UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June~~September 30, 2022

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

For the transition period from ________ to ________

THE MUSIC ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-39985		85-3819449
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

9000 W. Sunset Blvd #1500

Hollywood, CA

90069

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (747) 203-7219

Not Applicable

(Former name or former address, if changed since last report)

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

Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant	TMAC.U	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	TMAC	The New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	TMAC WS	The New York Stock Exchange

Indicate by check mark whether the 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 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 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 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, 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 ~~August~~November 1210, 2022, 23,000,000 shares of Class A common stock, par value $0.0001 per share, and 5,750,000 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.

THE MUSIC ACQUISITION CORPORATION

QUARTERLY REPORT ON FORM 10-Q

Table of Contents

		PAGE
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	1
	Condensed Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	1
	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	1
	Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2022 and 2021	2
	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2022 and 2021	2
	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2022 and 2021	3
	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2022 and 2021	3
	Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2022 and 2021	4
	Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and 2021	4
	Notes to Unaudited Condensed Financial Statements	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	23
Item 4.	Controls and Procedures	23
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	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

PART I. FINANCIAL INFORMATION

Item I1. Condensed Financial Statements

THE MUSIC ACQUISITION CORPORATION
CONDENSED BALANCE SHEETS

	June 30, 2022			December 31, 2021
	September 30, 2022			December 31, 2021
	(Unaudited)
Assets:
Current Assets:
Cash	$	32116,~~899~~606		$	371,025
Prepaid Expenses		269,994			389,778
Prepaid expenses		150,890			389,778
Total current assets		~~302~~267,~~893~~496			760,803
Prepaid expenses, non-current		—			34,959
Investments held in trust account		~~230~~231,~~253~~068,~~575~~629			230,018,119
Total Assets	$	~~230~~231,~~556~~336,~~468~~125		$	230,813,881
Liabilities, Common Stock subject to possible redemption, and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	~~141~~183,~~407~~341		$	368,849
Income taxes payable		9214,~~337~~042			—
Working capital loans		380,000			—
Total current liabilities		~~530~~777,~~744~~383			368,849
Deferred underwriting fee		8,050,000			8,050,000
Warrant liabilities		1724,~~629,~~000			10,136,000
Total liabilities		10,209,744			18,554,849
Total Liabilities		9,551,383			18,554,849
Commitments and Contingencies
Common Stock subject to possible redemption, 23,000,000 shares at redemption value of approximately $10.00 per share at June 30, 2022 and December 31, 2021		230,053,419			230,000,000
Common Stock subject to possible redemption, $0.0001 par value, 23,000,000 shares at redemption value of approximately $10.04 and $10.00 per share at September 30, 2022 and December 31, 2021, respectively		230,824,587			230,000,000
Stockholders’ \Deficit:
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30, 2022 and December 31, 2021		—			—
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2022 and December 31, 2021		—			—
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; no shares issued and outstanding at June 30, 2022 and December 31, 2021 (excluding 23,000,000 shares subject to possible redemption)		—			—
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; no shares issued and outstanding at September 30, 2022 and December 31, 2021 (excluding 23,000,000 shares subject to possible redemption)		—			—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding at June 30, 2022 and December 31, 2021		575			575
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding at September 30, 2022 and December 31, 2021		575			575
Additional paid-in capital		—			—
Accumulated deficit		(9,~~707~~040,~~270~~420	)		(17,741,543	)
Total stockholders’ deficit		(9,706,695	)		(17,740,968	)
Total Stockholders’ Deficit		(9,039,845	)		(17,740,968	)
Total Liabilities, Common Stock subject to possible redemption and Stockholders’ Deficit	$	~~230~~231,~~556~~336,~~468~~125		$	230,813,881

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

THE MUSIC ACQUISITION CORPORATION
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022			2021			2022			2021
Formation and operating costs	$	~~300~~299,~~885~~402		$	~~322~~275,~~852~~887		$	~~743~~1,~~546~~042,948		$	~~462~~738,~~411~~298
Loss from Operations		(~~300~~299,~~885~~402	)		(~~322~~275,~~852~~887	)		(~~743~~1,~~546~~042,948	)		(~~462~~738,~~411~~298	)
Other income (expense):
Other income:
Interest earned on cash and marketable securities held in Trust Account		310,511			8,221			333,575			10,300
Interest earned on cash and investments held in Trust Account		1,037,125			2,960			1,370,700			13,260
Offering costs allocated to warrants		—			—			—			(556,614	)
Change in fair value of warrant liability		2905,~~345,534~~000			(41,~~318~~810,~~920~~000	)		89,~~507~~412,000			141,824,370
Total other income (expense)		2,656,045			(4,310,699	)		8,840,575			(531,944	)
Total other income, net		1,942,125			1,812,960			10,782,700			1,281,016
Income before income taxes		2,355,160			(4,633,551	)		8,097,029			(994,355	)
Income before provision for income taxes		1,642,723			1,537,073			9,739,752			542,718
Provision for income taxes		(9204,~~337~~705	)		—			(9214,~~337~~042	)		—
Net income (loss)	$	2,345,823		$	(4,633,551	)	$	8,087,692		$	(994,355	)
Net income	$	1,438,018		$	1,537,073		$	9,525,710		$	542,718
Weighted average shares outstanding, Class A common stock		23,000,000			23,000,000			23,000,000			1820,~~425~~051,~~414~~282
Basic and diluted net income (loss) per share, Class A common stock	$	0.08		$	(0.16	)	$	0.28		$	(0.04	)
Basic and diluted net income per share, Class A common stock	$	0.05		$	0.05		$	0.33		$	0.02
Basic weighted average shares outstanding, Class B common stock		5,750,000			5,750,000			5,750,000			5,600,829
Basic and diluted weighted average shares outstanding, Class B common stock		5,750,000			5,750,000			5,750,000			5,653,846
Basic and diluted net income (loss) per share, Class B common stock	$	0.08		$	(0.16	)	$	0.28		$	(0.04	)
Basic and diluted net income per share, Class B common stock	$	0.05		$	0.05		$	0.33		$	0.02

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

THE MUSIC ACQUISITION CORPORATION
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2022

	Class A Common stock				Class B Common stock				Additional Paid-in		Accumulated			Total ~~Stockholder~~Stockholders’s
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of January 1, 2022		—	$	—		5,750,000	$	575	$	—	$	(17,741,543	)	$	(17,740,968	)
Net income		—		—		—		—		—		5,741,869			5,741,869
Balance as of March 31, 2022 (unaudited)		—		—		5,750,000		575		—		(11,999,674	)		(11,999,099	)
Balance as of March 31, 2022		—		—		5,750,000		575		—		(11,999,674	)		(11,999,099	)
Accretion of Class A common stock subject to possible redemption		—		—		—		—		—		(53,419	)		(53,419	)
Net income		—		—		—		—		—		2,345,823			2,345,823
Balance as of June 30, 2022 (unaudited)		—	$	—		5,750,000	$	575	$	—	$	(9,707,270	)	$	(9,706,695	)
Balance as of June 30, 2022		—		—		5,750,000		575		—		(9,707,270	)		(9,706,695	)
Accretion of Class A common stock subject to possible redemption		—		—		—		—		—		(771,168	)		(771,168	)
Net income		—		—		—		—		—		1,438,018			1,438,018
Balance as of September 30, 2022		—	$	—		5,750,000	$	575	$	—	$	(9,040,420	)	$	(9,039,845	)

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2021

	Class A Common stock				Class B Common stock				Additional Paid-in			Accumulated			Total ~~Stockholder~~Stockholders’s
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance as of January 1, 2021		—	$	—		5,750,000	$	575	$	24,425		$	(751	)	$	24,249
Accretion of Class A common stock subject to possible redemption		—		—		—		—		(996,605	)		(21,319,762	)		(22,316,367	)
Excess cash proceeds from Private Placement over fair value of Private Warrants liability		—		—		—		—		972,180			—			972,180
Net income		—		—		—		—		—			3,639,196			3,639,196
Balance as of March 31, 2021 (unaudited)		—		—		5,750,000		575		—			(17,681,317	)		(17,680,742	)
Balance as of March 31, 2021		—		—		5,750,000		575		—			(17,681,317	)		(17,680,742	)
Net loss		—		—		—		—		—			(4,633,551	)		(4,633,551	)
Balance as of June 30, 2021 (unaudited)		—	$	—		5,750,000	$	575	$	—		$	(22,314,868	)	$	(22,314,293	)
Balance as of June 30, 2021		—		—		5,750,000		575		—			(22,314,868	)		(22,314,293	)
Net income		—		—		—		—		—			1,537,073			1,537,073
Balance as of September 30, 2021		—	$	—		5,750,000	$	575	$	—		$	(20,777,795	)	$	(20,777,220	)

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

THE MUSIC ACQUISITION CORPORATION
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

	For the Six months ended June 30,
	For the Nine Months Ended September 30,
	2022			2021
Cash flows from Operating Activities:
Net income (loss)	$	8,087,692		$	(994,355	)
Net income	$	9,525,710		$	542,718
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(333,575	)		(10,300	)
Interest earned on investments held in Trust Account		(1,370,700	)		(13,260	)
Change in fair value of warrant liabilities		(89,~~507~~412,000	)		(141,824,370	)
Offering costs allocated to warrants		—			556,614
Changes in current assets and current liabilities:
Prepaid assets		~~119~~238,~~784~~888			(~~418~~404,~~453~~116	)
Other noncurrent assets		34,959			(~~226~~130,~~973~~966	)
Income taxes payable		9214,~~337~~042			—
Accounts payable and accrued expenses		(~~143~~101,~~264~~330	)		~~119~~166,~~000~~549
Net cash used in operating activities		(~~732~~870,~~067~~431	)		(~~988~~1,~~837~~106,831	)
Cash Flows from Investing Activities:
Investment held in Trust Account		—			(230,000,000	)
Amounts withdrawn from Trust		98320,~~119~~190			—
Net cash provided by (used in) investing activities		98320,~~119~~190			(230,000,000	)
Cash flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discount		—			225,400,000
Proceeds from issuance of Private Placement Warrants		—			6,600,000
Proceeds from working capital loans		380,000			—
Proceeds from promissory note – related party		—			50,000
Repayment of promissory note – related party		—			(170,000	)
Payment of deferred offering costs		(84,178	)		(361,731	)
Net cash provided by financing activities		295,822			231,518,269
Net change in cash		(~~338~~254,~~126~~419	)		~~529~~411,~~432~~438
Cash, beginning of the period		371,025			55,000
Cash, end of the period	$	32116,~~899~~606		$	~~584~~466,~~432~~438
Supplemental disclosure of noncash investing and financing activities:
Deferred underwriters’ discount payable charged to additional paid-in capital	$	—		$	8,050,000

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

THE MUSIC ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 — Organization and Business Operations

The Music Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on October 14, 2020. The Company was formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

As of ~~June~~September 30, 2022, the Company had not ~~commenced~~ commenced any operations. All activity through ~~June~~September 30, 2022 relates to the Company’s formation and the Initial Public Offering (“IPO”) which is described below and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO.

The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 2, 2021 (the “Effective Date”). On February 5, 2021, the Company consummated the IPO of 23,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “public shares”), which included the full exercise by the underwriters of the over-allotment option to purchase an additional 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is discussed in Note 3. Each Unit consists of one share of common stock, and one-half of one redeemable warrant to purchase one share of Class A common stock at a price of $11.50 per whole share.

Simultaneously with the closing of the IPO, the Company consummated the sale of 6,600,000 Private Placement Warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, in a private placement to Music Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $6,600,000, which is discussed in Note 4.

Transaction costs of the IPO amounted to $13,101,431 consisting of $4,600,000 of underwriting discount, $8,050,000 of deferred underwriting discount, and $451,431 of other offering costs.

Following the closing of the IPO on February 5, 2021, $230,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which invests only in direct U.S. government treasury obligations, until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the IPO, subject to applicable law, and (c) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation.

The Company’s Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust and taxes payable) at the time of the signing a definitive agreement in connection with an initial Business Combination. However, the Company will only complete a Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its public holders of its outstanding public shares (the “public stockholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) without a stockholder vote by means of a tender offer. Except for as required by applicable law or stock exchange listing requirements, the decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (net of amounts which may be withdrawn to pay taxes), divided by the number of then outstanding public shares, subject to the limitations described in the prospectus. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters in the IPO.

The Company will have only 24 months from the closing of the IPO to complete an initial Business Combination (the “Combination Period”). However, if the Company does not complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further 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 the Company’s 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.

The Company’s initial stockholders, officers and directors have agreed to (i) waive their redemption rights with respect to any Founder Shares (as defined below) and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any Founder Shares and any public shares held by them in favor of the Company’s initial Business Combination.

The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third-party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

Liquidity, Capital Resources and Going Concern

The Company’s liquidity needs up to February 5, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 6) for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $170,000 (see Note 6). The promissory note from the Sponsor was paid in full as of February 8, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5).

On February 25, 2022, (i) Neil Jacobson, the Company’s Chief Executive Officer and a manager of Music Acquisition Sponsor, LLC, the Sponsor, and (ii) Todd Lowen, the Company’s Chief Financial Officer and Chief Operating Officer and a manager of the Sponsor, (each, a “Lender” and collectively, the “Lenders”), each loaned $140,000 for a total of $280,000 to the Company. These borrowings were memorialized by the execution of two unsecured promissory notes (the “Notes”) issued by the Company to the Lenders, under each of which the Company may borrow in the principal amount of up to $250,000, for up to a total of $500,000, of Working Capital Loans. On May 25, 2022, the Company borrowed an additional $100,000 from the Lenders under the Notes. The Notes do not bear interest and the principal balance will be payable on the earliest to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective (such date, the “Maturity Date”). In the event the Company consummates its initial business combination, the respective Lender has the option on the Maturity Date to convert all or any portion of the principal outstanding under the respective Note into that number of warrants (“Working Capital Warrants”) equal to the portion of the principal amount of the Note being converted divided by $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of the Private Placement Warrants.

As of ~~June~~September 30, 2022, the Company had $32116,~~899~~606 in cash, working capital deficit of $~~227~~509,~~851~~887 and $~~253~~1,~~575~~068,629 of interest income available in the trust account to pay for its tax obligations, if any.

As of ~~June~~September 30, 2022, the Company’s ~~liquidity~~ liquidity needs have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on its behalf in exchange for the issuance of the Founder Shares to the Sponsor, working capital loans of approximately $380,000 pursuant to the Notes described ~~above~~ above and the net proceeds from the consummation of the Private Placement not held in the Trust Account.

As of ~~June~~September 30, 2022 and December 31, 2021, ~~there~~ there were $380,000 and no amounts outstanding, respectively, under the Notes as Working Capital Loans.

IfThe ~~the~~ Company ~~does~~has ~~not~~determined that ~~consummate~~a ~~an initial~~ Business Combination bywill ~~February~~not 5,take ~~2023~~place within the Combination Period, so there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should an initial Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 5, 2023. The Company ~~intends~~ expects to ~~close~~complete the Mandatory Redemption (as defined below) on aor ~~Business~~around ~~Combination~~December ~~before~~2, 2022, if stockholders approve the ~~mandatory~~Proposals ~~liquidation~~(as ~~date~~defined below).

Risks and Uncertainties

Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements.

~~Note~~On 2August —16, ~~Significant~~2022, ~~Accounting~~the ~~Policies~~Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

~~Basis~~Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of ~~Presentation~~factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.7

~~The~~Note ~~accompanying~~2 ~~unaudited~~— ~~condensed~~Significant ~~financial statements~~Accounting should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 24, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future period.Policies

7Basis of Presentation

~~Emerging~~The ~~Growth~~accompanying unaudited condensed financial statements of the Company ~~Status~~are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

The ~~Company~~accompanying isunaudited ancondensed ~~“emerging~~financial statements ~~growth~~should ~~company,” as~~be ~~defined~~read in ~~Section~~conjunction ~~2(a)~~with of the ~~Securities~~audited ~~Act,~~financial asstatements ~~modified~~and bynotes ~~the~~thereto ~~Jumpstart~~included ~~our~~in ~~Business~~the ~~Startups~~Annual ~~Act~~Report ofon ~~2012, (the “JOBS Act”),~~Form ~~and~~10-K itfiled ~~may~~by ~~take~~the ~~advantage~~Company ofwith ~~certain~~the ~~exemptions~~SEC ~~from~~on ~~various~~March ~~reporting~~24, ~~requirements~~2022. ~~that~~The ~~are~~interim ~~applicable~~results tofor ~~other~~the ~~public~~three ~~companies~~and ~~that are~~nine ~~not~~months ~~emerging~~ended ~~growth~~September ~~companies including~~30, ~~but~~2022 are not ~~limited~~necessarily ~~to,~~indicative ~~not~~of ~~being~~the ~~required~~results to ~~comply~~be ~~with~~expected ~~the~~for ~~auditor attestation requirements of Section 404 of~~ the ~~Sarbanes-Oxley~~year ~~Act,~~ending ~~reduced~~December ~~disclosure obligations regarding executive compensation in its periodic reports and proxy statements~~31, ~~and~~2022 ~~exemptions~~or ~~from~~for ~~the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of~~ any ~~golden~~future ~~parachute payments not previously approved~~period.

~~Further,~~Emerging ~~Section~~Growth 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Status

~~Use~~The Company is an “emerging growth company,” as defined in Section 2(a) of ~~Estimates~~the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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, ~~preparation~~Section 102(b)(1) of ~~unaudited~~the ~~condensed~~JOBS ~~financial~~Act exempts ~~statements~~emerging ingrowth ~~conformity~~companies from being required to comply with ~~GAAP~~new ~~requires~~or ~~management~~revised tofinancial ~~make~~accounting ~~estimates~~standards ~~and~~until ~~assumptions~~private companies (that is, ~~affect~~those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the ~~reported~~Exchange ~~amounts~~Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of ~~assets~~the extended transition period and comply with the requirements that apply to non-emerging growth companies but ~~liabilities~~any ~~and~~such ~~disclosure~~election to opt out is irrevocable. The Company has elected not to opt out of ~~contingent~~such ~~assets~~extended transition period which means that when a standard is issued or revised and ~~liabilities~~it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the ~~date~~time ofprivate companies adopt the ~~unaudited~~new ~~condensed~~or revised standard. This may make comparison of the Company’s financial statements ~~and~~with ~~the~~another ~~reported~~public company which is neither an emerging growth company nor an emerging growth ~~amounts~~company ofwhich ~~revenues~~has ~~and~~opted ~~expenses~~out ~~during~~of using the ~~reporting~~extended transition period. ~~Accordingly,~~difficult ~~actual~~or ~~results~~impossible ~~could~~because ~~differ~~of ~~from~~the ~~those~~potential ~~estimates~~differences in accounting standards used.

~~Making~~Use ~~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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates.Estimates

~~Cash~~The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and ~~Cash~~assumptions ~~Equivalents~~that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

~~The~~Making ~~Company~~estimates ~~considers~~requires ~~all~~management ~~short-term~~to ~~investments~~exercise ~~with~~significant anjudgment. ~~original~~It ~~maturity~~is at least reasonably possible that the estimate of ~~three~~the ~~months~~effect of a condition, situation or ~~less~~set ~~when~~of ~~purchased~~circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to beone ~~cash~~or ~~equivalents~~more future confirming events. ~~The~~One ~~Company~~of ~~did~~the ~~not~~more ~~have~~significant ~~any~~accounting ~~cash~~estimates ~~equivalents~~included in these asunaudited condensed financial statements is the determination of ~~June~~the ~~30,~~fair ~~2022~~value ~~and~~of ~~December~~the 31warrant liability. Accordingly, ~~2021~~the actual results could differ significantly from those estimates.

~~Marketable~~Cash ~~Securities~~and ~~Held~~Cash ~~in Trust Account~~Equivalents

AtThe ~~June~~Company ~~30,~~considers ~~2022~~all ~~and~~short-term ~~December 31, 2021, the assets~~investments ~~held~~with inan ~~the~~original ~~Trust~~maturity ~~Account~~of ~~were~~three ~~held~~months inor ~~money~~less ~~market~~when ~~funds~~purchased ~~which~~to ~~invest~~be incash Uequivalents.S. ~~Treasury~~As ~~securities,~~of ~~and~~September ~~are presented at fair value based upon the quoted market price (see Note 8). During the six months ended June~~ 30, 2022 and ~~2021~~December 31, 2021, the Company ~~withdrew~~had $98116,~~119~~606 and $0371,025 ~~of the~~in ~~interest~~cash ~~income~~held ~~from~~in ~~the~~its ~~Trust~~operating ~~Account~~account, torespectively, ~~pay~~and ~~its~~did ~~tax~~not ~~obligations,~~have ~~respectively~~any cash equivalents.

~~Concentration~~Investments ofHeld ~~Credit~~in ~~Risk~~Trust Account

~~Financial~~At ~~instruments~~September ~~that~~30, ~~potentially~~2022 ~~subject~~and December 31, 2021, the assets held in the ~~Company~~Trust toAccount ~~concentrations~~were ofheld ~~credit~~in ~~risk~~money ~~consist~~market offunds ~~cash~~which ~~accounts~~invest in aU.S. ~~financial~~Treasury ~~institution~~securities, ~~which,~~and are presented at ~~times,~~fair ~~may~~value based ~~exceed~~upon the ~~Federal Deposit~~quoted ~~Insurance~~market ~~Corporation~~price ~~coverage~~(see ~~limit~~Note of8). ~~$250,000~~During asthe ofnine ~~June~~months ended September 30, 2022 and ~~December 31~~2021, ~~2021.~~the ~~The~~ Company ~~has~~withdrew ~~not experienced losses~~$320,190 ~~on these accounts~~ and ~~management~~$0 ~~believes~~of the ~~Company~~interest isincome ~~not~~from ~~exposed~~the Trust Account to ~~significant~~pay ~~risks~~its ontax ~~such~~obligations, ~~accounts~~respectively.

8Concentration of Credit Risk

~~Warrant~~Financial ~~Liabilities~~instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000 as of September 30, 2022 and December 31, 2021. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).8

~~The~~Warrant Public Warrants and Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the IPO and the fair value of the Private Placement Warrants were estimated using the Monte Carlo simulation model and Black Scholes model, respectively. The fair value of the Public Warrants as of June 30, 2022 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of June 30, 2022 and December 31, 2021 was estimated using the Monte Carlo simulation model. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.Liabilities

~~Offering~~The ~~Costs~~Company ~~Associated~~does ~~with~~not ~~the~~use ~~Initial~~derivative instruments ~~Public~~to ~~Offering~~ hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

The ~~Company~~Public ~~complies~~Warrants ~~with~~and ~~the~~Private ~~requirements~~Placement ofWarrants are recognized as derivative liabilities in accordance with ASC ~~340-10-S99-1~~815. ~~Offering~~ ~~costs~~Accordingly, ~~consisted~~the ofCompany ~~legal,~~recognizes ~~accounting,~~the ~~underwriting~~warrant ~~fees~~instruments ~~and~~as ~~other~~liabilities at ~~costs~~fair ~~incurred~~value ~~through~~and adjusts the ~~IPO~~carrying ~~that were~~value ~~directly~~of ~~related~~the instruments to ~~the~~fair ~~IPO. Offering~~value ~~costs~~at each reporting period until they are ~~allocated~~exercised. toThe ~~the~~initial fair ~~separable~~value ~~financial~~of ~~instruments~~the Public Warrants issued in connection with the IPO ~~based~~and ~~on a~~the ~~relative~~ fair value ~~basis,~~of ~~compared~~the toPrivate ~~total~~Placement ~~proceeds~~Warrants ~~received. Offering~~were ~~costs~~estimated using ~~associated~~the ~~with~~Monte ~~warrant~~Carlo ~~liabilities~~simulation ~~are~~model ~~expensed as~~and ~~incurred~~Black Scholes model, ~~presented~~respectively. asThe ~~non-operating~~fair ~~expenses~~value inof the ~~unaudited~~Public ~~condensed~~Warrants ~~statements~~as of ~~operations. Offering~~September ~~costs associated~~30, ~~with~~2022 ~~the~~is ~~Class~~based Aon ~~common~~observable ~~stock~~listed ~~were~~prices ~~charged~~for tosuch ~~temporary~~warrants. ~~equity~~The ~~upon~~fair value of the ~~completion~~Private Placement Warrants as of September 30, 2022 and December 31, 2021 was estimated using the ~~IPO~~Monte Carlo simulation model. ~~The~~Derivative ~~Company~~warrant ~~classifies~~liabilities ~~deferring~~are ~~underwriting commissions~~classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

~~Class~~Offering ACosts ~~Common~~Associated ~~Stock~~with ~~Subject~~the toInitial Public ~~Possible Redemption~~Offering

~~All~~The ~~the shares~~Company ofcomplies ~~Class~~with Athe ~~common~~requirements ~~stock sold~~of asASC ~~part~~340-10-S99-1. Offering ofcosts ~~the~~consisted ~~Units~~of inlegal, ~~the~~accounting, ~~IPO~~underwriting ~~contain~~fees aand ~~redemption~~other ~~feature~~costs ~~which~~incurred ~~allows~~through ~~for~~ the ~~redemption~~IPO ofthat were ~~such~~directly ~~public~~related ~~shares~~to ~~in connection with~~ the ~~Company’s~~IPO. ~~liquidation,~~Offering ifcosts ~~there~~are isallocated ato ~~stockholder~~the ~~vote~~separable orfinancial ~~tender~~instruments ~~offer~~issued in ~~connection with~~ the ~~initial~~IPO ~~Business~~based ~~Combination~~on ~~and~~a relative infair ~~connection~~value ~~with~~basis, ~~certain~~compared ~~amendments~~ to ~~the~~total ~~Company’s~~proceeds ~~amended and restated certificate of incorporation~~received. Offering Incosts ~~accordance~~associated with ~~the SEC~~warrant ~~and~~liabilities ~~its~~are ~~staff’s~~expensed ~~guidance~~as ~~on redeemable equity instruments~~incurred, presented ~~which~~as ~~has~~non-operating ~~been~~expenses ~~codified~~ in ~~ASC~~the ~~480-10-S99,~~unaudited ~~redemption~~condensed ~~provisions not~~statements ~~solely~~of ~~within~~operations. ~~the~~Offering ~~control~~costs ofassociated with the ~~Company~~Class ~~require~~A common stock ~~subject~~were tocharged ~~redemption~~ to betemporary ~~classified outside of permanent~~ equity~~. Ordinary~~ ~~liquidation~~upon ~~events, which involve~~ the ~~redemption~~completion ~~and liquidation~~ of ~~all~~ the ~~entity’s equity instruments, are excluded from the provisions of ASC 480~~IPO. ~~Accordingly,~~The atCompany ~~June~~classifies ~~30,~~deferring ~~2022~~underwriting ~~and~~commissions ~~December~~as ~~31,~~non-current liabilities ~~2021,~~as ~~all~~their ~~shares~~liquidation ofis ~~Class A~~not ~~common~~reasonably ~~stock~~expected ~~subject~~ to ~~possible redemption~~require isthe ~~presented~~use asof ~~temporary~~current ~~equity,~~assets ~~outside~~or ofrequire the ~~stockholders’~~creation ~~deficit section~~ of ~~the~~current ~~Company’s condensed balance sheets, respectively~~liabilities.

~~The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the~~ Class A ~~common~~Common ~~stock~~Stock ~~subject~~Subject to ~~possible~~Possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.Redemption

~~The~~All the shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to possible redemption to be classified outside of permanent ~~reflected~~equity. onOrdinary liquidation events, which involve the ~~condensed~~redemption ~~balance~~and ~~sheets~~liquidation asof all the entity’s equity instruments, are excluded from the provisions of ~~June~~ASC 480. Accordingly, at September 30, 2022 and December 31, 2021, all shares of Class A common stock subject to possible redemption is ~~reconciled~~presented inas temporary equity, outside of the ~~following~~stockholders’ ~~table:~~deficit section of the Company’s condensed balance sheets, respectively.

Gross Proceeds	$	230,000,000
Less:
Proceeds allocated to Public Warrants		(9,771,550	)
Class A common stock issuance costs		(12,544,817	)
Plus:
Accretion of carrying value to redemption value		22,316,367
Class A common stock subject to possible redemption – December 31, 2021		230,000,000
Plus:
Accretion of carrying value to redemption value		53,419
Class A common stock subject to possible redemption – June 30, 2022	$	230,053,419

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

9The Class A common stock subject to possible redemption reflected on the condensed balance sheets as of September 30, 2022 and December 31, 2021 is reconciled in the following table:

Income Taxes

Gross Proceeds	$	230,000,000
Less:
Proceeds allocated to Public Warrants		(9,771,550	)
Class A common stock issuance costs		(12,544,817	)
Plus:
Accretion of carrying value to redemption value		22,316,367
Class A common stock subject to possible redemption – December 31, 2021		230,000,000
Plus:
Accretion of carrying value to redemption value		824,587
Class A common stock subject to possible redemption – September 30, 2022	$	230,824,587

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it.9

~~ASC~~Income 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company’s effective tax rate was 0.00% for the three and six months ended June 30, 2022 and 2021. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability, and the valuation allowance on the deferred tax assets.Taxes

~~ASC~~The ~~740~~Company ~~also~~accounts ~~clarifies~~for ~~the~~income ~~accounting~~taxes ~~for~~under ~~uncertainty~~ASC in740, ~~income~~“Income ~~taxes~~Taxes.” ~~recognized~~ASC in740, anIncome ~~enterprise’s~~Taxes, ~~financial~~requires ~~statements~~the ~~and~~recognition ~~prescribes~~of adeferred ~~recognition~~tax ~~threshold~~assets and ~~measurement~~liabilities ~~process~~ for ~~financial~~both ~~statement~~the ~~recognition~~expected impact of differences between the unaudited condensed financial statements and ~~measurement~~tax basis of aassets ~~tax~~and ~~position~~liabilities ~~taken~~and orfor the expected future tax benefit to be ~~taken~~derived infrom atax loss and tax ~~return.~~credit ~~For~~carry ~~those~~forwards. ~~benefits to~~ASC be740 ~~recognized,~~additionally requires a ~~tax~~valuation ~~position~~allowance ~~must~~to be established when it is more- likely- than- not tothat beall ~~sustained~~or ~~upon~~a ~~examination~~portion byof ~~taxing~~deferred ~~authorities~~tax assets will not be realized. ~~ASC~~As ~~740~~of ~~also~~September ~~provides~~30, 2022 ~~guidance~~and onDecember ~~derecognition~~31, ~~classification~~2021, ~~interest~~the ~~and~~Company’s ~~penalties,~~deferred ~~accounting~~tax inasset ~~interim~~had ~~periods,~~a ~~disclosure~~full ~~and~~valuation ~~transition~~allowance recorded against it.

~~The~~ASC ~~Company~~740-270-25-2 ~~recognizes~~requires ~~accrued~~that ~~interest~~an ~~and~~annual ~~penalties~~effective ~~related~~tax torate ~~unrecognized~~be ~~tax~~determined ~~benefits~~and assuch annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company’s effective tax ~~expense~~rate was 12.46% ~~There~~and ~~were~~0.00% nofor ~~unrecognized~~the ~~tax~~three ~~benefits~~months ended September 30, 2022 and no2021, ~~amounts~~respectively, ~~accrued~~while ~~for~~the ~~interest~~Company’s effective tax rate was and ~~penalties~~2.20% asand of0.00% ~~June~~for the nine months ended September 30, 2022 and ~~December 31~~2021, ~~2021~~respectively. The ~~Company~~effective istax ~~currently~~rate differs ~~not~~from ~~aware~~the statutory tax rate of ~~any~~21% ~~issues~~for ~~under~~the ~~review~~three ~~that~~and ~~could~~nine ~~result~~months ended September 30, 2022 and 2021, due to changes in fair value in ~~significant~~warrant ~~payments~~liability, ~~accruals~~and orthe ~~material~~valuation ~~deviation~~allowance ~~from~~on ~~its~~the ~~position~~deferred tax assets.

~~The~~ASC ~~Company~~740 ~~has~~also ~~identified~~clarifies the ~~United~~accounting ~~States~~for asuncertainty ~~its~~in ~~only~~income ~~“major”~~taxes ~~tax~~recognized ~~jurisdiction.~~in ~~The~~an ~~Company~~enterprise’s isfinancial ~~subject~~statements toand ~~income~~prescribes ~~taxation~~a byrecognition ~~major~~threshold ~~taxing~~and ~~authorities~~measurement ~~since inception.~~process ~~These~~for ~~examinations~~financial ~~may~~statement ~~include~~recognition ~~questioning~~and ~~the~~measurement ~~timing~~of ~~and~~a ~~amount~~tax ofposition ~~deductions,~~taken ~~the~~or ~~nexus~~expected ofto ~~income~~be ~~among~~taken ~~various~~in a tax ~~jurisdictions~~return. ~~and compliance~~For ~~with~~those ~~federal~~benefits to ~~and~~be ~~state~~recognized, a tax ~~laws.~~position ~~The~~must ~~Company’s~~be ~~management~~more-likely-than-not ~~does~~to ~~not~~be ~~expect~~sustained ~~that~~upon ~~the~~examination ~~total~~by ~~amount~~taxing ofauthorities. ~~unrecognized~~ASC ~~tax~~740 ~~benefits~~also provides ~~will~~guidance ~~materially~~on ~~change~~derecognition, ~~over~~classification, ~~the~~interest ~~next~~and ~~twelve~~penalties, ~~months~~accounting in interim periods, disclosure and transition.

~~Net~~The ~~Income~~Company ~~(Loss)~~recognizes ~~Per~~accrued ~~Common~~interest ~~Stock~~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, 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 ~~complies~~has ~~with~~identified ~~accounting~~the ~~and~~United ~~disclosure~~States as ~~requirements~~its ofonly ~~FASB ASC Topic 260,~~ “~~Earnings~~major” ~~Per~~tax ~~Share”~~jurisdiction. ~~Net~~The ~~income~~Company ~~(loss) per share~~ is ~~computed~~subject byto ~~dividing net~~ income ~~(loss)~~ taxation by ~~the~~major ~~weighted~~taxing ~~average~~authorities ~~number~~since ~~of shares outstanding during the period, excluding stocks subject to forfeiture~~inception. ~~The calculation of diluted~~ ~~income~~These ~~(loss)~~examinations ~~per~~may ~~common~~include ~~share~~questioning ~~does~~the ~~not~~timing ~~consider~~and ~~the~~amount ~~effect~~ of ~~the~~deductions, ~~warrants issued since~~ the ~~exercise~~nexus of ~~the~~income ~~warrants~~among ~~are~~various ~~contingent~~tax ~~upon~~jurisdictions and ~~the~~compliance ~~occurrence~~with offederal ~~future~~and ~~events.~~state ~~However,~~tax ~~the~~laws. ~~diluted~~The ~~earnings~~Company’s ~~(loss)~~management ~~per~~does ~~share~~not ~~calculation~~expect ~~includes~~that the ~~shares~~total ~~subject~~amount ~~to forfeiture from the first day~~ of ~~the~~unrecognized ~~interim~~tax ~~period~~benefits will inmaterially ~~which~~change over the ~~contingency~~next ontwelve ~~such shares was resolved (at least for this one because it resolved this year)~~months.

~~Basic~~Net ~~and~~Income ~~diluted~~Per ~~net~~Common income (loss) per share for Class A common stock and Class B common stock is calculated by dividing net income (loss) attributable to the Company by the weighted average number of shares of Class A common stock and shares of Class B common stock outstanding, allocated proportionally to each class of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.Stock

~~Reconciliation~~The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net ~~Income~~income (~~Loss~~loss) per ~~Common~~share is computed by dividing net income (loss) ~~Share~~by the weighted average number of shares outstanding during the period, excluding stocks subject to forfeiture. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued since the exercise of the warrants are contingent upon the occurrence of future events. However, the diluted earnings (loss) per share calculation includes the shares subject to forfeiture from the first day of the interim period in which the contingency on such shares was resolved (at least for this one because it resolved this year).

Basic and diluted net income (loss) per share for Class A common stock and Class B common stock is calculated by dividing net income (loss) attributable to the Company by the weighted average number of shares of Class A common stock and ~~for~~shares of Class B common stock outstanding, allocated proportionally to each class of common stock. Accretion associated with the redeemable shares of Class A common stock is ~~calculated~~excluded from earnings per share as ~~follows:~~the redemption value approximates fair value.

	For The Three Months Ended June 30,					For The Six Months Ended June 30,
	2022		2021			2022		2021
Net Income per share for Class A common stock:
Allocation of net income (loss) to Class A common stock	$	1,876,658	$	(3,706,841	)	$	6,470,154	$	(762,558	)
Weighted Average Shares, Class A common stock		23,000,000		23,000,000			23,000,000		18,425,414
Basic and diluted net income (loss) per share	$	0.08	$	(0.16	)	$	0.28	$	(0.04	)
Net Income per share for Class B common stock:
Allocation of net income (loss) to Class B common stock	$	469,165	$	(962,710	)	$	1,617,538	$	231,797
Basic weighted Average Shares, Class B common stock		5,750,000		5,750,000			5,750,000		5,600,829
Diluted net income (loss) per share	$	0.08	$	(0.16	)	$	0.28	$	(0.04	)

Reconciliation of Net Income per Common Stock

10Basic and diluted income per share for Class A common stock and for Class B common stock is calculated as follows:

Fair Value of Financial Instruments

	For The Three Months Ended September 30,				For The Nine Months Ended September 30,
	2022		2021		2022		2021
Net Income per share for Class A common stock:
Allocation of net income to Class A common stock	$	1,150,414	$	1,229,658	$	7,620,568	$	423,347

Weighted Average Shares, Class A common stock		23,000,000		23,000,000		23,000,000		20,051,282
Basic and diluted net income per share	$	0.05	$	0.05	$	0.33	$	0.02

Net Income per share for Class B common stock:
Allocation of net income to Class B common stock	$	287,604	$	307,415	$	1,905,142	$	119,371

Basic and diluted weighted Average Shares, Class B common stock		5,750,000		5,750,000		5,750,000		5,653,846
Basic and diluted net income per share	$	0.05	$	0.05	$	0.33	$	0.02

The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature except for warrant liabilities (see Note 8).10

~~The Company follows the guidance in ASC 820, “~~Fair Value ~~Measurement,”~~of ~~for~~Financial its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.Instruments

The fair value of the Company’s ~~financial~~ assets and liabilities ~~reflects~~approximates ~~management’s~~the ~~estimate~~carrying of amounts ~~that~~represented ~~the Company would have received~~ in ~~connection with~~ the ~~sale of~~accompanying ~~the~~condensed ~~assets~~balance or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilitiessheets, ~~the~~primarily ~~Company~~due ~~seeks~~ to ~~maximize~~their ~~the use of~~short-term ~~observable~~nature ~~inputs~~except ~~(market~~for ~~data~~warrant ~~obtained~~liabilities ~~from independent sources) and to minimize the use of unobservable inputs~~ (~~internal~~see ~~assumptions about~~Note ~~how market participants would price assets and liabilities~~8). ~~The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:~~

Level 1 —	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
Level 2 —	Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
Level 3 —	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

~~See~~The ~~Note~~fair 8value ~~for~~of ~~additional~~the ~~information~~Company’s ~~on assets~~financial assets and liabilities ~~measured~~reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Convertible Promissory Note

Level 1 —	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 —	Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 —	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

~~The~~See ~~Company~~Note ~~accounts~~8 for ~~the~~additional ~~Notes~~information ~~under~~on ~~ASC 815.~~assets ~~Under~~and ~~815-15-25,~~liabilities ~~the~~measured ~~election can be~~ at ~~the inception of a financial instrument to account for the instrument under the~~ fair value ~~option under ASC 825~~. The Company has made such election for the Notes. Using the fair value option, each Notes is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Notes are recognized as a non-cash gain or loss on the unaudited condensed statements of operations (see Note 5).

~~Recent~~Convertible ~~Accounting~~Promissory ~~Pronouncements~~Note

~~Management~~The ~~does~~Company ~~not~~accounts ~~believe~~for ~~that~~the ~~any~~Notes ~~recently~~under ASC 815. ~~issued~~Under 815-15-25, ~~but~~the ~~not~~election ~~yet~~can ~~effective,~~be ~~accounting~~at ~~pronouncements~~the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for the Notes. Using the fair value option, ifeach ~~currently~~Notes ~~adopted~~is required to be recorded at its initial fair value on the date of issuance, ~~would~~and ~~have~~each balance sheet date thereafter. Changes in the estimated fair value of the Notes are recognized as a ~~material~~non-cash ~~effect~~gain or loss on the ~~Company’s~~ unaudited condensed ~~financial~~ statements of operations (see Note 5).

11Recent Accounting Pronouncements

~~Note~~Management 3does —not ~~Initial~~believe ~~Public~~that ~~Offering~~any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

~~Public Units~~11

OnNote ~~February 5, 2021, the Company sold 23,000,000 Units, at a purchase price of $10.00 per Unit, which included the full exercise by the underwriters of the over-allotment option to purchase an additional~~ 3~~,000,000~~ ~~Units.~~— ~~Each~~Initial ~~Unit consists of one share of Class A common stock, and one-half of one redeemable warrant to purchase one share of Class A common stock (the “~~Public ~~Warrants”).~~Offering

Public ~~Warrants~~Units

~~Each~~On ~~whole~~February ~~warrant~~5, ~~entitles~~2021, the ~~holder~~Company tosold ~~purchase~~23,000,000 ~~one~~Units, ~~share of the Company’s Class A common stock~~ at a purchase price of $1110.5000 per ~~share~~Unit, ~~subject~~which toincluded ~~adjustment as discussed herein. The warrants will become exercisable on~~ the ~~later~~full ofexercise 12by ~~months from~~ the ~~closing~~underwriters of the ~~IPO~~over-allotment oroption ~~30 days~~to ~~after the completion of its initial Business~~purchase ~~Combination~~an ~~and~~additional ~~will expire five years after the completion of the Company’s initial Business Combination~~3, ~~at 5:00 p.m.~~000,000 ~~New York City time, or earlier upon redemption or liquidation~~Units. InEach ~~addition,~~Unit ifconsists ~~(x) the Company issues additional shares~~ of ~~Class A~~one common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock, ~~(with such issue price or effective issue price to be determined in good faith by the Company’s board of directors~~ and, inone-half ~~the case~~ of ~~any~~one ~~such~~redeemable ~~issuance~~warrant to ~~the Company’s~~purchase ~~initial~~one ~~stockholders~~share or their affiliates, without taking into account any Founder Shares held by the Company’s initial stockholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock ~~during the 20 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination~~ (~~such price,~~ the “~~Market~~Public ~~Value~~Warrants”) ~~is below $9~~.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

~~The~~Public Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, or valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit.Warrants

~~The~~Each ~~Company~~whole ~~has~~warrant ~~agreed~~entitles ~~that~~the asholder ~~soon~~to ~~as practicable,~~purchase ~~but~~one inshare noof ~~event~~the ~~later~~Company’s ~~than~~Class ~~fifteen~~A ~~(15)~~common ~~business~~stock ~~days~~at ~~after~~a ~~the~~price ~~closing~~ of ~~the~~$11.50 ~~initial~~per ~~Business Combination~~share, itsubject ~~will~~to ~~use~~adjustment ~~its~~as ~~reasonable best~~discussed ~~efforts~~herein. toThe ~~file~~warrants will ~~with~~become ~~the~~exercisable ~~SEC~~on athe ~~registration~~later ~~statement~~of ~~for~~12 ~~the~~months ~~registration,~~from ~~under~~ the ~~Securities~~closing ~~Act,~~ of the ~~Class~~IPO Aor ~~common~~30 days ~~stock issuable~~after ~~upon~~the ~~exercise~~completion of ~~the~~its ~~warrants.~~initial ~~The~~Business Combination ~~Company~~and will ~~use~~expire ~~its~~five ~~best~~years ~~efforts~~after tothe ~~cause~~completion of the ~~same~~Company’s toinitial ~~become~~Business ~~effective~~Combination, ~~and~~at to5:00 ~~maintain~~p.m., ~~the~~New York ~~effectiveness~~City oftime, ~~such~~or ~~registration~~earlier ~~statement,~~upon ~~and~~redemption aor ~~current~~liquidation. ~~prospectus~~In ~~relating thereto~~addition, ~~until~~if (x) the ~~expiration~~Company issues additional shares of ~~the~~Class A ~~warrants~~common stock or equity-linked securities for capital raising purposes in ~~accordance~~ connection with the ~~provisions~~closing of ~~the~~its ~~warrant~~initial ~~agreement.~~Business IfCombination aat ~~registration~~an issue ~~statement~~price ~~covering~~or ~~the~~effective ~~shares~~issue price of ~~Class~~less than $9.20 per share of Class A common stock ~~issuable~~(with ~~upon~~such ~~exercise~~issue price or effective issue ofprice ~~the~~to ~~warrants~~be isdetermined ~~not~~in ~~effective~~good faith by the ~~sixtieth~~Company’s ~~(60th)~~board ~~business~~of ~~day~~directors ~~after~~and, in the ~~closing~~case of any such issuance to the Company’s initial ~~Business~~stockholders ~~Combination,~~or ~~warrant~~their ~~holders may~~affiliates, ~~until~~without ~~such~~taking ~~time~~into asaccount ~~there~~any isFounder anShares ~~effective~~held ~~registration~~by ~~statement~~the ~~and~~Company’s ~~during~~initial ~~any~~stockholders or ~~period~~their ~~when~~affiliates, ~~the~~as ~~Company~~applicable, ~~will~~prior ~~have~~to ~~failed~~such toissuance) ~~maintain an~~(the ~~effective~~“Newly ~~registration~~Issued ~~statement~~Price”), ~~exercise~~(y) the ~~warrants~~aggregate ongross aproceeds from ~~“cashless~~such ~~basis”~~issuances inrepresent ~~accordance~~more ~~with~~than ~~Section~~60% ~~3(a)(9)~~ of the ~~Securities Act~~total orequity ~~another~~proceeds, ~~exemption.~~and ~~Notwithstanding~~interest ~~the above~~thereon, ifavailable for the ~~Class~~funding Aof ~~common~~the ~~stock~~initial Business isCombination aton the ~~time~~date of ~~any~~the ~~exercise~~consummation of athe ~~warrant~~initial ~~not~~Business ~~listed on~~Combination a(net ~~national~~of ~~securities~~redemptions), ~~exchange~~and ~~such~~(z) the ~~that~~volume weighted ~~they~~average ~~satisfy~~trading ~~the~~price ~~definition~~ of athe ~~“covered~~Company’s ~~security”~~Class A ~~under~~common ~~Section~~stock ~~18(b)(1)~~during of the ~~Securities~~20 trading ~~Act,~~day ~~the~~period ~~Company~~starting ~~may,~~on atthe trading ~~its~~day ~~option,~~after ~~require~~the ~~holders~~day ofon ~~Public~~which ~~Warrants~~the ~~who~~Company ~~exercise~~consummates ~~their~~the ~~warrants~~initial toBusiness doCombination so(such onprice, athe “~~cashless basis~~Market Value”) is inbelow ~~accordance~~$9.20 ~~with~~per ~~Section~~share, ~~3(a)(9)~~the exercise price of the ~~Securities~~warrants ~~Act~~will ~~and,~~be inadjusted (to the ~~event~~nearest ~~the~~cent) ~~Company~~to sobe ~~elects,~~equal itto ~~will~~115% ~~not~~of bethe ~~required~~higher toof ~~file~~the orMarket ~~maintain~~Value inand ~~effect~~the aNewly ~~registration~~Issued ~~statement~~Price, and in the ~~event~~$18.00 ~~the~~per ~~Company~~share ~~does~~redemption ~~not~~trigger soprice ~~elect,~~described itbelow ~~will~~under ~~use~~“Redemption of ~~its~~warrants” ~~best~~will ~~efforts~~be adjusted (to ~~register~~ orthe ~~qualify~~nearest ~~the~~cent) ~~shares~~to ~~under~~be ~~applicable~~equal ~~blue~~to ~~sky~~180% ~~laws~~of tothe higher of the ~~extent~~Market anValue ~~exemption~~and isthe ~~not~~Newly ~~available~~Issued Price.

12The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, or valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit.

~~Once~~The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, it will use its reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become ~~exercisable~~effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the ~~Company~~expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, ~~call~~until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants ~~for~~who ~~redemption:~~exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.12

IfOnce the ~~Company calls the~~ warrants ~~for~~become ~~redemption as described above~~exercisable, the Company ~~will have the option to require any holder that wishes to exercise his, her or its warrant to do so on~~ amay ~~“cashless~~call ~~basis.” If~~ the ~~Company~~Public ~~takes~~Warrants ~~advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants in exchange~~ for a number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of (A) the number of shares of Class A common stock underlying the warrants and (B) the excess of the “fair market value” of the Company’s Class A common stock (defined in the next sentence) over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average last reported sales price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption ~~is sent to the holders of warrants.~~:

~~Note~~● 4in —whole ~~Private~~and ~~Placement~~not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

~~Simultaneously~~If ~~with~~ the ~~closing~~Company ofcalls the ~~IPO~~warrants for redemption as described above, the Company will have the option to require any holder that wishes to exercise his, her or its warrant to do so on ~~Sponsor~~a ~~purchased~~“cashless anbasis.” ~~aggregate~~If the Company takes advantage of 6this option,~~600,000~~ ~~Private~~all ~~Placement~~holders ~~Warrants~~of atwarrants awould pay the exercise price by surrendering their warrants in exchange for a number of ~~$1.00~~shares ~~per~~of ~~Private~~Class ~~Placement~~A ~~Warrant,~~common ~~for~~stock anequal ~~aggregate~~to the quotient obtained by dividing (x) ~~purchase~~the ~~price~~product of ~~$6,600,000,~~(A) the number of shares of Class A common stock underlying the warrants and (B) the excess of the “fair market value” of the Company’s Class A common stock (defined in athe ~~private~~next ~~placement~~sentence) over the exercise price of the warrants by (y) the fair market value. AThe ~~portion~~“fair market value” will mean the average last reported sales price of the ~~proceeds~~Class ~~from~~A common stock for the ~~private~~10 ~~placement~~trading days ~~was~~ending ~~added~~on the third trading day prior to the ~~proceeds~~date ~~from~~ on which the ~~IPO~~notice ~~held~~of inredemption is sent to the ~~Trust~~holders ~~Account~~of warrants.

~~The~~Note ~~Private~~4 ~~Placement~~— ~~Warrants are identical to the Public Warrants sold in the IPO except that the~~ Private Placement Warrants, so long as they are held by the initial stockholders or its permitted transferees, (i) they will not be redeemable by the Company for cash, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, and (iii) they may be exercised by the holders on a cashless basis. If the Private Placement Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units sold in the IPO.

~~Note~~Simultaneously 5with —the ~~Related~~closing ~~Party~~of ~~Transactions~~the IPO, the Sponsor purchased an aggregate of 6,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,600,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account.

~~Founder~~The ~~Shares~~Private Placement Warrants are identical to the Public Warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the initial stockholders or its permitted transferees, (i) they will not be redeemable by the Company for cash, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, and (iii) they may be exercised by the holders on a cashless basis. If the Private Placement Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units sold in the IPO.

OnNote ~~November 25, 2020, the Sponsor paid $25,000 in cash, or approximately $0.004 per share, to the Company in consideration for~~ 5~~,750,000~~ ~~shares~~— ofRelated ~~Class B~~Party common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 750,000 shares which were subject to forfeiture if the over-allotment option was not exercised by the underwriters in full. On February 5, 2021, the underwriters fully exercised their over-allotment option, hence, the 750,000 Founder Shares are no longer subject to forfeiture.Transactions

~~The Sponsor has agreed not to transfer, assign or sell any of its~~ Founder Shares (subject to certain limited exceptions) until the earlier to occur of (i) one year after the completion of the Company’s initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property (the “Lock-up”). Notwithstanding the foregoing, if (A) the last reported sales price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (B) the Company consummates a transaction after the initial Business Combination which results in its stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.

13On November 25, 2020, the Sponsor paid $25,000 in cash, or approximately $0.004 per share, to the Company in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 750,000 shares which were subject to forfeiture if the over-allotment option was not exercised by the underwriters in full. On February 5, 2021, the underwriters fully exercised their over-allotment option, hence, the 750,000 Founder Shares are no longer subject to forfeiture.

~~Promissory~~The ~~Note~~Sponsor —has ~~Related~~agreed ~~Party~~not to transfer, assign or sell any of its Founder Shares (subject to certain limited exceptions) until the earlier to occur of (i) one year after the completion of the Company’s initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property (the “Lock-up”). Notwithstanding the foregoing, if (A) the last reported sales price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (B) the Company consummates a transaction after the initial Business Combination which results in its stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.

On November 25, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan was non-interest bearing, unsecured and due at the earlier of March 31, 2022 or the closing of the IPO. As of the IPO on February 5, 2021, the Company had drawn down $170,000 under the promissory note. On February 8, 2021, the Company paid the $170,000 balance on the note in full. The Company is unable to borrow any future amounts against this note.13

~~Related~~Promissory ~~Party~~Note ~~Working~~— ~~Capital~~Related ~~Loans~~Party

InOn ~~order~~November to25, ~~fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination~~2020, the ~~Sponsor~~Company orissued an ~~affiliate of the Sponsor or~~unsecured ~~certain~~promissory ofnote to the ~~Company’s officers and directors or their respective affiliates may~~Sponsor, ~~but~~pursuant ~~are not obligated~~ to, ~~loan~~which the Company ~~funds as~~ may beborrow ~~required~~up onto aan ~~non-interest~~aggregate ~~basis~~principal ~~(“Working~~amount ~~Capital~~of ~~Loans”).~~$300,000 Ifto ~~the~~be ~~Company~~used ~~completes~~ for a ~~Business~~portion ~~Combination, the Company will repay the Working Capital Loans out~~ of the ~~proceeds~~expenses of the ~~Trust~~IPO. ~~Account~~This ~~released~~loan towas ~~the~~non-interest ~~Company. Otherwise~~bearing, ~~the~~unsecured ~~Working Capital~~and ~~Loans~~due ~~would~~at bethe ~~repaid~~earlier ~~only out~~ of ~~funds~~March ~~held~~31, ~~outside~~2022 ofor the ~~Trust Account. In the event that a Business Combination does not close,~~closing ~~the Company may use a portion~~ of the ~~working~~IPO. ~~capital~~As ~~held~~of ~~outside~~ the ~~Trust~~IPO ~~Account~~on toFebruary ~~repay~~5, ~~the~~2021, ~~Working Capital Loans but no proceeds from~~ the ~~Trust~~Company ~~Account~~had ~~would~~drawn bedown ~~used~~$170,000 tounder ~~repay~~ the ~~Working~~promissory ~~Capital Loans~~note. UpOn toFebruary $18,~~500~~ 2021,~~000~~ ~~of such Working Capital Loans may be convertible~~the ~~into~~Company ~~warrants~~paid of the ~~post Business Combination entity at a price of~~ $~~1.00~~170,000 ~~per~~balance ~~warrant~~on at the ~~option~~note ofin ~~the lender~~full. The ~~warrants~~Company ~~would be~~is ~~identical~~unable to ~~the~~borrow ~~Private~~any ~~Placement~~future ~~Warrants,~~amounts ~~including~~against asthis ~~to exercise price, exercisability and exercise period~~note.

OnRelated ~~February~~Party 25, 2022, (i) Neil Jacobson, the Company’s Chief Executive Officer and a manager of Music Acquisition Sponsor, LLC, the Sponsor, and (ii) Todd Lowen, the Company’s Chief Financial Officer and Chief Operating Officer and a manager of the Sponsor, (each, a “Lender” and collectively, the “Lenders”), each loaned $140,000 for a total of $280,000 to the Company. These borrowings were memorialized by the execution of two unsecured promissory notes (the “Notes”) issued by the Company to the Lenders, under each of which the Company may borrow in the principal amount of up to $250,000, for up to a total of $500,000, of Working Capital Loans. On May 25, 2022, the Company borrowed an additional $100,000 from the Lenders under the Notes. The Notes do not bear interest and the principal balance will be payable on the earliest to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective (such date, the “Maturity Date”). In the event the Company consummates its initial business combination, the respective Lender has the option on the Maturity Date to convert all or any portion of the principal outstanding under the respective Note into that number of Working Capital Warrants equal to the portion of the principal amount of the Note being converted divided by $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of the Private Placement Warrants. The Notes were valued using the fair value method. Changes in the estimated fair value of the notes are recognized quarterly as a non-cash gain or loss on the unaudited condensed statements of operations. The fair value of the note as of June 30, 2022 and December 31, 2021 was $380,000 and $0, respectively, which resulted in no change in fair value of the Notes for the six months ended June 30, 2022.

~~Administrative~~In ~~Service~~order ~~Fee~~ to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors or their respective affiliates may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside of the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

~~The~~On February 25, 2022, (i) Neil Jacobson, the Company’s Chief ~~agreed~~Executive toOfficer ~~pay~~and ana ~~affiliate~~manager of Music Acquisition Sponsor, LLC, the Sponsor, and (ii) Todd Lowen, the Company’s Chief Financial Officer and Chief Operating Officer and a manager of the Sponsor, (each, a ~~monthly~~“Lender” ~~fee~~and ofcollectively, the “Lenders”), each loaned $15140,000 for ~~office~~a ~~space,~~total ~~secretarial~~of ~~and~~$280,000 ~~administrative~~to ~~services~~the Company. ~~Upon~~These ~~completion~~borrowings were memorialized by the execution of two unsecured promissory notes (the “Notes”) issued by the Company’s to the Lenders, under each of which the Company may borrow in the principal amount ~~Business~~of ~~Combination~~up orto ~~its~~$250,000, ~~liquidation~~for up to a total of $500,000, of Working Capital Loans. On May 25, 2022, the Company ~~will~~borrowed ~~cease~~an ~~paying~~additional ~~these~~$100,000 from ~~monthly~~the ~~fees~~Lenders under the Notes. ~~For~~ The Notes do not bear interest and the ~~three~~principal balance will be payable on the earliest to occur of (i) the date on which the Company consummates its initial business combination and ~~six~~(ii) ~~months~~the ~~ended~~date ~~June~~that the winding up of the Company is ~~30,~~effective ~~2022~~(such date, the “Maturity Date”). In the event the Company consummates its initial business combination, the respective Lender has ~~incurred~~the ~~and~~option ~~paid~~on ~~administrative~~the ~~service~~Maturity ~~fees~~Date to convert all or any portion of the principal outstanding under the respective Note into that number of Working Capital Warrants equal to the portion of the principal amount of the Note being converted divided by $451.00,~~000~~ rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of the Private Placement Warrants. The Notes were valued using the fair value method. Changes in the estimated fair value of the notes are recognized quarterly as a non-cash gain or loss on the unaudited condensed statements of operations. The fair value of the note as of September 30, 2022 and December 31, 2021 was $90380,000 and $0, respectively, which resulted in no change in fair value of the Notes for the nine months ended September 30, 2022.

~~For~~Administrative ~~the~~Service ~~three months and six months ended June 30, 2021, the Company has incurred and paid administrative service fees of $45,000~~Fee ~~and $75,000, respectively.~~

14The Company agreed to pay an affiliate of the Company’s Sponsor a monthly fee of $15,000 for office space, secretarial and administrative services. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2022, the Company has incurred and paid administrative service fees of $45,000 and $135,000, respectively.

~~Note~~For 6the —three ~~Commitments~~months and ~~Contingencies~~nine months ended September 30, 2021, the Company has incurred and paid administrative service fees of $45,000 and $120,000, respectively.

~~Registration and Stockholder Rights~~14

~~The~~Note ~~holders~~6 of— ~~the~~Commitments ~~Founder Shares, Private Placement Warrants~~ and warrants that may be issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement dated as of February 2, 2021 by and between the Company and the parties thereto, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights to include their securities in other registration statements filed by the Company.Contingencies

~~Underwriting~~Registration ~~Agreement~~and Stockholder Rights

The ~~underwriters~~holders ~~had~~of athe ~~45-day~~Founder ~~option~~Shares, ~~from~~Private ~~the~~Placement ~~date~~Warrants and warrants that may be issued upon conversion of ~~the~~Working ~~IPO~~Capital Loans will be entitled to ~~purchase~~registration uprights pursuant to a anregistration ~~aggregate~~rights agreement dated as of 3February 2,~~000,000~~ ~~additional~~2021 ~~Units~~by atand between the ~~public~~Company ~~offering~~and ~~price~~the ~~less~~parties ~~the~~thereto, ~~underwriting~~requiring ~~commissions~~the Company to ~~cover~~register ~~over-allotments,~~such ifsecurities and any. Onother ~~February~~securities 5,of ~~2021,~~ the ~~underwriters~~ ~~fully~~Company ~~exercised~~acquired ~~their~~by ~~over-allotment~~them ~~option~~prior ~~and~~to ~~were~~the ~~paid~~consummation of the initial Business aCombination ~~cash~~for ~~underwriting~~resale. ~~discount~~The holders of ~~$0.20~~these ~~per~~securities ~~Unit~~are entitled to make up to three demands, orexcluding $4short form demands,~~600~~ that the Company registers such securities. In addition,~~000~~ the holders have certain “piggy-back” registration rights to include their securities in other registration statements filed by the ~~aggregate~~Company.

~~The~~Underwriting underwriters are entitled to deferred underwriting fees of 3.5% of the gross proceeds of the IPO, or $8,050,000 in the aggregate. The deferred fee will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.Agreement

~~Note~~The 7underwriters —had ~~Stockholders’~~a ~~Deficit~~45-day option from the date of the IPO to purchase up to an aggregate of 3,000,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On February 5, 2021, the underwriters fully exercised their over-allotment option and were paid a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate.

~~Preferred~~The ~~Stock~~underwriters —are ~~The~~entitled ~~Company~~to deferred underwriting isfees ~~authorized~~of to3.5% ~~issue~~of athe ~~total~~gross proceeds of 1the IPO,~~000~~ or $8,050,000 ~~preferred~~in ~~shares~~the ataggregate. ~~par~~The ~~value~~deferred offee ~~$0.0001~~will ~~each.~~be Atpayable ~~June~~to ~~30,~~the ~~2022~~underwriters ~~and~~from the ~~December~~amounts ~~31,~~held ~~2021,~~in ~~there were~~the noTrust ~~shares~~Account ofsolely ~~preferred~~in ~~stock~~the ~~issued~~event orthat ~~outstanding~~the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

~~Class~~Note A7 ~~Common Stock~~ — ~~The Company~~Stockholders’ is authorized to issue a total of 380,000,000 shares of Class A common stock at par value of $0.0001 each. At June 30, 2022 and December 31, 2021, there were no shares issued and outstanding, excluding 23,000,000 shares of Class A common stock that are subject to possible redemption, respectively.Deficit

~~Class~~Preferred ~~B Common~~ Stock — The ~~Company~~ Company is authorized to issue a total of 201,000,000 preferred shares ~~of Class B common stock~~ at par value of $0.0001 each. At ~~June~~September 30, 2022 and December 31, 2021, there were ~~5,750,000~~no shares of preferred stock issued and outstanding~~, respectively~~.

~~The shares of~~ Class BA ~~common~~Common ~~stock~~Stock ~~will~~— ~~automatically~~The ~~convert into shares of the~~ Company’s ~~Class~~is Aauthorized ~~common~~to ~~stock~~issue ata ~~the~~total ~~time~~ of ~~the closing of its initial Business Combination on a one-for-one basis~~380, ~~subject to adjustment for stock splits~~000,000 ~~stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional~~ shares of Class A common stock, orat ~~equity-linked~~par ~~securities,~~value ~~are~~of ~~issued~~$0.0001 ~~or deemed~~each. ~~issued~~At inSeptember ~~connection with the initial Business Combination~~30, ~~the number of shares of Class A common stock issuable upon conversion~~2022 ofand ~~all~~December ~~Founder Shares will equal~~31, ~~in the aggregate~~2021, onthere anwere ~~as-converted~~no ~~basis, 20% of the total number of~~ shares ofissued ~~Class~~and ~~A common stock~~ outstanding ~~after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders)~~, ~~including the~~excluding ~~total number of shares of Class A common stock issued~~23, ~~or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued~~000,000 ~~by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any~~ shares of Class A common stock orthat ~~equity-linked~~are ~~securities or rights exercisable for or convertible into shares~~subject ~~of Class A common stock issued, or~~ to bepossible issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basisredemption.

~~Stockholders~~Class ofB ~~record~~Common ~~are~~Stock ~~entitled~~— ~~to one vote~~The ~~for~~Company ~~each~~is ~~share~~authorized ~~held on all matters~~ to beissue ~~voted~~a ontotal ~~by stockholders. Holders~~ of ~~the~~20,000,000 ~~Class~~shares ~~A common stock and holders~~ of ~~the~~ Class B common stock ~~will~~at ~~vote~~par ~~together~~value ~~as a single class on all matters submitted to a vote~~ of ~~the~~$0.0001 ~~Company’s stockholders except as required by law~~each. ~~Unless~~At ~~specified~~September in30, ~~the Company’s amended~~ 2022 and ~~restated~~December ~~certificate~~31, ~~of incorporation~~2021, orthere aswere ~~required by applicable provisions of the Delaware General Corporation Law or applicable stock exchange rules~~5,750,000 ~~the affirmative vote of a majority of the Company’s~~ shares ofissued ~~common~~and ~~stock that are voted is required to approve any such matter voted on by the Company’s stockholders~~outstanding.

15The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the closing of its initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

~~Note~~Stockholders 8of —record ~~Fair~~are ~~Value~~entitled ~~Measurements~~to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by the Company’s stockholders.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:15

	June 30,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	230,253,575	$	230,253,575	$	—	$	—
Liabilities:
Working Capital Loan	$	380,000	$	—	$	—	$	380,000
Public Warrants Liability		1,035,000		1,035,000		—		—
Private Placement Warrants Liability		594,000		—		—		594,000
	$	2,009,000	$	1,035,000	$	—	$	974,000

Note 8 — Fair Value Measurements

	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	230,018,119	$	230,018,119	$	—	$	—
Liabilities:
Public Warrants Liability		6,440,000		6,440,000		—		—
Private Placement Warrants Liability		3,696,000		—		—		3,976,000
	$	10,136,000	$	6,440,000	$	—	$	3,976,000

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The fair value of the working capital loans evidenced by the Notes is based on recent transactions and as a result, there were no unobservable inputs that have been internally developed by the Company which need to be disclosed. There have been no changes in fair value for the period.

	September 30,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	231,068,629	$	231,068,629	$	—	$	—
Liabilities:
Working Capital Loan	$	380,000	$	—	$	—	$	380,000
Public Warrants Liability		460,000		—		460,000		—
Private Placement Warrants Liability		264,000		—		—		264,000
	$	1,104,000	$	—	$	460,000	$	644,000

The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the unaudited condensed statements of operations.

	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	230,018,119	$	230,018,119	$	—	$	—
Liabilities:
Public Warrants Liability		6,440,000		6,440,000		—		—
Private Placement Warrants Liability		3,696,000		—		—		3,976,000
	$	10,136,000	$	6,440,000	$	—	$	3,976,000

The ~~Company established the initial~~ fair value of ~~the Public Warrants and Private Placement Warrants on February 5, 2021, the date~~ of the ~~Company’s~~working ~~IPO,~~capital ~~using~~loans ~~a Monte Carlo simulation~~evidenced ~~model~~by ~~and~~the ~~Black~~Notes ~~Scholes~~is ~~model,~~based ~~respectively.~~on ~~The~~recent ~~Public~~transactions ~~Warrants~~ and ~~Private Placement Warrants were classified~~ as ~~Level~~a ~~3 at the initial measurement date. As of June 30~~result, ~~2022~~there ~~and 2021, the Public Warrants~~ were ~~classified~~no asunobservable ~~Level~~inputs 1that ~~due~~have tobeen ~~use~~internally ofdeveloped ~~the observed trading price~~by of the ~~separated~~Company ~~Public~~which ~~Warrants,~~need ~~and~~to ~~the~~be ~~Private~~disclosed. ~~Placement~~There ~~Warrants~~have ~~were~~been ~~classified~~no aschanges ~~Level~~in 3fair ~~due~~value tofor the ~~use of unobservable inputs~~period.

The ~~following~~Warrants ~~table~~are ~~presents~~accounted ~~the~~for ~~changes~~as liabilities in ~~the fair~~accordance ~~value~~with ofASC ~~Level~~815-40 3and are presented within warrant liabilities ~~for~~on the ~~six~~condensed ~~months~~balance ~~ended~~sheets. ~~June~~The ~~30,~~warrant ~~2022~~liabilities are measured at fair value at inception and ~~2021:~~on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the unaudited condensed statements of operations.

	Private Placement Warrants
Fair Value as of December 31, 2021	$	3,696,000
Change in valuation as of March 31, 2022		(2,240,700	)
Fair Value as of March 31, 2022		1,455,300
Change in valuation as of June 30, 2022		(861,300	)
Fair Value as of June 30, 2022	$	594,000

The Company established the initial fair value of the Public Warrants and Private Placement Warrants on February 5, 2021, the date of the Company’s IPO, using a Monte Carlo simulation model and Black Scholes model, respectively. The Public Warrants and Private Placement Warrants were classified as Level 3 at the initial measurement date. As of September 30, 2022 and 2021, the Public Warrants were classified as Level 1 due to use of the observed trading price of the separated Public Warrants, and the Private Placement Warrants were classified as Level 3 due to the use of unobservable inputs.

16The following table presents the changes in the fair value of Level 3 warrant liabilities for the nine months ended September 30, 2022 and 2021:

	Private Placement Warrants
Fair Value as of December 31, 2020	$	-
Fair Value as of December 31, 2021	$	3,696,000
Initial measurement on February 5, 2021		5,627,820
Change in valuation as of March 31, 2022		(2,240,700	)
Change in valuation as of March 31, 2022		(1,576,740	)
Fair Value as of March 31, 2022		1,455,300
Fair Value as of March 31, 2022		4,051,080
Change in valuation as of June 30, 2022		(861,300	)
Change in valuation		1,558,920
Fair Value as of June 30, 2022		594,000
Fair Value as of June 30, 2021	$	5,610,000
Change in valuation as of September 30, 2022		(330,000	)
Fair Value as of September 30, 2022	$	264,000

Level 3 inputs have inherent uncertainties that are involved. If factors or assumptions change, the estimated fair values could be materially different. The key inputs into the Black-Scholes simulation as of June 30, 2022 were as follows:16

Inputs	June 30, 2022			December 31, 2021
	Private Placement Warrants
Risk-free interest rate		2.97	%		1.30	%
Fair Value as of December 31, 2020	$	-
Expected term remaining (years)		5.43			5.59
Initial measurement on February 5, 2021		5,627,820
Expected volatility		0.9	%		9.9	%
Change in valuation as of March 31, 2022		(1,576,740	)
Underlying stock price	$	9.80			9.76
Fair Value as of March 31, 2022		4,051,080
Change in valuation		1,558,920
Fair Value as of June 30, 2021		5,610,000
Change in valuation		(660,000	)
Fair Value as of September 30, 2021	$	4,950,000

~~Transfers~~Level ~~to/from~~3 ~~Levels~~inputs 1,have 2inherent ~~and~~uncertainties 3 that are ~~recognized at~~involved. ~~the~~If ~~end~~factors ofor ~~the~~assumptions ~~reporting~~change, ~~period.~~the ~~The~~ estimated fair ~~value~~values ofcould ~~the~~be ~~Public~~materially ~~Warrants~~different. ofThe ~~$1,035,000~~key ~~transferred~~inputs ~~from~~into athe ~~Level 3 fair value~~Black-Scholes ~~measurement~~simulation ~~to a Level 1 fair value measurement~~ as of ~~June~~September 30, ~~2021.~~2022 ~~There~~and ~~were~~December no31, ~~transfers~~2021 ~~during~~were ~~the~~as ~~six months ended June 30, 2022.~~follows:

Note 9 — Subsequent Events

Inputs	September 30, 2022			December 31, 2021
Risk-free interest rate		3.97	%		1.30	%
Expected term remaining (years)		5.18			5.59
Expected volatility		5.90	%		9.90	%
Underlying stock price	$	9.84		$	9.76

~~The~~Transfers ~~Company~~to/from ~~evaluated~~Levels ~~subsequent~~1, ~~events~~2 and ~~transactions that~~3 ~~occurred~~are ~~after~~recognized at the ~~balance~~end ~~sheet~~of ~~date~~the upreporting toperiod. ~~the~~The ~~date~~estimated ~~that~~fair value of the ~~unaudited~~Public ~~condensed~~Warrants ~~financial~~of ~~statements~~$7,015,000 ~~were~~transferred ~~issued.~~from ~~Based~~a ~~upon~~Level ~~this~~3 fair value ~~review~~measurement to a Level 1 fair value measurement as of September 30, ~~the~~2021. ~~Company~~The ~~did~~Public ~~not~~Warrants ~~identify~~were ~~any~~transferred ~~subsequent~~from ~~events~~Level ~~that~~1 ~~would~~fair ~~have~~value measurement ~~required~~to ~~adjustment~~Level or2 ~~disclosure~~measurement induring the ~~condensed~~nine ~~financial statements~~months ended September 30, 2022.

17Note 9 — Subsequent Events

~~Item~~The 2.Company ~~Management’s~~evaluated ~~Discussion~~subsequent events and ~~Analysis~~transactions that ofoccurred ~~Financial~~after ~~Condition~~the ~~and~~balance ~~Results~~sheet ofdate ~~Operations~~up to the date that the unaudited condensed 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~~On toNovember 3, 2022, The Music Acquisition Corporation (the “Company,”) ~~“our~~filed a definitive proxy statement relating to a special meeting of stockholders in lieu of the 2022 annual meeting of stockholders to approve, among other things, (i) an amendment to the Company’s amended and restated certificate of incorporation (the “Charter Amendment Proposal”) and (ii) an amendment to the investment management trust agreement, dated February 2, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (the “usTrust Amendment Proposal” orand together with the Charter Amendment Proposal, the “weProposals”), ~~refer~~which would, if implemented, allow the Company to ~~The~~redeem ~~Music~~all ~~Acquisition~~of ~~Corporation.~~its ~~The~~outstanding ~~following~~Class ~~discussion~~A ~~and~~common ~~analysis~~stock (the “Public Shares”) prior to December 30, 2022 in advance of the Company’s ~~financial~~ ~~condition~~contractual ~~and~~expiration ~~results~~date of ~~operations~~February ~~should~~5, be2023 ~~read~~by inchanging ~~conjunction~~the ~~with~~date by which the ~~unaudited~~Company ~~condensed~~must consummate ~~financial~~a ~~statements~~merger, ~~and~~capital ~~the notes~~stock ~~thereto~~exchange, ~~contained~~asset ~~elsewhere~~acquisition, instock ~~this~~purchase, ~~report.~~reorganization ~~Certain~~or ~~information~~similar ~~contained~~business incombination from February 5, 2023 to the ~~discussion~~time and ~~analysis~~date ~~set~~immediately ~~forth~~following ~~below~~the ~~includes forward-looking~~filing ~~statements~~of ~~that~~such ~~involve~~amendment ~~risks~~to the Company’s amended and ~~uncertainties~~restated certificate of incorporation with the Secretary of State of the State of Delaware (the “Accelerated Termination Date”).

~~Cautionary~~In ~~Note~~connection ~~Regarding~~with ~~Forward-Looking~~the approval ~~Statements~~of the Charter Amendment Proposal, the holders of Public Shares may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the trust account (the “Voluntary Redemption”). The Company expects to complete the Voluntary Redemption on or around the Accelerated Termination Date if stockholders approve the Proposals. If the Proposals are approved, the Company will redeem all remaining Public Shares not redeemed in the Voluntary Redemption not more than ten business days after the Accelerated Termination Date (the “Mandatory Redemption”). The Company expects to complete the Mandatory Redemption on or around December 2, 2022, if stockholders approve the Proposals.

~~This~~The ~~Quarterly~~virtual ~~Report~~special onmeeting ~~Form~~will ~~10-Q~~be ~~includes forward-looking~~held statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on ~~our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks~~Wednesday, ~~uncertainties and assumptions~~ ~~about~~November ~~us that may cause our actual results~~30, ~~levels of activity~~2022, ~~performance~~at or10:00 ~~achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements~~a. In some cases, you can identify forward- looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressionsm. ~~Such~~Eastern ~~statements include~~Time, ~~but are not limited to, possible business combinations~~ and the ~~financing~~record ~~thereof,~~date and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our Annual Report on Form 10-K for the ~~year~~meeting ~~ended~~is ~~December 31, 2021 (~~the ~~“Annual~~close ~~Report~~of onbusiness ~~Form~~(New ~~10-K”)~~York ~~filed with the Securities and Exchange Commission (“SEC”~~time) on ~~March 24~~October 31, 2022 ~~and our other SEC filings~~.

~~Overview~~17

WeItem are a blank check company incorporated in Delaware on October 14, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”)2. WeManagement’s ~~have~~Discussion ~~not selected any specific Business Combination target~~ and weAnalysis have not, nor has anyone on our behalf, engaged in any substantive discussions directly or indirectly, with any Business Combination target with respect to an initial Business Combination with us. We intend to effectuate our initial Business Combination using cash from the proceeds of ~~the~~Financial ~~Initial~~Condition ~~Public Offering~~ and ~~the~~Results ~~private placement~~ of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.Operations

18References to the “Company,” “our,” “us” or “we” refer to The Music Acquisition Corporation. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~The~~Cautionary ~~issuance~~Note ofRegarding ~~additional~~Forward-Looking ~~shares in connection with an initial business combination to the owners of the target or other investors:~~Statements

●This ~~may~~Quarterly ~~significantly~~Report ~~dilute~~on Form 10-Q includes forward-looking statements within the ~~equity~~meaning ~~interest~~of Section 27A of ~~investors~~the Securities Act of 1933, ~~which~~as ~~dilution~~amended, ~~would~~and ~~increase~~Section if21E of the ~~anti-dilution~~Securities Exchange ~~provisions~~Act inof 1934, as amended (the ~~Class~~“Exchange BAct”). ~~common~~We ~~stock~~have ~~resulted~~based inthese forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward- looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the ~~issuance~~negative of ~~Class~~such Aterms ~~common~~or ~~stock~~other onsimilar aexpressions. ~~greater~~Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than ~~one~~statements of historical fact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our Annual Report on Form 10-~~one~~K ~~basis~~for ~~upon~~the ~~conversion~~year ofended December 31, 2021 (the ~~Class~~“Annual BReport ~~common~~on ~~stock;~~Form 10-K”) filed with the Securities and Exchange Commission (“SEC”) on March 24, 2022 and our other SEC filings.

~~● may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock;~~Overview

●We ~~could~~are ~~cause~~ a ~~change~~blank check company incorporated in ~~control~~Delaware on ifOctober a14, ~~substantial~~2020, ~~number~~for ofthe ~~shares~~purpose of ~~our~~effecting ~~Class~~a Amerger, ~~common~~capital stock ~~are issued~~exchange, ~~which~~asset ~~may~~acquisition, ~~affect~~stock purchase, ~~among~~reorganization or other ~~things~~similar business combination with one or more businesses (the “Business Combination”). We have not selected any specific Business Combination target and we have not, nor has anyone on our ~~ability~~behalf, engaged in any substantive discussions directly or indirectly, with any Business Combination target with respect to ~~use~~an initial Business Combination with us. We intend to effectuate our ~~net~~initial ~~operating~~Business Combination ~~loss~~using ~~carry~~cash ~~forwards,~~from ifthe ~~any,~~proceeds of the Initial Public Offering and ~~could~~the ~~result~~private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into), shares issued to the ~~resignation~~owners of the target, debt issued to bank or ~~removal~~other lenders or the owners of ~~our~~the ~~present~~target, ~~officers~~or ~~and~~a ~~directors;~~combination of the foregoing.

●The ~~may~~issuance ~~have the effect~~ of ~~delaying~~additional orshares ~~preventing~~in aconnection with ~~change~~an ofinitial ~~control~~business ofcombination usto ~~by diluting~~ the ~~share~~owners ~~ownership or voting rights~~ of athe ~~person~~target ~~seeking~~or toother ~~obtain control of us; and~~investors:

● may ~~adversely~~significantly ~~affect~~dilute ~~prevailing~~the ~~market~~equity ~~prices~~interest ~~for~~of ~~our~~investors, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A common stock ~~and/or~~on ~~warrants.~~a greater than one-to-one basis upon conversion of the Class B common stock;

~~Similarly,~~● ifmay wesubordinate ~~issue~~the ~~debt~~rights ~~securities~~of orholders ~~otherwise incur~~of ~~significant~~Class ~~debt~~A tocommon ~~bank~~stock orif ~~other~~shares ~~lenders~~of orpreferred ~~the~~stock ~~owners~~are ofissued awith ~~target,~~rights itsenior ~~could~~to ~~result~~those ~~in:~~afforded our Class A common stock;

● ~~default~~could ~~and~~cause ~~foreclosure~~a onchange ~~our~~in ~~assets~~control if ~~our~~a ~~operating~~substantial ~~revenues~~number ~~after~~of anshares ~~initial~~of ~~business~~our ~~combination~~Class A common stock are ~~insufficient~~issued, which may affect, among other things, our ability to ~~repay~~use our ~~debt~~net ~~obligations~~operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

● ~~acceleration~~may ofhave ~~our obligations to repay~~ the ~~indebtedness~~effect ~~even~~of ifdelaying weor ~~make~~preventing ~~all~~a ~~principal~~change ~~and~~of ~~interest~~control ~~payments~~of ~~when~~us ~~due~~by ifdiluting wethe ~~breach~~share ~~certain~~ownership ~~covenants~~or ~~that~~voting ~~require~~rights ~~the maintenance~~ of ~~certain~~a ~~financial~~person ~~ratios~~seeking orto ~~reserves~~obtain ~~without~~control ~~a waiver or renegotiation~~ of ~~that covenant~~us; and

● ~~our~~may ~~immediate~~adversely ~~payment~~affect ofprevailing ~~all~~market ~~principal~~prices ~~and~~for ~~accrued~~our ~~interest,~~Class ifA ~~any,~~common ifstock ~~the~~and/or ~~debt is payable on demand;~~warrants.

~~● our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;~~18

●Similarly, ~~our~~if ~~inability~~we issue debt securities or otherwise incur significant debt to ~~pay~~bank ~~dividends~~or onother ~~our~~lenders ~~Class~~or Athe ~~common~~owners ~~stock;~~of a target, it could result in:

● ~~using~~default ~~a substantial portion of our cash flow to pay principal~~ and ~~interest~~foreclosure on our ~~debt,~~assets ~~which~~if ~~will reduce the funds available for dividends on~~ our ~~Class~~operating Arevenues ~~common~~after ~~stock~~an ifinitial ~~declared,~~business ~~expenses,~~combination ~~capital~~are ~~expenditures,~~insufficient ~~acquisitions~~to ~~and~~repay ~~other~~our ~~general~~debt ~~corporate purposes~~obligations;

● ~~limitations~~acceleration onof our ~~flexibility~~obligations into ~~planning~~repay ~~for~~the ~~and~~indebtedness ~~reacting~~even toif ~~changes~~we inmake ~~our~~all ~~business~~principal and ininterest ~~the~~payments ~~industry~~when indue ~~which~~if we ~~operate~~breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

● ~~increased~~our ~~vulnerability~~immediate topayment ~~adverse~~of ~~changes~~all inprincipal ~~general~~and ~~economic~~accrued interest, ~~industry~~if ~~and~~any, ~~competitive~~if ~~conditions~~the ~~and~~debt ~~adverse~~is ~~changes~~payable inon ~~government regulation~~demand; ~~and~~

● ~~limitations on~~ our ~~ability~~inability to ~~borrow~~obtain necessary additional ~~amounts~~financing ~~for~~if ~~expenses,~~the ~~capital expenditures, acquisitions,~~ debt ~~service~~contains ~~requirements,~~covenants ~~execution~~restricting of our ~~strategy~~ability ~~and other purposes and other disadvantages compared~~ to ~~our~~obtain ~~competitors~~such ~~who~~financing ~~have~~while ~~less~~the debt. is outstanding;

19● our inability to pay dividends on our Class A common stock;

We● ~~expect~~using toa ~~continue~~substantial toportion ~~incur~~of ~~significant~~our ~~costs in~~cash ~~the~~flow ~~pursuit~~to ofpay principal and interest on our ~~initial~~debt, ~~Business~~which ~~Combination~~will ~~plans.~~reduce Wethe ~~cannot~~funds ~~assure~~available ~~you~~for ~~that~~dividends on our ~~plans~~Class toA ~~raise~~common ~~capital~~stock orif todeclared, ~~complete~~expenses, ~~our~~capital ~~initial Business~~expenditures, ~~Combination~~acquisitions ~~will~~and beother ~~successful.~~general corporate purposes;

~~Results~~● oflimitations ~~Operations~~on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

We● ~~have~~increased ~~neither~~vulnerability ~~engaged in any operations nor generated any revenues~~ to ~~date.~~adverse ~~Our~~changes ~~only~~in ~~activities~~general ~~from October 14~~economic, ~~2020~~industry ~~(inception) through June 30, 2022 were organizational activities~~ and ~~those~~competitive ~~necessary~~conditions ~~to prepare for the Initial Public Offering,~~ and, ~~after~~adverse ~~our~~changes Initial Public Offering, identifying a target company for an initial Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We generate non-operating income in ~~the~~government ~~form~~regulation; ~~of interest income on marketable securities held in the Trust Account. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting~~ and ~~auditing compliance), as well as for due diligence expenses.~~

~~For~~● ~~the~~limitations ~~three~~on ~~months~~our ~~ended~~ability ~~June~~to ~~30,~~borrow ~~2022,~~additional weamounts ~~had net~~for ~~income~~expenses, ofcapital $2expenditures,~~345~~ acquisitions,~~823,~~ ~~which~~debt ~~included~~service arequirements, ~~gain~~execution ~~from the change in fair value~~ of ~~warrant~~our ~~liabilities~~strategy ~~of $2,345,534~~ and ~~interest~~other ~~income of~~purposes ~~$310,511,~~and ~~offset~~other bydisadvantages acompared ~~loss~~to ~~from~~our ~~operations~~competitors ofwho ~~$300,885~~have ~~and~~less ~~provision for income taxes of $9,337~~debt.

~~For~~Recent the six months ended June 30, 2022, we had a net income of $8,087,692, which included a gain from the change in fair value of warrant liabilities of $8,507,000 and interest income of $333,575, offset by a loss from operations of $743,546 and provision for income taxes of $9,337.Developments

~~For~~Special ~~the~~Stockholder six months ended June 30, 2021, we had a net loss of approximately $994,355, which included a loss from operations of $462,411, offering cost expense allocated to warrants of $556,614, and offset by a gain from the change in fair value of warrant liabilities of $14,370 and interest income of $10,300.Meeting

~~For~~In ~~the~~October ~~three~~2022, ~~months~~our ~~ended~~board ~~June~~of 30directors approved, among ~~2021~~other things, wean ~~had a~~amendment ~~net~~to ~~loss~~our amended and restated certificate of ~~approximately~~incorporation $4(the “Charter Amendment”) and trust agreement,~~633~~ dated February 2,~~551~~ 2021, ~~which~~with ~~included~~Continental aStock ~~loss~~Transfer ~~from~~& ~~operations~~Trust Company, as trustee (the “Trust Amendment”). Adoption of ~~$323,852,~~each aof ~~loss~~the ~~from~~Charter Amendment and Trust Amendment will require the ~~change~~affirmative invote ~~fair~~of ~~value~~at least 65% of ~~warrant liabilities~~our outstanding shares of ~~$4,318,920~~common ~~and~~stock ~~offset~~as byof ~~interest~~the ~~income~~close of $8business on October 31,~~221~~ 2022 (the “record date”).

~~Liquidity~~We filed a definitive proxy statement with the SEC on November 3, 2022 to solicit the approval of our stockholders of the following items at a special meeting of stockholders in lieu of the Company’s 2022 annual general meeting of stockholders (the “Special Meeting”), which is to be held on November 30, 2022: (i) the Charter Amendment, to change the date by which the we must consummate our initial Business Combination from February 5, 2023 (the “Original Termination Date”), to the time and ~~Capital~~date ~~Resources~~immediately following the filing of such amendment with the Secretary of State of the State of Delaware (the “Accelerated Termination Date”); (ii) the Trust Amendment, to change the date on which the trustee must commence liquidation of the trust account established in connection with our Initial Public Offering to the time and date immediately following the Accelerated Termination Date; (iii) a proposal to ratify the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (the “Auditor Ratification Proposal”); and (iv) a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Charter Amendment or Trust Amendment (the “Adjournment Proposal”).

OnWe ~~February~~expect 5,our ~~2021,~~Sponsor weand ~~consummated~~our ~~the~~directors ~~Initial~~and officers ~~Public~~to ~~Offering~~vote ofany ~~23,000,000~~common ~~Units,~~stock ~~which~~owned ~~includes the full exercise~~ by ~~the~~them ~~underwriters~~in favor of the ~~over-allotment~~Charter ~~option~~Amendment toand ~~purchase~~Trust ~~an additional~~Amendment. ~~3,000,000~~If ~~Units,~~the atCharter ~~$10.00~~Amendment ~~per~~and ~~Unit,~~Trust ~~generating~~Amendment are ~~gross~~not ~~proceeds~~approved ofor ~~$230.0~~implemented ~~million.~~and ~~Simultaneously~~we ~~with~~are ~~the~~unable ~~closing~~to ofcomplete ~~the~~a ~~Initial Public~~Business ~~Offering,~~Combination weon ~~consummated~~or before the ~~sale~~Original ofTermination 6Date,~~600,000~~ ~~Private~~we ~~Placement~~expect to ~~Warrants,~~liquidate atand ~~$1.00~~dissolve ~~per~~in ~~Private~~accordance ~~Placement~~with ~~Warrant, to~~ our ~~Sponsor, generating~~certificate ~~gross proceeds~~ of $6incorporation.~~6 million.~~

~~Transaction~~Notice ~~costs amounted to $13,101,431, consisting~~ of ~~$4,600,000~~Delisting of ~~underwriting~~Company’s ~~discount, $8,050,000 of deferred underwriting discount, and $451,431 of other offering costs.~~Warrants

~~Following~~On ~~the closing of our Initial Public Offering~~October ~~on February 5~~24, ~~2021~~2022, ~~$230,000,000~~the ~~($10.00~~New ~~per~~York ~~Unit)~~Stock ~~from~~Exchange (the ~~proceeds~~“NYSE”) ofnotified ~~the~~us, ~~sale~~and ofpublicly ~~the~~announced, ~~Units~~that in the ~~Initial~~NYSE ~~Public~~determined ~~Offering,~~to ~~including~~commence ~~the~~proceedings ~~proceeds~~to ~~from~~delist the ~~sale~~Company’s ~~of the Private Placement Warrants~~warrants, ~~was~~each ~~deposited~~whole inwarrant ~~the~~exercisable ~~Trust~~to ~~Account.~~purchase ~~The~~one ~~proceeds~~share ~~held~~of in the ~~Trust~~Company’s ~~Account~~Class ~~will~~A ~~only~~common bestock, ~~invested~~par invalue ~~United~~$0.0001 ~~States~~per ~~“government~~share, ~~securities”~~at ~~within the meaning of Section 2(~~a~~)(16)~~ ofprice ~~the Investment Company Act having a maturity~~ of ~~185~~$11.50 ~~days~~per orshare, ~~less~~and orlisted into ~~money~~trade ~~market~~on ~~funds~~NYSE ~~meeting certain conditions of Rule 2a-7 promulgated~~ under the ~~Investment~~symbol “TMAC ~~Company~~WS” ~~Act~~(the ~~which~~“Public ~~invests only in direct U.S. government treasury obligations~~Warrants”), ~~until~~from the ~~earliest~~NYSE ofand ~~(a)~~that ~~the~~trading ~~completion~~in of the ~~initial~~Public Warrants ~~business~~would ~~combination,~~be ~~(b)~~suspended ~~the~~immediately, ~~redemption~~due ofto ~~the~~“abnormally ~~our~~low” ~~public~~trading ~~shares~~price iflevels wepursuant ~~are~~to ~~unable~~Section to802.01D ~~complete~~of the ~~initial~~NYSE ~~business combination within~~Listed 24Company ~~months~~Manual. ~~from~~We ~~the~~filed ~~closing~~an of8-K ~~the~~on ~~Initial~~October ~~Public Offering~~28, ~~subject~~2022 toannouncing ~~applicable law, and (c)~~ the ~~redemption~~NYSE’s ofdetermination ~~our~~and ~~public~~that ~~shares~~we ~~properly submitted~~do innot ~~connection~~intend ~~with a stockholder vote~~ to ~~amend~~appeal ~~our amended and restated certificate of incorporation~~such determination.

~~As of June 30, 2022, we had $32,899 in cash and working capital deficit of $227,851 and $253,575 of interest income available in the trust account to pay for its tax obligations, if any.~~19

AsResults of June 30, 2022, our liquidity needs have been satisfied through a payment of $25,000 from our sponsor to cover certain expenses on our behalf in exchange for the issuance of the Founder Shares to our sponsor, working capital loans of approximately $380,000 pursuant to the Notes described above and the net proceeds from the consummation of the Private Placement not held in the Trust Account.Operations

IfWe wehave doneither ~~not~~engaged ~~consummate~~in anany ~~initial~~operations ~~business combination~~nor bygenerated ~~February~~any 5,revenues ~~2023~~to date. Our only activities from October 14, ~~there~~2020 ~~will~~(inception) bethrough aSeptember ~~mandatory~~30, ~~liquidation~~2022 ~~and~~were ~~subsequent~~organizational ~~dissolution.~~activities and ~~Management~~those ~~has~~necessary ~~determined~~to ~~that~~prepare for the ~~liquidity~~Initial ~~condition~~ Public Offering, and, ~~mandatory~~after ~~liquidation~~our Initial Public Offering, ~~should~~identifying a target company for an initial ~~business~~Business ~~combination~~Combination. We do not ~~occur,~~expect ~~and~~to ~~potential~~generate ~~subsequent~~any ~~dissolution~~operating ~~raises~~revenues ~~substantial~~until ~~doubt about~~after ~~our~~the ~~ability~~completion toof ~~continue~~our asinitial aBusiness Combination, ~~going~~at ~~concern~~the earliest. NoWe ~~adjustments~~generate ~~have~~non-operating ~~been~~income ~~made~~in tothe form of interest income on investments held in the ~~carrying~~Trust ~~amounts~~Account. We are incurring expenses as a result of ~~assets~~being ora ~~liabilities~~public ~~should we~~company be(for ~~required~~legal, tofinancial ~~liquidate~~reporting, ~~after~~accounting ~~February~~and 5auditing compliance), as ~~2023~~well as for due diligence expenses.

20For the three months ended September 30, 2022, we had net income of $1,438,018, which included a gain from the change in fair value of warrant liabilities of $905,000 and interest income of $1,037,125, offset by a loss from operations of $299,402 and provision for income taxes of $204,705.

~~Contractual~~For ~~Obligations~~the nine months ended September 30, 2022, we had a net income of $9,525,710, which included a gain from the change in fair value of warrant liabilities of $9,412,000 and interest income of $1,370,700, offset by a loss from operations of $1,042,948 and provision for income taxes of $214,042.

WeFor dothe ~~not~~three ~~have~~months ~~any~~ended ~~long-term~~September ~~debt~~30, ~~capital lease obligations~~2021, we ~~operating~~had ~~lease~~a ~~obligations~~net orincome ~~long-term liabilities, other than an agreement to reimburse an affiliate~~ of ~~our Sponsor for office space~~$1,537,073, ~~secretarial~~which ~~and~~included ~~administrative~~a ~~services~~gain ~~provided~~from tothe ~~members~~change ~~of our management team~~ in anfair ~~amount~~value ~~not~~of towarrant ~~exceed~~liabilities of $151,810,000 ~~per~~and interest ~~month.~~income Weof ~~began incurring these fees on February~~ $2,960, ~~2021~~offset ~~and~~by ~~will~~a ~~continue~~loss tofrom ~~incur~~operations ~~these fees monthly until the earlier~~ of ~~the completion of our initial Business Combination or our liquidation~~$275,887.

~~Critical~~For ~~Accounting~~the ~~Estimates~~nine months ended September 30, 2021, we had a net income of 542,718, which included a gain from the change in fair value of warrant liabilities of $1,824,370 and interest income of $13,260, offset by a loss from operations of $738,298, and offering cost expense allocated to warrants of $556,614.

~~The~~Liquidity ~~preparation of financial statements~~ and ~~related disclosures~~Capital in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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, actual results could materially differ from those estimates.Resources

WeOn ~~have~~February ~~identified~~5, 2021, we consummated the ~~following~~Initial Public ~~critical~~Offering ~~accounting~~of 23,000,000 Units, which includes the full exercise by the underwriters of the over-allotment option to purchase an ~~policies~~additional ~~and~~3,000,000 ~~estimates:~~Units, at $10.00 per Unit, generating gross proceeds of $230.0 million. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 6,600,000 Private Placement Warrants, at $1.00 per Private Placement Warrant, to our Sponsor, generating gross proceeds of $6.6 million.

~~Warrant~~Transaction ~~Liabilities~~costs amounted to $13,101,431, consisting of $4,600,000 of underwriting discount, $8,050,000 of deferred underwriting discount, and $451,431 of other offering costs.

WeFollowing dothe ~~not~~closing ~~use~~of ~~derivative~~our ~~instruments~~Initial toPublic ~~hedge~~Offering ~~exposures~~on toFebruary ~~cash~~5, ~~flow~~2021, ~~market~~$230,000,000 or($10.00 ~~foreign~~per ~~currency~~Unit) ~~risks~~from the proceeds of the sale of the Units in the Initial Public Offering, including the proceeds from the sale of the Private Placement Warrants, was deposited in the Trust Account. The proceeds held in the Trust Account will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act ~~evaluates~~having ~~all~~a maturity of ~~its~~185 ~~financial~~days ~~instruments~~or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which invests only in direct U.S. government treasury obligations, ~~including~~until ~~issued~~the ~~stock~~earliest of (a) the completion of the initial ~~purchase~~business ~~warrants~~combination, to(b) ~~determine~~the ifredemption ~~such~~of ~~instruments~~the our public shares if we are ~~derivatives~~unable orto ~~contain~~complete ~~features~~the ~~that~~initial ~~qualify~~business ascombination ~~embedded~~within 24 ~~derivatives~~months from the closing of the Initial Public Offering, ~~pursuance~~subject to applicable law, and (c) the redemption of our public shares properly submitted in connection with a stockholder vote to ~~ASC~~amend ~~480~~our amended and ~~ASC~~restated ~~815~~certificate of incorporation.

~~The~~As ~~Public~~of ~~Warrants~~September ~~and~~30, ~~Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly~~2022, we ~~recognize~~had ~~the~~$116,606 ~~warrant~~in ~~instruments as liabilities~~cash ~~at fair value~~ and ~~adjusts~~working ~~the~~capital ~~carrying~~deficit ~~value~~ of ~~the~~$509,887 ~~instruments~~and to$1,068,629 ~~fair value at each reporting period until they are exercised. The initial fair value~~ of ~~the~~interest ~~Public~~income ~~Warrants~~available ~~issued~~ in ~~connection with~~ the ~~IPO~~trust ~~and~~account ~~the~~to ~~fair~~pay value of the Private Placement Warrants were estimated using the Monte Carlo simulation model and Black Scholes model, respectively. The fair value of the Public Warrants as of June 30, 2022 is based on observable listed prices for ~~such~~its ~~warrants.~~tax ~~The fair value of the Private Placement Warrants as of June 30~~obligations, ~~2022 was estimated~~ ~~using~~if ~~the Monte Carlo simulation model~~any. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

~~Class~~As Aof ~~Common~~September ~~Stock~~30, ~~Subject~~2022, our liquidity needs have been satisfied through a payment of $25,000 from our sponsor to ~~Possible~~cover certain expenses on our behalf in exchange for the issuance ~~Redemption~~of the Founder Shares to our sponsor, working capital loans of approximately $380,000 pursuant to the Notes described above and the net proceeds from the consummation of the Private Placement not held in the Trust Account.

~~All~~The ofCompany ~~the shares~~has ~~of Class A common stock~~determined ~~sold~~that ~~as part of the Units in the Initial Public Offering contain~~ a ~~redemption~~Business ~~feature~~Combination ~~which~~will ~~allows~~not ~~for~~take ~~the~~place ~~redemption~~within ~~of such public shares in connection with~~ the ~~Company’s~~Combination ~~liquidation~~Period, ifso there iswill be a ~~stockholder~~mandatory ~~vote~~liquidation orand ~~tender offer in connection with the initial Business~~subsequent ~~Combination~~dissolution ~~and~~of ~~in connection with certain amendments to~~ the Company’s. ~~second~~Management ~~amended~~has ~~and~~determined ~~restated~~that ~~certificate~~the ofliquidity ~~incorporation. In~~condition ~~accordance with SEC~~ and ~~its~~mandatory ~~staff’s guidance on redeemable equity instruments~~liquidation, ~~which~~should ~~has~~an ~~been~~initial ~~codified in ASC 480-10-S99, redemption~~business ~~provisions~~combination not ~~solely~~occur, ~~within~~and ~~the~~potential ~~control~~subsequent ofdissolution ~~the~~raises ~~Company~~substantial ~~require~~doubt ~~common~~about ~~stock~~our ~~subject~~ability to ~~redemption~~continue toas bea ~~classified~~going ~~outside of permanent equity~~concern. No ~~Ordinary~~adjustments ~~liquidation~~have ~~events,~~been ~~which~~made ~~involve~~to the ~~redemption~~carrying ~~and~~amounts ~~liquidation~~ of ~~all~~assets ofor ~~the~~liabilities ~~entity’s~~should ~~equity~~we ~~instruments,~~be ~~are excluded~~required ~~from~~to ~~the~~liquidate ~~provisions~~after ofFebruary ~~ASC~~5, ~~480~~2023. The ~~Accordingly,~~Company atexpects ~~June~~to ~~30,~~complete ~~2022~~the ~~and~~Mandatory ~~December~~Redemption ~~31,~~on ~~2021,~~or ~~all~~around ~~shares~~December of2, ~~Class A common stock subject to possible redemption is presented as temporary equity~~2022, ~~outside~~if ~~of the~~ stockholders’ ~~deficit~~approve ~~section of~~ the ~~Company’s condensed balance sheets~~Proposals.

We recognize changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.20

21Contractual Obligations

~~Net~~We ~~Income~~do ~~(Loss)~~not ~~Per~~have ~~Common~~any ~~Share~~long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to reimburse an affiliate of our Sponsor for office space, secretarial and administrative services provided to members of our management team in an amount not to exceed $15,000 per month. We began incurring these fees on February 2, 2021 and will continue to incur these fees monthly until the earlier of the completion of our initial Business Combination or our liquidation.

WeCritical ~~comply~~Accounting with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income per share is computed by dividing net income (loss) by the weighted average number of shares outstanding during the period, excluding shares subject to forfeiture. The calculation of diluted income per common share does not consider the effect of the warrants issued since the exercise of the warrants are contingent upon the occurrence of future events. However, the diluted earnings per share calculation includes the shares subject to forfeiture from the first day of the interim period in which the contingency on such shares was resolved. (at least for this one because it resolved this year).Estimates

~~Basic~~The preparation of financial statements and ~~diluted~~related disclosures ~~net~~in ~~income~~conformity ~~per~~with ~~share~~accounting ~~for~~principles ~~Class A~~generally ~~common~~accepted ~~stock~~in ~~and~~the ~~Class~~United BStates ~~common~~of ~~stock~~America is(“GAAP”) ~~calculated~~requires management byto ~~dividing~~make ~~net~~estimates ~~income~~and byassumptions that affect the ~~weighted~~reported ~~average~~amounts ~~number~~of assets and liabilities and disclosure of ~~shares~~contingent assets and liabilities at the date of ~~Class~~the Afinancial ~~common stock~~statements and the ~~shares~~reported amounts of ~~Class~~expenses Bduring ~~common~~the ~~stock~~reporting ~~outstanding,~~period. ~~allocated~~Making estimates ~~proportionally~~requires management to ~~each~~exercise ~~class~~significant ofjudgment. ~~common~~It ~~stock.~~is ~~Accretion~~at ~~associated~~least ~~with~~ reasonably possible that the ~~redeemable~~estimate ~~shares~~of the effect of a ~~Class~~condition, Asituation ~~common~~or ~~stock~~set isof ~~excluded~~circumstances ~~from~~that ~~earnings~~existed ~~per~~at ~~share~~the asdate of the ~~redemption~~financial ~~value~~statements, ~~approximates~~which ~~fair~~management ~~value~~considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could materially differ from those estimates.

~~Income~~We ~~Taxes~~have identified the following critical accounting policies and estimates:

WeWarrant account for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, our deferred tax asset had a full valuation allowance recorded against it.Liabilities

~~ASC~~We ~~740-270-25-2~~do ~~requires~~not ~~that~~use anderivative ~~annual~~instruments ~~effective tax rate be determined and such annual effective rate applied~~ to ~~year~~hedge exposures to ~~date~~cash ~~income~~flow, inmarket, ~~interim~~or ~~periods~~foreign ~~under~~currency ~~ASC 740-270-30-5~~risks. ~~Our~~The ~~effective tax~~Company ~~rate~~evaluates ~~was~~all ~~0.00%~~of ~~for~~its ~~the~~financial ~~three~~instruments, ~~and~~including ~~six~~issued ~~months~~stock purchase ~~ended June 30~~warrants, ~~2022~~to ~~and~~determine ~~2021.~~if ~~The~~such ~~effective~~instruments ~~tax~~are ~~rate~~derivatives ~~differs~~or ~~from~~contain ~~the~~features ~~statutory~~that ~~tax~~qualify ~~rate of~~as ~~21%~~embedded ~~for the three and six months ended June 30~~derivatives, ~~2022 and 2021, due~~ pursuance to ~~changes~~ASC in480 ~~fair value in warrant liability,~~ and ~~the~~ASC ~~valuation allowance on the deferred tax assets~~815.

The Public Warrants and Private Placement Warrants are recognized as derivative liabilities in accordance with ASC ~~740~~815. ~~also~~Accordingly, ~~clarifies~~we recognize the ~~accounting~~warrant ~~for~~instruments ~~uncertainty~~as liabilities inat ~~income~~fair ~~taxes~~value ~~recognized~~and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in anconnection ~~enterprise’s~~with ~~financial~~the ~~statements~~IPO and ~~prescribes~~the afair ~~recognition~~value ~~threshold~~of ~~and~~the ~~measurement~~Private ~~process~~Placement Warrants were estimated ~~for~~using ~~financial~~the ~~statement~~Monte ~~recognition~~Carlo simulation model and ~~measurement~~Black Scholes model, respectively. The fair value of athe ~~tax~~Public ~~position~~Warrants ~~taken~~as orof ~~expected~~September to30, 2022 beis ~~taken~~based inon aobservable ~~tax~~listed ~~return~~prices for such warrants. ~~For~~The ~~those~~fair ~~benefits to~~value beof ~~recognized,~~the aPrivate ~~tax~~Placement ~~position~~Warrants ~~must~~as beof ~~more-likely-than-not~~September to30, be2022 was ~~sustained~~estimated ~~upon~~using ~~examination~~the byMonte ~~taxing~~Carlo ~~authorities~~simulation model. ~~ASC~~Derivative ~~740~~warrant ~~also~~liabilities ~~provides~~are classified as non-current liabilities as their ~~guidance~~liquidation onis ~~derecognition,~~not ~~classification,~~reasonably ~~interest~~expected ~~and~~to ~~penalties,~~require ~~accounting~~the inuse ~~interim~~of ~~period,~~current ~~disclosure~~assets ~~and~~or ~~transition~~require the creation of current liabilities.

WeClass ~~recognize~~A ~~accrued~~Common ~~interest~~Stock ~~and~~Subject ~~penalties related~~ to ~~unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties~~Possible ~~as of June 30, 2022 and December 31, 2021. We are currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.~~Redemption

WeAll ~~have~~of ~~identified~~ the shares ~~United~~of ~~States~~Class A common stock sold as ~~its~~part ~~only~~of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares ~~“major”~~in ~~tax~~connection ~~jurisdiction.~~with Wethe ~~are~~Company’s ~~subject~~liquidation, toif ~~income~~there ~~taxation~~is bya ~~major~~stockholder ~~taxing~~vote ~~authorities~~or ~~since~~tender ~~inception.~~offer ~~These~~in ~~examinations~~connection with the initial Business ~~may~~Combination ~~include~~and ~~questioning~~in connection with certain amendments to the ~~timing~~Company’s second amended and ~~amount~~restated certificate of ~~deductions~~incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the ~~nexus~~control of ~~income~~the ~~among~~Company ~~various~~require ~~tax~~common ~~jurisdictions~~stock ~~and~~subject ~~compliance~~to ~~with~~possible ~~federal~~redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and ~~state~~liquidation ~~tax~~of ~~laws.~~all ~~Our~~of ~~management~~the ~~does~~entity’s ~~not~~equity ~~expect~~instruments, are ~~that~~excluded from the ~~total~~provisions ~~amount~~of ASC 480. Accordingly, at September 30, 2022 and December 31, 2021, all shares of ~~unrecognized~~Class A ~~tax~~common stock ~~benefits~~subject ~~will~~to ~~materially~~possible ~~change~~redemption ~~over~~is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s ~~next~~condensed ~~twelve~~balance ~~months~~sheets.

~~Recent~~We ~~Accounting~~recognize ~~Pronouncements~~changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

~~Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our financial statements.~~21

~~Emerging~~Net ~~Growth~~Income ~~Company~~Per ~~Status~~Common Share

We ~~are~~comply anwith ~~“emerging~~accounting ~~growth~~and ~~company,”~~disclosure requirements asof ~~defined~~FASB inASC ~~Section 2(a)~~Topic of260, ~~the~~Earnings ~~Securities~~Per ~~Act,~~Share. asNet ~~modified~~income byper ~~the~~share ~~Jumpstart~~is ~~our~~computed ~~Business~~by ~~Startups~~dividing ~~Act~~net ofincome ~~2012,~~ (~~the “JOBS Act”~~loss), ~~and~~by wethe ~~may~~weighted ~~take~~average ~~advantage~~ number of ~~certain~~shares ~~exemptions~~outstanding ~~from~~during ~~various~~the ~~reporting~~period, ~~requirements~~excluding ~~that~~shares ~~are~~subject ~~applicable~~ to ~~other~~forfeiture. ~~public~~The ~~companies that~~calculation ~~are~~of ~~not~~diluted ~~emerging~~income ~~growth~~per ~~companies~~common ~~including,~~share ~~but~~ does not ~~limited~~consider ~~to,~~the ~~not~~effect ~~being~~of ~~required~~the towarrants ~~comply~~issued ~~with~~since the ~~auditor~~exercise ~~attestation requirements~~ of ~~Section 404~~the ofwarrants are contingent upon the ~~Sarbanes-Oxley~~occurrence ~~Act,~~of ~~reduced~~future ~~disclosure~~events. However, ~~obligations~~the ~~regarding~~diluted ~~executive~~earnings ~~compensation~~per inshare ~~our~~calculation ~~periodic~~includes ~~reports and~~the ~~proxy~~shares ~~statements,~~subject ~~and~~to ~~exemptions~~forfeiture from the ~~requirements~~first day of ~~holding~~the ainterim ~~nonbinding~~period in ~~advisory~~which ~~vote~~the contingency on ~~executive~~such ~~compensation~~shares ~~and~~was ~~stockholder approval~~resolved. of(at ~~any~~least ~~golden~~for ~~parachute~~this ~~payments~~one ~~not~~because ~~previously~~it ~~approved~~resolved this year).

22Basic and diluted net income per share for Class A common stock and Class B common stock is calculated by dividing net income by the weighted average number of shares of Class A common stock and shares of Class B common stock outstanding, allocated proportionally to each class of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

~~Further,~~Income Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Taxes

We account for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, our deferred tax asset had a full valuation allowance recorded against it.

ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company’s effective tax rate was 12.46% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, while the Company’s effective tax rate was and 2.20% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and 2021, due to changes in fair value in warrant liability, and the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

We recognize 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, 2022 and December 31, 2021. We are currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

We have identified the United States as its only “major” tax jurisdiction. We are subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. Our management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Recent Accounting Pronouncements

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

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and we 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our 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.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The net proceeds of the Initial Public Offering, including amounts in the Trust Account, will be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Item 4. 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 executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the fiscal quarter ended ~~June~~September 30, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of ~~June~~September 30, 2022.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended ~~June~~September 30, 2022, covered by this Quarterly Report on Form 10-Q that ~~has~~ has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Remediation of a Material Weakness in Internal Control over Financial Reporting

We recognize the importance of the control environment as it sets the overall tone for the Company and is the foundation for all other components of internal control. Consequently, we designed and implemented remediation measures to address the material weakness previously identified in the 4th quarter of 2021 and enhance our internal control over financial reporting, and the material weakness was fully remediated during the quarter ended June 30, 2022. 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.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

Item 1A. Risk Factors

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes with respect to those risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 24, 2022, and our Quarterly Report on Form 10-Q for the quarterly ~~period~~ period ended March 31, 2022 filed with the SEC on May 16, 2022.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibit Number		Description
31.1*		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1**		Certification of Principal 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 Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

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 on this ~~12th~~10th day of ~~August~~November 2022.

	THE MUSIC ACQUISITION CORPORATION

	By:	/s/ Neil Jacobson
	Name:	Neil Jacobson
	Title:	Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Todd Lowen
	Name:	Todd Lowen
	Title:	Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)

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