ~~if,~~in whole and ~~only~~not ~~if,~~in the last reported sale price of shares of the Class A common stock for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant).part;

~~Redemption~~● ofat ~~warrants~~a ~~when the~~ price ~~per share~~ of ~~the Company’s Class A common stock equals or exceeds~~ $100.~~00.~~01 ~~Once~~per ~~the~~ Public ~~Warrants become exercisable, the Company may redeem the Public Warrants:~~Warrant;

● inupon ~~whole~~not ~~and~~less ~~not~~than in30 ~~part~~days’ prior written notice of redemption to each warrant holder; and

16● if, and only if, the last reported sale price of shares of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant).

~~Table~~Redemption of ~~Contents~~warrants when the price per share of the Company’s Class A common stock equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

● atin ~~$0.10~~whole ~~per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption~~ and ~~receive~~not ~~that~~in ~~number of shares based on the redemption date and the “fair market value” of the Class A common stock~~part;

● ~~if,~~at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and ~~only~~receive ~~if,~~that number of shares based on the ~~Reference~~redemption ~~Value~~date ~~equals~~and orthe ~~exceeds~~“fair ~~$10.00~~market ~~per~~value” ~~share~~of ~~(as~~the ~~adjusted);~~Class ~~and~~A common stock;

● if, and only if, the Reference Value isequals ~~less~~or ~~than~~exceeds $1810.00 per share (as adjusted),; ~~the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants.~~and

If● ~~and~~if ~~when~~ the ~~Public~~Reference ~~Warrants~~Value ~~become~~is ~~redeemable~~less bythan ~~the~~$18.00 ~~Company,~~per ~~the~~share ~~Company~~(as ~~may~~adjusted), ~~exercise~~the ~~its~~Private ~~redemption~~Placement ~~right~~Warrants ~~even~~must ifalso itbe isconcurrently ~~unable~~called tofor ~~register~~redemption oron ~~qualify~~ the ~~underlying~~same ~~securities~~terms ~~for~~as ~~sale~~the ~~under~~outstanding ~~all~~Public ~~applicable state securities laws~~Warrants.

~~The~~If ~~Private~~and ~~Placement~~when ~~Warrants are identical to~~ the Public Warrants ~~underlying~~become ~~the~~redeemable ~~Units~~by ~~that were sold in~~ the ~~Initial Public Offering~~Company, ~~except that~~ the ~~Private~~Company ~~Placement~~may ~~Warrants and the Class A common stock issuable upon the~~ exercise ofits ~~the~~redemption ~~Private~~right ~~Placement~~even ~~Warrants~~if ~~are~~it ~~not~~is ~~transferable,~~unable ~~assignable or salable until 30 days after the completion of a Business Combination, subject~~ to ~~certain~~register limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable, except as described above, so long as they are held by the initial purchasers or ~~their~~qualify ~~permitted transferees. If~~ the ~~Private~~underlying ~~Placement~~securities ~~Warrants~~for ~~are~~sale ~~held~~under byall ~~someone~~applicable ~~other~~state ~~than~~securities ~~the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and are exercisable by such holders on the same basis as the Public Warrants~~laws.

The Private Placement Warrants are ~~not~~identical ~~considered~~ to ~~be indexed to~~ the ~~Company’s~~Public ~~stock~~Warrants ~~price.~~underlying ~~In accordance with ASC 815,~~ the ~~warrants~~Units that were ~~classified~~sold ~~as a liability~~ in the ~~total~~Initial ~~amount~~Public ofOffering, ~~$11.6~~except ~~million~~that atthe ~~January~~Private ~~28,~~Placement ~~2021.~~Warrants Inand ~~addition,~~ the ~~warrants~~Class ~~must~~A becommon ~~valued~~stock ~~every~~issuable ~~reporting~~upon ~~period~~the ~~and~~exercise ~~adjusted~~of ~~to market with~~ the ~~increase~~Private orPlacement ~~decrease~~Warrants ~~being~~are ~~adjusted~~not ~~through~~transferable, ~~earnings.~~assignable Asor ofsalable ~~September~~until 30, ~~2021~~days after the ~~fair~~completion ~~value~~ of ~~the~~a ~~warrant~~Business ~~liability~~Combination, ~~was~~subject ~~$11.7~~to ~~million.~~certain

~~NOTE 10.~~Table ~~FAIR~~of ~~VALUE MEASUREMENTS~~Contents

~~The~~limited ~~Company~~exceptions. ~~follows~~Additionally, the ~~guidance~~Private inPlacement ~~ASC~~Warrants ~~820~~are ~~for~~exercisable ~~its~~on ~~financial~~a ~~assets~~cashless basis and ~~liabilities~~are ~~that~~non-redeemable, except as described above, so long as they are ~~re-measured~~held ~~and~~by ~~reported~~the atinitial ~~fair~~purchasers ~~value~~or attheir ~~each~~permitted ~~reporting~~transferees. ~~period,~~If ~~and~~the ~~non-financial~~Private ~~assets~~Placement ~~and~~Warrants ~~liabilities~~are ~~that~~held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are ~~re-measured~~redeemable by the Company and ~~reported~~are atexercisable ~~fair~~by ~~value~~such atholders ~~least~~on ~~annually~~the same basis as the Public Warrants.

The ~~fair~~Warrants ~~value~~are ofnot ~~the~~considered ~~Company’s~~to ~~financial~~be ~~assets~~indexed ~~and~~to ~~liabilities~~the ~~reflects management~~Company’s ~~estimate~~stock ofprice. ~~amounts~~In ~~that~~accordance ~~the~~with ~~Company~~ASC ~~would~~815, ~~have received in connection with~~ the ~~sale~~warrants ofwere ~~the~~classified ~~assets~~as ora ~~paid~~liability in ~~connection with~~ the ~~transfer~~total amount of ~~the~~$11.6 ~~liabilities~~million ~~in an orderly transaction between market participants~~ at ~~the~~January ~~measurement~~28, ~~date~~2021. In ~~connection~~addition, ~~with~~the ~~measuring~~warrants ~~the~~must ~~fair~~be ~~value~~valued ofevery ~~its~~reporting ~~assets~~period and ~~liabilities,~~adjusted ~~the Company seeks~~ to ~~maximize the use of observable inputs (~~market ~~data~~with ~~obtained~~the ~~from~~increase ~~independent~~or ~~sources)~~decrease ~~and~~being toadjusted ~~minimize~~through ~~the~~earnings. ~~use~~As of ~~unobservable~~March ~~inputs~~31, ~~(internal~~2022 ~~assumptions about how market participants would price assets~~ and ~~liabilities).~~December ~~The~~31, ~~following~~2021, the fair value ~~hierarchy~~of ~~is used to classify assets and liabilities based on~~ the ~~observable~~warrant ~~inputs~~liability ~~and~~was ~~unobservable~~$3,481,133 ~~inputs used in order to value the assets~~ and ~~liabilities:~~$8,544,600, respectively.

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

~~Level~~NOTE ~~2: Observable inputs other than Level 1 inputs~~10. ~~Examples~~FAIR ofVALUE ~~Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.~~MEASUREMENTS

~~Level~~The 3:following ~~Unobservable~~table ~~inputs~~presents ~~based~~fair onvalue ~~our~~information ~~assessment~~at March 31, 2022 and December 31, 2021 of the ~~assumptions~~Company’s financial assets and liabilities that ~~market~~were ~~participants~~accounted ~~would~~for ~~use~~at infair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management’s judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the ~~asset~~Private orPlacement Warrants liability is classified within Level 3 of the fair value hierarchy. There was no transfer of fair value measurements between levels of the fair value hierarchy for the three months ended March 31, 2022.

17The following tables set forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis:

~~Table of Contents~~

Level 1 assets and liabilities at fair value is comprised of Cash, Cash held in the Trust Account and Public Warrants. The Company has no other Level 1 assets or liabilities at fair value and no Level 2 assets or liabilities at fair value at September 30, 2021 and December 31, 2020. The Company has warrants exercisable for Class A common stock with a fair value of $11,699,443 and $0 as of September 30, 2021 and December 31, 2020, respectively. The Private Placement Warrants are classified as Level 3 based on a valuation model that utilizes both observable and unobservable inputs. Observable inputs include market prices of warrants issued by other special purpose acquisition companies and unobservable inputs include model adjustments for valuation uncertainty pertaining to the probability of the Company consummating a Business Combination. The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 fair value measurement during the nine month periods ended September 30, 2021. The following table provides a summary of the changes in fair value of the Company’s Level 3 assets and liabilities for the nine months ended September 30, 2021. There were no transfers to/from Levels 1, 2 and 3 during the three months ended September 30, 2021.


	March 31, 2022
	(Level 1)		(Level 2)		(Level 3)
Assets
Cash and marketable securities held in Trust Account	$	310,549,167	$	—	$	—
Liabilities
Public Warrants	$	2,277,000	$	—	$	—
Private Placement Warrants	$	—	$	—	$	1,204,133


	~~Private~~December ~~Placement~~31, ~~Warrants~~2021
	~~Exercisable~~(Level ~~for~~1)		(Level 2)		(Level 3)
	Class A common
Assets
	stock		Public Warrants		Warrant Liabilities
Cash and marketable securities held in trust account	$	310,544,829	$	—	$	—
Balance December 31, 2020	$	—	$	—	$	—
Liabilities
Initial Fair Value at January 28, 2021		4,050,266		7,555,500		11,605,766
Public Warrants	$	5,589,000	$	—	$	—
Change in Fair Value		19,157		74,520		93,677
Private Placement Warrants	$	—	$	—	$	2,955,600
Transfer to Level 1		—		(7,630,020)		(7,630,020)
Fair Value as of September 30, 2021	$	4,069,423	$	—	$	4,069,423

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:Measurement

At March 31, 2022, the Company’s warrant liability was valued at $3,481,133. Under the guidance in Subtopic 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded as a liability on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.


		September 30,		December 31,
Description	Level	2021		2020
Assets:
Marketable securities held in Trust Account	1	$	310,538,740	$	—
Liabilities:
Public warrants	1	$	7,630,020	$	—
Private warrants	3	$	4,069,423	$	—

The Warrants were initially valued using a Monte Carlo simulation model, with the observable assumptions as provided in the table below. Significant increases in the expected stock prices and expected liquidity would result in a significantly higher fair value measurement. Significant increases in either the probability or severity of default of the host instrument would result in a significantly lower fair value measurement. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the closing price of the Public Warrants was used as the fair value for the Public Warrants as of each relevant date. The Private Placement Warrants are valued using a Monte Carlo simulation model at each reporting period.

~~The~~Table Warrants were initially valued using a Monte Carlo simulation model, with the observable assumptions as provided in the table below. Significant increases in the expected stock prices and expected liquidity would result in a significantly higher fair value measurement. Significant increases in either the probability or severity of default of the host instrument would result in a significantly lower fair value measurement. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the closing price of the Public Warrant was used as the fair value for the Public Warrants as of each relevant date.Contents

The key inputs into the Monte Carlo simulation model formula utilized to value the Private Placement Warrants were as follows at March 31, 2022 and December 31, 2021:


	As of			As of
	January 28,			September 30,
	2021			2021

Stock price on valuation date	$	9.76		$	9.71
Exercise price	$	11.50		$	11.50
Term (years)		5.93			5.50
Expected volatility		14.0	%		12.9	%
Weighted average risk-free interest rate		0.57	%		1.06	%
Trials		400			400


	March 31,			December 31,
Input	2022			2021
Common stock price	$	9.81		$	9.75
Exercise price	$	11.50		$	11.50
Risk-free rate of interest		2.38	%		1.34	%
Volatility		3.3	%		9.1	%
Term		5.76			6.00
Warrant to buy one share (unadjusted for the probability of dissolution)	$	0.22		$	0.54
Warrant to buy one share (adjusted for the probability of dissolution)	$	0.22		$	0.54
Dividend yield		0.00	%		0.00	%

~~Table of Contents~~

NOTE 11. ~~SUBSEQUENT~~INCOME ~~EVENTS~~TAX

~~The~~During ~~Company evaluated subsequent events and transactions that occurred after~~ the ~~balance~~three ~~sheet~~months ~~date~~ended upMarch to31, ~~the date that the financial statements were issued. Based upon this review~~2022, the Company did not ~~identify~~record any ~~subsequent~~income ~~events~~tax ~~that~~benefits ~~would~~for ~~have~~the ~~required~~net ~~adjustment~~operating orlosses ~~disclosure~~incurred indue to the ~~condensed~~uncertainty ~~financial~~of ~~statements~~realizing a benefit from those items.

The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of net operating loss carryforwards. The Company considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies, and have concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. As such, the Company recorded a full valuation allowance against net deferred tax assets as of March 31, 2022 and December 31, 2021.

~~Table~~NOTE of12. SUBSEQUENT ~~Contents~~EVENTS

~~Item~~The 2.Company ~~Management’s~~evaluated ~~Discussion~~subsequent events and ~~Analysis~~transactions ofthat ~~Financial~~occurred ~~Condition~~after ~~and~~the ~~Results~~balance ofsheet ~~Operations~~date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

References in this quarterly report on Form 10-Q (the “Quarterly Report”) to “we,” “our,” “us,” and “Company” refer to Science Strategic Acquisition Corp. Alpha. References to our “management” or our “management team” refer to our officers and directors, and references to our “Sponsor” refer to SSAC Alpha Sponsor, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~Special Note Regarding Forward-Looking Statements~~

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2021, and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, which was filed with the SEC on May 28, 2021. Except as expressly required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.17

~~This~~Table ~~Management's Discussion and Analysis~~ of Financial Condition and Results of Operations has been amended and restated to give effect to the restatement of our financial statements as of March 31, 2021 and June 30, 2021. Management identified errors made in its historical financial statements where, at the closing of our Initial Public Offering, we improperly valued our Class A common stock subject to possible redemption. We previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A common stock issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside of the Company's control. Therefore, management concluded that the redemption value should include all Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity.Contents

~~Overview~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

WeReferences ~~are~~in athis ~~blank~~quarterly ~~check~~report ~~company~~on ~~incorporated~~Form 10-Q as(the a“Quarterly ~~Delaware~~Report”) ~~corporation~~to on“we,” ~~October~~“our,” 22“us,” ~~2020~~and ~~for~~“Company” ~~the~~refer ~~purpose~~to ofScience ~~effecting~~Strategic aAcquisition ~~merger,~~Corp. ~~share~~Alpha. ~~exchange,~~References ~~asset~~to ~~acquisition,~~our ~~stock~~“management” ~~purchase, reorganization~~ or ~~similar~~our ~~business~~“management ~~combination~~team” ~~with~~refer ~~one~~to orour ~~more~~officers ~~businesses~~and directors, ~~which~~and wereferences to our “Sponsor” refer to asSSAC aAlpha ~~Business Combination~~Sponsor, LLC. WeThe ~~completed~~following ~~our~~discussion ~~initial~~and ~~public~~analysis ~~offering~~of ~~(our~~the ~~“IPO”)~~Company’s onfinancial ~~January~~condition ~~28,~~and ~~2021,~~results ~~which~~of isoperations ~~described~~should ~~below~~be ~~under~~read ~~“—Liquidity~~in conjunction with the financial statements and ~~Capital~~the ~~Resources~~notes thereto contained elsewhere in this Quarterly Report.” Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~While~~Special weNote Regarding ~~may pursue a business combination target in any industry, we currently intend to focus our search for a target business in the direct~~Forward-~~to-consumer~~Looking brands, direct-to-consumer-services and mobile and social entertainment sectors. Since completing our IPO, we have reviewed, and continue to review, a number of opportunities to enter into a Business Combination with an operating business, but we are not able to determine at this time whether we will complete a Business Combination with any of the target businesses that we have reviewed or with any other target business. We intend to effectuate a Business Combination using cash from the proceeds of our IPO and the sale of the Private Placement Warrants (as defined below), our capital stock, debt, or a combination of cash, stock and debt.Statements

20This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2022. Except as expressly required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

~~Table of Contents~~Overview

~~Results~~We are a blank check company incorporated as a Delaware corporation on October 22, 2020 for the purpose of ~~Operations~~effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as a Business Combination. We completed our initial public offering (our “IPO”) on January 28, 2021, which is described below under “—Liquidity and Capital Resources.”

~~For~~While ~~the~~we ~~three~~may ~~and~~pursue ~~nine months~~a ~~ended~~business ~~September 30,~~combination ~~2021~~target in any industry, we ~~had~~currently ~~net~~intend ~~income~~to offocus ~~$1.1~~our ~~million~~search ~~and~~for a ~~net~~target ~~loss of $1.5 million, respectively. Our~~ business ~~activities~~in ~~during~~ the ~~three~~direct-to-consumer ~~and nine months ended September 30~~brands, ~~2021~~direct-to-consumer-services ~~consisted~~and ~~primarily~~mobile ~~of organizational activities~~ and ~~those~~social ~~necessary~~entertainment tosectors. ~~prepare~~Since ~~for~~completing ~~and complete~~ our IPO, ~~and~~we have reviewed, ~~subsequent~~and continue to ~~our IPO~~review, ~~identifying~~a ~~and~~number ~~evaluating~~of ~~prospective~~opportunities ~~acquisition~~to ~~candidates~~enter ~~for~~into a Business Combination. Wewith ~~believe~~an ~~that~~operating webusiness, ~~have~~but ~~sufficient~~we ~~funds~~are ~~available~~not able to ~~complete~~determine ~~our~~at ~~efforts~~this totime ~~effect~~whether we will complete a Business Combination with anany ~~operating~~of ~~business~~the bytarget ~~January~~businesses ~~28,~~that ~~2023.~~we ~~However,~~have ifreviewed ~~our~~or ~~estimates~~with ofany ~~the~~other ~~costs of identifying a~~ target business,. ~~undertaking~~We ~~in-depth~~intend ~~due~~to ~~diligence~~effectuate ~~and negotiating~~ a Business Combination ~~are~~using ~~less~~cash ~~than~~from the ~~actual~~proceeds ~~amount~~of ~~necessary~~our toIPO doand ~~so,~~the wesale ~~may~~of ~~have~~the ~~insufficient~~Private ~~funds~~Placement ~~available~~Warrants to(as ~~operate~~defined below), our ~~business~~capital ~~prior~~stock, todebt, ~~our~~or ~~Business~~a ~~Combination~~combination of cash, stock and debt.

WeResults ~~do not expect to generate any operating revenues until after the completion~~ of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account (as defined below). We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence and other expenses in connection with searching for a target and completing a Business Combination.Operations

~~Liquidity~~For the three months ended March 31, 2022, we had net income of $4.8 million consisting of approximately $5.1 million gain on the change in fair value of warrant liabilities, offset by approximately $0.3 million in general and ~~Capital~~administrative ~~Resources~~expenses. For the three months ended March 31, 2021, we had net income of $1.6 million consisting of approximately $2.1 million gain on the change in fair value of warrant liabilities, offset by $0.5 million in general and administrative expenses. Our business activities during the three months ended March 31, 2022 consisted primarily of identifying and evaluating prospective acquisition candidates for a Business Combination. We believe that we have access to additional funds from the Sponsor that, together with cash held outside the Trust Account (as defined below), are sufficient to effect a Business Combination with an operating business by January 28, 2023. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. However, there is no assurance that our plans to consummate a Business Combination or raise additional funds will be successful.

~~As of September 30, 2021, we had approximately $0.738 million in our operating bank account, and working capital of approximately $.737 million.~~ 18

~~Our~~Table ~~liquidity needs up to the completion~~ of our IPO on January 28, 2021 had been satisfied through a payment from our Sponsor of $25,000 for 7,762,500 shares (the “Founder Shares”) of our Class B common stock and a loan of $300,000 from our Sponsor, which was repaid on February 2, 2021. Contents

OnWe ~~January~~do ~~28,~~not ~~2021,~~expect weto ~~consummated~~generate ~~our~~any ~~IPO~~operating ofrevenues ~~31,050,000~~until ~~units~~after (the ~~“Units”),~~completion ~~including the issuance~~ of ~~4,050,000~~our ~~Units~~Business asCombination. aWe ~~result~~generate ~~of the underwriter’s full exercise of its over~~non-~~allotment~~operating ~~option.~~income ~~Each~~in ~~Unit~~the ~~consists~~form of ~~one~~interest ~~share~~income ofon ~~our~~marketable ~~Class~~securities Aheld ~~common~~in ~~stock and one-third of one warrant of~~ the ~~Company,~~Trust ~~with~~Account. ~~each~~We ~~whole~~incur ~~warrant~~expenses ~~entitling~~as ~~the holder thereof to purchase one whole share of Class A common stock at~~ a ~~price~~result of ~~$11.50~~being ~~per share, subject to certain adjustments. The Units were sold at~~ a ~~price~~public ofcompany ~~$10.00~~(for ~~per Unit~~legal, ~~generating~~financial ~~gross proceeds to the Company of $310~~reporting,~~500,000.~~ ~~Simultaneously~~accounting ~~with~~and ~~the~~auditing ~~closing of our IPO~~compliance), weas ~~completed~~well ~~the~~as ~~private~~for ~~sale~~due ofdiligence anand ~~aggregate~~other ofexpenses ~~5,473,333~~in ~~private~~connection ~~placement~~with ~~warrants~~searching ~~(the~~for ~~“Private~~a ~~Placement~~target ~~Warrants”)~~and tocompleting ~~our Sponsor at~~ a ~~purchase~~Business ~~price of $1~~Combination.~~50 per private placement warrant, generating gross proceeds to us of $8,210,000.~~

ALiquidity ~~total of $310,500,000, comprised of the net proceeds of the IPO~~ and ~~the~~Capital sale of the Private Placement Warrants, was placed in a U.S.-based trust account (the “Trust Account”) at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Transaction costs for the IPO and the sale of the Private Placement Warrants amounted to $17,495,500 consisting of $6,210,000 of underwriting fees, $10,867,500 of deferred underwriting fees and $418,000 of other offering costs. In addition, as of September 30, 2021, approximately $0.738 million of cash was held outside of the Trust Account and is available for working capital purposes.Resources

As of ~~September~~March 3031, ~~2021~~2022, we had ~~marketable~~approximately ~~securities~~$0.4 ~~held~~million in ~~the~~our ~~Trust~~operating ~~Account~~bank ~~of $310~~account,~~538,740~~ ~~(including approximately $38,740 of interest income~~ and ~~unrealized~~working ~~gain)~~capital ~~consisting~~deficit of ~~U.S.~~approximately ~~Treasury Bills with a maturity of 180 days or less~~$1.2 ~~Interest income on the balance in the Trust Account may be used by us to pay taxes~~million.

~~For~~Our liquidity needs up to the ~~nine~~completion ~~months~~of ~~ended~~our ~~September~~IPO 30on January 28, 2021, ~~cash~~had ~~used~~been insatisfied ~~operating~~through ~~activities~~a ~~was~~payment ~~$1,359,303.~~from ~~Net~~our ~~loss~~Sponsor of $125,~~490,551~~000 ~~was~~for ~~affected~~7,762,500 byshares ~~a loss on~~ (the ~~change~~“Founder inShares”) ~~fair value~~ of our ~~warrant~~Class B ~~liability~~common ofstock ~~$93,677~~ and ~~interest~~a onloan ~~marketable securities held in the trust account~~ of $38300,~~740.~~000 ~~Changes~~from inour ~~operating~~Sponsor, ~~assets~~which ~~and~~was ~~liabilities~~repaid ~~used~~on ~~$76~~February 2,~~311~~ ~~of cash for operating activities~~2021.

WeOn ~~intend~~January 28, to2021, ~~use~~we ~~substantially~~consummated ~~all~~our IPO of ~~the~~31,050,000 ~~funds~~units ~~held~~(the in“Units”), including the ~~Trust~~issuance ~~Account~~of 4,050,000 ~~including~~Units ~~any~~as ~~amounts~~a ~~representing~~result ~~interest~~of ~~earned~~the onunderwriter’s ~~the~~full ~~Trust~~exercise ~~Account,~~of ~~which~~its ~~interest~~over-allotment ~~shall~~option. beEach ~~net~~Unit consists of ~~taxes~~one ~~payable~~share ~~and~~of ~~excluding~~our ~~deferred~~Class A ~~underwriting~~common ~~commissions,~~stock toand ~~complete~~one-third ~~our~~of ~~Business~~one ~~Combination.~~warrant Weof ~~may~~the ~~make~~Company, ~~permitted~~with ~~withdrawals~~each ~~from~~whole warrant entitling the ~~Trust~~holder ~~Account~~thereof to ~~pay~~purchase ~~our~~one ~~taxes,~~whole ~~including~~share ~~franchise~~of ~~taxes~~Class A ~~and~~common ~~income~~stock ~~taxes~~at a price of $11.50 Toper ~~the~~share, ~~extent~~subject ~~that~~to ~~our~~certain ~~capital~~adjustments. ~~stock~~The orUnits ~~debt~~were issold ~~used,~~at ina ~~whole~~price orof in$10.00 ~~part~~per Unit, asgenerating ~~consideration~~gross proceeds to ~~complete~~the ~~our~~Company ~~Business~~of ~~Combination~~$310,500,000. Simultaneously with the ~~remaining~~closing ~~proceeds~~of ~~held~~our inIPO, we completed the ~~Trust~~private ~~Account~~sale ~~will~~of bean ~~used~~aggregate asof ~~working~~5,473,333 ~~capital~~private toplacement ~~finance~~warrants (the ~~operations~~“Private Placement Warrants”) to our Sponsor at a purchase price of ~~the~~$1.50 ~~target~~per ~~business~~Private orPlacement ~~businesses~~Warrant, ~~make~~generating ~~other~~gross ~~acquisitions~~proceeds ~~and~~to ~~pursue~~us ~~our~~of ~~growth strategies~~$8,210,000.

21A total of $310,500,000, comprised of the net proceeds of the IPO and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account (the “Trust Account”) at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Transaction costs for the IPO and the sale of the Private Placement Warrants amounted to $17,495,500 consisting of $6,210,000 of underwriting fees, $10,867,500 of deferred underwriting fees and $418,000 of other offering costs. In addition, as of March 31, 2022, approximately $0.346 million of cash was held outside of the Trust Account and is available for working capital purposes.

~~Table~~As of ~~Contents~~March 31, 2022, we had marketable securities held in the Trust Account of $310,549,167 consisting of U.S. Treasury Bills with a maturity of 180 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes.

WeFor ~~intend~~the tothree months ~~use~~ended ~~funds~~March 31, ~~held~~2022, ~~outside~~cash ~~the~~used ~~Trust~~in ~~Account~~operating ~~primarily~~activities towas ~~identify~~$0. ~~and~~Net ~~evaluate~~income ~~target~~of ~~businesses~~$4,749,935 ~~perform~~was ~~business~~affected ~~due~~by ~~diligence~~a gain on ~~prospective target businesses, travel to and from~~ the ~~offices,~~change ~~plants~~in orfair ~~similar~~value ~~locations~~ of ~~prospective~~our ~~target~~warrant ~~businesses~~liability ~~or their representatives or owners, review corporate documents and material agreements~~ of ~~prospective target businesses~~$5, ~~structure~~063,467 ~~negotiate~~ and ~~complete~~unrealized again ~~business~~on ~~combination,~~marketable ~~and~~securities toheld ~~pay~~in ~~taxes~~the toTrust ~~the~~Account ~~extent~~of ~~the~~$4,338. ~~interest~~Changes ~~earned~~in onoperating ~~the~~assets ~~Trust~~and ~~Account~~liabilities isprovided ~~not~~$317,870 ~~sufficient~~of tocash ~~pay~~for ~~our~~operating ~~taxes~~activities.

InWe ~~order~~intend to ~~fund~~use ~~working~~substantially ~~capital~~all ~~deficiencies~~of orthe ~~finance~~funds ~~transaction~~held ~~costs~~ in ~~connection~~the ~~with~~Trust ~~an intended Business Combination~~Account, ~~our~~including ~~Sponsor~~any oramounts anrepresenting ~~affiliate~~interest ofearned ~~our~~on ~~Sponsor~~the orTrust ~~certain of our directors and officers may~~Account, ~~but~~which ~~are~~interest ~~not~~shall ~~obligated~~be ~~to,~~net ~~loan~~of ustaxes ~~funds~~payable asand ~~may~~excluding bedeferred ~~required.~~underwriting Ifcommissions, weto complete our Business Combination,. weWe may ~~repay~~make ~~such~~permitted ~~loaned~~withdrawals ~~amounts~~from ~~out of~~ the ~~proceeds of the~~ Trust Account ~~released~~ to ~~us.~~pay ~~Otherwise~~our taxes, ~~such~~including ~~loans~~franchise ~~may~~taxes beand ~~repaid~~income ~~only out of funds held outside the Trust Account~~taxes. InTo the ~~event~~extent that our ~~Business~~capital ~~Combination~~stock ~~does~~or ~~not~~debt ~~close~~is used, wein ~~may~~whole ~~use~~or ain ~~portion~~part, ofas ~~the~~consideration ~~working capital held outside the Trust Account~~ to ~~repay~~complete ~~such~~our ~~loaned~~Business ~~amounts~~Combination, ~~but~~the noremaining proceeds ~~from~~held ~~our~~in the Trust Account ~~would~~will be used toas ~~repay~~working ~~such~~capital ~~loaned amounts. Up~~ to ~~$1,500,000~~finance ~~of such loans may be convertible into warrants at a price of $1.50 per warrant at~~ the ~~option~~operations of the ~~lender.~~target ~~The~~business ~~warrants~~or ~~would~~businesses, bemake ~~identical~~other toacquisitions ~~the~~and ~~Private~~pursue ~~Placement Warrants issued to~~ our ~~Sponsor.~~growth ~~As of September 30, 2021, there were no amounts outstanding under any such working capital loans~~strategies.

~~Management~~We ~~believes~~intend ~~that~~to ~~the~~use ~~Company~~funds ~~will~~held ~~have~~outside ~~sufficient~~the ~~working~~Trust ~~capital~~Account ~~and~~primarily ~~borrowing capacity~~ to ~~meet~~identify ~~its~~and ~~needs~~evaluate ~~through~~target ~~the~~businesses, ~~earlier~~perform ofbusiness ~~the~~due ~~consummation~~diligence ofon aprospective ~~Business~~target ~~Combination~~businesses, ortravel atto ~~least~~and ~~through~~from ~~November~~the 30offices, ~~2022.~~plants ~~However,~~or wesimilar ~~may~~locations ~~need~~of toprospective ~~raise~~target ~~additional~~businesses ~~funds~~or intheir ~~order~~representatives toor ~~meet~~owners, ~~the~~review ~~expenditures~~corporate ~~required~~documents ~~for~~and ~~operating~~material ~~our~~agreements ~~business. If our estimates~~ of ~~the~~prospective ~~costs of identifying a~~ target ~~business~~businesses, ~~undertaking~~structure, ~~in-depth~~negotiate ~~due diligence~~ and ~~negotiating~~complete a ~~Business~~business ~~Combination are less than the actual amount necessary to do so~~combination, weand ~~may have insufficient funds available~~ to ~~operate~~pay ~~our~~taxes ~~business prior~~ to ~~our~~the ~~Business~~extent ~~Combination.~~the ~~Moreover,~~interest weearned ~~may~~on ~~need~~the toTrust ~~obtain~~Account ~~additional~~is ~~financing~~not ~~either~~sufficient to ~~complete~~pay our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combinationtaxes.

~~Contractual Obligations~~19

WeTable doof ~~not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as described below.~~Contents

WeIn ~~have~~order to fund working capital deficiencies or finance transaction costs in connection with an ~~agreement~~intended toBusiness ~~pay~~Combination, our Sponsor or an affiliate of our Sponsor aor ~~monthly~~certain ~~fee~~ of ~~$10~~our directors and officers may,~~000~~ ~~for~~but ~~office~~are ~~space~~not ~~and~~obligated ~~administrative~~to, ~~and~~loan ~~support~~us ~~services~~funds ~~provided~~as may be required. If we complete our Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. Otherwise, such loans may be repaid only out of funds held outside the ~~Company~~Trust Account. WeIn ~~began~~the ~~incurring~~event ~~these~~that ~~fees~~our onBusiness ~~February~~Combination 1does not close, ~~2021~~we ~~and~~may ~~will~~use ~~continue~~a toportion ~~incur~~of ~~these~~the ~~fees~~working ~~monthly~~capital ~~until~~held outside the ~~earlier~~Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the ~~completion~~option of athe ~~Business~~lender. ~~Combination~~The ~~and~~warrants would be identical to the ~~Company’s~~Private ~~liquidation~~Placement Warrants issued to our Sponsor. As of March 31, 2022, there were no amounts outstanding under any such working capital loans.

The ~~underwriter~~Company has incurred and expects to incur significant costs in pursuit of its financing and acquisition plans. Management believes that the ~~IPO~~Company ishas ~~entitled~~access to afunds ~~deferred~~from ~~discount~~the Sponsor that are sufficient to fund the working capital needs of ~~$0.35~~the ~~per~~Company ~~Unit,~~until the consummation of an initial Business Combination or ~~$10~~for a minimum of one year from the date of issuance of the financial statements accompanying this Quarterly Report. However,~~867,500~~ in connection with the ~~aggregate.~~Company’s ~~The~~assessment ~~deferred~~of ~~discount~~going ~~will~~concern ~~become~~considerations ~~payable~~in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the ~~underwriter~~Company’s cash flow deficit and the deadline to consummate an initial Business Combination being within twelve months from the ~~amounts~~issuance ~~held~~of inthe financial statements accompanying this Quarterly Report raise substantial doubt about the ~~Trust~~Company’s ~~Account~~ability ~~solely~~to incontinue as a going concern within one year after the ~~event~~date that wethe ~~complete~~financial statements accompanying this Quarterly Report are issued. There is no assurance that the Company’s plans to consummate a Business Combination, ~~subject~~or toraise ~~the~~additional ~~terms~~funds ofwill be successful. The financial statements do not include any adjustments that might result from the ~~underwriting~~outcome ~~agreement~~of this uncertainty.

~~Critical~~Contractual ~~Accounting Policies~~Obligations

~~The~~We ~~preparation~~do ofnot ~~condensed~~have ~~financial~~any ~~statements~~long-term ~~and~~debt, ~~related~~capital ~~disclosures~~lease in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilitiesobligations, ~~disclosure~~operating oflease ~~contingent~~obligations ~~assets~~or ~~and~~long-term liabilities ~~at the date of the condensed financial statements~~, ~~and~~other ~~income~~than ~~and~~as ~~expenses~~described ~~during the periods reported~~below. ~~Actual results could materially differ from those estimates. We have not identified any critical accounting policies.~~

~~Recent~~We ~~Accounting~~have ~~Standards~~an agreement to pay an affiliate of our Sponsor a monthly fee of $10,000 for office space and administrative and support services provided to the Company. The Company and the affiliate of our Sponsor canceled the agreement effective March 31, 2022 as the affiliate of our Sponsor agreed to waive the monthly payments. No amounts have been accrued or paid for the period from the commencement date through March 31, 2022.

~~Management~~The ~~does~~underwriter ~~not~~of ~~believe~~the ~~that~~IPO ~~any~~is ~~recently~~entitled ~~issued,~~to ~~but~~a ~~not~~deferred ~~yet~~discount ~~effective~~of $0.35 per Unit, ~~accounting~~or ~~standards~~$10,867,500 ifin ~~currently~~the ~~adopted,~~aggregate. ~~would~~The ~~have~~deferred discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a ~~material~~Business ~~effect~~Combination, onsubject ~~our~~to ~~condensed~~the ~~financial~~terms ~~statements~~of the underwriting agreement.

Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Warrant Liabilities

We account for the public warrants and the Private Placement Warrants in accordance with the guidance contained in Accounting Standards Codification (“ASC”) Topic 815 under which the public warrants and the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Under ASC Subtopic 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity” (“ASC 815-40”) the public warrants and the Private Placement Warrants are not indexed to our common stock in the manner contemplated by ASC 815-40 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. Accordingly, we classify the public warrants and the Private Placement Warrants as liabilities at their fair value and adjust the public warrants and the Private Placement Warrants to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The public warrants are valued using the closing price of the public warrants as of each relevant date. The Private Placement Warrants are valued using a Monte Carlo simulation model.

Table of Contents

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A common stock is classified as Stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of our balance sheet.

We recognize changes in redemption value at the end of each reporting period and adjust the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the IPO the Company recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit.

Net Income Per Common stock

Net income per common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period in compliance with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The remeasurement associated with the redeemable Class A common stock is excluded from income per common stock as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the IPO and the 5,473,333 Private Placement Warrants in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per common stock is the same as basic net income per common stock for the periods presented.

The Company’s statement of operations includes a presentation of net income per Class A common stock subject to possible redemption and non-redeemable Class B common stock and allocates the net income into the two classes of shares in calculating net income per common stock, basic and diluted. For redeemable Class A common stock, net income per common stock is calculated by dividing the net income by the weighted average number of shares of Class A common stock subject to possible redemption outstanding. For non-redeemable Class B common stock, net income per share is calculated by dividing the net income by the weighted average number of shares of nonredeemable Class B common stock outstanding for the period.

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): 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. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 under the Exchange Act and are not required to provide the information otherwise required under this item.

2221

Table of Contents

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our ~~principal~~Chief ~~executive~~Executive ~~officer~~Officer and ~~principal~~Chief ~~financial~~Financial ~~officer or persons performing similar functions~~Officer, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our ~~principal~~Chief ~~executive~~Executive ~~officer~~Officer and ~~principal~~Chief ~~financial~~Financial ~~and accounting officer~~Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended ~~September~~March 3031, ~~2021~~2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, ~~and in light of the material weaknesses in internal controls described below,~~ our Chief Executive Officer and Chief Financial Officer have concluded that ~~during the period covered by this report,~~ our disclosure controls and procedures were not effective ~~due~~as toof ~~the~~March 31, ~~material~~2022 ~~weaknesses~~due ~~in our internal controls over financial reporting related primarily~~ to the ~~Company's~~material ~~accounting~~weakness ~~for~~described ~~complex financial instruments~~below.

~~Our~~As previously disclosed, our internal control over financial reporting did not result in the proper accounting classification and valuation of complex financial instruments, including warrants and shares subject to possible redemption, wethat were issued in January 2021. ~~which,~~Due ~~due~~ to its impact on our financial statements, we determined tothe beerrors are indicative of a material weakness.

Notwithstanding the conclusion by our Chief Executive Officer and Chief Financial Officer that our disclosure controls and procedures as of March 31, 2022 were not effective, and notwithstanding the material weakness in our internal control over financial reporting described above, management believes that the unaudited condensed financial statements and related financial information included in this Quarterly Report fairly present in all material respects our financial condition, results of operations and cash flows as of the dates presented, and for the periods ended on such dates, in conformity with GAAP.

Changes in Internal Control over Financial Reporting

~~There~~Except as described herein, there was no change in our internal control over financial reporting that occurred during the quarter ended ~~September~~March 3031, ~~2021~~2022 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, ~~with~~we plan to continue to enhance our system of evaluating and implementing the ~~exception~~accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the ~~below~~intended effects.

The Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for complex financial instruments. The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

Table of Contents

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be involved in various claims and legal actions in the ordinary course of business. We are not currently involved in any material legal proceedings outside the ordinary course of our business.

Item 1A. Risk Factors

~~There~~As of the date of this Quarterly Report, there have been no material changes ~~from~~to the risk factors disclosed in ~~Item 1A. Risk Factors in~~ our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021, ~~and~~except ~~in our Quarterly Report on Form 10-Q~~ for the ~~period ended March 31, 2021.~~following:

23Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

~~Table of Contents~~

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

On March 30, 2022, the SEC issued proposed rules that would, among other items, impose additional disclosure requirements in business combination transactions involving special purpose acquisition companies (“SPACs”) and private operating companies; amend the financial statement requirements applicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings, as well as when projections are disclosed in connection with proposed business combination transactions; increase the potential liability of certain participants in proposed business combination transactions; and impact the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially and adversely affect our ability to negotiate and complete our initial business combination and may materially increase the costs and time related thereto.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Use of Proceeds

On January 28, 2021, we consummated our IPO of 31,050,000 Units, including the issuance of 4,050,000 Units as a result of the underwriter’s full exercise of its over-allotment option. Each Unit consists of one share of our Class A common stock and one-third of one warrant of the Company, with each whole warrant entitling the holder thereof to purchase one whole share of our Class A common stock at a price of $11.50 per share, subject to certain adjustments. The Units were sold at a price of $10.00 per unit, generating aggregate gross proceeds to the Company of $310,500,000. Credit Suisse Securities (USA) LLC acted as a sole underwriter of our IPO. The securities sold in our IPO were registered under the Securities Act on registration statements on Form S-1 (File Nos. 333-251987 and 333-252416). The registration statements became effective on January 25, 2021.

Following our IPO and the sale of the Private Placement Warrants, a total of $310,500,000 of the net proceeds from the sale of the Units and Private Placement Warrants was deposited in the Trust Account. Transaction costs amounted to $17,495,500, consisting of $6,210,000 of underwriting discounts and commissions, $10,867,500 of deferred underwriting discounts commissions and $418,000 of other cash offering costs. In addition, as of ~~September 30~~March 31, ~~2021~~2022, $0.74 million of cash was held outside of the Trust Account and is available for working capital purposes.

For a description of the use of the net proceeds from our IPO, see Part I, Item 2 of this Quarterly Report.

Item 3. Defaults Upon Senior Securities

None.

Table of Contents

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Table of Contents

Item 6. Exhibits


Exhibit Number		Description
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2021).

3.2		Bylaws (incorporated by reference to Exhibit 3.3 filed with the Form S-1 filed by the Registrant on January 8, 2021).

4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Form S-1/A filed by the Registrant on January 20, 2021).

4.2		Specimen Share of Class A common stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Form S-1/A filed by the Registrant on January 20, 2021).

4.3		Specimen Warrant Certificate (included in Exhibit 4.4) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2021).

4.4		Warrant Agreement, dated January 25, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2021).

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*		The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Condensed Balance Sheets; (ii) Condensed Statement of Operations; (iii) Condensed Statement of Changes in Stockholders’ Equity; (iv) Condensed Statement of Cash Flows; and (v) Notes to Condensed Financial Statements.

104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)


ExhibitNumber		Description
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2021).

3.2		Bylaws (incorporated by reference to Exhibit 3.3 filed with the Form S-1 filed by the Registrant on January 8, 2021).

4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Form S-1/A filed by the Registrant on January 20, 2021).

4.2		Specimen Share of Class A common stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Form S-1/A filed by the Registrant on January 20, 2021).

4.3		Specimen Warrant Certificate (included in Exhibit 4.4) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2021).

4.4		Warrant Agreement, dated January 25, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2021).

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*		The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Condensed Balance Sheets; (ii) Condensed Statement of Operations; (iii) Condensed Statement of Changes in Stockholders’ Equity; (iv) Condensed Statement of Cash Flows; and (v) Notes to Condensed Financial Statements.

104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith

*~~Filed~~* Furnished herewith

**Furnished herewith

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Science Strategic Acquisition Corp. Alpha

Date: May 23, 2022	By:	/s/ Michael Jones
		Mr. Michael Jones
		Chief Executive Officer
		(principal executive officer)

Date: May 23, 2022	By:	/s/ Thomas Dare
		Mr. Thomas Dare
		Chief Financial Officer
		(principal financial and accounting officer)

	Science Strategic Acquisition Corp. Alpha

Date: November 15, 2021	By:	/s/ Michael Jones
		Mr. Michael Jones
		Chief Executive Officer
		(principal executive officer)

Date: November 15, 2021	By:	/s/ Thomas Dare
		Mr. Thomas Dare
		Chief Financial Officer
		(principal financial and accounting officer)

Filing Compare · Science Strategic Acquisition Corp. Alpha