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~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES~~D.C. 20549

FORM

~~SECURITIES AND EXCHANGE COMMISSION~~ 10-Q

~~Washington,~~(Mark ~~D.C.~~One) ~~20549~~

~~10-Q~~☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~(Mark~~For ~~One)~~the quarterly period ended June 30, 2022

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

For the transition period from

Commission File

~~For the quarterly period ended March 31, 2022~~ No. 001-39520

☐EQUITY ~~TRANSITION~~DISTRIBUTION ~~REPORT~~ACQUISITION ~~PURSUANT~~CORP. ~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~No. 001-39520~~(Exact name of registrant as specified in its charter)

EQUITY DISTRIBUTION ACQUISITION CORP.


Delaware		85-1876561
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

(Exact name of registrant as specified in its charter)


Two North Riverside Plaza, Suite 600 Chicago, Illinois		60606
(Address of Principal Executive Offices)		(Zip Code)

(312)

Delaware		85-1876561
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

466-4296

Two North Riverside Plaza, Suite 600 Chicago, Illinois		60606
(Address of Principal Executive Offices)		(Zip Code)

(Registrant’s telephone number, including area code)

~~(312)466-4296~~N/A

(~~Registrant’s~~Former ~~telephone~~name, ~~number~~former address and former fiscal year, ~~including~~if ~~area~~changed ~~code~~since last report)

~~N/A~~Securities registered pursuant to Section 12(b) of the Act:

(Former name, former address and former fiscal year, if changed since last report)


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 and one-third of one redeemable warrant	EQD.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	EQD	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	EQD WS	New York Stock Exchange

~~Securities~~Indicate ~~registered~~by ~~pursuant~~check mark whether the registrant (1) has filed all reports required to be filed by Section 1213 or 15(bd) 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 ☐

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 and one-third of one redeemable warrant	EQD.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	EQD	New York Stock Exchange

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

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

~~Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share EQD WS New York Stock Exchange~~12b-2

of the Exchange Act.

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~☐ ~~whether~~Accelerated ~~the~~filer ~~registrant~~☐ ~~(1) has~~Non-accelerated ~~filed~~filer ~~all~~☒ ~~reports~~Smaller ~~required~~reporting tocompany be☒ ~~filed~~Emerging bygrowth ~~Section 13~~company 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 ☐~~

~~S-T~~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

~~non~~12b-~~accelerated~~2

of the Exchange Act): Yes ☒ No ☐

~~12b-2ofthe~~As of August 5, 2022

~~Large~~, ~~accelerated~~there ~~filer~~were 41,400,000 ☐shares ~~Accelerated~~of ~~filer~~Class A ☐common ~~Non-accelerated~~stock, ~~filer~~$0.0001 ☒par ~~Smaller~~value ~~reporting~~per ~~company~~share ☒and ~~Emerging~~10,350,000 ~~growth~~shares ~~company~~of ☒Class B common stock, $0.0001 par value per share, issued and outstanding.

IfEQUITY anDISTRIBUTION ~~emerging~~ACQUISITION 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 ActCORP. ☐

FORM

~~Yes~~10-Q

FOR THE QUARTER ENDED JUNE 30, 2022

AsTABLE ofOF ~~May 2,~~CONTENTS ~~2022, there were 41,400,000 shares of Class A common stock, $0.0001 par value per share and 10,350,000 shares of Class B common stock, $0.0001 par value per share, issued and outstanding.~~

Table of Contents


		Page
PART 1 – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021		1
	Condensed Statements of Operations for the three and six months ended June 30, 2022 and 2021 (Unaudited)		2
	Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2022 and 2021 (Unaudited)		3
	Condensed Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (Unaudited)		4
	Notes to Condensed Financial Statements (Unaudited)		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		17
Item 4.	Control and Procedures		17
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		18
Item 1A.	Risk Factors		19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		19
Item 3.	Defaults Upon Senior Securities		19
Item 4.	Mine Safety Disclosures		19
Item 5.	Other Information		19
Item 6.	Exhibits		20
SIGNATURES			21

~~EQUITY~~i ~~DISTRIBUTION ACQUISITION CORP.~~

~~10-Q~~EQUITY DISTRIBUTION ACQUISITION CORP.

~~TABLE~~CONDENSED OFBALANCE ~~CONTENTS~~SHEETS

			Page
	June 30,				December 31,
PART 1 – FINANCIAL INFORMATION
	2022				2021
Item 1.	Financial Statements
	(Unaudited)
	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021			1
ASSETS
	Condensed Statements of Operations for the three months ended March 31, 2022 and 2021 (Unaudited)			2
Current Assets
	Condensed Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2022 and 2021 (Unaudited)			3
Cash	$	272,545			$	584,117
	Condensed Statements of Cash Flows for the three months ended March 31, 2022 and 2021 (Unaudited)			4
Prepaid expenses		76,158				110,208
	Notes to Condensed Financial Statements (Unaudited)			5
Prepaid income taxes		—				16,402
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			15
Total Current Assets		348,703				710,727
Item 3.	Quantitative and Qualitative Disclosures about Market Risk			17
Marketable securities held in Trust Account		414,553,775				414,127,265
Item 4.	Control and Procedures			17
TOTAL ASSETS	$	414,902,478			$	414,837,992
PART II – OTHER INFORMATION
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Item 1.	Legal Proceedings			18
Current Liabilities
Item 1A.	Risk Factors			19
Accrued expenses	$	1,003,616			$	1,132,160
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			19
Income taxes payable		71,663				—
Item 3.	Defaults Upon Senior Securities			19
Promissory note-related party		750,000				750,000
Item 4.	Mine Safety Disclosures			19
Total Current Liabilities		1,825,279				1,882,160
Item 5.	Other Information			19
Warrant liabilities		2,065,333				15,283,466
Item 6.	Exhibits			20
Deferred underwriting fee payable		14,490,000				14,490,000
SIGNATURES				21
Total Liabilities		18,380,612				31,655,626
Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption 41,400,000 shares at redemption value as of June 30, 2022 and December 31, 2021		414,481,769				414,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—				—
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; no shares issued and outstanding (excluding 41,400,000 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021		—				—
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 10,350,000 shares issued and outstanding, as of June 30, 2022 and December 31, 2021		1,035				1,035
Additional paid-in capital		—				—
Accumulated deficit		(17,960,938	)			(30,818,669	)
Total Stockholders’ Deficit		(17,959,903	)			(30,817,634	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	414,902,478			$	414,837,992

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

~~Table~~1 ~~of Contents~~

EQUITY DISTRIBUTION ACQUISITION CORP.

CONDENSED ~~BALANCE~~STATEMENTS ~~SHEETS~~OF OPERATIONS

	March 31,			December 31,
	2022			2021
	(Unaudited)
ASSETS
Current Assets
Cash	$	419,052		$	584,117
Prepaid expenses		71,458			110,208
Prepaid income taxes		16,402			16,402
Total Current Assets		506,912			710,727
Marketable securities held in Trust Account		414,195,135			414,127,265
TOTAL ASSETS	$	414,702,047		$	414,837,992
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accrued expenses	$	1,070,036		$	1,132,160
Promissory note-related party		750,000			750,000
Total Current Liabilities		1,820,036			1,882,160
Warrant liabilities		8,261,333			15,283,466
Deferred underwriting fee payable		14,490,000			14,490,000
Total Liabilities		24,571,369			31,655,626
Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption 41,400,000 shares at redemption value		414,060,135			414,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—			—
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; no shares issued and outstanding (excluding 41,400,000 shares subject to possible redemption)		—			—
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 10,350,000 shares issued and outstanding, as of March 31, 2022 and December 31, 2021, respectively		1,035			1,035
Additional paid-in capital		—			—
Accumulated deficit		(23,930,492	)		(30,818,669	)
Total Stockholders’ Deficit		(23,929,457	)		(30,817,634	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	414,702,047		$	414,837,992

(Unaudited)

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Formation and operating costs	$	187,764		$	546,257		$	473,170		$	1,756,087

Loss from operations		(187,764)			(546,257	)		(473,170)			(1,756,087	)
Other income (expense):
Interest earned on marketable securities held in Trust Account		544,482			5,099			722,602			70,188
Change in fair value of warrant liabilities		6,196,000			(2,065,333	)		13,218,133			12,598,533
Unrealized loss on marketable securities held in Trust Account		(33,465	)		(17,475	)		—			(17,475	)

Total other income (expense), net		6,707,017			(2,077,709	)		13,940,735			12,651,246
Income before provision for income taxes		6,519,253			(2,623,966	)		13,467,565			10,895,159
Provision for income taxes		(128,065	)		—			(128,065	)		(1,402	)

Net income (loss)	$	6,391,188		$	(2,623,966	)	$	13,339,500		$	10,893,757

Weighted average shares outstanding, Class A common stock		41,400,000			41,400,000			41,400,000			41,400,000

Basic and diluted net income (loss) per share, Class A common stock	$	0.12		$	(0.05	)	$	0.26		$	0.21

Weighted average shares outstanding, Class B common stock		10,350,000			10,350,000			10,350,000			10,350,000

Basic and diluted net income (loss) per share, Class B common stock	$	0.12		$	(0.05	)	$	0.26		$	0.21

1The accompanying notes are an integral part of the unaudited condensed financial statements.

~~Table~~2 ~~of Contents~~

EQUITY DISTRIBUTION ACQUISITION CORP.

CONDENSED STATEMENTS OF ~~OPERATIONS~~CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

	Three Months EndedMarch 31,
	2022			2021
Operating and formation costs	$	285,406		$	1,209,830
Loss from operations		(285,406	)		(1,209,830	)
Other income:
Interest earned on marketable securities held in Trust Account		178,120			65,089
Change in fair value of warrant liabilities		7,022,133			14,663,866
Unrealized gain on marketable securities held in Trust Account		33,465			—
Total other income		7,233,718			14,728,955
Income before provision for income taxes		6,948,312			13,519,125
Provision for income taxes		—			(1,402	)
Net income	$	6,948,312		$	13,517,723
Weighted average shares outstanding, Class A common stock		41,400,000			41,400,000
Basic and diluted net income per share, Class A common stock	$	0.13		$	0.26
Weighted average shares outstanding, Class B common stock	$	10,350,000		$	10,350,000
Basic and diluted net income per share, Class B common stock	$	0.13		$	0.26

THREE AND SIX MONTHS ENDED JUNE 30, 2022

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


	Class A Common Stock				Class B Common Stock				Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Deficit
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Deficit
Balance — January 1, 2022		—	$	—		10,350,000	$	1,035	$	—	$	(30,818,669	)	$	(30,817,634	)
Remeasurement of Class A common stock to redemption value		—		—		—		—		—		(60,135	)		(60,135	)
Net income		—		—		—		—		—		6,948,312			6,948,312

Balance – March 31, 2022		—		—		10,350,000		1,035		—		(23,930,492	)		(23,929,457	)

Remeasurement of Class A common stock to redemption value		—		—		—		—		—		(421,634	)		(421,634	)
Net income		—		—		—		—		—		6,391,188			6,391,188

Balance – June 30, 2022		—	$	—		10,350,000	$	1,035	$	—	$	(17,960,938	)	$	(17,959,903	)

2THREE AND SIX MONTHS ENDED JUNE 30, 2021

Table of Contents


	Class A Common Stock				Class B Common Stock				Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Deficit
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Deficit
Balance — January 1, 2021		—	$	—		10,350,000	$	1,035	$	—	$	(50,437,237	)	$	(50,436,202	)
Remeasurement of Class A common stock to redemption value		—		—		—		—		—		(111,005	)		(111,005	)
Net income		—		—		—		—		—		13,517,723			13,517,723

Balance – March 31, 2021		—		—		10,350,000		1,035		—		(37,030,519	)		(37,029,484	)

Remeasurement of Class A common stock to redemption value		—		—		—		—		—		131,874			131,874
Net loss		—		—		—		—		—		(2,623,966	)		(2,623,966	)

Balance – June 30, 2021		—	$	—		10,350,000	$	1,035	$	—	$	(39,522,611	)	$	(39,521,576	)

~~EQUITY~~The ~~DISTRIBUTION~~accompanying ~~ACQUISITION~~notes ~~CORP~~are an integral part of the unaudited condensed financial statements.

~~CONDENSED~~3 ~~STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT~~

~~(Unaudited)~~EQUITY DISTRIBUTION ACQUISITION CORP.

~~THREE~~CONDENSED ~~MONTHS~~STATEMENTS ~~ENDED~~OF ~~MARCH 31,~~CASH FLOWS

~~2022~~(Unaudited)

	Class ACommon Stock						Class BCommon Stock				AdditionalPaid-inCapital		AccumulatedDeficit			TotalStockholders’Deficit
	Six Months Ended June 30,
	Shares			Amount			Shares		Amount
	2022			2021
Balance — January 1, 2022		—		$	—			10,350,000	$	1,035	$	—	$	(30,818,669	)	$	(30,817,634	)
Cash Flows from Operating Activities:
Remeasurement of Class A common stock to redemption value		—			—			—		—		—		(60,135	)		(60,135	)
Net income	$	13,339,500		$	10,893,757
Net income		—			—			—		—		—		6,948,312			6,948,312
Adjustments to reconcile net income to net cash used in operating activities:
Balance – March 31, 2022		—		$	—			10,350,000	$	1,035	$	—	$	(23,930,492	)	$	(23,929,457	)
Interest earned on marketable securities held in Trust Account		(722,602	)		(70,188	)
Change in fair value of warrant liabilities		(13,218,133	)		(12,598,533	)
Unrealized loss on marketable securities held in Trust Account		—			17,475
Changes in operating assets and liabilities:
Prepaid expenses		34,050			41,565
Prepaid income taxes		16,402			—
Accrued expenses		(128,544	)		841,005
Income taxes payable		71,663			—
Net cash used in operating activities		(607,664	)		(874,919	)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account for franchise and income taxes		296,092			137,627
Net cash provided by investing activities		296,092			137,627
Cash Flows from Financing Activities:
Proceeds from promissory note – related party		—			750,000
Net cash provided by financing activities		—			750,000
Net Change in Cash		(311,572	)		12,708
Cash – Beginning		584,117			882,702
Cash – Ending	$	272,545		$	895,410
Supplemental cash flow information:
Cash paid for income taxes	$	40,000		$	1,402
Non-cash Financing activities:
Change in value of Class A common stock subject to possible redemption	$	481,769		$	(20,869	)

~~THREE~~The ~~MONTHS~~accompanying ~~ENDED~~notes ~~MARCH 31,~~are an integral part of the unaudited condensed financial statements.

~~2021~~4

	Class ACommon Stock				Class BCommon Stock				AdditionalPaid-inCapital		AccumulatedDeficit			TotalStockholders’Deficit
	Shares		Amount		Shares		Amount
Balance — January 1, 2021		—	$	—		10,350,000	$	1,035	$	—	$	(50,437,237	)	$	(50,436,202	)
Remeasurement of Class A common stock to redemption value		—		—		—		—		—		(111,005	)		(111,005	)
Net income		—		—		—		—		—		13,517,723			13,517,723
Balance – March 31, 2021		—	$	—		10,350,000	$	1,035	$	—	$	(37,030,519	)	$	(37,029,484	)

EQUITY DISTRIBUTION ACQUISITION CORP.

~~The~~NOTES ~~accompanying~~TO ~~notes~~CONDENSED ~~are~~FINANCIAL anSTATEMENTS ~~integral part of the unaudited condensed financial statements.~~

3JUNE 30, 2022

~~Table~~(Unaudited) ~~of Contents~~

~~EQUITY~~NOTE ~~DISTRIBUTION~~1. ~~ACQUISITION~~DESCRIPTION ~~CORP.~~OF ORGANIZATION AND BUSINESS OPERATIONS

~~CONDENSED~~Equity ~~STATEMENTS~~Distribution OFAcquisition ~~CASH~~Corp. ~~FLOWS~~(the “Company”) was incorporated in Delaware on July 7, 2020 (“Inception”). The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).

~~(Unaudited)~~Although

	Three Months EndedMarch 31,
	2022			2021
Cash Flows from Operating Activities:
Net income	$	6,948,312		$	13,517,723
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(178,120	)		(65,089	)
Change in fair value of warrant liabilities		(7,022,133	)		(14,663,866	)
Unrealized gain on marketable securities held in Trust Account		(33,465	)		—
Changes in operating assets and liabilities:
Prepaid expenses		38,750			45,121
Accrued expenses		(62,124	)		914,856
Income taxes payable		—			1,402
Net cash used in operating activities		(308,780	)		(249,853	)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account for franchise and income taxes		143,715			—
Net cash provided by investing activities		143,715			—
Net Change in Cash		(165,065	)		(249,853	)
Cash – Beginning		584,117			882,702
Cash – Ending	$	419,052		$	632,849
Non-cash Financing activities:
Change in value of Class A common stock subject to possible redemption	$	60,135		$	111,005

the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in North America that provide technology-enabled solutions in industrial and industrial distribution markets. 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 30, 2022, the Company had not commenced any operations. All activity through June 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and the search for a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates

~~The accompanying notes are an integral part of the unaudited condensed financial statements.~~ non-operating

income in the form of interest income from the proceeds held in the Trust Account.

4The registration statement for the Company’s Initial Public Offering was declared effective on September 15, 2020. On September 18, 2020, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000, which is described in Note 3.

~~Table~~Simultaneously with the closing of ~~Contents~~the Initial Public Offering, the Company consummated the sale of 6,853,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Equity Distribution Sponsor, LLC (the “Sponsor”), generating gross proceeds of $10,280,000, which is described in Note 4.

~~EQUITY~~Transaction ~~DISTRIBUTION~~costs ~~ACQUISITION~~amounted ~~CORP.~~to $23,411,063, consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting

~~NOTES~~fees TO(see ~~CONDENSED~~Note 6) ~~FINANCIAL~~and ~~STATEMENTS~~

~~MARCH~~ 31$641,063 ~~2022~~of other offering costs.

Following the closing of the Initial Public Offering on September 18, 2020, an amount of $414,000,000 ($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 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 the conditions of

~~(Unaudited)~~ Rule2a-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.

~~NOTE~~The 1.Company’s ~~DESCRIPTION~~management OFhas ~~ORGANIZATION~~broad ~~AND~~discretion ~~BUSINESS~~with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. ~~OPERATIONS~~The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

~~Equity~~The ~~Distribution~~Company ~~Acquisition~~will ~~Corp.~~provide its holders of the outstanding Public Shares (the “~~Company~~public stockholders”) ~~was~~with ~~incorporated~~the inopportunity ~~Delaware~~to onredeem ~~July~~all or a portion of their Public Shares upon the completion of a Business Combination either (i) 7,in ~~2020~~connection with a stockholder meeting called to approve the Business Combination or (~~“Inception”~~ii) by means of a tender offer. The ~~Company~~decision ~~was~~as ~~formed~~to ~~for~~whether the ~~purpose~~Company will seek stockholder approval of ~~entering~~a ~~into~~Business Combination or conduct a ~~merger,~~tender ~~capital~~offer ~~stock~~will ~~exchange,~~be ~~asset~~made ~~acquisition,~~by ~~stock~~the ~~purchase~~Company, ~~reorganization~~solely orin ~~similar~~its ~~business~~discretion. ~~combination~~The ~~with~~public ~~one~~stockholders orwill ~~more~~be ~~businesses~~entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a “Business Combination”) with respect to the Company’s warrants.

~~Although~~5 the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in North America that provide technology-enabled solutions in industrial and industrial distribution markets. 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.

~~non-operating~~EQUITY DISTRIBUTION ACQUISITION CORP.

~~The~~NOTES ~~registration~~TO ~~statement~~CONDENSED ~~for~~FINANCIAL ~~the~~STATEMENTS ~~Company’s Initial Public Offering was declared effective on September 15, 2020. On September 18, 2020, the Company consummated the Initial Public Offering of 41,400,000 units~~ (~~the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”~~CONTINUED), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000, which is described in Note 3.

~~Simultaneously~~JUNE ~~with the closing of the Initial Public Offering~~30, ~~the~~2022 Company consummated the sale of 6,853,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Equity Distribution Sponsor, LLC (the “Sponsor”), generating gross proceeds of $10,280,000, which is described in Note 4.

~~Transaction~~(Unaudited) ~~costs amounted to $23,411,063, consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $641,063 of other offering costs.~~

~~Rule2a-7of~~The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination 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 law 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 “Amended and Restated 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 law, 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 its Public Shares irrespective of whether it votes for or against the proposed transaction or otherwise elects not to vote on the proposed transaction.

~~The~~Notwithstanding ~~Company’s~~the ~~management~~above, ~~has~~if ~~broad~~the ~~discretion~~Company ~~with~~seeks ~~respect~~stockholder toapproval ~~the specific application~~ of ~~the~~a ~~net~~Business ~~proceeds~~Combination ofand ~~the~~it ~~Initial~~does ~~Public~~not ~~Offering~~conduct ~~and~~redemptions ~~the~~pursuant ~~sale~~to of the ~~Private~~tender ~~Placement~~offer ~~Warrants~~rules, ~~although substantially all of~~ the ~~net~~Amended ~~proceeds~~and ~~are~~Restated ~~intended~~Certificate toof beIncorporation ~~applied~~provides ~~generally~~that ~~toward consummating~~ a ~~Business~~public ~~Combination.~~stockholder, ~~There~~together iswith noany ~~assurance~~affiliate ~~that~~of ~~the~~such ~~Company~~stockholder ~~will~~or beany ~~able~~other toperson ~~complete~~with awhom ~~Business~~such ~~Combination~~stockholder ~~successfully.~~is ~~The~~acting ~~Company~~in ~~must~~concert ~~complete a Business Combination with one~~ or ~~more~~as ~~target~~a ~~businesses~~“group” ~~that~~(as ~~together~~defined ~~have~~under anSection 13 ~~aggregate fair market value~~ of atthe ~~least~~Securities ~~80%~~Exchange ofAct ~~the value~~ of ~~the~~1934, ~~Trust~~as ~~Account~~amended (~~excluding~~ the ~~deferred~~“Exchange ~~underwriting~~Act”)), ~~commissions~~will ~~and~~be ~~taxes~~restricted ~~payable~~from onredeeming ~~income~~its ~~earned~~shares onwith ~~the~~respect ~~Trust Account) at the time of the agreement~~ to ~~enter~~more ~~into~~than an ~~initial~~aggregate ~~Business~~of ~~Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50~~15% or more of the ~~outstanding~~Public ~~voting~~Shares, ~~securities~~without of the ~~target~~prior orconsent ~~otherwise~~of ~~acquires a controlling interest in~~ the ~~target sufficient for it not to be required to register as an investment company under the Investment~~ Company ~~Act~~.

The Sponsor has agreed (a) to waive its redemption rights with respect to its 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 September 18, 2022 (the “Liquidation Date”) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or

The Company will provide its 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, solely in its discretion. 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 $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. pre-initial

5 B

usiness

~~Table of Contents~~C

ombination 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 (as defined below).

The Company will have until September 18, 2022, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a

~~EQUITY DISTRIBUTION ACQUISITION CORP.~~ per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, 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.

~~NOTES~~The TOSponsor ~~CONDENSED~~has ~~FINANCIAL~~agreed ~~STATEMENTS~~to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. 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 underwriters have agreed to waive their rights to their deferred underwriting commission (~~CONTINUED~~see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

~~MARCH~~In 31order to protect the amounts held in the Trust Account, ~~2022~~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 (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the 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 the Company’s independent registered public accounting firm), prospective target businesses or 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.

~~(Unaudited)~~6

~~The~~EQUITY ~~Company~~DISTRIBUTION ~~will~~ACQUISITION proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business CombinationCORP. If a stockholder vote is not required by law 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 “Amended and Restated 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 law, 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 its Public Shares irrespective of whether it votes for or against the proposed transaction or otherwise elects not to vote on the proposed transaction.

~~Notwithstanding~~NOTES ~~the~~TO ~~above,~~CONDENSED ifFINANCIAL ~~the~~STATEMENTS Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”~~CONTINUED)), ~~will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.~~

~~pre-initial~~JUNE 30, 2022

~~per-share~~(Unaudited)

~~The~~Liquidity Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. 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 underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, inCapital ~~such~~Resources event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

InAs ~~order~~of ~~to protect the amounts held in the Trust Account~~June 30, ~~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~~2022, ~~or a prospective target business with which~~ the Company ~~has~~had ~~discussed~~approximately ~~entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1)~~ $100.~~00 per Public Share or (2)~~3 ~~such~~million ~~lesser amount per Public Share held~~ in ~~the~~its ~~Trust~~operating ~~Account~~bank asaccount ofand ~~the~~a ~~date~~working ofcapital ~~the~~deficit ~~liquidation~~ of ~~the~~approximately ~~Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes~~$1.4 million ~~This liability will not apply with respect to any claims by a third party who executed a waiver of any~~ and ~~all rights to seek access to~~ the ~~Trust~~ability ~~Account and except as~~ to ~~any~~borrow 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~~additional ~~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~~$1.75 million ~~The~~though ~~Company will seek to reduce~~ the ~~possibility~~Promissory ~~that~~Note ~~the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers~~ (~~except~~as ~~the~~defined Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in orNote ~~to monies held in the Trust Account~~5).

6The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares and the proceeds from the Sponsor’s purchase of the Private Placement Warrants not held in the Trust Account to provide working capital needed to identify and seek to consummate a Business Combination.

~~Table~~Management can borrow additional capital from the Promissory Note to fund the Company’s capital needs which will provide sufficient liquidity to meet the Company’s working capital needs through the earlier of ~~Contents~~the consummation of a Business Combination or the Liquidation Date.

If the Company’s estimate of the costs of identifying a target business, undertaking

~~EQUITY DISTRIBUTION ACQUISITION CORP.~~ in-depth

due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because the Company has become obligated to redeem a significant number of its Public Shares upon completion of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

~~NOTES~~Going TOConcern ~~CONDENSED FINANCIAL STATEMENTS (CONTINUED)~~

In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”)

~~MARCH 31~~2014-15, ~~2022~~ “Disclosures

of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation date and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until September 18, 2022 to consummate a Business Combination. As described above, the company will be unable to consummate a Business Combination by the Liquidation Date and intends to dissolve and liquidate in accordance with the provisions of the Amended and Restated Certificate of Incorporation. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 18, 2022.

~~(Unaudited)~~Risks and Uncertainties

Management continues to evaluate the impact of the

~~Liquidity and Capital Resources~~ COVID-19

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

AsNOTE ~~of March 31, 2022, the Company had approximately $0.4 million in its operating bank account and a working capital deficit of approximately $1.~~2 ~~million and the ability to borrow an additional $1~~.~~75 million~~ ~~though~~SUMMARY ~~the~~OF ~~Promissory~~SIGNIFICANT ~~Note~~ACCOUNTING ~~(as~~POLICIES ~~defined in Note 5).~~

~~The~~Basis ~~Company’s liquidity needs to date have been satisfied through a payment~~ of ~~$25,000~~Presentation from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares and the proceeds from the Sponsor’s purchase of the Private Placement Warrants not held in the Trust Account to provide working capital needed to identify and seek to consummate a Business Combination.

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

Management can borrow additional capital from the Promissory Note to fund the Company’s capital needs which will provide sufficient liquidity to meet the Company’s working capital needs through the earlier of the consummation of a Business Combination or the Liquidation Date. 10-Q

and Article 8 of Regulation

inS-~~depth~~X

promulgated under the Securities Act. 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

~~Going Concern~~ 10-K

as filed with the SEC on February 24, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the period ending December 31, 2022 or for any other future periods.

~~2014-15,~~Emerging Growth Company

~~Risks~~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 ~~Uncertainties~~404 of the Sarbanes-Oxley Act of 2002 (“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

~~COVID~~non-19emerging

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.

~~NOTE~~Use 2.of ~~SUMMARY~~Estimates ~~OF SIGNIFICANT ACCOUNTING POLICIES~~

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

~~10-Q~~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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

~~S-X~~Cash and Cash Equivalents

10The Company considers all short-Kterm investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021.

~~Emerging~~7 ~~Growth Company~~

~~The~~EQUITY ~~Company~~DISTRIBUTION isACQUISITION 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 of 2002 (“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 approvedCORP.

~~non-emerging~~NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

~~Use~~JUNE of30, ~~Estimates~~2022

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

~~Making~~Marketable ~~estimates~~Securities ~~requires~~Held 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 condensed financial statements, which management considered in ~~formulating~~Trust ~~its~~Account 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 condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

~~Cash~~At June 30, 2022, substantially all of the assets held in money market funds invested in U.S. Treasury securities. At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. The Company accounts for its securities held in the Trust Account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Debt and ~~Cash~~Equity ~~Equivalents~~Securities” (“ASC Topic 320”). These securities are classified as trading securities with unrealized gains/losses recognized through net income. From Inception through June 30, 2022, the Company withdrew $433,719 of interest earned on the Trust Account to pay its franchise and income taxes, of which $296,092 was withdrawn during the six months ended June 30, 2022.

~~The~~Class A ~~Company~~Common ~~considers~~Stock ~~all~~Subject ~~short-term investments with an original maturity of three months or less when purchased~~ to bePossible ~~cash~~Redemption ~~equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021.~~

7The 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” (“ASC Topic 480”). Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that 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, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets.

~~Table~~The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of ~~Contents~~redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

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

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)


Class A common stock subject to possible redemption — January 1, 2021	$	414,020,869
Less:
Remeasurement of carrying value to redemption value		(20,869	)

Class A common stock subject to possible redemption — December 31, 2021	$	414,000,000

Plus:
Remeasurement of carrying value to redemption value		481,769

Class A common stock subject to possible redemption — June 30, 2022	$	414,481,769

~~MARCH~~Warrant ~~31,~~Liabilities ~~2022~~

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480 and ASC Topic 815, “Derivatives and Hedging” (~~Unaudited~~“ASC Topic 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC Topic 480, meet the definition of a liability pursuant to ASC Topic 480, and whether the warrants meet all of the requirements for equity classification under ASC Topic 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent balance sheet date thereafter while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

~~Marketable Securities Held~~ paid-in ~~Trust Account~~

capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a

At March 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. The Company accounts for its securities held in the Trust Account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Debt and Equity Securities” (“ASC Topic 320”). These securities are classified as trading securities with unrealized gains/losses recognized through net income. From Inception through March 31, 2022, the Company withdrew $281,342 of interest earned on the Trust Account to pay its franchise and income taxes, of which $143,715 was withdrawn during the three months ended March 31, 2022. non-cash

gain or loss within change in fair value of warrant liability on the condensed statements of operations. The fair value of the warrants were estimated using the publicly traded price of the Company’s warrants (see Note 9).

~~Class A~~Income ~~Common~~Taxes ~~Stock Subject to Possible Redemption~~

The Company ~~accounts~~follows ~~for~~the ~~its~~asset ~~Class A~~and ~~common~~liability ~~stock~~method ~~subject~~of toaccounting ~~possible~~for ~~redemption~~income intaxes ~~accordance~~under ~~with the guidance in~~ ASC Topic ~~480~~740, “~~Distinguishing~~Income ~~Liabilities from Equity~~Taxes” (“ASC Topic ~~480~~740”). ~~Class A~~Deferred ~~common~~tax ~~stock~~assets ~~subject~~and toliabilities ~~mandatory~~are ~~redemption~~recognized isfor ~~classified~~the asestimated afuture ~~liability~~tax ~~instrument~~consequences ~~and~~attributable isto ~~measured~~differences atbetween ~~fair~~the ~~value.~~financial ~~Conditionally~~statements ~~redeemable~~carrying ~~common~~amounts ~~stock~~of ~~(including~~existing ~~common~~assets ~~stock~~and ~~that~~liabilities ~~features~~and ~~redemption~~their ~~rights~~respective ~~that~~tax isbases. ~~either~~Deferred ~~within~~tax ~~the~~assets ~~control~~and ofliabilities ~~the~~are ~~holder~~measured orusing ~~subject~~enacted totax ~~redemption~~rates ~~upon~~expected ~~the~~to ~~occurrence~~apply ofto ~~uncertain~~taxable ~~events~~income ~~not~~in ~~solely within~~ the ~~Company’s~~years ~~control)~~in iswhich ~~classified~~those as temporary ~~equity.~~differences Atare ~~all~~expected ~~other~~to ~~times,~~be ~~common~~recovered ~~stock~~or ~~is classified as stockholders’ equity~~settled. The ~~Company’s~~effect ~~Class A~~on ~~common~~deferred ~~stock~~tax ~~features~~assets ~~certain~~and ~~redemption~~liabilities ~~rights~~of ~~that~~a ~~are~~change ~~considered~~in totax berates ~~outside~~is ofrecognized ~~the~~in ~~Company’s~~income ~~control~~in ~~and~~the ~~subject~~period tothat ~~occurrence~~included ofthe ~~uncertain~~enactment ~~future events~~date. ~~Accordingly,~~Valuation ~~Class A~~allowances ~~common~~are ~~stock~~established, ~~subject~~when ~~to possible redemption is presented at redemption value as temporary equity~~necessary, ~~outside~~to ofreduce ~~the~~deferred ~~stockholders’~~tax ~~deficit~~assets ~~section~~to of the ~~Company’s~~amount ~~condensed~~expected ~~balance~~to ~~sheets~~be realized.

~~The~~8 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. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

AtEQUITY ~~March 31,~~DISTRIBUTION ~~2022~~ACQUISITION ~~and~~CORP. ~~December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:~~

Class A common stock subject to possible redemption — January 1, 2021	$	414,020,869
Less:
Remeasurement of carrying value to redemption value		(20,869	)
Class A common stock subject to possible redemption — December 31, 2021	$	414,000,000
Plus:
Remeasurement of carrying value to redemption value		60,135
Class A common stock subject to possible redemption — March 31, 2022	$	414,060,135

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

~~Warrant~~JUNE ~~Liabilities~~30, 2022

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480 and ASC Topic 815, “Derivatives and Hedging” (~~“ASC Topic 815”~~Unaudited). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC Topic 480, meet the definition of a liability pursuant to ASC Topic 480, and whether the warrants meet all of the requirements for equity classification under ASC Topic 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent balance sheet date thereafter while the warrants are outstanding.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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

~~paid-in~~ma

terial deviation from its position. The Company is subject to income tax examinations by major taxing authorities since

~~non-cash~~ ince

ption.

~~Income~~Our ~~Taxes~~effective tax rate (ETR) from continuing operations was 2.0% and 1.0% for the quarter and six months ended June 30, 2022, respectively, and 0.0% and 0.0% for the quarter and six months ended June 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.

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

8The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share” (“ASC Topic 260”). Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

~~Table~~The calculation of ~~Contents~~diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,653,333 shares of Class A common stock in the aggregate. As of June 30, 2022 and June 30, 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented.

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

~~EQUITY DISTRIBUTION ACQUISITION CORP.~~ share

(in dollars, except per share amounts):

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)


	Three Months Ended June 30, 2022				Three Months Ended June 30, 2021						Six Months Ended June 30, 2022				Six Months Ended June 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
Numerator:
Allocation of net income (loss)	$	5,112,950	$	1,278,238	$	(2,099,173	)		(524,793	)	$	10,671,600	$	2,667,900	$	8,715,006	$	2,178,751
Denominator:
Basic and diluted weighted average shares outstanding		41,400,000		10,350,000		41,400,000			10,350,000			41,400,000		10,350,000		41,400,000		10,350,000

Basic and diluted net income (loss) per common share	$	0.12	$	0.12	$	(0.05	)		(0.05	)	$	0.26	$	0.26	$	0.21	$	0.21

~~MARCH~~9 ~~31, 2022~~

~~(Unaudited)~~EQUITY DISTRIBUTION ACQUISITION CORP.

~~ASC~~NOTES ~~Topic~~TO ~~740~~CONDENSED ~~prescribes~~FINANCIAL aSTATEMENTS ~~recognition~~(CONTINUED) threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

~~Net~~JUNE ~~Income~~30, ~~per~~2022 ~~Common Share~~

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

~~not~~Concentration of Credit Risk

~~The~~Financial ~~following~~instruments ~~table~~that ~~reflects~~potentially subject the ~~calculation~~Company ofto ~~basic~~concentrations ~~and~~of ~~diluted~~credit ~~net~~risk ~~income~~consist ~~per~~of ~~common~~a ~~share~~cash (account in ~~dollars~~a financial institution, ~~except~~which, ~~per~~at ~~share~~times, ~~amounts):~~may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

	Three Months EndedMarch 31, 2022				Three Months EndedMarch 31, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per common share
Numerator:
Allocation of net income	$	5,558,650	$	1,389,662	$	10,814,178	$	2,703,545
Denominator:
Basic and diluted weighted average shares outstanding		41,400,000		10,350,000		41,400,000		10,350,000
Basic and diluted net income per common share	$	0.13	$	0.13	$	0.26	$	0.26

Fair Value of Financial Instruments

9The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10).

~~Table~~Recently ofIssued ~~Contents~~Accounting Standards

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

~~NOTES~~NOTE TO3. ~~CONDENSED~~INITIAL ~~FINANCIAL~~PUBLIC ~~STATEMENTS~~OFFERING ~~(CONTINUED)~~

Pursuant to the Initial Public Offering, the Company sold 41,400,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 5,400,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and

~~MARCH 31, 2022~~ 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 9).

~~(Unaudited)~~NOTE 4. PRIVATE PLACEMENT

~~Concentration~~Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,853,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $10,280,000. Each Private Placement Warrant is exercisable to purchase one share of Class ~~Credit~~A ~~Risk~~common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.

~~Financial~~NOTE instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,0005. ~~The~~RELATED ~~Company~~PARTY ~~has~~TRANSACTIONS ~~not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.~~

~~Fair~~Founder ~~Value~~Shares ~~of Financial Instruments~~

On July 14, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 14,375,000 shares of Class B common stock (the “Founder Shares”). On July 21, 2020, the Company effected a

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short5-~~term nature, except~~ for ~~warrant liabilities (see Note 10).~~ -3

reverse stock split with respect to the Class B common stock and on September 17, 2020, the Company effected a

~~Recently Issued Accounting Standards~~ 1-for-1.2

forward stock split, resulting in the initial stockholders holding an aggregate of 10,350,000 Founder Shares.

~~Management~~10 ~~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 condensed financial statements.~~

~~NOTE~~EQUITY 3.DISTRIBUTION ~~INITIAL~~ACQUISITION ~~PUBLIC~~CORP. ~~OFFERING~~

~~one-third~~NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

~~NOTE~~JUNE 4.30, ~~PRIVATE~~2022 ~~PLACEMENT~~

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,853,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $10,280,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (~~subject to the requirements of applicable law~~Unaudited) ~~and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.~~

The Founder Shares included an aggregate of up to 1,350,000 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would own, on an

~~NOTE 5. RELATED PARTY TRANSACTIONS~~ as-converted

basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, 1,350,000 Founder Shares are no longer subject to forfeiture.

The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or (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

~~Founder Shares~~ 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 stockholders having the right to exchange their common stock for cash, securities or other property.

~~5-for-3~~Promissory Note — Related Party

On June 29, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $2,500,000. The Promissory Note is

1non-~~for-1.2~~interest

bearing and payable on the earlier of (i) September 18, 2022 or (ii) the consummation of a Business Combination. As of June 30, 2022, the outstanding balance under the Promissory Note was $750,000 and the remaining amount available to be drawn was $1,750,000.

10Administrative Support Agreement

~~Table~~The Company entered into an agreement, commencing on September 15, 2020 through the earlier of ~~Contents~~the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space and administrative support services. For each of the three and six months ended June 30, 2022 and 2021, the Company incurred and pai

d $30,000 and

~~EQUITY~~$60,000, ~~DISTRIBUTION~~respectively, ~~ACQUISITION~~in ~~CORP~~fees for these services.

~~NOTES~~Related TOParty ~~CONDENSED~~Loans ~~FINANCIAL STATEMENTS (CONTINUED)~~

~~MARCH~~In 31order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers 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 30, 2022 and December 31, 2021, there were no amounts outstanding under the Working Capital Loans.

~~(Unaudited)~~NOTE 6. COMMITMENTS AND CONTINGENCIES

~~as-converted~~Registration Rights

30Pursuant to a registration and stockholders rights agreement entered into on September 18, 2020, the holders of the shares of common stock issued or issuable upon conversion of any 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 issued upon conversion of the Working Capital Loans) are entitled to registration rights. Certain of the holders of these securities are entitled to make up to an aggregate of three demands that the Company register such securities, excluding short form demands. In addition, the holders will have certain “piggy-~~trading~~back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. However, the registration and stockholders rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Promissory~~11 ~~Note — Related Party~~

~~non-interest~~EQUITY DISTRIBUTION ACQUISITION CORP.

~~Administrative~~NOTES ~~Support~~TO ~~Agreement~~CONDENSED FINANCIAL STATEMENTS (CONTINUED)

~~The~~JUNE ~~Company entered into an agreement~~30, commencing on September 15, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space and administrative support services. For the three months ended March 31, 2022 ~~and 2021, respectively, the Company incurred and paid $30,000 in fees for these services.~~

~~Related~~(Unaudited) ~~Party Loans~~

~~In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company~~Underwriter’s directors and officers 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 March ~~31,~~Agreement ~~2022 and December 31, 2021, there were no amounts outstanding under the Working Capital Loans.~~

~~NOTE~~The 6underwriters are entitled to a deferred fee of $0.35 per ~~COMMITMENTS~~Unit, ~~AND~~or ~~CONTINGENCIES~~$14,490,000 in the aggregate. Subject to the terms of the underwriting agreement, (i) the deferred fee will be placed in the Trust Account and released to the underwriters only upon the completion of a Business Combination and (ii) the deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination. Up to 50% of the deferred underwriting commissions may be paid at the sole discretion of the Company’s management team to the underwriters in the allocations determined by the Company’s management team and/or to third parties not participating in the Initial Public Offering (but who are members of the Financial Industry Regulatory Authority) that assist the Company in consummating its initial Business Combination.

~~Registration~~Legal ~~Rights~~Proceedings

~~Pursuant~~From time to ~~a registration and stockholders rights agreement entered into on September 18~~time, ~~2020,~~ the ~~holders~~Company ofis ~~the~~a ~~shares~~party ofto ~~common stock issued~~ or ~~issuable~~otherwise ~~upon~~involved ~~conversion~~in oflegal ~~any~~proceedings ~~Founder~~arising ~~Shares,~~in ~~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~~normal ~~of the Private Placement Warrants~~ and ~~warrants~~ordinary ~~issued~~course ~~upon conversion~~ of ~~the Working Capital Loans) are entitled to registration rights~~business. ~~Certain~~As of the ~~holders~~date of ~~these~~this ~~securities~~report, ~~are~~the ~~entitled~~Company tois ~~make~~not upaware toof anany ~~aggregate~~proceeding, ofthreatened ~~three~~or ~~demands~~pending, ~~that~~against the Company ~~register such securities~~which, ~~excluding~~if ~~short~~determined ~~form demands. In addition~~adversely, ~~the~~would ~~holders will~~ have ~~certain~~a ~~“piggy-back”~~material ~~registration~~effect ~~rights~~on ~~with~~its ~~respect~~business, tofinancial ~~registration~~position, ~~statements~~results ~~filed subsequent to the consummation~~ of ~~a Business Combination. However~~operations, ~~the~~or ~~registration~~cash and stockholders rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup periodflows. ~~The Company will bear the expenses incurred in connection with the filing of any such registration statements.~~

11NOTE 7. CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

~~Table~~The Company is authorized to issue 500,000,000 shares of ~~Contents~~Class A common stock with a par value of $0.0001 per share. At June 30, 2022 and December 31, 2021, there were 41,400,000 shares of Class A common stock issued and outstanding, which are subject to possible redemption and presented as temporary equity.

~~EQUITY~~NOTE ~~DISTRIBUTION~~8. ~~ACQUISITION~~STOCKHOLDERS’ ~~CORP.~~DEFICIT

~~NOTES~~Preferred ~~TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)~~ 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 designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

~~MARCH 31, 2022~~ Class

~~(Unaudited)~~ B Common Stock

—The Company is authorized to issue 50,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 10,350,000 shares of Class B common stock issued and outstanding.

~~Underwriter~~Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class ~~Agreement~~A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock on the first business day following the completion of a Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, on an

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,490,000 in the aggregate. Subject to the terms of the underwriting agreement, (i) the deferred fee will be placed in the Trust Account and released to the underwriters only upon the completion of a Business Combination and (ii) the deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination. Up to 50% of the deferred underwriting commissions may be paid at the sole discretion of the Company’s management team to the underwriters in the allocations determined by the Company’s management team and/or to third parties not participating in the Initial Public Offering (but who are members of the Financial Industry Regulatory Authority) that assist the Company in consummating its initial Business Combination. as-converted

basis, 20% of the sum of (i) the total number of shares of Class A common stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) 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 completion 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 a Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of working capital loans. In no event will the shares of Class B common stock convert into shares of Class A common stock at a rate of less than one to one.

~~Legal~~NOTE ~~Proceedings~~9. WARRANTS

~~From~~As ~~time~~of toJune 30, ~~time~~2022 and December 31, ~~the~~2021, ~~Company~~there iswere a13,800,000 ~~party~~Public toWarrants oroutstanding ~~otherwise~~and ~~involved~~6,853,333 inPrivate ~~legal~~Placement ~~proceedings~~Warrants ~~arising~~outstanding. inPublic ~~the~~Warrants ~~normal~~may ~~and~~only ~~ordinary~~be ~~course~~exercised for a whole number of ~~business~~shares. AsNo fractional shares will be issued upon exercise of the ~~date~~Public ofWarrants. ~~this~~The ~~report,~~Public Warrants will become exercisable on the ~~Company~~later isof ~~not~~(a) 30 ~~aware~~days after the completion of ~~any~~a ~~proceeding,~~Business ~~threatened~~Combination or ~~pending,~~(b) ~~against~~12 months from the ~~Company~~closing ~~which,~~of ifthe ~~determined~~Initial ~~adversely,~~Public ~~would~~Offering. ~~have~~The aPublic ~~material~~Warrants ~~effect~~will onexpire ~~its~~five ~~business,~~years ~~financial~~after ~~position,~~the ~~results~~completion of ~~operations,~~a Business Combination or ~~cash~~earlier ~~flows~~upon redemption or liquidation.

~~NOTE~~The 7Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the 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, or a valid exemption from registration is available. ~~CLASS~~No warrant will be exercisable and the Company will not be obligated to issue a share of Class A ~~COMMON~~common ~~STOCK~~stock ~~SUBJECT~~upon TOexercise ~~POSSIBLE~~of ~~REDEMPTION~~a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company ishas ~~authorized~~agreed tothat ~~issue~~as ~~500~~soon as practicable,~~000,000~~ ~~shares~~but ofin ~~Class~~no event later than twenty Abusiness ~~common~~days ~~stock~~after ~~with~~the closing of a ~~par~~Business ~~value~~Combination, ofthe ~~$0.0001~~Company ~~per~~will ~~share.~~use Atits ~~March 31,~~commercially ~~2022~~reasonable ~~and~~efforts ~~December 31,~~to ~~2021,~~file ~~there~~with ~~were~~the 41SEC a registration statement for the registration,~~400,000~~ ~~shares~~under the Securities Act, of the Class A common stock ~~issued~~issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and ~~outstanding~~to maintain the effectiveness of such registration statement, ~~which~~and ~~are~~a ~~subject~~current toprospectus ~~possible~~relating thereto, until the expiration or redemption ~~and~~of ~~presented~~the aswarrants ~~temporary~~in ~~equity~~accordance with the provisions of the warrant agreement. If a registration statement

~~NOTE 8. STOCKHOLDERS’ DEFICIT~~ 12

~~Preferred~~EQUITY ~~Stock~~DISTRIBUTION ACQUISITION CORP.

~~Class~~NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

BJUNE ~~Common~~30, ~~Stock~~2022

~~Holders~~(Unaudited) of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.

covering the issuance of the 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, warrant holders may, until such time as~~-converted~~ there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, it will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

~~NOTE~~Redemption 9.of ~~WARRANTS~~warrants when the price per share of Class

~~As of March~~ ~~31,~~A ~~2022~~common ~~and~~stock ~~December 31,~~equals 2021, there were 13,800,000 Public Warrants outstanding and 6,853,333 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or ~~(b)~~exceeds ~~12 months from the closing of the Initial Public Offering~~$18. ~~The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation~~00.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants (except with respect to the Private Placement Warrants):

~~The~~• ~~Company~~in ~~will~~whole ~~not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant~~ and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the 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, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not bein obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. part;

~~The~~• ~~Company~~at ~~has agreed that as soon as practicable, but in no event later than twenty business days after the closing of~~ a ~~Business~~price ~~Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act,~~ of ~~the Class A common stock issuable upon exercise of the warrants~~$0.01 ~~The~~per Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant ~~agreement. If a registration statement~~ ;

12• upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

~~Table~~• if, and only if, the reported last reported sale price of ~~Contents~~the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).

However, in this case, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of our Class A common stock is available throughout the

~~EQUITY DISTRIBUTION ACQUISITION CORP.~~ 30-day

redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. 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.

~~NOTES~~Redemption TOof ~~CONDENSED~~warrants ~~FINANCIAL~~when ~~STATEMENTS~~the ~~(CONTINUED)~~price per share of Class

~~MARCH~~ A ~~31,~~common ~~2022~~stock equals or exceeds $10.00.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

~~(Unaudited)~~• in whole and not in part;

~~covering~~• ~~the~~at ~~issuance~~$0.10 ofper ~~the~~warrant ~~Class A common stock issuable~~ upon ~~exercise~~a minimum of ~~the~~30 ~~warrants~~days’ isprior ~~not~~written ~~effective~~notice ~~by the 60th business day after the closing~~ of aredemption; ~~Business~~provided ~~Combination,~~that ~~warrant~~ holders ~~may, until such time as there is an effective registration statement and during any period when the Company~~ will ~~have~~be ~~failed~~able to ~~maintain an effective registration statement,~~ exercise their warrants on a “cashless basis” inprior ~~accordance~~to ~~with~~redemption ~~Section 3(a)(9)~~and ofreceive ~~the Securities Act or another exemption. In addition, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such~~ that ~~they~~number ~~satisfy the definition~~ of ashares ~~“covered~~based ~~security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so~~ on ~~a “cashless basis” in accordance with Section 3(a)(9) of~~ the ~~Securities~~redemption ~~Act~~date and, in the ~~event~~fair ~~the~~market ~~Company~~value ~~elects~~of ~~to do so, it will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify~~ the ~~shares~~Class ~~under~~A ~~applicable~~common ~~blue sky laws to the extent an exemption is not available.~~ stock;

~~Redemption~~• ofif, ~~warrants~~and ~~when~~only if, the ~~price~~Reference Value equals or exceeds $10.00 per share of(as ~~Class~~adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and

A• ~~common~~if ~~stock~~the ~~equals~~Reference orValue ~~exceeds~~is less than $18.00. per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

•If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in ~~whole~~the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in ~~part;~~no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

•13 ~~at a price of $0.01 per warrant;~~

•EQUITY ~~upon~~DISTRIBUTION ~~not~~ACQUISITION ~~less~~CORP. ~~than 30 days’ prior written notice of redemption to each warrant holder; and~~

•NOTES ~~if,~~TO ~~and~~CONDENSED ~~only~~FINANCIAL ~~if,~~STATEMENTS the reported last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (~~the “Reference Value”~~CONTINUED) ~~equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).~~

JUNE 30~~-day~~, 2022

~~Redemption~~(Unaudited) ~~of warrants when the price per share of Class~~

In addition, if (x) the Company issues additional shares of Class A common stock ~~equals~~or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or ~~exceeds~~effective issue price of less than $9.20 per Class A common (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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a 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 $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants are identical to the 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 salable 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

~~• in whole and not in part;~~non-redeemable

so long as they are held by the initial purchasers 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 ~~at $0.~~10. ~~per~~FAIR ~~warrant~~VALUE MEASUREMENTS 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 Class A common stock;

The Company follows the guidance in ASC Topic 820, “Fair Value Measurement” (“ASC Topic 820”) for its financial assets and liabilities that are

~~• if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and~~re-measured

and reported at fair value at each reporting period, and

• if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.non-financial

assets and liabilities that are

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. re-measured

and reported at fair value at least annually.

13The 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:

Table of Contents


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 the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

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

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)


Description	Level		June 30, 2022		December 31, 2021
Assets:
Marketable securities held in Trust Account		1	$	414,553,775	$	414,127,265
Liabilities:
Warrant Liability – Public Warrants		1	$	1,380,000	$	10,212,000
Warrant Liability – Private Placement Warrants		2	$	685,333	$	5,071,466

The warrants are accounted for as liabilities in accordance with ASC

~~MARCH 31, 2022~~ 815-40

and are presented within warrant liabilities on the condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. As of June 30, 2022 and December 31, 2021, the Public Warrants are classified as Level 1 due to the use of a quoted price in an active market. As of June 30, 2022 and December 31, 2021, the Private Placement Warrants are classified as Level 2 due to the use of a quoted price in an active market for a similar liability.

~~(Unaudited)~~As of June 30, 2022, the fair value of the Private Placement Warrants and Public Warrants was determined to be $0.10 per warrant for aggregate values of approximately $0.7 million and approximately $1.4 million, respectively.

InAs ~~addition, if (x) the Company issues additional shares~~ of ~~Class~~December A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and31, ~~in the case of any such issuance to the Sponsor or its affiliates~~2021, ~~without taking into account any Founder Shares held by~~ the ~~Sponsor~~fair orvalue ~~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~~Private ~~equity~~Placement ~~proceeds,~~Warrants and ~~interest~~Public ~~thereon,~~Warrants ~~available~~was ~~for~~determined the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to ~~the~~be ~~day on which the Company consummates a Business Combination (such price, the “Market Value”) is below~~ $90.2074 per ~~share,~~warrant ~~the~~for ~~exercise~~aggregate ~~price~~values of ~~the~~approximately ~~warrants~~$5.1 million ~~will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value~~ and ~~the~~approximately ~~Newly Issued Price, and the~~ $10.~~00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price~~2 million, respectively.

~~non-redeemable~~NOTE 11. SUBSEQUENT EVENTS

~~NOTE~~The 10Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. ~~FAIR~~Based ~~VALUE MEASUREMENTS~~upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, other than as described below.

~~re-measured~~On August 3, 2022, the board of directors of the Company determined that it is in the best interests of the Company and its stockholders to dissolve and liquidate in accordance with the provisions of Amended and Restated Certificate of Incorporation, due to the Company’s inability to consummate an initial Business Combination by the Liquidation Date.

~~non~~The Company will redeem all of the Public Shares, at a per-~~financial~~share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any).

reNet of taxes, the Company currently expects the per-~~measured~~share redemption price for the Public Shares will be approximately $10.01 and will be paid to record holders of public shares after delivery of their public shares to the Company’s transfer agent, on or after September 19, 2022. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

~~The~~Subject ~~fair~~to ~~value of~~ the ~~Company’s~~terms ~~financial assets and liabilities reflects management’s estimate~~ of ~~amounts that~~ the ~~Company~~underwriting ~~would~~agreement, ~~have received in connection with~~ the ~~sale~~deferred ofunderwriting ~~the~~fee ~~assets~~payable ~~or paid in connection with the transfer~~ of ~~the~~$14,490,000 ~~liabilities~~will inbe anwaived ~~orderly~~by ~~transaction between market participants at~~ the ~~measurement~~underwriters, ~~date.~~due Into ~~connection with measuring~~ the ~~fair value of its assets and liabilities, the~~ Company’s ~~seeks~~inability to ~~maximize~~consummate ~~the~~an ~~use~~initial ofBusiness ~~observable~~Combination ~~inputs~~by ~~(market data obtained from independent sources) and to minimize~~ the ~~use~~Liquidation ~~of unobservable inputs (internal assumptions about how market participants would price assets and liabilities)~~Date. ~~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 the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

~~The~~ITEM ~~following~~2. ~~table presents information about the Company~~MANAGEMENT’sS ~~assets~~DISCUSSION ~~and~~AND ~~liabilities~~ANALYSIS ~~that~~OF ~~are~~FINANCIAL ~~measured~~CONDITION atAND ~~fair~~RESULTS ~~value~~OF ~~on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:~~ OPERATIONS

Description	Level		March 31,2022		December 31,2021
Assets:
Marketable securities held in Trust Account		1	$	414,195,135	$	414,127,265
Liabilities:
Warrant Liability – Public Warrants		1	$	5,520,000	$	10,212,000
Warrant Liability – Private Placement Warrants		2	$	2,741,333	$	5,071,466

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

~~815~~Special Note Regarding Forward-40Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations and the Company’s plans to dissolve and liquidate, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on

As of March 31, 2022, the fair value of the Private Placement Warrants and Public Warrants was determined to be $0.40 per warrant for aggregate values of approximately $2.7 million and approximately $5.5 million, respectively. Form10-K

for the year ended December 31, 2021, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 24, 2022. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at

~~As of December 31, 2021, the fair value of the Private Placement Warrants and Public Warrants was determined to be $0~~www.~~74 per warrant for aggregate values of approximately $5~~sec.~~1 million and approximately $10.2 million, respectively.~~ gov

. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

~~NOTE~~Overview ~~11. SUBSEQUENT EVENTS~~

~~The~~We ~~Company~~are ~~evaluated~~a ~~subsequent~~blank ~~events~~check ~~and~~company ~~transactions~~formed ~~that~~under ~~occurred~~the ~~after~~laws of the ~~balance~~State ~~sheet~~of ~~date~~Delaware upon toJuly 7, 2020 for the ~~date~~purpose ~~that~~of ~~the~~effecting ~~condensed~~a ~~financial~~merger, ~~statements~~capital ~~were~~stock ~~issued.~~exchange, ~~Based~~asset ~~upon~~acquisition, ~~this~~stock ~~review~~purchase, reorganization or other similar Business Combination with one or more businesses. We intended to effectuate our Business Combination using cash from the ~~Company~~proceeds ~~did~~of ~~not~~the ~~identify~~Initial ~~any~~Public ~~subsequent~~Offering ~~events~~and ~~that~~the ~~would~~sale ~~have~~of ~~required~~the ~~adjustment~~Private Placement Warrants, our capital stock, debt or ~~disclosure~~a incombination ~~the~~of ~~condensed~~cash, ~~financial~~stock ~~statements~~and debt.

14The board of directors of the Company has determined that it is in the best interests of the Company and its stockholders to dissolve and liquidate in accordance with the provisions of Amended and Restated Certificate of Incorporation, due to the Company’s inability to consummate an initial Business Combination by September 18, 2022, the Liquidation Date. The Company will redeem all of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any). There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

~~Table~~Results of ~~Contents~~Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 7, 2020 (inception) through June 30, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and the search for a target company for a Business Combination. We do not expect to generate any operating revenues. We generate

~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~non-operating

income in the form of interest income on marketable securities held in the Trust Account. 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.

~~References~~For ~~in this report (~~the ~~“Quarterly~~three ~~Report”)~~months toended ~~“we~~June 30,” ~~“us”~~2022, orwe ~~the~~had ~~“Company”~~a ~~refer~~net toincome ~~Equity~~of ~~Distribution~~$6,391,188, ~~Acquisition~~which ~~Corp.~~consists ~~References~~of tothe ~~our~~change ~~“management”~~in orfair ~~our~~value ~~“management~~of ~~team”~~warrant ~~refer~~liabilities toof ~~our~~$6,196,000, ~~officers~~interest ~~and~~earned ~~directors.~~on ~~References~~marketable tosecurities ~~the~~held ~~“Sponsor”~~in ~~refer~~Trust toAccount ~~Equity~~of ~~Distribution Sponsor~~$544,482 ~~LLC. The following discussion~~ and ~~analysis~~an ofunrealized ~~the~~loss ~~Company’s~~on ~~financial~~marketable ~~condition~~securities ~~and~~held ~~results of operations should be read~~ in ~~conjunction~~Trust ~~with~~Account ~~the~~of ~~financial~~$33,465, ~~statements~~offset ~~and~~by ~~the~~operating ~~notes~~costs ~~thereto~~of ~~contained~~$187,764, ~~elsewhere~~which inare ~~this~~comprised ~~Quarterly~~primarily ~~Report.~~of ~~Certain~~professional ~~information~~fees, ~~contained~~administrative infees ~~the discussion~~ and ~~analysis~~franchise ~~set~~taxes ~~forth~~and ~~below~~a ~~includes~~provision ~~forward-looking~~for ~~statements~~income ~~that~~taxes ~~involve~~of ~~risks and uncertainties~~$128,065.

~~Special~~For ~~Note~~the ~~Regarding~~three ~~Forward-Looking~~months ~~Statements~~ended June 30, 2021, we had a net loss of $2,623,966, which consists of the change in fair value of warrant liabilities of $2,065,333, operating costs of $546,257, which are comprised primarily of professional fees, administrative fees and franchise taxes, and unrealized loss on marketable securities held in Trust Account of $17,475 offset by interest earned on marketable securities held in Trust Account of $5,099.

~~Report~~For the six months ended June 30, 2022, we had a net income of $13,339,500, which consists of the change in fair value of warrant liabilities of $13,218,133 and interest earned on marketable securities held in Trust Account of $722,602, offset by operating costs of $473,170, which are comprised primarily of professional fees, administrative fees and franchise taxes and a provision for income taxes of $128,065.

~~Form10-K~~For the six months ended June 30, 2021, we had net income of $10,893,757, which consists of the change in fair value of warrant liabilities of $12,598,533, interest earned on marketable securities held in Trust Account of $70,188, offset by operating costs of $1,756,087, which are comprised primarily of professional fees, administrative fees and franchise taxes, unrealized loss on marketable securities held in Trust Account of $17,475 and provision for income taxes of $1,402.

~~www.sec.gov~~Liquidity and Capital Resources

~~Overview~~On September 18, 2020, we consummated the Initial Public Offering of 41,400,000 Units at a price of $10.00 per Unit, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 5,400,000 Units, generating gross proceeds of $414,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 6,853,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant in a private placement to our Sponsor, generating gross proceeds of $10,280,000.

We15 are a blank check company formed under the laws of the State of Delaware on July 7, 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 Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.

WeFor ~~expect~~the tosix ~~continue~~months toended ~~incur~~June 30, ~~significant~~2022, ~~costs~~cash used in operating activities was $607,664. Net income of $13,339,500 was attributable to the ~~pursuit~~change in fair value of ~~our~~warrant ~~acquisition~~liabilities ~~plans.~~of We$13,218,133, ~~cannot~~interest ~~assure~~earned ~~you~~on ~~that~~marketable ~~our~~securities ~~plans~~held toin ~~complete~~the aTrust ~~Business~~Account ~~Combination~~of ~~will~~$722,602 beand ~~successful.~~changes in operating assets and liabilities which used $6,429 in cash from operating activities

~~Results~~. ~~of Operations~~

~~non-~~For the six months ended June 30, 2021, cash used in operating activities was $874,919. Net income of $10,893,757 was attributable to the change in fair value of warrant liability of $12,598,533, interest earned on marketable securities held in the Trust Account of $70,188, unrealized loss on marketable securities held in Trust Account of $17,475, and changes in operating assets and liabilities, which provided $882,570 in cash from operating activities.

~~For~~As ~~the~~of ~~three months ended March~~June 3130, 2022, we had acash ~~net~~and ~~income~~marketable securities held in the Trust Account of $6414,~~948~~553,~~312~~775. We may withdraw interest to pay franchise and income taxes. Through June 30, ~~which~~2022, ~~consists~~cash ofwithdrawn from the ~~change~~Trust inAccount ~~fair~~to ~~value~~pay offranchise ~~warrant~~and ~~liabilities~~income oftaxes totaled $7433,~~022~~719,~~133~~ of which $296,092 ~~interest~~was ~~earned~~withdrawn onduring ~~marketable~~the ~~securities~~six ~~held~~months ended June 30, 2022. To the extent that our capital stock or debt is used, in ~~Trust~~whole ~~Account~~or ofin ~~$33~~part,~~465~~ ~~and~~as anconsideration ~~unrealized~~to ~~gain~~complete onour ~~marketable~~Business ~~securities~~Combination, the remaining proceeds held in the Trust Account ofwill ~~$178,120,~~be ~~offset~~used byas ~~operating~~working ~~costs~~capital ofto ~~$285,406,~~finance ~~which~~the ~~are~~operations ~~comprised~~of ~~primarily~~the oftarget ~~professional~~business ~~fees~~or businesses, ~~administrative~~make ~~fees~~other acquisitions and ~~franchise~~pursue ~~taxes~~our growth strategies.

~~For~~As ~~the~~of ~~three months ended March~~June 3130, ~~2021~~2022, we had ~~net~~cash ~~income~~ of $13272,~~517,723,~~545 ~~which~~held ~~consisted~~outside of aour ~~change in fair value of warrant liability of $14,663,866 and interest earned on marketable securities held in~~ Trust Account of $65,089, offset by operating and formation costs of $1,209,830, which are comprised primarily of legal fees, consulting fees, printing fees and franchise taxes, as well as a provision for income taxes of $1,402.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, we may borrow additional amounts under the Promissory Note, under which $1,750,000 remained available to be drawn as of June 30, 2022. The Promissory Note is

~~Liquidity and Capital Resources~~ non-interest

bearing and payable on the earlier of (i) September 18, 2022 or (ii) the consummation of our initial Business Combination.

OnIf ~~September 18~~we fully draw down on the Promissory Note and require additional funds for working capital purposes, ~~2020~~the sponsor, wean ~~consummated~~affiliate of the ~~Initial~~sponsor, ~~Public~~or ~~Offering~~our ofofficers 41and directors may,~~400~~ but are not obligated to,~~000~~ ~~Units~~loan atus asuch ~~price~~additional offunds ~~$10~~as may be required.00 ~~per~~If ~~Unit~~we complete a Business Combination, ~~which~~we ~~includes~~would repay such additional loaned amounts, without interest, upon consummation of the ~~full~~Business ~~exercise~~Combination. byIn the ~~underwriters~~event that a Business Combination does not close, we may use a portion of the ~~over-allotment~~working ~~option~~capital held outside the trust account to ~~purchase~~repay ansuch additional ~~5,400,000~~loaned ~~Units,~~amounts ~~generating~~but ~~gross~~no proceeds offrom ~~$414,000,000.~~our ~~Simultaneously~~trust ~~with~~account ~~the~~would ~~closing~~be ofused ~~the~~for ~~Initial~~such ~~Public~~repayment. ~~Offering~~Up to $1,500,000 weof ~~consummated~~such ~~the~~additional ~~sale~~loans of(if ~~6,853,333~~any) ~~Private~~may ~~Placement~~be ~~Warrants~~convertible into warrants, at a price of $1.50 per ~~Private~~warrant ~~Placement~~at ~~Warrant~~the inoption aof the lender. The warrants would be identical to the private placement warrants, including as to ~~our~~exercise ~~Sponsor~~price, ~~generating~~exercisability ~~gross~~and ~~proceeds~~exercise ofperiod. ~~$10~~Except for the foregoing,~~280,000~~ the terms of such additional loans (if any) have not been determined and no written agreements exist with respect to such loans.

15We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if we do need to raise additional capital and are unable to, then we may be required to take additional measures to conserve liquidity, which could include, but not necessarily include or be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

~~Table of Contents~~Off-Balance

Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered

For the three months ended March 31, 2022, cash used in operating activities was $308,780. Net income of $6,948,312 was attributable to the change in fair value of warrant liabilities of $7,022,133, interest earned on marketable securities held in the Trust Account of $178,120, an unrealized gain on marketable securities held in Trust Account of $33,465 and changes in operating assets and liabilities which used $23,374 in cash from operating activities. off-balance

sheet arrangements as of June 30, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating

For the three months ended March 31, 2021, cash used in operating activities was $249,853. Net income of $13,517,723 was attributable to the change in fair value of warrant liability of $14,663,866, interest earned on marketable securities held in the Trust Account of $65,089, and changes in operating assets and liabilities, which provided $961,379 in cash from operating activities. off-balance

sheet arrangements. We have not entered into any

As of March 31, 2022, we had cash and marketable securities held in the Trust Account of $414,195,135. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account to complete our Business Combination. We may withdraw interest to pay franchise and income taxes. Through March 31, 2022, cash withdrawn from the Trust Account to pay franchise and income taxes totaled $281,342, of which $143,715 was withdrawn during the three months ended March 31, 2022. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. off-balance

sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any

As of March 31, 2022, we had cash of $419,052 held outside of our Trust Account. We intend to use the funds held outside our 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. non-financial

assets.

~~non-interest~~Contractual Obligations

On June 29, 2021, we issued an unsecured promissory note to our Sponsor (the “Promissory Note”), pursuant to which we may borrow up to an aggregate principal amount of $2,500,000. The Promissory Note is

If we fully draw down on the Promissory Note and require additional funds for working capital purposes, the sponsor, an affiliate of the sponsor, or our officers and directors may, but are not obligated to, loan us such additional funds as may be required. If we complete a Business Combination, we would repay such additional loaned amounts, without non-interest, upon consummation of the Business Combination. 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 additional loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such additional loans (if any) 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. Except for the foregoing, the terms of such additional loans (if any) have not been determined and no written agreements exist with respect to such loans.

bearing and payable on the earlier of (i) September 18, 2022 or (ii) the consummation of the Initial Business Combination. As of June 30, 2022, the outstanding balance under the Promissory Note was $750,000 and the remaining amount available to be drawn was $1,750,000.

We do not ~~believe~~have weany ~~will~~long-term ~~need~~debt, tocapital ~~raise~~lease ~~additional~~obligations, ~~funds~~operating inlease ~~order~~obligations toor ~~meet~~long-term ~~the expenditures required for operating our business. However~~liabilities, ifother wethan dothe ~~need~~Promissory toNote ~~raise additional capital~~ and ~~are~~an ~~unable~~agreement to, ~~then~~pay wean ~~may~~affiliate beof ~~required~~the toSponsor ~~take~~a ~~additional~~monthly ~~measures~~fee toof ~~conserve liquidity~~$10,000 ~~which~~for ~~could~~office ~~include,~~space ~~but~~and ~~not~~administrative ~~necessarily~~support ~~include or be limited~~ to, ~~curtailing~~the ~~operations,~~Company. ~~suspending~~We ~~the~~began ~~pursuit~~incurring ofthese afees ~~potential~~on ~~transaction~~September 15, 2020 and ~~reducing~~will ~~overhead~~continue ~~expenses.~~to Weincur ~~cannot~~these ~~provide~~fees ~~any~~monthly ~~assurance~~until ~~that~~the ~~new~~earlier ~~financing~~of ~~will~~the becompletion ~~available~~of tothe usBusiness onCombination ~~commercially~~and ~~acceptable~~the ~~terms,~~Company’s ~~if at all~~liquidation.

~~Off-Balance~~The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,490,000 in the aggregate. Subject to the terms of the underwriting agreement, (i) the deferred fee will be placed in the Trust Account and released to the underwriters only upon the completion of a Business Combination and (ii) the deferred fee will be waived by the underwriters in the event that we do not complete a Business Combination. Up to 50% of the deferred underwriting commissions may be paid at the sole discretion of our management team to the underwriters in the allocations determined by our management team and/or to third parties not participating in the Initial Public Offering (but who are members of the Financial Industry Regulatory Authority) that assist us in consummating its initial Business Combination.

~~off-balance~~Going Concern

In connection with our assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”)

~~off~~2014-~~balance~~15,“Disclosures

of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution, should we be unable to complete a business combination, raises substantial doubt about the our ability to continue as a going concern. We have until September 18, 2022 to consummate a Business Combination. As described below, we will be unable to consummate a Business Combination by the Liquidation Date, and we intend to dissolve and liquidate in accordance with the terms of our Amended and Restated Certificate of Incorporation. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 18, 2022.

~~off-balance~~16

~~non-financial~~Critical Accounting Policies

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

~~non-interest~~Class A Common Stock Subject to Possible Redemption

We doaccount ~~not~~for ~~have~~our ~~any~~shares ~~long-term~~of ~~debt,~~Class A ~~capital~~common ~~lease~~stock ~~obligations,~~subject ~~operating~~to ~~lease~~possible ~~obligations~~redemption orin ~~long-term~~accordance ~~liabilities,~~with ~~other~~the ~~than~~guidance ~~the~~in ~~Promissory~~Accounting ~~Note~~Standards ~~and~~ASC anTopic ~~agreement~~480. Shares of Class A common stock subject to ~~pay~~mandatory anredemption ~~affiliate~~are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the ~~Sponsor~~holder aor ~~monthly~~subject ~~fee~~to redemption upon the occurrence of ~~$10,000~~uncertain ~~for~~events ~~office~~not ~~space~~solely ~~and~~within ~~administrative~~our ~~support~~control) tois ~~the~~classified ~~Company~~as temporary equity. WeAt ~~began~~all ~~incurring~~other ~~these~~times, ~~fees~~common onstock ~~September 15,~~is ~~2020~~classified ~~and~~as ~~will~~stockholders’ ~~continue~~equity. toOur ~~incur~~common ~~these~~stock ~~fees~~features ~~monthly~~certain ~~until~~redemption ~~the~~rights ~~earlier~~that are considered to be outside of ~~the~~our ~~completion~~control and subject to occurrence of uncertain future events. Accordingly, the ~~Business~~Class A ~~Combination~~common ~~and~~stock subject to possible redemption is presented at redemption value as temporary equity, outside of the ~~Company~~stockholders’s ~~liquidation~~equity section of our condensed balance sheets.

~~The underwriters~~Warrant ~~are~~Liabilities entitled to a deferred fee of $0.35 per Unit, or $14,490,000 in the aggregate. Subject to the terms of the underwriting agreement, (i) the deferred fee will be placed in the Trust Account and released to the underwriters only upon the completion of a Business Combination and (ii) the deferred fee will be waived by the underwriters in the event that we do not complete a Business Combination. Up to 50% of the deferred underwriting commissions may be paid at the sole discretion of our management team to the underwriters in the allocations determined by our management team and/or to third parties not participating in the Initial Public Offering (but who are members of the Financial Industry Regulatory Authority) that assist us in consummating its initial Business Combination.

~~Going~~We ~~Concern~~account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480 and ASC Topic 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC Topic 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC Topic 815, including whether the warrants are indexed to our own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent balance sheet date thereafter while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

~~2014~~paid-~~15,~~in

16 non-cash

gain or loss within change in fair value of warrant liability on the statements of operations. The fair value of the warrants was initially estimated using a Monte Carlo Simulation approach. Subsequent measurement of the fair value of the warrants was estimated using the publicly traded price of our warrants.

~~Table~~Net ofIncome ~~Contents~~per Common Share

~~Critical~~Net ~~Accounting~~income ~~Policies~~per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

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

~~Class A~~Management ~~Common~~does ~~Stock~~not ~~Subject~~believe tothat ~~Possible~~any ~~Redemption~~recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

WeItem ~~account for our shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards ASC Topic 480~~3. ~~Shares~~Quantitative ~~of Class A common stock subject to mandatory redemption are classified as a liability instrument~~ and ~~are~~Qualitative ~~measured~~Disclosures atAbout ~~fair~~Market value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, the Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our condensed balance sheets. Risk

We are a smaller reporting company as defined by

~~Warrant Liabilities~~ Rule12b-2

of the Exchange Act and are not required to provide the information otherwise required under this item.

WeItem account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480 and ASC Topic 8154. ~~The~~Controls ~~assessment considers whether the warrants are freestanding financial instruments pursuant to ASC Topic 480, meet the definition of a liability pursuant to ASC 480,~~ and whether the warrants meet all of the requirements for equity classification under ASC Topic 815, including whether the warrants are indexed to our own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent balance sheet date thereafter while the warrants are outstanding. Procedures

~~paid-in~~Evaluation of Disclosure Controls and Procedures

~~non-cash~~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 chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

~~Net~~17 ~~Income per Common Share~~

As required by Rules

Net income per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. 13a-15

and

~~Recent accounting standards~~ 15d-15

under the Exchange Act, our Chief Executive Officer 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 Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules

~~Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.~~ 13a-15(e)

and

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk~~15d-15(e)

under the Exchange Act) were not effective, due to the material weaknesses in our internal control over financial reporting related to the Company’s accounting for complex financial instruments and fair value measurements including accruals of dividend income earned on marketable securities held in Trust Account, described below. 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 condensed financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

~~Rule12b-2~~During the three months ended June 30, 2022, management has identified a material weakness in internal controls related to the accounting for fair value measurements including accruals of dividend income earned on marketable securities held in Trust Account.

~~Item~~Management 4has previously identified a material weakness in internal controls related to the accounting for complex financial instruments. ~~Controls~~While we have processes to identify and ~~Procedures~~appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our condensed financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

~~Evaluation~~Changes ofin ~~Disclosure~~Internal ~~Controls~~Control ~~and~~over ~~Procedures~~Financial Reporting

~~Disclosure~~Other ~~controls~~than ~~are~~as ~~procedures~~disclosed ~~that~~above, ~~are~~there ~~designed~~were ~~with~~no ~~the~~changes ~~objective of ensuring that information required to be disclosed~~ in our ~~reports~~internal ~~filed~~control ~~under~~over ~~the~~financial ~~Exchange~~reporting ~~Act~~during ~~is recorded, processed, summarized, and reported within~~ the ~~time~~most ~~period~~recent ~~specified~~fiscal inquarter ~~the~~that ~~SEC’s~~have ~~rules~~materially ~~and~~affected, ~~forms.~~or ~~Disclosure controls~~ are ~~also~~reasonably ~~designed~~likely ~~with the objective of ensuring that such information is accumulated and communicated~~ to ~~our~~materially ~~management~~affect, ~~including~~our ~~the~~internal ~~chief~~control ~~executive~~over ~~officer and chief~~ financial ~~officer, as appropriate to allow timely decisions regarding required disclosure.~~reporting

17.

~~Table~~PART ofII ~~Contents~~– OTHER INFORMATION

~~13a-15~~Item 1. Legal Proceedings.

~~15d-15~~None.

~~13a-15(e)~~18

~~15d-15(e)~~Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form

Management has identified a material weakness in internal controls related to the accounting for complex financial instruments. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third10-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. K

filed with the SEC on February 24, 2022. Except as disclosed, below, there have been no material changes to the risk factors disclosed in our Annual Report on Form

~~Changes in Internal Control over Financial Reporting~~ 10-K

for the year ended December 31, 2021.

The risk factor disclosure in our Annual Report on Form

There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 10-K

for the year ended December 31, 2021 set forth under the heading “Changes 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” is replaced in its entirety with the following risk factor:

~~PART~~Changes IIin –laws ~~OTHER~~or ~~INFORMATION~~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.

~~Item~~We 1are subject to laws and regulations enacted by national, regional and local governments. ~~Legal~~In ~~Proceedings~~particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial Business Combination, and results of operations.

~~None~~On March 30, 2022, the SEC issued 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. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.

18The risk factor disclosure in our Annual Report on Form 10-K for the year ended December 31, 2021 set forth under the heading “We have identified a material weakness in our internal control over financial reporting as of December 31, 2020. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results” is replaced in its entirety with the following risk factor:

~~Table~~We have identified material weaknesses in our internal control over financial reporting as of ~~Contents~~December 31, 2020 and June 30, 2022. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

~~Item~~Our 1Amanagement is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. ~~Risk~~Our ~~Factors~~management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We have identified a material weakness in our internal control over financial reporting related to the accounting for complex financial instruments. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2021. This material weakness resulted in a material misstatement of our warrant liabilities, change in fair value of warrant liabilities, additional paid-in capital, accumulated deficit and related financial disclosures for the affected periods. For a discussion of management’s consideration of the material weakness identified related to our accounting for a significant and unusual transaction related to the warrants we issued in connection with our initial public offering, see “Note 2” of the financial statements on Form 10-K/A, as filed on December 22, 2021, as well as Part I, Item 4: Controls and Procedures included in this Quarterly Report and Part II, Item 9A: Controls and Procedures included in our Annual Report for the year ended December 31, 2021.

We have identified a material weakness in our internal control over financial reporting related to the Company’s application of ASC 480-10-KS99-3A to its accounting classification of the Public Shares. As a result of this material weakness, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2021. Historically, a portion of the Public Shares were classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Charter. Pursuant to the Company’s re-evaluation of the Company’s application of ASC 480-10-S99-3A to its accounting classification of the Public Shares, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. For a discussion of management’s consideration of the material weakness identified related to the Company’s application of ASC 480-10-S99-3A to its accounting classification of the Public Shares, see “Note 2” to the accompanying financial statements, as well as Part II, Item 9A: Controls and Procedures included in our Annual Report for the year ended December 31, 2021.

~~10-K~~For the three months ended June 30, 2022, we have identified a material weakness in our internal control over financial reporting related to the accounting for fair value measurements including accruals of dividend income earned on marketable securities held in Trust Account. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of June 30, 2022. The Company’s management has introduced additional steps to resolve this issue with respect to the information included in this report for the quarter ended June 30, 2022, and the Company does not believe that amounts reported for prior quarters were affected by this material weakness.

~~Changes~~A inmaterial ~~laws~~weakness oris ~~regulations~~a deficiency, or a ~~failure~~combination toof ~~comply~~deficiencies, ~~with~~in ~~any~~internal ~~laws~~control ~~and~~over ~~regulations,~~financial ~~may~~reporting ~~adversely~~such ~~affect~~that there is a reasonable possibility that a material misstatement of our ~~business~~annual or interim financial statements will not be prevented, ~~including~~or ~~our~~detected ~~ability~~and corrected on a timely basis. Effective internal controls are necessary for us to ~~negotiate~~provide reliable financial reports and ~~complete~~prevent ~~our~~fraud. ~~initial~~We ~~Business~~continue ~~Combination~~to ~~and~~evaluate ~~results~~steps ofto ~~operations~~remediate the material weaknesses. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

WeIf ~~are~~we ~~subject~~identify toany ~~laws~~new ~~and~~material ~~regulations~~weaknesses ~~enacted~~in bythe ~~national~~future, ~~regional~~any ~~and~~such ~~local~~newly ~~governments.~~identified Inmaterial ~~particular,~~weakness wecould ~~will~~limit beour ~~required~~ability to ~~comply~~prevent ~~with~~or ~~certain~~detect ~~SEC~~a ~~and~~misstatement ~~other~~of ~~legal~~our ~~requirements.~~accounts ~~Compliance~~or ~~with,~~disclosures ~~and~~that ~~monitoring~~could ~~of,~~result ~~applicable~~in ~~laws~~a ~~and~~material ~~regulations~~misstatement ~~may~~of beour ~~difficult,~~annual ~~time~~or ~~consuming~~interim ~~and~~financial ~~costly~~statements. ~~Those~~In ~~laws~~such ~~and~~case, ~~regulations~~we ~~and~~may ~~their~~be ~~interpretation~~unable ~~and~~to ~~application~~maintain ~~may~~compliance ~~also~~with ~~change~~securities ~~from~~law ~~time~~requirements toregarding ~~time~~timely ~~and~~filing ~~those~~of ~~changes~~periodic ~~could~~reports ~~have~~in aaddition ~~material~~to ~~adverse~~applicable ~~effect~~stock onexchange ~~our~~listing ~~business~~requirements, ~~investments~~investors ~~and~~may ~~results~~lose ofconfidence ~~operations.~~in Inour ~~addition,~~financial areporting ~~failure~~and toour ~~comply~~stock ~~with~~price ~~applicable~~may ~~laws~~decline oras ~~regulations,~~a asresult. ~~interpreted~~We ~~and~~cannot ~~applied,~~assure ~~could~~you ~~have~~that athe ~~material~~measures ~~adverse~~we ~~effect~~have ontaken ~~our~~to ~~business~~date, ~~including~~or ~~our~~any ~~ability~~measures towe ~~negotiate~~may ~~and~~take ~~complete~~in ~~our~~the ~~initial~~future, ~~Business~~will ~~Combination,~~be ~~and~~sufficient ~~results~~to ofavoid ~~operations.~~potential future material weaknesses.

OnFailure ~~March 30,~~to ~~2022,~~complete ~~the~~our ~~SEC~~initial ~~issued~~Business ~~proposed~~Combination ~~rules~~by ~~relating to~~September 18, ~~among~~2022 ~~other~~will ~~items,~~require ~~enhancing~~us ~~disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable~~ to ~~transactions~~redeem ~~involving~~all ~~shell~~public ~~companies;~~shares 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~~liquidate, ~~extent~~causing toour ~~which~~public ~~SPACs~~stockholders ~~could become subject~~ to ~~regulation~~receive ~~under~~their ~~the~~pro-rata ~~Investment~~share ~~Company Act~~ of ~~1940. These rules, if adopted, whether in~~ the ~~form~~funds ~~proposed~~held or in ~~revised~~trust ~~form, may materially adversely affect our ability to negotiate~~ and ~~complete~~ our ~~initial~~Private ~~business~~Placement ~~combination~~Warrants ~~and~~to ~~may~~expire ~~increase the costs and time related thereto~~worthless.

~~Item~~As 2per our amended and restated certificate of incorporation, we have until September 18, 2022, to complete a Business Combination. ~~Unregistered~~We ~~Sales~~do not expect to be able to find a target business by that deadline and, therefore, our board of ~~Equity~~directors ~~Securities~~has determined that it is in the best interests of the Company and ~~Use~~its stockholders to dissolve and liquidate in accordance with the provisions of ~~Proceeds~~the Amended and Restated Certificate of Incorporation. As we do not expect to complete our initial Business Combination by the above deadline, we plan to: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the us to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the case of liquidation, our Private Placement Warrants will expire worthless.

~~S-1~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On September 18, 2020, we consummated the Initial Public Offering of 41,400,000 Units, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 5,400,000 Units. The Units sold in the Initial Public Offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $414,000,000. Credit Suisse Securities (USA) LLC acted as sole book-running manager. The securities in the offering were registered under the Securities Act on a registration statement on Form

~~333~~S-~~248463~~1

(No.

333-~~248829).~~248463

and

~~Simultaneous with the consummation of the Initial Public Offering and the closing of the over-allotment option, we consummated the private placement of an aggregate of 6,853,~~333 ~~warrants at a price of $1.50 per Private Placement Warrant, generating total proceed of $10,280,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a~~-248829)~~(2) of the Securities Act~~.

The Securities and Exchange Commission declared the registration statement effective on September 15, 2020.

~~The~~Simultaneous ~~Private~~with ~~Placement~~the ~~Warrants~~consummation ~~are~~of ~~identical~~the toInitial Public Offering and the ~~warrants~~closing ~~underlying~~of the ~~Units~~over-allotment ~~sold~~option, inwe consummated the ~~Initial~~private ~~Public~~placement ~~Offering~~of an aggregate of 6,853,333 ~~except~~warrants ~~that~~at ~~the~~a price of $1.50 per Private Placement ~~Warrants~~Warrant, ~~are~~generating ~~not~~total ~~transferable,~~proceed ~~assignable~~of or$10,280,000. ~~salable~~The ~~until~~issuance 30was ~~days~~made ~~after~~pursuant to the ~~completion~~exemption offrom aregistration ~~Business~~contained ~~Combination,~~in ~~subject~~Section 4(a)(2) toof ~~certain~~the ~~limited~~Securities ~~exceptions~~Act.

OfThe ~~the~~Private ~~gross~~Placement ~~proceeds~~Warrants ~~received~~are ~~from~~identical to the ~~Initial~~warrants ~~Public~~underlying ~~Offering,~~ the ~~closing~~Units ofsold in the ~~over-allotment~~Initial ~~option~~Public ~~and~~Offering, except that the Private Placement Warrants, ~~$414~~are not transferable,~~000,000~~ ~~was~~assignable ~~placed~~or insalable until 30 days after the ~~Trust~~completion ~~Account~~of a Business Combination, subject to certain limited exceptions.

WeOf ~~paid~~the agross ~~total~~proceeds ofreceived ~~$8,280,000~~from inthe ~~underwriting~~Initial ~~discounts~~Public ~~and commissions and $641~~Offering,~~063~~ ~~for~~the ~~other~~closing ~~offering~~of ~~costs related to~~ the ~~Initial~~over-allotment ~~Public~~option ~~Offering.~~and ~~In addition,~~ the ~~underwriters~~Private ~~agreed~~Placement toWarrants, ~~defer~~ $14414,~~490~~000,000 inwas ~~underwriting~~placed ~~discounts~~in ~~and~~the ~~commissions~~Trust Account.

~~Item~~We 3paid a total of $8,280,000 in underwriting discounts and commissions and $641,063 for other offering costs related to the Initial Public Offering. ~~Defaults~~In ~~Upon~~addition, ~~Senior~~the ~~Securities~~underwriters agreed to defer $14,490,000 in underwriting discounts and commissions.

~~None~~Item 3. Defaults Upon Senior Securities.

~~Item 4~~None. ~~Mine Safety Disclosures.~~

~~Not~~Item ~~Applicable~~4. Mine Safety Disclosures.

~~Item~~Not 5Applicable. ~~Other Information.~~

~~None~~Item 5. Other Information.

19None.

~~Table~~19 ~~of Contents~~

Item 6.

Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form

10-Q.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), 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—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
104		The cover page from the Company’s Quarterly report on Form 10-Q for the quarter ended ~~March~~June 3130, 2022, has been formatted in Inline XBRL and is included in Exhibits 101.

* Filed herewith. ** Furnished.

**20 ~~Furnished.~~

20SIGNATURES

~~Table~~In accordance with the requirements of ~~Contents~~the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES


	EQUITY DISTRIBUTION ACQUISITION CORP.

Date: August 9, 2022	By:	/s/ William A. Galvin
	Name:	William A. Galvin
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: August 9, 2022	By:	/s/ Philip Tinkler
	Name:	Philip Tinkler
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

In21 ~~accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~

	EQUITY DISTRIBUTION ACQUISITION CORP.
Date: May 4, 2022	By:	/s/ William A. Galvin
	Name:	William A. Galvin
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: May 4, 2022	By:	/s/ Philip Tinkler
	Name:	Philip Tinkler
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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