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

Commission File Number: 001-39800

Z-Work Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		85-3333982
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
575 Fifth Avenue 15th Floor New York, NY 10017 (Address of principal executive offices)

575 Fifth Avenue
15th Floor
New York, NY 10017

(Address of principal executive offices)

(626) 867-7295

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-third of one Redeemable Warrant	ZWRKU	The Nasdaq Stock Market LLC
Shares of Class A common stock, par value $0.0001 per share, included as part of the Units	ZWRK	The Nasdaq Stock Market LLC
Redeemable Warrants included as part of the Units	ZWRKW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

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, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit). 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 ☐

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date.

As of ~~August~~November 910, 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.

Z-WORK ACQUISITION CORP.
QUARTERLY REPORT ON FORM 10-Q

Table of Contents

		~~PAGE~~	PAGE
PART I. FINANCIAL INFORMATION		1	1
Item 1.	Condensed Financial Statements	1	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 Condensed Financial Statements (Unaudited)	5	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20	22
Item 4.	Controls and Procedures	20	22
PART II. OTHER INFORMATION		21	23
Item 1.	Legal Proceedings	21	23
Item 1A.	Risk Factors	21	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22	25
Item 3.	Defaults Upon Senior Securities	22	25
Item 4.	Mine Safety Disclosures	22	25
Item 5.	Other Information	22	25
Item 6.	Exhibits	23	26

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

Z-WORK ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	June 30,			December 31,
	September 30,			December 31,
	2022			2021
ASSETS	(Unaudited)
Current assets
Cash	$	~~219~~359,~~019~~534		$	997,291
Prepaid expenses		~~281~~159,~~671~~580			463,104
Total Current Assets		~~500~~519,~~690~~114			1,460,395
Investments held in Trust Account		230,~~144~~975,~~780~~701			230,034,876
TOTAL ASSETS	$	~~230~~231,~~645~~494,~~470~~815		$	231,495,271
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	23,~~234~~132,~~645~~850		$	1,251,964
Accrued offering costs		339			339
Total Current Liabilities		2,234,984			1,252,303
Income taxes payable		198,605			—
Total Current Liabilities		3,331,794			1,252,303
Deferred underwriting fee payable		8,050,000			8,050,000
Warrant liabilities		1434,~~488,~~000			8,107,334
Total Liabilities		11,~~772~~815,~~984~~794			17,409,637
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 300,000,000 shares authorized, 23,000,000 shares at a redemption value of $10.00 per share at June 30, 2022 and December 31, 2021		230,000,000			230,000,000
Class A common stock subject to possible redemption, $0.0001 par value; 300,000,000 shares authorized, 23,000,000 shares at a redemption value of $10.03 and $10.00 per share at September 30, 2022 and December 31, 2021, respectively		230,747,096			230,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—			—
Class A common stock, $0.0001 par value; 300,000,000 shares authorized;		—			—
Class A common stock, $0.0001 par value; 300,000,000 shares authorized		—			—
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
Accumulated deficit		(11,~~128~~068,~~089~~650	)		(15,914,941	)
Total Stockholders’ Deficit		(11,~~127~~068,~~514~~075	)		(15,914,366	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	~~230~~231,~~645~~494,~~470~~815		$	231,495,271

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

Z-WORK ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

	For the Three Months Ended June 30,			For the Three Months Ended June 30,			For the Six Months Ended June 30,			For the Six Months Ended June 30,
	For the Three Months Ended September 30,			For the Three Months Ended September 30,			For the Nine Months Ended September 30,			For the Nine Months Ended September 30,
	2022			2021			2022			2021
General and administrative expenses	$	~~577~~1,~~965~~200,581		$	~~681~~1,~~307~~129,093		$	13,~~942~~142,~~386~~967		$	~~987~~2,~~046~~116,139
Loss from operations		(~~577~~1,~~965~~200,581	)		(~~681~~1,~~307~~129,093	)		(13,~~942~~142,~~386~~967	)		(~~987~~2,~~046~~116,139	)
Other income (expenses):
Other income:
Change in fair value of warrant liabilities		1,~~612~~054,000			(23,~~184~~271,~~667~~333	)		67,~~619~~673,334			25,~~622~~893,~~001~~334
Transaction costs incurred in connection with warrant liabilities		—			—			—			(489,399	)
Interest earned on investments held in Trust Account		~~104~~1,~~231~~151,721			194,~~375~~916			~~109~~1,~~904~~261,625			2429,~~243~~159
Total other income (expenses), net		1,716,231			(2,165,292	)		6,729,238			2,156,845
Total other income, net		2,205,721			3,276,249			8,934,959			5,433,094
Net income (loss)	$	1,138,266		$	(2,846,599	)	$	4,786,852		$	1,169,799
Income before provision for income taxes		1,005,140			2,147,156			5,791,992			3,316,955
Basic Weighted average shares outstanding, Class A common stock		23,000,000			23,000,000			23,000,000			18,806,630
Provision for income taxes		(198,605	)		—			(198,605	)		—
Basic and diluted net income (loss) per share, Class A common stock	$	0.04		$	(0.10	)	$	0.17		$	0.05
Net income	$	806,535		$	2,147,156		$	5,593,387		$	3,316,955
Basic Weighted average shares outstanding, Class B common stock		5,750,000			5,750,000			5,750,000			5,609,116
Basic Weighted average shares outstanding, Class A common stock		23,000,000			23,000,000			23,000,000			20,304,029
Basic and diluted net income (loss) per share, Class B common stock	$	0.04		$	(0.10	)	$	0.17		$	0.05
Basic and diluted net income per share, Class A common stock	$	0.03		$	0.07		$	0.19		$	0.13
Basic Weighted average shares outstanding, Class B common stock		5,750,000			5,750,000			5,750,000			5,662,088
Basic and diluted net income per share, Class B common stock	$	0.03		$	0.07		$	0.19		$	0.13

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

Z-WORK ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(UNAUDITED)

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

	Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance — December 31, 2021		5,750,000	$	575	$	—	$	(15,914,941	)	$	(15,914,366	)
Net income		—		—		—		3,648,586			3,648,586
Balance — March 31, 2022		5,750,000	$	575	$	—	$	(12,266,355	)	$	(12,265,780	)
Net income		—		—		—		1,138,266			1,138,266
Balance — June 30, 2022		5,750,000	$	575	$	—	$	(11,128,089	)	$	(11,127,514	)
Accretion for Class A Common Stock Subject to Redemption								(747,096	)		(747,096	)
Net income		—		—		—		806,535			806,535
Balance — September 30, 2022		5,750,000	$	575	$	—	$	(11,068,650	)	$	(11,068,075	)

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

	Class B Common Stock				Additional Paid-in			Accumulated			Total Stockholders’ Equity
	Shares		Amount		Capital			Deficit			(Deficit)
Balance — December 31, 2020		5,750,000	$	575	$	24,425		$	(761	)	$	24,239
Accretion for Class A common stock to redemption amount		—		—		(1,728,425	)		(19,178,828	)		(20,907,253	)
Excess cash received in sale of 4,733,333 Private Placement Warrants		—		—		1,704,000			—			1,704,000
Net income		—		—		—			4,016,398			4,016,398
Balance — March 31, 2021		5,750,000	$	575	$	—		$	(15,163,191	)	$	(15,162,616	)
Net loss		—		—		—			(2,846,599	)		(2,846,599	)
Balance — June 30, 2021		5,750,000	$	575	$	—		$	(18,009,790	)	$	(18,009,215	)
Net income		—		—		—			2,147,156			2,147,156
Balance – September 30, 2021		5,750,000	$	575	$	—		$	(15,862,634	)	$	(15,862,059	)

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

Z-WORK ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)

	For the Six Months Ended June 30,			For the Six Months Ended June 30,
	For the Nine Months Ended September 30,			For the Nine Months Ended September 30,
	2022			2021
Cash Flows from Operating Activities:
Net income	$	45,~~786~~593,~~852~~387		$	13,~~169~~316,~~799~~955
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account		(~~109~~1,~~904~~261,625	)		(2429,~~243~~159	)
Change in fair value of warrant liabilities		(67,~~619~~673,334	)		(25,~~622~~893,~~001~~334	)
Transaction costs related to warrant liabilities		—			489,399
Changes in operating assets and liabilities:
Prepaid expenses		~~181~~303,~~433~~524			(~~717~~586,~~182~~909	)
Accounts payable and accrued expenses		~~982~~1,~~681~~880,886			~~636~~1,~~293~~566,844
Net cash used in operating activities		(778,272	)		(1,067,935	)
Income taxes payable		198,605			—
Net cash used in operating activities		(958,557	)		(1,136,204	)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		—			(230,000,000	)
Net cash used in investing activities		—			(230,000,000	)
Cash withdrawn from Trust Account to pay franchise and income taxes		320,800			—
Net cash provided by (used in) investing activities		320,800			(230,000,000	)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		—			225,400,000
Proceeds from sale of Private Placement Warrants		—			7,100,000
Repayment of promissory note – related party		—			(99,073	)
Payment of offering costs		—			(~~213~~214,~~728~~667	)
Net cash provided by financing activities		—			232,~~187~~186,~~199~~260
Net Change in Cash		(~~778~~637,~~272~~757	)		1,~~119~~050,~~264~~056
Cash – Beginning of period		997,291			25,000
Cash – End of period	$	~~219~~359,~~019~~534		$	1,~~144~~075,~~264~~056
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	—		$	~~1,278~~339
Offering costs paid through promissory note	$	—		$	60,362
Accretion of Class A common stock to redemption value	$	—		$	20,907,253
Deferred underwriting fee payable	$	—		$	8,050,000

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

Z-WORK ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Z-Work Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 30, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~June~~September 30, 2022, ~~the~~ the Company had not commenced any operations. All activity for the period from September 30, 2020 (inception) through ~~June~~September 30, 2022 ~~relates~~ relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, ~~and~~ and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on January 28, 2021. On February 2, 2021, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000 which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,733,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Z-Work Holdings LLC (the “Sponsor”) and Jefferies LLC (“Jefferies”), generating gross proceeds of $7,100,000, which is described in Note 4.

Transaction costs amounted to $13,088,318 consisting of $4,600,000 in cash underwriting fees, net of reimbursement, $8,050,000 of deferred underwriting fees and $438,318 of other offering costs, of which $125,000 was paid through a transfer of membership interests in the Sponsor.

Following the closing of the Initial Public Offering on February 2, 2021, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and were invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations 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 (net of amounts disbursed to management for working capital purposes, if any, and excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the Trust Account). 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by February 2, 2023 and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

The Company ~~will~~has ~~have~~ until ~~February~~ February 2, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business ~~Combination~~ 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 pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding ~~Public~~ 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, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to 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 discussed entering into a transaction 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 public 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 monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Going Concern

As of ~~June~~September 30, 2022, ~~the~~ the Company had $~~219~~359,~~019~~534 in its operating bank accounts, $230,~~144~~975,~~780~~701 in securities held in the Trust Account to be used for a Business ~~Combination~~ Combination or to repurchase or redeem its common stock in connection therewith and a working capital deficit of $12,~~734~~812,~~294~~680.

The Company intends to complete a Business Combination by February 2, 2023. However, in the absence of a completed Business Combination, the Company may require additional capital. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of ~~June~~September 30, 2022 and December 31, 2021, no Working Capital Loans were outstanding.

In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by February 2, 2023, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise 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 2, 2023.

Risks and Uncertainties

Management continues to ~~evaluate~~ evaluate the impact of the COVID-19 pandemic, rising interest rates and increased inflation and their macro-economic impact on the Company’s business objectives and has concluded that while it is reasonably possible that the virus, interest rates and inflation could have a negative ~~effect~~ effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including the ongoing war between Russia and the Ukraine, rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), have contributed and may continue to contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide including increases in inflation and supply chain headwinds. The ongoing global market volatility and inflation and responses by the U.S. Federal Reserve and other central banking systems around the world to increase interest rates could adversely affect the Company's ability to complete a business combination. Additionally, in response to the ~~conflict~~ongoing war between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other ~~restrictive~~ restrictive actions against Russia. Any of the foregoing factors, including sanctions, export controls, tariffs, trade wars and other ~~governmental~~ governmental actions, could materially and adversely affect on the Company's ability to complete a business combination and the value of the Company's securities. The unaudited financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Special Meeting to Allow Early Redemption and Liquidation

On November 10, 2022, the Company filed a definitive proxy statement relating to a special meeting of stockholders to approve (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 January 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (the “Trust Amendment Proposal” and together with the Charter Amendment Proposal, the “Proposals”), which would, if implemented, allow the Company to redeem all of its outstanding Public Shares in advance of the Company’s contractual expiration date of February 2, 2023 by changing the date by which the Company must cease all operations except for the purpose of winding up if it fails to complete a Business Combination from February 2, 2023, to the later of (x) December 8, 2022 or (y) the date of effectiveness of the second amended and restated charter (the “Amended Termination Date”).

If the Proposals are approved, and because the Company will not be able to complete a Business Combination by the Amended Termination Date, the Company will immediately after the special meeting, cease all operations, except for the purpose of winding up and as promptly as reasonably possible, but not more than ten business days thereafter subject to lawfully available funds therefore, redeem all Public Shares (the “Mandatory Redemption”). The Company expects to complete the Mandatory Redemption on or around December 8, 2022, if stockholders approve the Proposals. As promptly as reasonably possible following such Mandatory Redemption, and subject to the approval of the Company’s then remaining stockholders and the Board, in accordance with applicable law, the Company will dissolve and liquidate, subject in each case to the Company’s obligations under the General Corporation Law of the State of Delaware to provide for claims of creditors and the requirements of other applicable law.

The virtual special meeting will be held on December 8, 2022 at 12 p.m. Eastern Time, and the record date for the meeting is the close of business (New York time) on November 3, 2022.

Pursuant to the amended and restated certificate, a Public Stockholder may request that the Company redeem all or a portion of its Public Shares for cash if the Charter Amendment Proposal is approved. Notwithstanding the foregoing, if the Charter Amendment Proposal is approved, and because the Company will not be able to complete a Business Combination by the Amended Termination Date, the Company will be obligated to redeem all Public Shares as promptly as reasonably possible after the Amended Termination Date. Therefore, no action is required by our Public Stockholders to redeem their Public Shares. If the Proposals are approved, the Public Shares will be automatically redeemed as part of the Mandatory Redemption.

Consideration of IR Act Excise Tax

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act, among other things, imposes a new U.S. federal 1% excise tax on the fair market value of stock repurchased by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations on or after January 1, 2023, with certain exceptions, imposed on the repurchasing corporation (the “Excise Tax”). Because the Company is a Delaware corporation and the Company’s securities are traded on the Nasdaq, the Company will likely be considered a “covered corporation” within the meaning of the IR Act. While not free from doubt, absent further guidance from Congress or the U.S. Department of Treasury, there is significant risk that the Excise Tax will apply to any redemption of the Company’s Public Shares after December 31, 2022, including redemptions in connection with a Business Combination and any amendment to the Company’s certificate of incorporation to extend the time to consummate a business combination, unless an exemption is available. In addition, the Excise Tax may make a transaction with the Company less appealing to potential business combination targets, and thus, potentially hinder the Company’s ability to enter into and consummate a business combination. Further, the application of the Excise Tax in the event of a liquidation after December 31, 2022 is uncertain, and could impact the per-share amount that would otherwise be received by the Company’s stockholders in connection with the Company’s liquidation.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 29, 2022. The interim results for the three and ~~six~~nine months ended ~~June~~September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm 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.

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. 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.

Use of Estimates

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

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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.

Offering Costs

Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $12,473,919 were charged to temporary stockholders’ equity upon the completion of the Initial Public Offering, and other offering costs of $489,399 that were charged to the statement of operations, of which $125,000 was paid through a transfer of membership interests in the Sponsor.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at ~~June~~September 30, 2022 and December 31, 2021, Class A common stock subject to possible redemption is is presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. There was no change to redemption value as of ~~June~~September 30, 2022 and December 31, 2021.

At ~~June~~September 30, 2022 and ~~December~~ December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds	$	230,000,000
Less:
Proceeds allocated to Public Warrants		(8,433,334	)
Class A common stock issuance costs		(12,473,919	)
Plus:
Accretion of carrying value to redemption value		20,907,253
Class A common stock subject to possible redemption	$	230,000,000
Class A common stock subject to possible redemption – December 31, 2021		230,000,000
Plus:
Accretion of Class A common stock to redemption value		747,096
Class A common stock subject to possible redemption – September 30, 2022	$	230,747,096

Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of 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 ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheets date until exercised, and any change in fair value is recognized in our statements of operations. See Note 9 for further discussion of the pertinent terms of the Warrants and Note 9 for further discussion of the methodology used to determine the value of the warrant liabilities.

Income Taxes

The Company’s net deferred tax assets are as follows:

	June 30,			December 31,
	September 30,			December 31,
	2022			2021
Deferred tax assets
Net operating loss carryforward	$	~~32,819~~—		$	34,836
Startup/Organization Expenses	$	~~765~~1,~~432~~007,117		$	378,594
Total deferred tax assets		~~798~~1,~~251~~007,117			413,430
Valuation allowance		(~~798~~1,~~251~~007,117	)		(413,430	)
Deferred tax assets, net of allowance	$	—		$	—

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 September ~~June~~ 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 19.76 % and 0% for ~~all~~the ~~periods~~three ~~presented~~months ended September 30, 2022 and 2021, respectively, 3.43% and 0% 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 ~~six~~nine months ended ~~June~~ September 30, 2022 and 2021, due to changes in fair value in warrant liabilities, 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.

9The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 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 has identified the United States as its only “major” tax jurisdiction. The Company is 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable Class A common stock are excluded from earnings per share as the redemption value approximates fair value.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except share amounts):

	For the Three Months Ended June 30, 2022				For the Three Months Ended June 30, 2021						For the Six Months Ended June 30, 2022				For the Six Months Ended June 30, 2021
	For the Three Months Ended September 30, 2022				For the Three Months Ended September 30, 2021						For the Nine Months Ended September 30, 2022				For the Nine Months Ended September 30, 2021
	Class A		Class B		Class A			Class B			Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share
Basic and diluted net income per common share
Numerator:
Allocation of net income (loss), as adjusted	$	910,613	$	227,653	$	(2,277,279	)	$	(569,320	)	$	3,829,482	$	957,370	$	901,057	$	268,742
Allocation of net income, as adjusted	$	645,228	$	161,307	$	1,717,725		$	429,431		$	4,474,710	$	1,118,677	$	2,593,670	$	723,285
Denominator:
Basic and diluted weighted average shares outstanding		23,000,000		5,750,000		23,000,000			5,750,000			23,000,000		5,750,000		1820,~~806~~304,~~630~~029		5,~~609~~662,~~116~~088
Basic and diluted net income (loss) per common share	$	0.04	$	0.04	$	(0.10	)	$	(0.10	)	$	0.17	$	0.17	$	0.05	$	0.05
Basic and diluted net income per common share	$	0.03	$	0.03	$	0.07		$	0.07		$	0.19	$	0.19	$	0.13	$	0.13

Concentration of Credit Risk

Financial 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 Depository Insurance Corporation coverage limit of $250,000. As of ~~June~~September 30, 2022 and December 31, 2021, the ~~Company~~ Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities (excluding the warrant liabilities) which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operation or cash flows.

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

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NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor and Jefferies purchased an aggregate of 4,733,333 Private Placement Warrants (3,966,666 warrants to the Sponsor and 766,667 warrants to Jefferies), at a price of $1.50 per Private Placement Warrant ($7,100,000) from the Company in a private placement. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On December 1, 2020, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, the Founder Shares are no longer subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 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 a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Administrative Services Agreement

Pursuant to an administrative support agreement with our sponsor, dated as of January 28, 2021, as amended, we agreed to pay our sponsor a total of $12,500 per month, for up to 24 months, or $150,000 per year, $100,000 of which will be paid to Mr. Roston as an annual cash salary and $50,000 of which will be paid for additional support services expected to be sourced from Communitas Capital, a venture firm of which our Executive Co-Chairman Doug Atkin is Managing Partner. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company incurred $37,500 and $75112,~~000~~500 in fees for these services, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2021, the Company incurred $37,500 and $6295,~~500~~833 in fees for these services, respectively. As As of ~~June~~September 30, 2022 and December 31, 2021, respectively, $812,~~333~~500 and $0 is included in accounts payable and accrued expenses in the ~~accompanying~~ accompanying condensed balance sheets.

Promissory Note — Related Party

On October 1, 2020, the ~~Sponsor~~ Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing. As of ~~June~~September 30, 2022 and December 31, 2021, there were no borrowings outstanding under the Promissory Note. Borrowings under the Promissory Note are no longer available.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would 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 the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, 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 $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of ~~June~~September 30, 2022 and December 31, 2021, no such Working Capital Loans were outstanding.

Anchor Investor

P. Schoenfeld Asset Management LP, an institutional investor (the “anchor investor” or “PSAM”) purchased 2,000,000 of the units sold in the Initial Public Offering, or 8.7% of the units sold in our Initial Public Offering, at the public offering price of $10.00 per unit.

PSAM has also purchased membership interests in our sponsor representing an indirect beneficial interest in 400,000 founder shares and 666,667 private placement warrants held by our sponsor (which we refer to as the “anchor founder shares” and “anchor private placement warrants”, respectively) for $1,000,000, which represents a price for founder shares and private placement warrants equal to those paid by other outside investors in our sponsor. The terms to which the anchor founder shares and the anchor private placement warrants, respectively, are subject are also substantially identical to the terms to which the remaining founder shares and private placement warrants, respectively, are subject, except that: (i) PSAM will receive no anchor founder shares or anchor private placement warrants if it does not pay the $1,000,000 purchase price; (ii) PSAM will forfeit, for no additional consideration or refund, 75% of the anchor founder shares and 75% of the anchor private placement warrants it has purchased if it does not also purchase 9.9% of the units in our Initial Public Offering, or if it purchases such units but sells units or public shares or redeems public shares prior to or in connection with the completion of our initial business combination such that it no longer holds public shares equal in number to at least 9.9% of the number of units sold in our Initial Public Offering. Following the completion of our initial business combination, the anchor founder shares and the anchor private placement warrants, respectively, will be subject to the same lock-up restrictions as all other founder shares and private placement warrants, respectively. Following the completion of our initial business combination, PSAM’s public shares will be subject to a lock-up restricting their sale or other transfer, such that 50% of such shares will become freely tradable (subject to applicable securities laws) after 30 days and the remaining 50% of such shares will become freely tradable (subject to applicable securities laws) after 90 days. If PSAM does not sell units or public shares or redeem public shares such that it holds a lesser number of public shares than 9.9% of the number of units sold in our Initial Public Offering and complies with the post-business combination lock-ups, then our sponsor will thereafter extend to PSAM a right of first refusal to participate on substantially similar terms in our sponsor’s next special purpose acquisition company (if any) and, if PSAM similarly invests and holds in any such second special purpose acquisition company, then our sponsor will extend to PSAM a right of first refusal to participate on substantially similar terms in our sponsor’s next special purpose acquisition company thereafter (if any). Notwithstanding the foregoing, pursuant to a letter agreement with PSAM dated December 30, 2021, the Company has agreed with PSAM that if the Company completes a business combination identified by Foresight Consulting Group LLC, which has been engaged by the Sponsor to provide certain consulting services for the Sponsor, the anchor investor’s lock-up restrictions with respect to the anchor investor’s shares of the Company shall be waived.

PSAM has not been granted any additional stockholder or other rights, and through its membership interests in our sponsor will have no right to control our sponsor or vote or dispose of any founder shares (which will continue to be held and voted by our sponsor until after our initial business combination). In addition, PSAM is not required to vote any of its public shares in favor of our initial business combination or for or against any other matter presented for a stockholder vote. Nevertheless, purchases by PSAM of units in our Initial Public Offering, or of our securities in the open market after the completion of our Initial Public Offering, or both, could potentially allow PSAM to control a sufficient number of public shares to influence the conduct of our business, including with respect to a business combination. No assurance can be given as to the amount of securities PSAM may retain or purchase in the open market following our Initial Public Offering.

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NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to a registration rights agreement entered into on January 28, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will have registration rights to require the Company to register a sale of any of the securities held by them. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

If the Proposals are approved, and because the Company will not be able to complete an initial Business Combination by the Amended Termination Date, the deferred underwriting commission will be included in the distribution of the proceeds held in the Trust Account made to the Public Stockholders upon liquidation in accordance with the terms of the underwriting agreement entered into in connection with the Initial Public Offering. In connection with the liquidation, the underwriters will forfeit any rights or claims to the deferred underwriting commission.

NOTE 7 — STOCKHOLDERS’ DEFICIT

Preferred Stock— The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At ~~June~~September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock— The Company is authorized to issue 300,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At ~~June~~September 30, 2022 and December 31, 2021, there were 23,000,000 shares of Class A common stock issued and outstanding subject to possible redemption which are presented as temporary equity.

Class B Common Stock— The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At ~~June~~September 30, 2022 and December 31, 2021, there were 5,750,000 shares of Class B common stock issued and outstanding.

Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law.

The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a 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 sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus 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 a Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the a Business Combination and any private placement-equivalent 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 8 — WARRANT LIABILITIES

As of ~~June~~September 30, 2022 ~~and~~ and December 31, 2021, there were 7,666,667 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The 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 covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless 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.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination or within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

● in whole and not in part; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

●

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

●

if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $10.00 —Once the warrants become exercisable, the Company may redeem the outstanding warrants:

● in whole and not in part, and only if the Private Placement Warrants are simultaneously redeemed; ● at a price of $0.01 per warrant; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the shares of Class A common stock; ● if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per public share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

●

at a price of $0.01 per warrant;

●

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the shares of Class A common stock;

●

if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per public share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

As of ~~June~~September 30, 2022 ~~and~~ and December 31, 2021, there were 4,733,333 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the ~~Public~~ Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 9 — FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities 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:

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

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At ~~June~~September 30, 2022 and ~~December~~ December 31, 2021, assets held in the Trust Account was comprised of $230,~~144~~975,~~780~~701 and $230,034,876 in money market funds invested in U.S. ~~Treasury~~ Treasury securities, respectively. During the periods ended ~~June~~September 30, 2022 and December 31, 2021, the Company ~~did~~withdrew ~~not~~$320,800 ~~withdraw~~and $0 ~~any~~ interest income from the Trust Account, respectively.

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

	Level		~~June~~September 30, 2022		~~December 31, 2021~~Level		December 31, 2021
Assets:
Investments held in Trust Account		1	$	230,~~144~~975,~~780~~701	$	~~230,034,876~~1	$	230,034,876
Liabilities:
Warrant Liabilities – Public Warrants		1	$	~~920~~268,~~000~~333	$	~~4,983,334~~1	$	4,983,334
Warrant Liabilities – Private Placement Warrants		32	$	~~568~~165,~~000~~667	$	3~~,124,000~~	$	3,124,000

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying June 30, 2022 and December 31, 2021 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 condensed statements of operations.16

The ~~Private~~Warrants ~~Placement~~were ~~Warrants~~accounted ~~were~~for ~~valued~~as ~~using~~liabilities ain ~~Black~~accordance ~~Scholes~~with ~~Option~~ASC ~~Pricing~~815-40 ~~Model,~~and ~~which~~are ispresented ~~considered~~within towarrant beliabilities aon ~~Level~~our 3accompanying ~~fair~~September ~~value~~30, ~~measurement.~~2022 ~~The Modified Black~~and ~~Scholes~~December ~~model’s~~31, ~~primary~~2021 ~~unobservable~~condensed ~~input~~balance ~~utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock~~sheets. The ~~expected~~warrant ~~volatility~~liabilities asare ofmeasured ~~the~~at ~~Initial~~fair ~~Public~~value ~~Offering~~at ~~date~~inception ~~was~~and ~~derived from observable public warrant pricing~~ on ~~comparable~~a ~~‘blank-check’~~recurring ~~companies without an identified target. The Public Warrants were initially valued using~~basis, awith ~~Monte~~changes ~~Carlo~~in ~~simulation~~fair ~~approach.~~value ~~For~~presented ~~periods~~within ~~subsequent~~change toin ~~the~~fair ~~detachment~~value of ~~the~~warrant ~~warrants~~liabilities ~~from~~in the ~~Units,~~condensed ~~the~~statements ~~closing trading price for the public warrants was used as the fair value~~ of ~~the Public Warrants~~operations.

15The Public Warrants were initially valued using a Monte Carlo simulation approach. For periods subsequent to the detachment of the warrants from the Units, the closing trading price for the public warrants was used as the fair value of the Public Warrants.

~~The~~For ~~key~~periods ~~inputs~~prior ~~into~~to September 30, 2022, the Private Placement Warrants were valued using a Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s ~~for~~primary unobservable input utilized in determining the ~~Private~~fair value of the Private Placement Warrants ~~were~~is the expected volatility of the common stock. The expected volatility as ~~follows:~~of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. For September 30, 2022, the fair value of the Private Placement Warrants is measured based on the listed market price of the public warrants.

Input	June 30, 2022			December 31, 2021
Market price	$	9.84		$	9.74
Risk-free interest rate		3.02	%		1.33	%
Dividend yield		0.00	%		0.00	%
Effective volatility		0.25	%		11.00	%
Exercise price	$	11.50		$	11.50
Time to expiration		5.58			5.67

The key inputs into the valuation models for the Private Placement Warrants were as follows:

Input	December 31, 2021
Market price	$	9.74
Risk-free interest rate		1.33	%
Dividend yield		0.00	%
Effective volatility		11.00	%
Exercise price	$	11.50
Time to expiration		5.67

The following table presents the changes in the fair value of warrant liabilities using Level 3 fair value measurements:

	Private Placement Warrants			Public Warrants		Warrant Liabilities
Fair value as of December 31, 2021	$	3,124,000		$	—	$	3,124,000
Change in fair value		(1,940,667	)		—		(1,940,667	)
Fair value as of March 31, 2022	$	1,183,333		$	—	$	1,183,333
Change in fair value		(615,333	)		—		(615,333	)
Fair value as of June 30, 2022	$	568,000		$	—	$	568,000
Change in fair value		(402,333	)		—		(402,333	)
Transfer to Level 2		(165,667	)		—		(165,667	)
Fair value as of September 30, 2022	$	—		$	—	$	—

	Private Placement Warrants			Public Warrants			Warrant Liabilities
Fair value as of January 1, 2021	$	—		$	—		$	—
Initial measurement on February 2, 2021		5,396,000			8,433,334			13,829,334
Change in valuation inputs or other assumptions		(1,893,334	)		(2,913,334	)		(4,806,668	)
Transfer to Level 1		—			(5,520,000	)		(5,520,000	)
Fair value as of March 31, 2021	$	3,502,666			—			3,502,666
Change in fair value		804,667			—			804,667
Fair value as of June 30, 2021	$	4,307,333			—			4,307,333
Change in fair value		(1,278,000	)		—			(1,278,000	)
Fair value as of September 30, 2021	$	3,029,333		$	—		$	3,029,333

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the public warrants transferring from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was approximately $5.5 million. ~~There~~The ~~were~~Private noWarrants ~~transfers~~transferred from Level 3 to Level 2 measurement during the three and ~~six~~ nine months ended ~~June~~September 30, 2022.

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date 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 unaudited condensed financial statements that have not otherwise been disclosed in the notes to the unaudited condensed financial statements above.

1617

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

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

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements other than statements of historical fact included in this Quarterly Report including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this Quarterly Report, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward looking statements. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. No assurance can be given that results in any forward-looking statement ~~will~~ will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. The cautionary statements made in this Quarterly Report should be read as being applicable to all forward-looking statements whenever they appear in in this Quarterly Report, For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, those detailed in Part I, Item 1A. Risk Factors, of our Annual Report on Form 10-K filed with the SEC as updated by this Quarterly Report and our subsequent filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by applicable law.

Overview

We are a blank check company formed under the laws of the State of Delaware on September 30, 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. We intend to effectuate our business combination using cash from the proceeds of the offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.

~~Results of Operations~~Recent Developments

~~We have neither engaged~~Special inMeeting ~~any operations nor generated any operating revenues~~ to ~~date.~~Allow ~~Our~~Early ~~only~~Redemption ~~activities for the period ended June 30, 2022, were organizational activities~~ and those necessary to prepare for the offering, described below, and identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income on marketable securities held after the offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a business combination. Additionally, we recognize non-cash gains and losses with other income (expense) related to changes in recurring fair value measurement of our warrant liabilities at each reporting period.Liquidation

~~For~~On November 10, 2022, the ~~three~~Company filed ~~months~~a ~~ended~~definitive proxy statement relating to a special meeting of stockholders to approve (i) an amendment to the Company’s amended ~~June~~and 30restated certificate of incorporation (the “Charter Amendment Proposal”) and (ii), ~~2022~~an amendment to the Investment Management Trust Agreement, wedated ~~had~~January ~~net~~28, ~~income~~2021, ofby $1and between the Company and Continental Stock Transfer & Trust Company,~~138~~ as trustee (the “Trust Amendment Proposal” and together with the Charter Amendment Proposal,~~266~~ the “Proposals”), which ~~consisted~~would, if implemented, allow the Company to redeem all of ~~change~~its inoutstanding ~~fair~~Public ~~value~~Shares in advance of ~~warrant~~the ~~liabilities~~Company’s contractual expiration date of $1February 2,~~612,000~~ ~~and~~2023 ~~interest earned~~by onchanging ~~investments~~the ~~held~~date inby ~~Trust~~which ~~Account~~the Company must cease all operations except for the purpose of ~~$104~~winding up if it fails to complete a business combination from February 2,~~231~~ 2023, ~~offset~~to bythe ~~operating~~later ~~costs~~ of ~~$577~~(x) December 8,~~965~~ 2022 or (y) the date of effectiveness of the second amended and restated charter (the “Amended Termination Date”).

For the six months ended June 30, 2022, we had net income of $4,786,852, which consisted of change in fair value of warrant liabilities of $6,619,334 and interest earned on investments held in Trust Account of $109,904, offset by operating costs of $1,942,386.18

~~For~~If the ~~three~~Proposals ~~months~~are ~~ended~~approved, ~~June~~and ~~30,~~because ~~2021,~~the weCompany ~~had~~will not be able to complete a ~~net~~Business ~~loss~~Combination ofby $2the Amended Termination Date,~~846~~ the Company will immediately after the special meeting,~~599~~ cease all operations, ~~which~~except ~~consisted~~for the purpose of winding up and as promptly as reasonably possible, but not more than ten business days thereafter subject to lawfully available funds therefore, redeem all Public Shares (the ~~change~~“Mandatory inRedemption”). The ~~fair~~Company ~~value~~expects ofto ~~warrant~~complete ~~liabilities~~the ofMandatory $2Redemption on or around December 8,~~184~~ 2022,~~667~~ ~~and~~if stockholders approve the Proposals. As promptly ~~interest~~as ~~earned~~reasonably onpossible ~~investments~~following ~~held~~such Mandatory Redemption, and subject to the approval of the Company’s then remaining stockholders and the Board, in accordance with applicable law, the ~~Trust~~Company ~~Account~~will dissolve and liquidate, subject in each case to the ~~amount~~Company’s obligations under the General Corporation Law of ~~$19,375,~~the ~~offset~~State byof ~~operating~~Delaware ~~costs~~to provide for claims of ~~$681,307~~creditors and the requirements of other applicable law.

~~For~~The ~~the~~virtual ~~six~~special ~~months~~meeting ~~ended~~will ~~June~~be ~~30,~~held ~~2021,~~on weDecember ~~had a net income of $1~~8,~~169,799,~~ ~~which~~2022 ~~consisted~~at of12 ~~the~~p.m. ~~change~~Eastern ~~in fair value of warrant liabilities of $2~~Time,~~622,001~~ and ~~interest~~ ~~earned~~the onrecord ~~investments~~date ~~held~~for in the ~~Trust~~meeting ~~Account~~is in the ~~amount~~close of ~~$24,243,~~business ~~offset~~(New byYork ~~operating~~time) ~~costs~~on ~~of $987,046 and transaction~~November ~~costs of $489~~3,~~399~~ ~~incurred in connection with warrant liabilities~~2022.

17Pursuant to the amended and restated certificate, a Public Stockholder may request that the Company redeem all or a portion of its Public Shares for cash if the Charter Amendment Proposal is approved. Notwithstanding the foregoing, if the Charter Amendment Proposal is approved, and because the Company will not be able to complete a Business Combination by the Amended Termination Date, the Company will be obligated to redeem all Public Shares as promptly as reasonably possible after the Amended Termination Date. Therefore, no action is required by our Public Stockholders to redeem their Public Shares. If the Proposals are approved, the Public Shares will be automatically redeemed as part of the Mandatory Redemption. See the Company’s Risk Factors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as updated by the risk factors included in this Quarterly Report for more information relating to the risks related to redemptions and liquidation of the Company.

~~Liquidity~~Results of ~~and Going Concern~~Operations

OnWe have ~~February~~neither 2,engaged ~~2021,~~in ~~we consummated~~any ~~the~~operations ~~offering~~nor ofgenerated ~~23,000,000~~any ~~units~~operating (revenues to date. Our only activities for the ~~“Units”~~period ~~and~~ended September 30, ~~with~~2022, ~~respect~~were toorganizational ~~the~~activities ~~Class~~and Athose ~~common~~necessary ~~stock~~to ~~included~~prepare infor the ~~Units sold~~offering, ~~the~~described ~~“Public Shares”)~~below, atand identifying a ~~price~~target ofcompany for ~~$10~~a business combination.00 ~~per~~We ~~Unit,~~do ~~which~~not ~~included~~expect ~~the~~to ~~full~~generate ~~exercise~~any byoperating revenues until after the ~~underwriters~~completion of ~~their~~our initial business combination. ~~over~~We generate non-~~allotment~~operating ~~option~~income in the ~~amount~~form of ~~3,000,000~~interest ~~Units,~~income ~~generating~~on ~~gross~~marketable ~~proceeds~~securities ofheld ~~$230,000,000~~after the offering. ~~Simultaneously~~We ~~with~~incur ~~the~~expenses ~~closing~~as a result of ~~the~~ ~~offering~~being a public company (for legal, wefinancial ~~consummated~~reporting, ~~the~~accounting ~~sale~~and ofauditing 4compliance),~~733~~ as well as for due diligence expenses in connection with searching for,~~333~~ ~~warrants~~and ~~(the~~completing, ~~“Private~~a ~~Placement~~business ~~Warrants”)~~combination. toAdditionally, ~~the~~we ~~Sponsor~~recognize non-cash gains and ~~Jefferies~~losses ~~LLC~~with other income (~~“Jefferies”~~expense) atrelated ato ~~price~~changes ofin ~~$1.50~~recurring ~~per~~fair ~~Private~~value ~~Placement~~measurement ~~Warrant~~of ~~generating~~our ~~gross~~warrant ~~proceeds~~liabilities ofat ~~$7,100,000~~each reporting period.

~~Following the offering,~~For the ~~full~~three ~~exercise~~months ofended ~~the~~September ~~over-allotment~~30, ~~option~~2022, ~~and~~we ~~the~~had ~~sale~~net income of ~~the~~$806,535, ~~Private~~which ~~Placement~~consisted ~~Warrants,~~of achange ~~total~~in fair value of warrant liabilities of $~~230~~1,~~000~~054,000 ~~was~~and ~~placed~~interest ~~in the~~earned ~~Trust~~on ~~Account.~~investments Weheld ~~incurred $13,088,318~~ in ~~transaction~~Trust ~~costs,~~Account ~~including~~of $4 1,~~600~~151,~~000~~721, ofoffset ~~underwriting~~by ~~fees,~~operating ~~net~~costs of ~~reimbursement,~~ $81,~~050~~200,~~000 of~~581 ~~deferred underwriting fees~~ and ~~$438,318~~tax expense of ~~other offering costs~~$198,605.

For the ~~six~~nine months ended ~~June~~ September 30, 2022, ~~net~~we ~~cash~~had ~~used in operating activities was $778,272, which consisted of our~~ net income of $45,~~786~~593,~~852~~387, ~~offset~~which byconsisted of change in fair value of warrant liabilities of $67,~~619~~673,334 and interest earned on investments held in ~~the~~ Trust Account of $~~109~~1,~~904.~~261,625, ~~Changes in~~offset by operating ~~assets~~costs ~~and~~of ~~liabilities provided~~ $13,~~164~~142,~~114~~967 ofand ~~cash~~tax expense ~~from~~of ~~operating activities~~$198,605.

For the ~~six~~three months ended ~~June~~ September 30, 2021, ~~net~~we ~~cash~~had ~~used~~a innet ~~operating~~income ~~activities~~of ~~was~~ $12,~~067~~147,~~935~~156, which consisted of ~~our~~the ~~net income of $1,169,799 and transaction costs allocated to warrant liabilities of $489,399, offset by~~ change in fair value of ~~warrant liabilities~~ warrants of $23,~~622~~271,~~001~~333 and ~~interest earned~~income on investments held in the Trust Account of $244,~~243.~~916, ~~Changes~~offset inby operating ~~assets~~costs ~~and~~of ~~liabilities used~~ $801,~~889 of cash from operating activities~~129,093.

AsFor the ofnine ~~June~~months ended September 30, ~~2022~~2021, we had ~~cash~~a net income of $~~219~~3,~~019~~316,995, ~~held~~which ~~outside~~consisted ~~the~~of ~~Trust Account. We intend to use~~ the ~~funds~~change ~~held~~in ~~outside~~fair ~~the~~value ~~Trust~~of ~~Account primarily to identify~~warrants ~~and~~of ~~evaluate target businesses~~$5,893,334 ~~perform~~and ~~business~~income ~~due diligence~~ on ~~prospective~~investments ~~target~~held ~~businesses,~~in ~~travel to and from~~ the ~~offices,~~Trust ~~plants or~~Account ~~similar locations~~ of ~~prospective~~$29,159, ~~target~~offset ~~businesses~~by oroperating ~~their~~costs ~~representatives~~of ~~or owners~~$2,116,139 ~~review corporate documents~~ and ~~material agreements~~transaction costs of ~~prospective target businesses~~$489,399 ~~and~~incurred ~~structure,~~in ~~negotiate~~connection ~~and~~with ~~complete~~warrant ~~a business combination~~liabilities.

In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.50 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.19

~~We do not believe we will~~Liquidity need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and ~~negotiating~~Going a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.Concern

~~Going~~On February ~~Concern~~2, 2021, we consummated the offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), at a price of $10.00 per Unit, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, generating gross proceeds of $230,000,000. Simultaneously with the closing of the offering, we consummated the sale of 4,733,333 warrants (the “Private Placement Warrants”) to the Sponsor and Jefferies LLC (“Jefferies”) at a price of $1.50 per Private Placement Warrant generating gross proceeds of $7,100,000.

AsFollowing the ofoffering, ~~June~~the ~~30,~~full ~~2022,~~exercise of the ~~Company~~ ~~had~~over-allotment ~~$219~~option,~~019~~ inand ~~its~~the ~~operating~~sale ~~bank~~of ~~accounts~~the Private Placement Warrants, a total of $230,~~144~~000,~~780~~000 was inplaced ~~securities held~~ in the Trust Account. toWe beincurred ~~used~~$13,088,318 ~~for~~in atransaction ~~Business~~costs, ~~Combination or~~including to$4,600,000 ~~repurchase~~of orunderwriting ~~redeem~~fees, ~~its~~net ~~common~~of ~~stock~~reimbursement, $8,050,000 inof ~~connection~~deferred ~~therewith~~underwriting fees and a$438,318 ~~working~~of ~~capital~~other ~~deficit~~offering ~~of $1,734,294~~costs.

~~The Company intends to complete~~For athe ~~Business~~nine ~~Combination~~months byended ~~February~~September 230, ~~2023. However~~2022, innet ~~the~~cash ~~absence~~used ofin aoperating ~~completed~~activities ~~Business~~was ~~Combination~~$958,557, ~~the~~which ~~Company~~consisted ~~may~~of ~~require~~our ~~additional capital.~~net Ifincome ~~the~~of ~~Company is unable to raise additional capital~~$5,593,387, offset itby ~~may~~change bein ~~required~~fair tovalue ~~take~~of ~~additional~~warrant ~~measures~~liabilities toof ~~conserve liquidity~~$7, ~~which could include~~673,334 ~~but~~and ~~not~~interest ~~necessarily~~earned beon ~~limited~~investments ~~to,~~held ~~suspending~~in the ~~pursuit~~Trust Account of ~~a Business Combination~~$1,261,625. ~~The Company cannot provide~~ ~~any~~Changes ~~assurance~~in ~~that~~operating ~~new~~assets ~~financing~~and ~~will~~liabilities beprovided ~~available~~$2,383,015 toof itcash onfrom ~~commercially~~operating ~~acceptable terms, if at all~~activities.

~~In connection with~~ For the ~~Company’s assessment~~nine ofmonths ~~going~~ended ~~concern~~September ~~considerations~~30, in2021, ~~accordance~~net ~~with~~cash ~~FASB’s~~used ~~Accounting~~in ~~Standards~~operating ~~Update~~activities ~~(“ASU”)~~was ~~2014-15~~$1,136,204, ~~“Disclosures of~~which ~~Uncertainties~~consisted ~~about~~of anour ~~Entity’s~~net ~~Ability~~income ~~to Continue as a Going Concern~~of $3,”316,955 ~~management~~and ~~has~~transaction ~~determined~~costs ~~that~~allocated ~~if the Company is unable~~ to ~~complete~~warrant aliabilities ~~Business~~of ~~Combination by February 2~~$489, ~~2023~~399, ~~then~~offset ~~the~~by ~~Company~~change ~~will~~in ~~cease~~fair ~~all~~value ~~operations~~of ~~except~~warrant ~~for the purpose of~~liabilities ~~liquidating.~~of ~~The~~$5,893,334 ~~liquidity condition~~ and ~~date~~income ~~for~~on ~~mandatory~~investments ~~liquidation~~held ~~and~~in ~~subsequent dissolution raise substantial doubt about~~ the ~~Company’s~~ ~~ability~~Trust toAccount ~~continue~~of ~~as a going concern~~$29,159. NoChanges ~~adjustments~~in ~~have~~operating ~~been made to the carrying amounts of~~ assets orand liabilities ~~should~~ ~~the~~provided ~~Company~~$979,935 of becash ~~required~~from tooperating ~~liquidate after February 2, 2023~~activities.

18As of September 30, 2022, we had cash of $359,534 held outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

~~Off-Balance~~In order ~~Sheet~~to ~~Financing~~fund ~~Arrangements~~working capital deficiencies or finance transaction costs in connection with a business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.50 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.

We do ~~have~~not nobelieve ~~obligations~~we will need to raise additional funds in order to meet the expenditures required for operating our business. However, ~~assets~~if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or ~~liabilities~~because we become obligated to redeem a significant number of our public shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only becomplete ~~considered~~such ~~off-balance~~financing ~~sheet~~simultaneously ~~arrangements~~with asthe completion of ~~June~~our 30business combination. If we are unable to complete our business combination because we do not have sufficient funds available to us, ~~2022~~we will be forced to cease operations and liquidate the Trust Account. In addition, following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

~~Contractual Obligations~~Going Concern

WeAs of doSeptember ~~not~~30, ~~have any long-term debt~~2022, ~~capital~~the ~~lease~~Company ~~obligations~~had $359,534 ~~operating~~in ~~lease~~its ~~obligations~~operating orbank ~~long-term~~accounts, ~~liabilities~~$230,975,701 ~~other~~in ~~than~~securities ~~the~~held ~~administrative~~in ~~support~~the ~~agreement~~Trust Account ~~with~~to ~~our~~be ~~Sponsor,~~used ~~under~~for ~~which~~a weBusiness ~~began~~Combination or to ~~incur~~repurchase ~~monthly~~or ~~fees~~redeem its common stock in connection ~~with~~therewith ~~our~~and ~~initial~~a ~~public~~working ~~offering~~capital deficit of $2,812,680.

~~Administrative~~In the ~~Services~~event ~~Agreement~~the Proposals are not approved and we are unable to complete a Business Combination by February 2, 2023, we will cease all operations except for the purpose of winding up. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by February 2, 2023, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise 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 2, 2023.

Pursuant to the agreement, we pay our Sponsor a monthly fee of $12,500 until the earlier of the consummation of an initial business combination or the Company’s liquidation (or its earlier termination), or $150,000 per year, $100,000 of which will be paid to our President, Chief Financial Officer, as an annual cash salary and $50,000 of which will be paid for additional support services expected to be sourced from Communitas Capital, a venture firm of which our Executive Co-Chairman is Managing Partner. We will continue to incur these fees monthly until the earlier of the completion of the business combination and our liquidation.20

~~Deferred~~Off-Balance Sheet ~~Underwriters~~Financing ~~Fees~~Arrangements

~~Additionally, the underwriters~~We ofhave ~~our~~no ~~initial public offering are entitled to a deferred fee of $0.35 per share~~obligations, assets or $8liabilities,~~050,000~~ ~~in the aggregate of~~ which ~~$6.9~~would ~~million is~~be ~~deferred~~considered ~~and~~off-balance ~~held~~sheet inarrangements ~~the~~as ~~Trust~~of ~~Account~~September and $1.15 million was used to purchase warrants in connection with our initial public offering. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a business combination30, ~~subject to the terms of the underwriting agreement~~2022.

~~Registration Rights~~Contractual Obligations

~~The holders of Founders~~We ~~Shares,~~do ~~Private~~not ~~Placement Warrants issued in connection with the offering and Private Placement warrants that may be issued upon conversion of working capital loans (and the securities underlying such securities)~~ have ~~registration rights to require us to register a sale of~~ any oflong-term ~~our securities held by them. These holders may make up to three demands~~debt, ~~excluding~~capital ~~short~~lease ~~form registration demands~~obligations, ~~that~~operating welease ~~register such~~obligations ~~securities~~or ~~for~~long-term ~~sale under the Securities Act. In addition~~liabilities, ~~these~~other ~~holders~~than ~~will~~the ~~have “piggy-back” registration rights~~administrative tosupport ~~include~~agreement ~~their~~with ~~securities~~our inSponsor, ~~other~~under ~~registration~~which ~~statements~~we ~~filed~~began ~~by us, subject~~ to ~~certain~~incur ~~limitations.~~monthly Wefees ~~will bear the expenses incurred~~ in connection with ~~the~~our ~~filing~~initial ofpublic ~~any such registration statements~~offering.

~~Critical~~Administrative Services ~~Accounting Estimates~~Agreement

~~The~~Pursuant to ~~preparation~~the ofagreement, ~~condensed financial~~we ~~statements~~pay ~~and~~our ~~related~~Sponsor ~~disclosures~~a inmonthly ~~conformity~~fee ~~with~~of ~~accounting~~$12,500 ~~principles~~until ~~generally~~the ~~accepted~~earlier inof the ~~United~~consummation ~~States~~ of ~~America~~an initial business combination ~~requires~~or ~~management~~the toCompany’s ~~make~~liquidation ~~estimates~~(or ~~and~~its ~~assumptions~~earlier ~~that~~termination), ~~affect~~or ~~the~~$150,000 ~~reported~~per ~~amounts~~year, $100,000 of ~~assets~~which ~~and~~will ~~liabilities,~~be ~~disclosure~~paid ofto ~~contingent~~our President, ~~assets~~Chief ~~and~~Financial ~~liabilities~~Officer, atas ~~the~~an ~~date~~annual ofcash ~~the~~salary ~~financial~~and ~~statements~~$50,000 ~~and~~of ~~income~~which ~~and~~will ~~expenses~~be ~~during~~paid ~~the~~for ~~period~~additional ~~reported.~~support ~~Actual~~services ~~results~~expected ~~could materially~~to ~~differ~~be sourced from ~~those~~Communitas ~~estimates~~Capital, a venture firm of which our Executive Co-Chairman is Managing Partner. We ~~have~~will ~~not~~continue ~~identified~~to ~~any~~incur ~~critical~~these ~~accounting~~fees monthly ~~policies~~until the earlier of the completion of the business combination and our liquidation.

~~Warrant~~Deferred Underwriters ~~Liabilities~~Fees

~~We account for the Warrants~~Additionally, ~~(as defined herein) in accordance with~~ the ~~guidance~~underwriters ~~contained~~of inour ~~Accounting~~initial ~~Standards~~public ~~Codification~~offering ~~(“ASC”)~~are ~~815-40,~~entitled ~~Derivatives and~~to ~~Hedging~~a —deferred ~~Contracts~~fee inof ~~Entity’s~~$0.35 ~~Own~~per ~~Equity~~share, ~~(“ASC~~or ~~815-40”)~~$8,050,000 ~~under~~in ~~which~~ the ~~Warrants~~aggregate doof which ~~not~~$6.9 ~~meet~~million ~~the~~is ~~criteria for~~deferred ~~equity treatment~~ and ~~must~~held bein ~~recorded as liabilities. Accordingly, we classify~~ the ~~Warrants~~Trust asAccount ~~liabilities at their fair value~~ and ~~adjust~~ ~~the Warrants to fair value at each reporting period~~$1.15 ~~This~~million ~~liability~~was isused ~~subject~~ to ~~re-measurement~~purchase atwarrants ~~each balance sheet date until exercised, and any change~~ in ~~fair~~connection ~~value~~with ~~is recognized in~~ our ~~statement~~initial public ~~of operations~~offering. The ~~Private~~deferred ~~Placement~~fee ~~Warrants~~will ~~are~~become ~~valued~~payable ~~using a~~to ~~Black~~the ~~Scholes~~underwriters ~~Option~~from ~~Pricing~~the ~~Model.~~amounts ~~The~~held ~~Public~~in ~~Warrants~~the ~~for~~Trust ~~periods~~Account ~~where~~solely noin ~~observable~~the ~~traded~~event that ~~price~~we ~~was~~complete ~~available are valued using~~ a ~~Monte~~business ~~Carlo~~combination, ~~simulation.~~subject ~~For periods subsequent~~ to the ~~detachment~~terms of the ~~Public~~underwriting ~~Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date~~agreement.

~~Class~~If the AProposals ~~Common~~are ~~Stock~~approved, ~~Subject~~and because the Company will not be able to ~~Possible~~complete ~~Redemption~~a business combination by the Amended Termination Date, the deferred underwriting commission will be included in the distribution of the proceeds held in the Trust Account made to the Public Stockholders upon liquidation in accordance with the terms of the underwriting agreement entered into in connection with our initial public offering. In connection with the liquidation, the underwriters will forfeit any rights or claims to the deferred underwriting commission.

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

19The holders of Founders Shares, Private Placement Warrants issued in connection with the offering and Private Placement warrants that may be issued upon conversion of working capital loans (and the securities underlying such securities) have registration rights to require us to register a sale of any of our securities held by them. These holders may make up to three demands, excluding short form registration demands, that we register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by us, subject to certain limitations. We will bear the expenses incurred in connection with the filing of any such registration statements.

~~Net~~Critical Accounting ~~Income (Loss) Per Common Share~~Estimates

~~Net~~The preparation ~~income~~of ~~(loss)~~condensed ~~per~~financial ~~common share~~statements isand ~~computed~~related bydisclosures ~~dividing~~in ~~net~~conformity ~~income~~with ~~(loss)~~accounting byprinciples ~~the~~generally ~~weighted~~accepted ~~average~~in the ~~number~~United States of ~~common~~America ~~stock~~requires ~~outstanding~~management ~~for~~to ~~the~~make ~~period.~~estimates ~~Accretion associated~~and ~~with~~assumptions that affect the ~~redeemable~~reported ~~shares~~amounts of ~~Class~~assets Aand ~~common~~liabilities, disclosure ~~stock~~of iscontingent ~~excluded~~assets ~~from~~and ~~earnings~~liabilities ~~per~~at ~~share~~the asdate of the ~~redemption~~financial ~~value~~statements, ~~approximates~~and income and expenses during the period reported. ~~fair~~Actual ~~value~~results could materially differ from those estimates. We have not identified any critical accounting policies.

~~Recent Accounting Pronouncements~~Warrant Liabilities

~~Management~~We ~~does~~account ~~not~~for ~~believe~~the ~~that~~Warrants ~~any~~(as ~~other~~defined ~~recently~~herein) ~~issued~~in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815-40, ~~but~~Derivatives and Hedging — Contracts in Entity’s Own Equity (“ASC 815-40”), under which the Warrants do not ~~yet~~meet ~~effective~~the criteria for equity treatment and must be recorded as liabilities. Accordingly, ~~accounting~~we ~~standards~~classify the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, ifand ~~currently~~any ~~adopted~~change in fair value is recognized in our statement of operations. For periods prior to September 30, ~~would~~2022, ~~have~~the Private Placement Warrants are valued using a ~~material~~Black ~~effect~~Scholes Option Pricing Model. For September 30, 2022, the fair value of the Private Placement Warrants is measured based on ~~our~~the listed market price of the ~~financial~~public ~~statements~~warrants. The Public Warrants were initially valued using a Monte Carlo simulation approach. For periods subsequent to the detachment of the warrants from the Units, the closing trading price for the public warrants was used as the fair value of the Public Warrants.

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk~~21

~~Not~~Class A ~~required~~Common ~~for~~Stock ~~smaller reporting~~Subject ~~companies.~~to Possible Redemption

~~Item~~We account 4for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” ~~Controls~~Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and ~~Procedures~~is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity (deficit) section of our condensed balance sheets.

~~Evaluation~~Net Income of(Loss) ~~Disclosure~~Per ~~Controls~~Common ~~and Procedures~~Share

~~Disclosure controls are~~Net ~~procedures~~income ~~that~~(loss) ~~are~~per ~~designed~~common ~~with~~share ~~the~~is ~~objective~~computed ofby ~~ensuring~~dividing ~~that~~net ~~information~~income ~~required~~(loss) toby ~~be disclosed in our reports filed under~~ the ~~Exchange~~ ~~Act~~weighted isaverage ~~recorded,~~number ~~processed,~~of ~~summarized,~~common ~~and~~stock ~~reported~~outstanding ~~within~~ for the ~~time~~ period ~~specified in the SEC’s rules and forms~~. ~~Disclosure controls~~Accretion ~~are~~associated ~~also designed~~ with the ~~objective~~redeemable shares of ~~ensuring~~Class ~~that~~A ~~such~~common ~~information~~stock is ~~accumulated~~excluded ~~and~~from ~~communicated~~earnings toper ~~our~~share ~~management,~~as ~~including~~ the ~~Co-Chairmen~~redemption value ~~and~~approximates ~~chief~~fair ~~financial officer, as appropriate to allow timely decisions regarding required disclosure~~value.

~~As required by Rules 13a-15~~Recent ~~and~~Accounting 15d-15 under the Exchange Act, our Co-Chairman and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2022. Based upon their evaluation, our Executive Co-Chairman and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due solely to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this Quarter Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.Pronouncements

~~While~~In weAugust ~~have~~2020, ~~implemented~~the Financial ~~processes~~Accounting toStandards ~~identify~~Board ~~and~~(“FASB”) ~~appropriately~~issued ~~apply~~Accounting ~~applicable~~Standards ~~accounting~~Update ~~requirements~~(“ASU”) 2020-06, weDebt ~~plan~~— toDebt ~~continue~~with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to ~~enhance~~simplify ~~our~~accounting ~~system~~for ofcertain ~~evaluating~~financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and ~~implementing~~cash conversion features from convertible instruments and simplifies the ~~accounting~~derivative ~~standards~~scope ~~that~~exception guidance ~~apply~~pertaining to ~~our~~equity ~~financial~~classification ~~statements,~~of ~~including~~contracts ~~through~~in ~~additional~~an ~~analyses~~entity’s byown ~~our~~equity. ~~personnel~~The new standard also introduces additional disclosures for convertible debt and ~~third-party~~freestanding ~~professionals~~instruments ~~with~~that ~~whom~~are weindexed ~~consult~~to ~~regarding~~and ~~complex~~settled ~~accounting~~in ~~applications~~an entity’s own equity. ~~The~~ASU ~~elements~~2020-06 amends ofthe ~~our~~diluted ~~remediation~~earnings ~~plan~~per ~~can~~share guidance, including the requirement to use the if-converted method for all convertible instruments. ~~only~~ASU be2020-06 ~~accomplished~~is ~~over~~effective ~~time~~January 1, 2023 and weshould ~~can~~be ~~offer~~applied noon ~~assurance~~a ~~that~~full ~~these~~or ~~initiatives~~modified ~~will~~retrospective ~~ultimately~~basis, ~~have~~with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the ~~intended~~impact, ~~effects~~if any, that ASU 2020-06 would have on its financial position, results of operation or cash flows.

~~Changes~~Management does innot ~~Internal~~believe ~~Control~~that ~~over~~any ~~Financial~~other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material ~~Reporting~~effect on our financial statements.

~~There were no changes in~~Item 3. ~~our~~Quantitative ~~internal~~and ~~control~~Qualitative ~~over~~Disclosures ~~financial~~About ~~reporting~~Market ~~during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.~~Risk

20Not required for smaller reporting companies.

~~PART II~~Item 4. Controls ~~OTHER~~and ~~INFORMATION.~~Procedures

~~Item~~Evaluation of 1.Disclosure ~~Legal~~Controls ~~Proceedings~~and Procedures

~~None~~Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Co-Chairmen and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

~~Item~~As required 1Aby Rules 13a-15 and 15d-15 under the Exchange Act, our Co-Chairman and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2022. ~~Risk~~Based ~~Factors~~upon their evaluation, our Executive Co-Chairman and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due solely to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this Quarter Report present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

~~As of the date of this Quarterly~~Changes ~~Report, there have been no material changes from the risk factors previously disclosed~~ in ~~the~~Internal ~~Company’s~~Control ~~most~~over ~~recent~~Financial ~~Annual Report on Form 10-K filed with the SEC on March 29, 2022, other than as set forth below.~~Reporting

~~Changes~~There were no changes in ~~laws~~our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or ~~regulations~~are reasonably likely to materially affect, orour ainternal ~~failure~~control over financial reporting. During prior periods,we have implemented processes to ~~comply~~identify ~~with~~and ~~any~~appropriately ~~laws~~apply applicable accounting requirements and ~~regulations,~~we ~~may~~plan ~~adversely~~to ~~affect~~continue to enhance our ~~business,~~system ~~including~~of ~~our~~evaluating and ~~ability~~implementing the accounting standards that apply to ~~negotiate~~our ~~and~~financial ~~complete~~statements, including through additional analyses by our ~~initial~~personnel ~~business~~and ~~combination~~third-party professionals with whom we consult regarding complex accounting applications. These plans can only be accomplished over time, and ~~results~~we ofcan ~~operations~~offer no assurance that these initiatives will ultimately have the intended effects.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly.22

~~Those laws and regulations and their interpretation~~PART ~~and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations~~II. InOTHER addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination and results of operationsINFORMATION.

On March 30, 2022, the SEC issued proposed rules (the “2022 Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940Item 1. ~~The 2022 Proposed Rules, if adopted, whether in the form proposed or~~ inLegal revised form, and certain positions and legal conclusions expressed by the SEC in connection with the 2022 Proposed Rules, may materially adversely affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.Proceedings

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combinationNone.

~~If we are deemed to be an investment company~~Item 1A. ~~under~~Risk ~~the Investment Company Act, our activities may be restricted, including:~~Factors

●As of ~~restrictions on~~ the ~~nature~~date of ~~our~~this ~~investments;~~Quarterly ●Report, ~~restrictions~~there onhave ~~the~~been ~~issuance~~no ofmaterial ~~securities;~~changes ~~and~~from ●the ~~restrictions~~risk onfactors ~~the~~previously ~~enforceability~~disclosed ofin ~~agreements~~the ~~entered~~Company’s most ~~into~~recent byAnnual ~~us,~~Report ~~each~~on ofForm ~~which~~10-K ~~may~~filed ~~make~~with itthe ~~difficult~~SEC ~~for~~on usMarch to29, ~~complete~~2022, ~~our~~other ~~initial~~than ~~business~~as ~~combination~~set forth below.

InIf ~~addition~~our stockholders do not approve the Proposals, at our upcoming special meeting to be held on December 8, 2022, or any adjournment thereof, and we are not able to redeem all issued and outstanding common stock in calendar year 2022, the Excise Tax included in the Inflation Reduction Act of 2022 may ~~have~~decrease ~~imposed~~the ~~upon~~value usof ~~burdensome~~our securities, hinder our ability to consummate an initial business combination, and decrease the amount of ~~requirements~~funds available for distribution to our stockholders in the event of a liquidation or in connection with redemptions of our common stock after December 31, ~~including:~~2022.

●On August ~~registration~~16, as2022, anPresident ~~investment~~Biden ~~company~~signed ~~(which~~into ~~may~~law bethe ~~impractical~~Inflation ~~and~~Reduction ~~would~~Act ~~require~~of ~~significant~~2022 ~~changes~~(the in“IR Act”), which, among other things, imposes ~~our~~a ~~capital~~1% ●excise ~~structure);~~tax ●on ~~adoption~~the fair market value of astock ~~specific~~repurchased ~~form~~by publicly traded U.S. corporations and certain U.S. subsidiaries of ~~corporate~~publicly ~~structure;~~traded non-U.S. corporations beginning in 2023, with certain exceptions (the “Excise Tax”). Because the Company is a Delaware corporation and ●the ~~reporting~~Company’s securities trade on the Nasdaq, ~~record~~the ~~keeping~~Company may be considered a “covered corporation” within the meaning of the IR Act. While not free from doubt, ~~voting~~absent any further guidance from Congress or the U.S. Department of the Treasury, ~~proxy~~there is significant risk that the Excise Tax will apply to any redemptions of our common stock after December 31, 2022, including redemptions in connection with an initial business combination and ~~disclosure~~any ~~requirements~~amendment to our certificate of incorporation to extend the time to consummate an initial business combination, unless an exemption is available. In addition, the Excise Tax may make a transaction with us less appealing to potential business combination targets, and ~~other~~thus, ~~rules~~potentially hinder our ability to enter into and ~~regulations~~consummate an initial business combination. Consequently, the value of your investment in our securities may decrease as a result of the Excise Tax. Further, the application of the Excise Tax in the event of a liquidation after December 31, 2022 is uncertain. The Excise Tax could impact the proceeds held in the trust account, in which case the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

InWe have ~~order~~mailed ~~not~~to stockholders of record as of November 3, 2022, a proxy statement for a special meeting to be ~~regulated~~held ason anDecember ~~investment~~8, 2022 ~~company~~or ~~under~~any ~~the~~adjournment ~~Investment~~thereof, ~~Company~~to ~~Act,~~vote ~~unless~~upon wethe ~~can~~Proposals ~~qualify~~to ~~for~~accelerate aninto ~~exclusion,~~2022 the date by which we must ~~ensure~~cease ~~that~~all weoperations ~~are~~except for ~~engaged~~the ~~primarily~~purpose inof awinding ~~business other~~up ~~than~~if ~~investing,~~we ~~reinvesting~~fail orto ~~trading~~complete ina ~~securities~~business combination, and ~~that~~to ~~our~~change ~~activities~~the dodate ~~not~~on ~~include~~which ~~investing,~~Continental ~~reinvesting,~~Stock ~~owning, holding~~Transfer or& ~~trading~~Trust ~~“investment~~Company ~~securities”~~must ~~constituting~~commence ~~more~~liquidation ~~than~~of ~~40%~~the oftrust ~~our~~account ~~total~~established ~~assets~~in ~~(exclusive~~connection ofwith Uour initial public offering.S. ~~government~~This ~~securities~~would ~~and~~permit ~~cash~~us ~~items)~~to onredeem anearly ~~unconsolidated~~all ~~basis.~~issued ~~Our~~and ~~business~~outstanding isPublic Shares to ~~identify~~return ~~and~~the ~~complete~~funds anto ~~initial~~our ~~business~~Public ~~combination~~Stockholders ~~and~~in ~~thereafter~~calendar toyear 2022 ~~operate~~before the ~~post-transaction~~Excise ~~business~~Tax orbegins ~~assets~~to ~~for~~apply ~~the~~to ~~long~~stock ~~term~~repurchases and redemptions in 2023. WeIf our stockholders do not ~~plan~~approve tothe ~~buy~~Proposals, and ~~businesses~~we orare ~~assets~~unable ~~with~~to complete a ~~view~~business tocombination ~~resale~~on or before February 2, 2023, we will dissolve and liquidate in accordance with ~~profit~~our ~~from~~amended ~~their~~and ~~resale.~~restated Wecertificate doof ~~not~~incorporation, ~~plan~~and any redemptions may be subject to ~~buy~~the ~~unrelated~~Excise ~~businesses~~Tax orthat ~~assets~~could orreduce tothe per-share amount that our Public Stockholders would otherwise be aentitled ~~passive~~to ~~investor~~receive.

21Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations.

~~The 2022 Proposed Rule under the Investment Company~~We ~~Act~~are ~~would~~subject ~~provide~~to alaws ~~safe~~and ~~harbor~~regulations ~~for~~enacted ~~SPACs~~by ~~from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act~~national, ~~provided~~regional ~~that~~and ~~they~~local ~~satisfy~~governments. ~~certain~~In ~~conditions that limit a SPAC’s duration~~particular, ~~asset~~we ~~composition,~~are ~~business~~required ~~purpose and activities. The duration component of the proposed safe harbor rule would require a SPAC~~ to ~~file~~comply ~~a Current Report on Form 8-K~~ with ~~the~~ certain SEC ~~announcing~~and ~~that~~other itlegal ~~has~~requirements. ~~entered~~Compliance ~~into an agreement~~ with, ~~the~~and ~~target~~monitoring ~~company (or companies) to engage in an initial business combination no later than 18 months after the effective date~~ of, ~~the~~applicable ~~SPAC’s~~laws ~~registration~~and ~~statement~~regulations ~~for~~may ~~its initial public offering. The SPAC would then~~ be ~~required to complete its initial business combination no later than 24 months after the effective date of its registration statement for its initial public offering. Although the 2022 Proposed Rules~~difficult, including the proposed safe harbor rule, have not yet been adopted, there is uncertainty in the SEC’s view of the applicability of the Investment Company Act to a SPAC that does not complete its initial business combination within the proposed time ~~frame set forth in the proposed safe harbor rule or otherwise falls outside~~ ofconsuming ~~the~~and ~~other provisions of the safe harbor~~costly.

~~We do not believe that our principal activities~~Those ~~subject~~laws us to the Investment Company Act. To this end, the proceeds held in the trust account have been invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and byregulations ~~having a business plan targeted at acquiring~~ and ~~growing businesses~~their ~~for~~interpretation ~~the long term (rather than on buying~~ and ~~selling~~application ~~businesses~~may inalso ~~the~~change ~~manner~~from oftime a merchant bank or private equity fund), we do not believe we are an “investment company” within the meaning of the Investment Company Act. The trust account is intended as a holding place for funds pending the earliest to ~~occur~~time ~~of:~~and ~~(i)~~those ~~the~~changes ~~completion~~could ofhave ~~our initial business combination; (ii) the redemption of any public shares properly submitted in connection with~~ a stockholder vote to amend our amended and restated certificate of incorporation to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other material ~~provisions relating to stockholders’ rights~~ oradverse ~~pre-initial~~effect ~~business~~on ~~combination activity; or (iii) absent an initial business combination within 24 months from the closing of~~ our ~~initial~~ ~~public offering~~business, ~~our~~investments ~~return~~and ofresults ~~the funds held in the trust account to our public stockholders as part~~ of ~~our redemption of the public shares~~operations. ~~Because~~In ~~we have invested only in permitted instruments~~addition, ~~we believe we are not an investment company. Nevertheless, we do not currently have an agreement in place with~~ a ~~target~~failure ~~for an initial business combination and may not be able~~ to ~~enter~~comply ~~into~~with ~~such an~~applicable ~~agreement~~laws toor ~~complete an initial business combination within the safe harbor period of the 2022 Proposed Rules. In that case~~regulations, ~~we would~~ ~~not~~as beinterpreted ~~able to rely on the safe harbor (should it be adopted)~~ and ~~instead would need to rely on the factors described above~~applied, ~~and the SEC~~ could ~~deem~~have ita tomaterial beadverse ~~subject~~effect toon ~~regulation~~our ~~as an investment company for purposes of the Investment Company Act. If we were deemed to be subject to the Investment Company Act~~business, ~~compliance~~including ~~with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder~~ our ability to ~~complete~~negotiate anand ~~initial business combination or may result in our liquidation. If we are unable to~~ complete our initial business combination, ~~our~~and ~~public~~results ~~stockholders may receive only approximately $10.00 per share, or less in certain circumstances described herein, on the liquidation~~ of ~~our trust account and our warrants will expire worthless~~operations.

~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~23

~~None~~On March 30, 2022, the SEC issued proposed rules (the “2022 Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. The 2022 Proposed Rules, if adopted, whether in the form proposed or in revised form, and certain positions and legal conclusions expressed by the SEC in connection with the 2022 Proposed Rules, may materially adversely affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.

~~Item~~If we 3.are ~~Default~~deemed ~~Upon~~to ~~Senior~~be ~~Securities~~an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

~~None.~~If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

~~Item~~● 4.restrictions ~~Mine~~on ~~Safety~~the ~~Disclosures~~nature of our investments;

~~None.~~● restrictions on the issuance of securities; and

~~Item~~● 5.restrictions ~~Other~~on ~~Information~~the enforceability of agreements entered into by us, each of which may make it difficult for us to complete our initial business combination.

~~None.~~In addition, we may have imposed upon us burdensome requirements, including:

22● registration as an investment company (which may be impractical and would require significant changes in, among other things, our capital structure);

~~Item~~● 6.adoption ~~Exhibits~~of a specific form of corporate structure; and

~~The~~● ~~following~~reporting, ~~exhibits~~record ~~are filed~~keeping, asvoting, ~~part~~proxy ofand ordisclosure ~~incorporated~~requirements byand ~~reference~~other ~~into~~rules ~~this~~and ~~Quarterly Report on Form 10-Q:~~regulations.

Exhibit		Description
31.1**		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, 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).

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

*	Filed herewith.
**	The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

23The 2022 Proposed Rule under the Investment Company Act would provide a safe harbor for SPACs from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The duration component of the proposed safe harbor rule would require a SPAC to file a Current Report on Form 8-K with the SEC announcing that it has entered into an agreement with the target company (or companies) to engage in an initial business combination no later than 18 months after the effective date of the SPAC’s registration statement for its initial public offering. The SPAC would then be required to complete its initial business combination no later than 24 months after the effective date of its registration statement for its initial public offering. Although the 2022 Proposed Rules, including the proposed safe harbor rule, have not yet been adopted, there is uncertainty in the SEC’s view of the applicability of the Investment Company Act to a SPAC that does not complete its initial business combination within the proposed time frame set forth in the proposed safe harbor rule or otherwise falls outside of the other provisions of the safe harbor.

~~PART~~We do ~~III~~not believe that our principal activities subject us to the Investment Company Act. To this end, the proceeds held in the trust account have been invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we do not believe we are an “investment company” within the meaning of the Investment Company Act. The trust account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within 24 months from the closing of our initial public offering, our return of the funds held in the trust account to our public stockholders as part of our redemption of the public shares. Because we have invested only in permitted instruments, we believe we are not an investment company. Nevertheless, we have not entered into a definitive business combination agreement within 18 months after the effective date of our registration statement relating to the Initial Public Offering, and may not complete our business combination within 24 months of such date. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate. If we are required to liquidate, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.

~~SIGNATURE~~Recent increases in interest rates and/or inflation in the United States and elsewhere could make it more difficult for us to consummate a business combination.

~~Pursuant~~Recent increases toin ~~the~~interest ~~requirements~~rates ofand/or inflation in the ~~Securities~~United States and elsewhere may be leading to increased price volatility for publicly ~~Exchange~~traded ~~Act~~securities, ofincluding ~~1934~~ours, ~~the~~and ~~registrant~~may ~~has~~lead ~~duly~~to ~~caused~~other ~~this~~national, ~~report~~regional toand beinternational ~~signed~~economic ondisruptions, ~~its~~any ~~behalf~~of bywhich ~~the~~could make ~~undersigned~~it ~~thereunto~~more ~~duly~~difficult ~~authorized~~for us to consummate a business combination.

	Z-WORK ACQUISITION CORP.
Date: August 9, 2022	By:	/s/ Doug Atkin
		Name: Doug Atkin
		Title: Executive Co-Chairman
	By:	/s/ Adam Roston
		Name: Adam Roston
		Title: President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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

24None.

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Default Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of or incorporated by reference into this Quarterly Report on Form 10-Q:

Exhibit		Description
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, 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.
*	The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

PART III

SIGNATURE

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.

	Z-WORK ACQUISITION CORP.

Date: November 10, 2022	By:	/s/ Doug Atkin
		Name: Doug Atkin
		Title: Executive Co-Chairman

	By:	/s/ Adam Roston
		Name: Adam Roston
		Title: President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Filing Compare · Z-Work Acquisition Corp.