UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2020~~2021

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

For the transition period from to _________

Commission file number: 001-39895

CLASS ACCELERATION CORP.

(Exact name of registrant as specified in its charter)

Delaware		~~N/A~~85-3032663
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification ~~Number~~No.)
2925 Woodside Road Woodside, CA		94062
2625 Woodside Road Woodside, CA		94062
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 235-4777

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

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

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

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

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

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

The ~~registrant’s~~ ~~shares~~aggregate ~~were~~market ~~not~~value ~~listed~~of onthe ~~any~~Class ~~exchange~~A ~~and~~common stock ~~had~~outstanding, noother ~~value~~than asshares ofheld ~~the~~by ~~last~~persons ~~business~~who ~~day~~may ofbe ~~the~~deemed ~~second~~affiliates ~~fiscal quarter~~ of ~~2020.~~ ~~The~~the registrant’s, ~~units~~computed ~~begin~~by ~~trading~~reference onto the ~~New~~closing price ~~York~~for ~~Stock Exchange on January 15, 2021 and~~ the ~~registrant’s shares of~~ Class A common stock ~~and~~on ~~warrants~~June ~~began~~30, ~~trading~~2021, as reported on the New York Stock Exchange was ~~on March 8~~$250, ~~2021~~728,750.

As of ~~April~~March 816, ~~2021~~2022 there were 25,875,000 shares of Class A common stock, par value $0.0001 per share and 6,468,750 shares of the Company’s Class B common stock, par value $0.0001 per share, of the registrant issued and outstanding.

TABLE OF CONTENTS

		~~PAGE~~	PAGE
Item 1.	Business	1	1
Item 1A.	Risk Factors	17	18
Item 1B.	Unresolved Staff Comments	19	21
Item 2.	Properties	19	21
Item 3.	Legal Proceedings	19	21
Item 4.	Mine Safety Disclosures	19	21
PART II		20	22
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20	22
Item 6.	~~Selected Financial Data~~Reserved	20	22
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21	22
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	23	26
Item 8.	Financial Statements and Supplementary Data	23	26
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	24	26
Item 9A.	Controls and Procedure	24	26
Item 9B.	Other Information	24	28
PART III		25
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		28
Item 10.	Directors, Executive Officers and Corporate Governance	25
PART III			29
Item 11.	Executive Compensation	29
Item 10.	Directors, Executive Officers and Corporate Governance		29
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30
Item 11.	Executive Compensation		34
Item 13.	Certain Relationships and Related Transactions, and Director Independence	31
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		35
Item 14.	Principal Accounting Fees and Services	32
Item 13.	Certain Relationships and Related Transactions, and Director Independence		36
PART IV		33
Item 14.	Principal Accounting Fees and Services		38
Item 15.	Exhibits and Financial Statement Schedules	33
PART IV			39
Item 16.	Form 10-K Summary	33
Item 15.	Exhibits and Financial Statement Schedules		39
Item 16.	Form 10-K Summary		39

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report (as defined below), including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of(as ~~1933~~defined below) and Section 21E of the ~~Securities~~ Exchange Act of(as ~~1934,~~defined ~~or the Exchange Act~~below). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:

●

our ability to complete our initial business combination;

●

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

●

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

●

our potential ability to obtain additional financing to complete our initial business combination;

	●	the ability of our officers and directors to generate a number of potential acquisition opportunities;

	●	our pool of prospective target businesses;

●

the ability of our officers and directors to generate a number of potential acquisition opportunities;

●

our public securities’ potential liquidity and trading;

●

the lack of a market for our securities;

●

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

●

our financial performance; or

●

risks related to the matters set forth in the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies, issued by the Division of Corporation Finance of the SEC on April 12, 2021.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Unless otherwise stated in this Report, or the context otherwise requires, references to:

●

“board of directors” or “board” are to the board of directors of the Company;

●

“Class A common stock” are to our Class A common stock, par value $0.0001 per share;

●

“Class B common stock” are to our Class B common stock, par value $0.0001 per share;

●

“common stock” are to our Class A common stock and our Class B common stock, collectively;

●

“Continental” are to Continental Stock Transfer & Trust Company, trustee of our trust account (as defined below) and warrant agent of our public warrants (as defined below);

●

“DGCL” are to the Delaware General Corporation Law;

●

“DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System;

●

“equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in connection with our initial business combination including but not limited to a private placement of equity or debt;

●

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

●

“FINRA” are to the Financial Industry Regulatory Authority;

●

“founder shares” are to shares of our Class B common stock initially issued to our sponsor in private placements prior to our initial public offering and the shares of our Class A common stock that will be issued upon the automatic conversion of the shares of our Class B common stock at the time of our initial business combination (for the avoidance of doubt, such shares of our Class A common stock will not be “public shares”);

●

“GAAP” are to the accounting principles generally accepted in the United States of America;

●

“IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board;

●

“initial business combination” are to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;

●

“initial public offering” are to the initial public offering that was consummated by the Company on January 20, 2021;

●

“initial stockholders” are to holders of our founder shares prior to our initial public offering;

●

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

●

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

	●	“management” or “management team” are to our executive officers and directors;

	●	“Marcum” are to Marcum LLP, our independent registered public accounting firm.

● “~~Nasdaq~~NYSE” are to the ~~Nasdaq~~New York Stock ~~Market~~Exchange;

●

“PCAOB” are to the Public Company Accounting Oversight Board (United States);

iii

●

“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans, if any;

●

“public shares” are to shares of our Class A common stock sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market);

iii

●

“public stockholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor and each member of our management team’s status as a “public stockholder” will only exist with respect to such public shares;

	●	“public warrants” are to the redeemable warrants sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) and to the private placement warrants if held by a third party other than our sponsor;
	●	“Registration Statement” are to the Form S-1 initially filed with the SEC December 30, 2020, as amended;

● “Report” are to this Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020~~2021;

●

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

●

“SEC” are to the U.S. Securities and Exchange Commission;

●

“Securities Act” are to the Securities Act of 1933, as amended;

●

“second amended and restated certificate of incorporation” are to the second amended and restated certificate of incorporation of the Company;

●

“sponsor” is to Class Acceleration Sponsor LLC, a Delaware limited liability company;

●

“trust account” are to the trust account in which an amount of $258,750,000 ($10.00 per unit) from the net proceeds of the sale of the units and private placement units in the initial public offering was placed following the closing of the initial public offering.

●

“units” are to the units sold in our initial public offering, which consist of one public share and one-half of one public warrant; and

●

“we,” “us,” “Company” or “our Company” are to Class Acceleration Corp.

PART I

Item 1. Business.

Overview

We are ana ~~early-stage~~ blank check company incorporated in Delaware on August 24, 2020 under the name “Class Acquisition Corporation,” whose business purpose is to effect an initial business combination. On November 16, 2020, we changed our name to “Class Acceleration Corp.”

Our management team has extensive experience with acquisitions and consummating business combinations. Led by Michael Moe, our Chief Executive Officer, our management team’s shared vision is owning and building a market-dominant and agile education technology business. Private technology companies are changing the world at an unprecedented pace by establishing new markets, creating new experiences and disrupting legacy industries. This is happening at an accelerated pace in the digital learning industry, driven by the knowledge economy and most recently by COVID-19. We seek to acquire a digital learning leader that benefits from the dual tailwinds of the knowledge economy and the Internet. Digital economics reflect a disproportionate gain to the leaders of a category. Accordingly, we seek leading companies who we believe have both competitive and sustainable advantages. We believe our management team’s significant operating and transaction experience and relationships will continue to provide us with a substantial number of potential initial business combination targets.

The underlying growth fundamentals in the digital learning industry has attracted substantial venture and growth capital over the past 10 years. In 2019, $7 billion was invested in private digital learning companies versus only $500 million in 2010, a 14x increase in nearly a decade. Moreover, globally there are currently approximately 30 privately held digital learning companies with valuations in excess of $1 billion, where none existed only five years ago. Our management team has been investing in the digital learning market for over 10 years, which is why we believe we will be able to identify and source several targets that will meet our stringent acquisition criteria.

Our efforts to identify a prospective initial business combination target are not limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, since our initial public offering, we have capitalized on the ability of our management team to identify, acquire and operate a business or businesses that can benefit from our management team’s established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors, including media and entertainment.

Initial Public Offering

On January 20, 2021, we consummated our initial public offering of 25,875,000 units. Each unit consists of one share of Class A common stock of the Company, par value $0.0001 per share, and one-half redeemable warrant of the Company, with each warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per whole share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $258,750,000.

Simultaneously with the closing of the initial public offering, we completed the private sale of an aggregate of 7,175,000 private placement warrants to our sponsor at a purchase price of $1.00 per private placement warrant, generating gross proceeds of $7,175,000.

A total of $258,750,000, comprised of $253,575,000 of the proceeds from the initial public offering and $5,175,000 of the proceeds of the sale of the private placement warrants was placed in the trust account maintained by Continental, acting as trustee.

If our initial business combination is not consummated by January 20, 2023, then our existence will terminate, and we will distribute all amounts in the trust account.

Acquisition Criteria

We ~~seek~~ are seeking to acquire digital learning leaders that benefit from the dual tailwinds of the knowledge economy and the Internet. Digital economics reflect a disproportionate gain to the leaders of a category. Accordingly, we are seeking leading companies who we believe have both competitive and sustainable advantages. We believe the following general criteria and framework are important in evaluating prospective target businesses, but we may decide to enter into a business combination with a target business that does not meet these criteria and guidelines.

Targets That Can Benefit from our Management Team’s Relationships and Experience. Our efforts to identify a prospective initial business combination target are not limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, since our initial public offering, we have capitalized on the ability of our management team to identify, acquire and operate a business or businesses that can benefit from our management team’s established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors, including media and entertainment. We believe our management’s significant operating and deal-making experience and relationships gives us a number of competitive advantages and will present us with a substantial number of potential business combination targets, particularly in the education media and entertainment industries. The factors we consider include growth prospects, competitive dynamics, opportunities for consolidation and need for capital investment.

High-Growth Markets. We ~~seek~~are seeking out opportunities in faster-growing segments of developed markets and emerging international markets. Our management team has extensive experience operating education media businesses and leading transactions in international markets.

Business with Revenue and Earnings Growth Potential. We ~~seek~~are seeking to acquire one or more businesses that have multiple, diverse potential drivers of revenue and earnings growth.

Companies with Potential for Strong Free Cash Flow Generation. We ~~seek~~are seeking to acquire one or more businesses that have the potential to generate strong and stable free cash flow.

Evaluation Framework

These acquisition criteria are supported by our investment framework which utilizes the “five Ps” which members of our management team have used over their careers to identify and invest in growth businesses. Leveraging decades of investment experience, founding members of our team developed the “five Ps” investment framework — a simple tool we use as part of our evaluation of the thousands of entrepreneurs we meet each year. First shared publicly in Michael Moe’s business best-selling book “Finding the Next Starbucks”, our team leverages this powerful investing framework daily.

People:

When evaluating founders, we not only look at their experiences and strategic strengths, but we also look at the team that they are able to build around them, including key partners, advisors, and early hires.

Product:

We want to support companies that are leaders in what they do, have a proprietary product or service, or better yet, a “one-of-a-kind” type of business, and create substantially better user experiences than existing alternatives.

Potential:

Determining the total future market potential is a pillar of our research and influenced by megatrends as they provide “tailwinds” to accelerate growth. We believe the companies with the most potential are where the biggest problems are — the bigger the problem, the bigger the opportunity.

Predictability:

We are looking for business models that create predictability, whether it’s through recurring revenue or a clear articulation of operating metrics that drive the business. We believe that, as a public company, predictability of result will be critical in meeting expectations.

Purpose:

We think there is a fundamental shift taking place in the best businesses of tomorrow. We believe there is a new “invisible hand” that is aligning economic incentives with purpose and meaning, where we believe the best, most long-term sustainable businesses will drive the highest returns. We believe the greatest companies have equal alliances amongst employees, customers, shareholders, the environment, and the community.

Our management team leverages the above framework, looking for companies that have high impact, provide essential services, and are critical in the transformation of human capital. We intend to acquire companies that have the opportunity to solve some of society’s biggest issues because that’s where we believe the biggest returns will be.

In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and framework, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this Report, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the Securities and Exchange Commission, or the SEC. In evaluating a prospective target business, we have conducted and will continue to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us.

Sourcing of Potential Initial Business Combination Targets

We believe our management team’s significant operating and transaction experience and relationships will continue to provide us with a substantial number of potential initial business combination targets.

Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, the reputation of our management team for integrity and fair dealing with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. In addition, members of our management team have developed contacts from serving on the boards of directors of prominent media companies.

This network has provided our management team with a flow of referrals that has resulted in numerous transactions which were proprietary or where a limited group of investors were invited to participate in the sale process. We believe that the network of contacts and relationships of our management team will continue to provide us important sources of investment opportunities. In addition, target business combination candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions stating that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that only meets some but not all of the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this Report, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

Initial Business Combination

In accordance with the rules of the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to satisfaction of such criteria. Our stockholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective businesses, but if the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a seeking stockholder approval or conducting a tender offer, as applicable. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

We will structure our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or stockholders or for other reasons, but we will only complete such 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. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test.

To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

In evaluating a prospective target business, we have conducted and will continue to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us.

Our Acquisition Process

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion that our initial business combination is fair to our company from a financial point of view from an independent investment banking firm or another independent entity that commonly renders valuation opinions.

Members of our management team directly or indirectly own our common stock and/or private placement warrants, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Delaware law. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Our second amended and restated certificate of incorporation provides that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and it is an opportunity that we are able to complete on a reasonable basis.

~~We currently~~Each doof ~~not~~our ~~have any specific business combination under consideration. Our~~ officers and directors ~~have~~presently ~~neither~~has, and ~~individually~~any ~~identified nor~~of ~~considered~~them ain ~~target~~the ~~business,~~future ~~nor~~may have ~~they~~additional, ~~had~~fiduciary ~~any~~or ~~discussions~~contractual ~~regarding~~obligations ~~possible~~to ~~target~~another ~~businesses~~entity ~~among~~pursuant ~~themselves~~to orwhich ~~with~~such ~~our~~officer ~~underwriters~~ or ~~other~~director ~~advisors.~~is Weor ~~are~~will ~~continuously~~be ~~made~~required ~~aware~~to ofpresent ~~potential~~a business ~~opportunities,~~combination ~~one~~opportunity orto ~~more~~such ofentity. ~~which~~Accordingly, weif ~~may~~any ~~desire~~of our officers or todirectors ~~pursue~~becomes ~~for~~aware of a business combination, ~~but~~opportunity wewhich ~~have~~is ~~not~~suitable ~~(nor~~for ~~has~~an ~~anyone~~entity onto ~~our~~which ~~behalf)~~he ~~contacted~~or ~~any~~she ~~prospective~~has ~~target~~then-current ~~business~~fiduciary or contractual obligations, he or ~~had any~~she ~~substantive~~will ~~discussions,~~honor ~~formal~~his or ~~otherwise,~~her ~~with~~fiduciary ~~respect~~or contractual obligations to apresent such business combination opportunity ~~transaction~~to ~~with~~such ~~our~~other ~~company~~entity, subject to their fiduciary duties under Delaware law. We ~~have~~do not ~~(nor have~~believe, ~~any~~however, ofthat ~~our~~the ~~agents~~fiduciary duties or ~~affiliates)~~contractual ~~been~~obligations ~~approached~~of byour ~~any~~officers ~~candidates (~~or ~~representative~~directors ofwill ~~any~~materially ~~candidates)~~affect ~~with~~our ~~respect~~ability to acomplete ~~possible acquisition~~our ~~transaction~~initial ~~with~~business ~~our company~~combination. Our ~~Additionally,~~second weamended ~~have~~and ~~not,~~restated ~~nor~~certificate ~~has~~of ~~anyone~~incorporation onprovides that we renounce our ~~behalf,~~interest ~~taken~~in any ~~substantive~~business ~~measure,~~combination ~~directly~~opportunity oroffered ~~indirectly,~~ to ~~identify~~any director or ~~locate~~officer ~~any~~unless ~~suitable~~such ~~acquisition~~opportunity ~~candidate~~is ~~for~~expressly ~~us,~~offered ~~nor~~to ~~have~~such weperson ~~engaged~~solely in his or ~~retained~~her ~~any~~capacity ~~agent~~as a director or ~~other~~officer ~~representative to~~of ~~identify~~the orCompany ~~locate~~and ~~any~~it ~~such~~is ~~acquisition~~an ~~candidate~~opportunity that we are able to complete on a reasonable basis.

Status as a Public Company

We believe our structure as a public company makes us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock, shares or other equity interests in the target business for our Class A common stock (or shares of a new holding company) or for a combination of our Class A common stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost-effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with stockholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our structure and our management team’s backgrounds makes us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek stockholder approval of any proposed initial business combination, negatively.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved, If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following January 20, 2026, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the Market Value of our Class A common stock that are held by non-affiliates equals or exceeds $700.0 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following January 20, 2026, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the Market Value of our Class A common stock that are held by non-affiliates equals or exceeds $700.0 million as of the prior June 30^th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30^th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30^th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Financial Position

With funds available in the trust account for a business combination from our initial public offering and the sale of the private placement warrants ~~initially~~ in the amount of $258,~~750~~765,~~000~~402 as of December 31, 2021, before fees and expenses associated with our initial business combination, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth ~~and~~ and expansion of its operations or strengthening its balance sheet by reducing its debt leverage ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the ~~flexibility~~ flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Effecting our Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations, other than searching for our initial business combination, until we consummate our initial business combination. We will effectuate our initial business combination using cash from the proceeds of our initial public offering, the private placements of the private placement warrants, our equity, debt or a combination of these as the consideration to be paid in our initial business combination. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A common stock, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified nor considered a target business, nor have they had any discussions regarding possible target businesses among themselves or with our underwriters or other advisors. We have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to a business combination transaction. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with us. Additionally, we have not, nor has anyone on our behalf, taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate.

We have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business, other than our officers and directors. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination. We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.

Sources of Target Businesses

Our process of identifying acquisition targets leverages our sponsor and our management team’s industry experiences, proven deal sourcing capabilities and broad and deep network of relationships in numerous industries, including executives and management teams, private equity groups and other institutional investors, large business enterprises, lenders, investment bankers and other investment market participants, restructuring advisers, consultants, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. The collective experience, capability and network of our directors and officers, combined with their individual and collective reputations in the investment community, will help to create prospective business combination opportunities.

In addition, target business candidates may be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this report and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

We also expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors. While we have not engaged the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). None of our sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated acquisition of such target by us.

We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors or from making the acquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions stating that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Delaware law.

Evaluation of a Target Business and Structuring of our Initial Business Combination

Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

In any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% fair market value test described above. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination; however, in the event that the business combination does involve more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a seeking stockholder approval or conducting a tender offer, as applicable.

To the extent we effect our business combination with a company or business that may be financially unstable or in its early stages of development or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

In evaluating a prospective target business, we have conducted and will continue to conduct a thorough due diligence review, which will encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination.

Lack of Business Diversification

For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:

●

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and

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cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

Although we closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Stockholders May Not Have the Ability to Approve our Initial Business Combination

We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our second amended and restated certificate of incorporation. However, we will seek stockholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons.

Under the NYSE’s listing rules, stockholder approval would be required for our initial business combination if, for example:

●

we issue shares of common stock that will be equal to or in excess of 20% of the number of our shares of common stock then outstanding (other than in a public offering);

●

any of our directors, officers or substantial stockholders (as defined by the NYSE rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common stock or voting power of 5% or more; or

●

the issuance or potential issuance of common stock will result in our undergoing a change of control.

The decision as to whether we will seek stockholder approval of a proposed business combination in those instances in which stockholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to:

●

the timing of the transaction, including in the event we determine stockholder approval would require additional time and there is either not enough time to seek stockholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

●

the expected cost of holding a stockholder vote;

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the risk that the stockholders would fail to approve the proposed business combination;

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other time and budget constraints of the company; and

●

additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders.

Permitted Purchases of Our Securities

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

Such a purchase may include a contractual acknowledgment that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

The purpose of any such purchases of shares could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our Class A common stock or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our sponsor, officers, directors and/or their affiliates may identify the stockholders with whom our sponsor, officers, directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders (in the case of our Class A common stock) following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such stockholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the stockholder meeting related to our initial business combination. Our sponsor, executive officers, directors, advisors or any of their affiliates will select which stockholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Any purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or their affiliates will not make purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

Redemption Rights for Public Stockholders upon Completion of our Initial Business Combination

We will provide our public stockholders with the opportunity to redeem all or a portion of their Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the completion of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of then outstanding public shares, subject to the limitations described herein. ~~Immediately~~As ~~following our initial public offering (after payment~~ of ~~expenses associated~~December ~~with~~31, ~~our~~2021, ~~initial public offering)~~ the amount in the trust account was approximately $10.00 per public share. The per-share amount we will distribute to investor who properly redeem their shares will not be reduced by the deferred underwriting commissions we will ~~pay~~ pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to ~~validly~~ validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, directors and each member of our management team have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares in connection with (i) the ~~completion~~ completion of our initial business combination and (ii) a stockholder vote to approve an amendment to our second amended and restated ~~certificate~~ certificate of incorporation that would affect the substance or timing of our obligation to allow redemption in connection with our initial ~~business~~ business combination or to redeem 100% of our public shares if we have not completed an initial business combination by January 20, 2023.

Limitations on Redemptions

Our second amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules). However, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A common stock submitted for redemption will be returned to the holders thereof.

Manner of Conducting Redemptions

We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial 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 we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking stockholder approval under SEC rules). Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our shares of outstanding common stock or seek to amend our second amended and restated certificate of incorporation would require stockholder approval. We currently intend to conduct redemptions in connection with a stockholder vote unless stockholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons. So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with the NYSE rules.

10If we hold a stockholder vote to approve our initial business combination, we will, pursuant to our second amended and restated certificate of incorporation:

If we held a stockholder vote to approve our initial business combination, we will, pursuant to our second amended and restated certificate of incorporation:

●

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

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file proxy materials with the SEC.

In the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business combination.

If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holder present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the terms of a letter agreement entered into with us, our sponsor and members of our management team have agreed to vote their founder shares and any public shares purchased during or after our initial public offering, in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders’ founder shares, we would need 9,703,126, or 37.5%, of the 25,875,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved(assuming all issued and outstanding shares are voted). These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will complete our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. In addition, our sponsor, directors and each member of our management team, have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with (i) the completion of a business combination and (ii) a stockholder vote to approve an amendment to our second amended and restated certificate of incorporation that would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination by January 20, 2023.11

If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holder present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the terms of a letter agreement entered into with us, our sponsor and members of our management team have agreed to vote their founder shares and any public shares purchased during or after our initial public offering, in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders’ founder shares, we would need 9,703,125, or 37.5%, of the 25,875,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved(assuming all issued and outstanding shares are voted). These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will complete our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. In addition, our sponsor, directors and each member of our management team, have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with (i) the completion of a business combination and (ii) a stockholder vote to approve an amendment to our second amended and restated certificate of incorporation that would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination by January 20, 2023.

If, however, stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other legal reasons, we will, pursuant to our second amended and restated certificate of incorporation:

●

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

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file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A common stock in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

Our second amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of our Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of our Class A common stock submitted for redemption will be returned to the holders thereof.

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Limitation on Redemption upon Completion of Our Initial Business Combination If We Seek Stockholder Approval

Notwithstanding the foregoing, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our second 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 Exchange Act), will be restricted from seeking redemption rights with respect to any more than 3,881,250 shares of Class A common stock (15% of the shares issued in our initial public offering, which we refer to as the “Excess Shares”). We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in our initial public offering without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights

Public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” are required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using DWAC System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the initial vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short period in which to exercise redemption rights, it is advisable for stockholders to use electronic delivery of their public shares.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the vote on the proposal to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

If our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until January 20, 2023.

Redemption of Public Shares and Liquidation if no Initial Business Combination

Our sponsor, officers and directors have agreed that we will have only until January 20, 2023 to complete an initial business combination. If we have not completed an initial business combination by January 20, 2023, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our 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 our warrants, which will expire worthless if we do not complete an initial business combination by January 20, 2023.

Our sponsor, directors and each member of our management team have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we do not complete an initial business combination by January 20, 2023. However, if our sponsor, director or members of our management team acquire public shares in or after our initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we do not complete an initial business combination by January 20, 2023.

Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our second amended and restated certificate of incorporation that would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination by January 20, 2023, unless we provide our public stockholders with the opportunity to redeem their public shares upon approval of any such amendment 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 us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person.

If we do not consummate our initial business combination by the deadline set forth in our second amended and restated certificate of incorporation, we expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $~~950~~421,~~000~~663 held outside the trust account ~~immediately~~as ~~after our initial public offering (after payment~~ of ~~expenses~~December ~~associated~~31, ~~with our initial public offering)~~2021, although we cannot assure you that there will be sufficient funds for such purpose.

If we were to expend all of the net proceeds of our initial public offering the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.00. Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we have sought and will continue to seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Oppenheimer & Co. will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor have agreed that they will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share, due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our taxes, if any, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor have sufficient funds to satisfy their indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors are required to indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share, due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes, if any, and our sponsor asserts that they are unable to satisfy their indemnification obligations or that they have no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce their indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce their indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.

We have sought and will continue to seek to reduce the possibility that our sponsor has to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. We have access to the amounts held outside the trust accounts ($~~950~~421,~~000~~663 ~~immediately~~held ~~following~~outside ~~our~~the ~~initial~~trust ~~public offering~~account ~~(after~~as ~~payment~~ of ~~expenses~~December ~~associated~~31, ~~with~~2021with ~~our initial public offering) with~~ which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our trust account received by any such stockholder. Because our offering expenses in connection with our initial public offering (including underwriting commissions) exceeded our estimate of $750,000, we funded such excess with funds from the funds not to be held in the trust account. Accordingly, the amount of funds we ~~intend~~intended to hold outside the trust account decreased by approximately $229,456.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within January 20, 2023, may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination by January 20, 2023, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we do not complete our initial business combination by January 20, 2023, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any (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 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. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following January 20, 2023 and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

14Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, and auditors) or prospective target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, we have sought and will continue to seek to have all vendors, service providers (other than our independent auditor), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the trust account is remote. Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

Because we will are complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, and auditors) or prospective target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, we have sought and will continue to seek to have all vendors, service providers (other than our independent auditor), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the trust account is remote. Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

If we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public stockholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our stockholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Our public stockholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete an initial business combination by January 20, 2023, (ii) in connection with a stockholder vote to amend our second amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination by January 20, 2023 or (B) with respect to any other provisions relating to the rights of holders of our Class A common stock, or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public stockholders who redeem their shares of our Class A common stock in connection with a stockholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not completed an initial business combination by January 20, 2023, with respect to such shares of our Class A common stock so redeemed. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights described above. These provisions of our second amended and restated certificate of incorporation, like all provisions of our second amended and restated certificate of incorporation, may be amended with a stockholder vote.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, we have encountered and may continue to encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses is limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

Employees

We currently have three executive officers. These individuals are not obligated to devote any specific number of hours to our matters but they devote as much of their time as they deem necessary to our affairs and intend to continue doing so until we have completed our initial business combination. The amount of time they devote in any time period may vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full time employees prior to the completion of our initial business combination.

Periodic Reporting and Financial Information

Our units, Class A common stock and warrants are registered under the Exchange Act, and we have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, this Report contains financial statements audited and reported on by our independent registered public accountants.

We will provide stockholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to stockholders to assist them in assessing the target business. In all likelihood, these financial statements may be required to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.

We are required to evaluate our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-OxleyAct, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following January 20, 2026, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the Market Value of the shares of our Class A common stock that are held by non-affiliates equals or exceeds $700.0 million as of the prior June 30^th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250million as of the prior June 30^th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30^th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Item 1A. Risk Factors.

As a smaller reporting company, we are not required to include risk factors in this Report. However, below is a partial list of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:

●

On April 12, 2021, the SEC issued a statement with respect to the accounting for warrants issued by special purpose acquisition companies, resulting in the Company determining that the fair value of its warrants should be reclassified as a warrant liability on the Company’s balance sheet as of February 2, 2021. The reclassification and its impact on the Company’s balance sheet may be material;

●

Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination;

●

Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash;

●

Our search for a business combination, and any target business with which we ultimately complete a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic, any worsening of the pandemic or other disease outbreaks and the status of debt and equity markets;

●

We may not be able to complete an initial business combination by January 20, 2023, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless;

●

As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination;

●

Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination;

●

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share;

●

We may not hold an annual meeting of stockholders until after the consummation of our initial business combination;

●

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses and our strategy will be to identify, acquire and build a company in our target investment area, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines;

●

We are not required to obtain an opinion from an independent investment banking firm or another independent entity, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our stockholders from a financial point of view;

●

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us;

●

We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all;

●

We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability;

●

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our stockholders do not agree;

17● We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless;

● WeChanges ~~may~~in belaws ~~unable~~or toregulations ~~obtain additional financing to complete our initial business combination~~ or tohow ~~fund~~such ~~the~~laws ~~operations and growth of a target business, which could compel us to restructure~~ or ~~abandon~~regulations ~~a particular business combination. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that~~ are ~~available~~interpreted for distribution to public stockholders, and our warrants will expire worthless; ● Our initial stockholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support; ● We may engage in a business combination with one or ~~more target businesses that have relationships with entities that may be affiliated with our sponsor~~applied, ~~officers, directors~~ or ~~existing~~a ~~holders~~failure ~~which~~to ~~may~~comply ~~raise potential conflicts of interest; ● Since our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than~~ with ~~respect~~any tolaws ~~public shares they acquired~~ or ~~may acquire during or after our initial public offering)~~regulations, ~~a conflict of interest~~ may ~~arise~~adversely inaffect ~~determining whether a particular business combination target is appropriate for~~ our ~~initial~~ business, ~~combination;~~including ~~● Our executive officers and directors will allocate their time to other businesses and they may participate in other blank check companies similar to ours prior to the announcement of~~ our ~~initial business combination. These conflicts or potential conflicts of interest could have a negative impact on our~~ ability to ~~complete~~negotiate our initial business combination; ● We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise; ● Our ability to successfully effect our initial business combination and tocomplete ~~be successful thereafter will be totally dependent upon the efforts of~~ our ~~key personnel, some of whom may join us following our~~ initial business combination~~. The loss of key personnel could negatively impact the operations and profitability of our post-combination business; ● You will not have any rights or interests in funds from the trust account~~, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss; ● Our sponsor paid an aggregate of $25,000, or approximately $0.004 per founder share, and, ~~accordingly,~~results ~~you will experience immediate and substantial dilution from the purchase~~ of ~~the shares of our Class A common stock~~operations; ● We are not registering the shares of our Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless; ● We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless; ● We are a recently organized company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective; and ● Past performance by our management team, including the businesses referred to herein, may not be indicative of future performance of an investment in us or in the future performance of any business that we may acquire.

~~For the~~● ~~complete~~Our ~~list~~initial ofstockholders ~~risks~~control ~~relating~~a tosubstantial ~~our~~interest ~~operations,~~in ~~see~~us ~~the~~and ~~section~~thus ~~titled~~may ~~“Risk~~exert ~~Factors”~~a ~~contained~~substantial influence on actions requiring a shareholder vote, potentially in ~~our~~a ~~Registration Statement.~~manner that you do not support;

18● We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest;

●

Since our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they acquired or may acquire during or after our initial public offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination;

●

We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after the initial public offering, which may include acting as a financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that will be released from the trust account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the initial public offering, including, for example, in connection with the sourcing and consummation of an initial business combination;

●

Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless;

●

Our executive officers and directors will allocate their time to other businesses and they may participate in other blank check companies similar to ours prior to the announcement of our initial business combination. These conflicts or potential conflicts of interest could have a negative impact on our ability to complete our initial business combination;

●

We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise;

●

Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business;

●

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss;

●

Our sponsor paid an aggregate of $25,000, or approximately $0.004 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of the shares of our Class A common stock;

●

We are not registering the shares of our Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless;

●

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless;

●

Our warrants are accounted for as derivative liabilities and are recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our common stock or may make it more difficult for us to consummate an initial business combination;

●

We are a recently organized company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective; and

●

Past performance by our management team, including the businesses referred to herein, may not be indicative of future performance of an investment in us or in the future performance of any business that we may acquire.

For the complete list of risks relating to our operations, see the section titled “Risk Factors” contained in our Registration Statement; our quarterly report on Form 10-Q for the period ended March 31, 2021, filed with the SEC on July 27, 2021; our quarterly report on Form 10-Q for the period ended June 30, 2021, filed with the SEC on August 23, 2021; and our quarterly report on Form 10-Q for the period ended September 30, 2021, filed with the SEC on January 14, 2022.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties.

Our executive offices are at ~~2925~~2625 Woodside Road, Woodside, CA 94062 and our telephone number is (650) 235-4777. The cost for our use of this space is included in the $10,000 per month fee we pay to our sponsor for office space, administrative and shared personnel support services. We consider our current office space adequate for our current operations.

Item 3. Legal Proceedings.

To the knowledge of our management team, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

Item 4. Mine Safety Disclosures.

Not applicable.

1921

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

(a)

Market Information

Our units, public shares and public warrants are each traded on the New York Stock Exchange under the symbols “CLAS.U,” “CLAS” and CLAS WS,” respectively. Our units commenced public trading on ~~August~~January 2115, ~~2020~~2021, and our public shares and public warrants commenced separate public trading on March 8, 2021.

(b)

Holders

On ~~April~~ 8March 16, ~~2021~~2022, there was one (1) holder of record of our units, one (1) holder of record of our shares of Class A common stock and two (2) holders of record of our warrants.

(c)

Dividends

We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

(d) Securities Authorized for Issuance Under Equity Compensation Plans.

None.

(e)

Recent Sales of Unregistered Securities

None.

(f)

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

(g) Use of Proceeds from the Initial Public Offering

On January 20, 2021, the Company consummated its initial public offering of 25,875,000 units, including 3,375,000 units issued pursuant to the exercise of the underwriters’ over-allotment option in full. Each unit consists of one public share and one-half of one public warrant, with each whole public warrant entitling the holder thereof to purchase one public share for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $258,750,000.

A total of $258,750,000 of the proceeds from the initial public offering (which amount includes $9,056,250 of the underwriters’ deferred discount) and the sale of the private placement warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental, acting as trustee. The proceeds held in the trust account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act.

Item 6. Reserved.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “us,” “our” or “we” refer to Class Acceleration Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included herein.

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Report including, without limitation, statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward- looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a blank check company incorporated in Delaware on August 24, 2020 under the name “Class Acquisition Corporation,” whose business purpose is to effect an initial business combination. On November 16, 2020, we changed our name to “Class Acceleration Corp.”

Results of Operations

~~As of~~Our ~~December~~entire ~~31,~~activity ~~2020,~~since weinception ~~had~~up ~~not~~to ~~commenced~~December ~~any~~31, ~~operations.~~2021 ~~All~~relates to ~~activity~~our ~~for~~formation, the ~~period~~IPO ~~from~~and, ~~August~~since ~~24,~~the ~~2020~~closing ~~(inception)~~of ~~through~~the ~~December 31~~IPO, ~~2020,~~a ~~relates~~search tofor ~~our~~a ~~formation~~Business ~~and~~Combination ~~initial public offering~~candidate. We will not ~~generate~~be generating any operating revenues until ~~after~~ the ~~completion of~~closing aand ~~business~~completion ~~combination, at the earliest. We will generate non-operating income in the form~~ of ~~interest~~our ~~income from the proceeds derived from the~~ initial ~~public~~Business ~~offering~~Combination, ~~and~~at ~~placed in~~ the ~~trust account~~earliest.

For the ~~period~~year ~~from~~ended ~~August 24, 2020 (Inception) through~~ December 31, ~~2020~~2021, we had a net ~~loss~~income of $24,~~840.~~800,787, which Weconsisted ~~incurred~~of $21,~~840~~122,145 ofin formation and operating costs ~~(not~~and ~~charged~~$626,871 ~~against~~in ~~stockholders’~~transaction ~~equity)~~costs in connection with IPO, ~~consisting~~offset ~~mostly~~by $6,534,401 in unrealized gain on change in fair value of ~~general~~warrants and ~~administrative~~$15,402 ~~expenses~~in interest earned on marketable securities held in the Trust Account.

For the period from August 24, 2020 (inception) through December 31, 2020, we had a net loss of $2,840 which consists of formation and operation costs.

Liquidity and Capital Resources

As of December 31, ~~2020~~2021, we had approximately $~~76,602~~0.4 million in ~~cash~~our ~~and~~operating bank aaccount, ~~working~~approximately ~~capital~~$258.8 ~~deficit~~million ofin ~~$73~~our Trust Account,~~920~~ ~~(excluding~~and ~~deferred~~working ~~offering~~capital ~~costs)~~of approximately $0.3 million.

On January 20, 2021, we consummated the initial public offering of 25,875,000 units, including 3,375,000 units pursuant to the exercise of the underwriters’ over-allotment option in full, at $10.00 per unit, generating gross proceeds of $258,750,000.23

~~Simultaneously~~ Except with respect to interest earned on the ~~closing~~funds ofheld in the ~~initial~~Trust Account ~~public~~that ~~offering,~~may webe ~~consummated~~released ~~the~~to ~~sale~~us ofto 7pay our taxes,~~175~~ if any,~~000~~ ~~private~~the ~~placement~~funds ~~warrants~~held atin the Trust Account will not be released until the earliest to occur of (a) ~~price~~the completion of ~~$1.00 per~~the ~~private~~initial ~~placement~~Business ~~warrant~~Combination, (b) the redemption of any public shares properly tendered in connection with a ~~private~~stockholder ~~placement~~vote to amend our second amended and restated certificate of incorporation, and (c) the ~~sponsor~~redemption of all of our public shares if we have not completed the initial Business Combination within 24 months from the closing of the IPO, ~~generating~~subject ~~total~~to ~~gross~~applicable law. The proceeds deposited in the Trust Account could become subject to the claims of $7our creditors,~~175~~ if any,~~000~~ which could have priority over the claims of our public stockholders.

~~Following the~~The ~~closing~~following oftable ~~our~~provides ~~initial~~a ~~public~~summary ~~offering~~of onour ~~January~~net ~~20,~~cash ~~2021,~~flows ~~$258,750,000~~ from ~~the net proceeds of the sale of the units in our initial~~operating, ~~public~~investing, ~~offering~~ and ~~the~~financing ~~sale~~activities offor the ~~private~~year ~~placement~~ended ~~warrants~~December ~~was placed in the trust account maintained by Continental~~31, ~~as trustee~~2021.

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 initial business combination. We may withdraw interest to pay our taxes and liquidation expenses if we are unsuccessful in completing a business combination. We may pay our franchise tax from funds from the initial public offering held outside of the trust account or from interest earned on the funds held in the trust account and released to us for this purpose. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account reduced by our operating expense and franchise taxes. We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial 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.

Net cash used in operating activities	$	(1,072,717	)
Net cash used in investing activities		(258,750,000	)
Net cash provided by financing activities		260,167,778
Net change in cash		345,061
Cash, beginning of the period		76,602
Cash, end of the period	$	421,663

21Prior to the completion of the IPO, our liquidity needs had been satisfied through a payment from the Sponsor of $25,000 for the founder shares, the loan under an unsecured promissory note from the Sponsor of $105,230, and advances from a related party of $100. We fully paid the note to the Sponsor and the related party advances on January 29, 2021.

~~Further, our~~On ~~Sponsor~~January or20, an2021, ~~affiliate~~we ofconsummated the ~~sponsor~~IPO ~~or certain~~ of ~~our officers and directors may~~ 25,875,000 ~~but are not obligated to~~Units, ~~loan~~including ~~us funds as may be required (“Working Capital Loans”). If we complete a business combination~~3,375,000 weUnits ~~would~~pursuant ~~repay~~to the ~~Working~~exercise ~~Capital Loans out~~ of the ~~proceeds~~underwriters’ ofover-allotment ~~the~~option ~~trust~~in ~~account~~full ~~released~~at ~~to us~~$10.00 ~~Otherwise~~per Unit, ~~the~~generating ~~Working~~gross ~~Capital~~proceeds ~~Loans~~of ~~would~~$258,750,000. beSimultaneously ~~repaid~~with ~~only~~the ~~out~~closing of ~~funds held outside~~ the ~~trust account. In the event that a business combination does not close~~IPO, we ~~may~~consummated ~~use~~the asale ~~portion~~ of ~~the working capital held outside the trust account to repay the Working Capital Loans but no proceeds from the trust account would be used to repay the Working Capital Loans. Up to $1~~7,~~500~~175,000 ofPrivate Placement ~~such~~Warrants ~~Working Capital Loans may be convertible into warrants~~ at a price of $1.00 per ~~warrant~~Private atPlacement ~~the~~Warrant ~~option of~~in ~~the~~a ~~lender.~~private ~~The~~placement ~~warrants would be identical~~ to the ~~private placement warrants. At December 31~~Sponsor, ~~2020,~~generating nototal ~~such~~gross ~~Working Capital Loans~~proceeds ~~were~~of ~~outstanding~~$7,175,000.

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

~~Critical~~In addition, in order to finance transaction costs ~~Accounting~~in ~~Policies~~connection with a Business Combination, our Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans. To date, there were no amounts outstanding under any Working Capital Loans.

~~Emerging~~In the future 12 months from the date the financial ~~Growth~~statements ~~Company~~are ~~Status~~issued, we will have to pay for expenses in connection with any Business Combination, accounting fees, audit and review fees, quarterly Delaware franchise tax, and administrative services fees, the aggregate amount may exceed the cash held in the operating bank account as of the date the financial statements are issued. There is no assured funding resource to satisfy our future liquidity needs.

~~The Company~~Based isupon ~~an “emerging growth company,” as defined in Section 2(a) of~~ the ~~Securities~~above ~~Act of 1933~~analysis, asmanagement ~~amended, (the “Securities~~determined ~~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~~these ~~applicable~~conditions toraise ~~other~~substantial ~~public~~doubt ~~companies~~about ~~that~~our ~~are~~ability ~~not emerging growth companies including, but not limited~~ to, ~~not~~continue ~~being~~as ~~required~~a togoing ~~comply~~concern ~~with~~within ~~the~~one ~~auditor~~year ~~attestation~~after ~~requirements of Section 404 of~~ the ~~Sarbanes-Oxley~~ ~~Act,~~date ~~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~~financial ~~parachute~~statements ~~payments~~are ~~not previously approved~~issued.

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

~~Income~~The preparation of the financial statements in ~~Taxes~~conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. We have identified the following as our critical accounting policies:

~~The Company~~Class ~~accounts~~A ~~for~~Common ~~income~~Stock ~~taxes~~Subject under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to bePossible derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.Redemption

~~ASC 740~~The ~~also~~Company ~~clarifies~~accounts ~~the~~for ~~accounting~~its ~~for~~Class ~~uncertainty~~A common stock subject to possible redemption in ~~income~~accordance ~~taxes~~with ~~recognized~~the guidance in anAccounting ~~enterprise’s~~Standards ~~financial~~Codification ~~statements~~(“ASC”) ~~and~~Topic ~~prescribes~~480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a ~~recognition~~liability ~~threshold~~instrument and is ~~measurement~~measured ~~process~~at ~~for~~fair ~~financial~~value. ~~statement~~Conditionally ~~recognition~~redeemable ~~and~~Class ~~measurement~~A ofcommon astock ~~tax~~(including ~~position~~common ~~taken~~stock orthat ~~expected~~feature redemption rights that are either within the control of the holder or subject to beredemption ~~taken~~upon inthe aoccurrence ~~tax~~of ~~return.~~uncertain ~~For~~events ~~those~~not ~~benefits~~solely towithin bethe ~~recognized~~Company’s control) is classified as temporary equity. At all other times, aClass ~~tax~~A ~~position~~common ~~must~~stock beis ~~more-likely-than-not~~classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that is considered to be ~~sustained~~outside ~~upon~~of ~~examination~~the Company’s control and subject to the occurrence byof ~~taxing~~uncertain ~~authorities~~future events. ~~ASC~~Accordingly, ~~740~~Class ~~also~~A ~~provides~~common ~~guidance~~stock onsubject ~~derecognition,~~to ~~classification,~~possible ~~interest~~redemption ~~and~~is ~~penalties,~~presented ~~accounting~~at inredemption ~~interim~~value as temporary ~~period~~equity, ~~disclosure~~outside ~~and~~of ~~transition~~the stockholders’ equity section of the Company’s balance sheet.

2224

The Company recognizes ~~accrued~~changes ~~interest~~in ~~and~~redemption ~~penalties~~value immediately ~~related~~as tothey ~~unrecognized~~occur ~~tax~~and ~~benefits~~adjusts asthe ~~income~~carrying ~~tax~~value ~~expense.~~of ~~There~~redeemable ~~were~~common nostock ~~unrecognized tax~~to ~~benefits~~equal ~~and~~the noredemption ~~amounts~~value ~~accrued~~at ~~for~~the ~~interest~~end ~~and penalties as~~ of ~~December~~each ~~31, 2020~~reporting period. ~~The~~Increases ~~Company~~or isdecreases ~~currently~~in ~~not~~the ~~aware~~carrying amount of ~~any~~redeemable ~~issues under~~common ~~review~~stock ~~that~~are ~~could~~affected ~~result~~by incharges ~~significant~~against ~~payments,~~additional ~~accruals~~paid orin ~~material~~capital and ~~deviation~~accumulated ~~from its position~~deficit.

~~The Company~~Net ~~has~~Income ~~identified~~Per ~~the~~Common ~~United States as its only “major” tax jurisdiction.~~Stock

The Company ~~may~~has betwo ~~subject~~classes of shares, which are referred to ~~potential~~as ~~examination~~Class byA ~~federal~~Common Stock (the “Common Stock”) and ~~state~~Class ~~taxing~~B ~~authorities~~common instock (the ~~areas~~“Founder ofShares”). ~~income~~Earnings and ~~taxes.~~losses ~~These~~are ~~potential examinations~~shared ~~may~~pro ~~include~~rata ~~questioning~~between the ~~timing~~two classes of shares. Public and ~~amount~~private ofwarrants ~~deductions~~to purchase 20,112,500 ~~the~~shares ~~nexus~~ of ~~income~~Common Stock ~~among~~at ~~various~~$11.50 per ~~tax~~share ~~jurisdictions~~were ~~and~~issued ~~compliance with~~on ~~federal~~January ~~and~~20, ~~state~~2021. ~~tax~~At ~~laws~~December 31, 2021, no warrants have been exercised. The 20,112,500 potential common shares for outstanding warrants to purchase the Company’s ~~management~~stock ~~does~~were ~~not~~excluded ~~expect~~from ~~that~~diluted earnings per share for the ~~total~~nine ~~amount~~months ended ofDecember ~~unrecognized~~31, ~~tax~~2021 ~~benefits~~because ~~will~~the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted ~~materially~~net ~~change~~income/(loss) ~~over~~per common share is the ~~next~~same ~~twelve~~as ~~months~~basic net income/(loss) per common share for the period.

~~The provision~~Warrant ~~for income taxes was deemed to be immaterial for the period from August 24, 2020 (inception) through December 31, 2020.~~Liabilities

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. We account for the Public and Private Placement warrants (collectively “Warrants”), as either equity or liability classified instruments based on an assessment of the specific terms of the Warrants and the applicable authoritative guidance. The assessment considers whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control.

Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The Company accounted for the 20,112,500 warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in FASB ASC 815-40. Such guidance provides that, because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

Off-Balance Sheet Arrangements

As of December 31, ~~2020~~2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt -- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -- Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for us and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We are currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

We do not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on our financial statement.

Contractual Obligations

Administrative Service Fee

We have agreed to pay our Sponsor, commencing on the date of the consummation of the IPO, a total of $10,000 per month for office space and administrative support services. Upon completion of the Business Combination or liquidation, we will cease paying these monthly fees.

Underwriters Agreement

The underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, or $9,056,250, held in the Trust Account upon the completion of the initial Business Combination subject to the terms of the underwriting agreement.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Through December 31, ~~2020~~2021, our efforts have been limited to organizational activities, activities relating to our initial public offering and since the initial public offering, the search for a target business with which to consummate an initial business combination. We have engaged in limited operations and have not generated any revenues. We have not engaged in any hedging activities since our inception on August 24, 2020. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

The net proceeds of the initial public offering and the sale of the private placement warrants held in the trust account ~~at J.P. Morgan Chase Bank, N.A.,~~ maintained by Continental, acting as trustee, have been invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Item 8. Financial Statements and Supplementary Data.

Reference is made to pages F-1 through F-1521 comprising a portion of this Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

~~Under the~~Disclosure ~~supervision~~controls and ~~with~~procedures ~~the~~are ~~participation~~controls and ofother ~~our~~procedures ~~management,~~that ~~including~~are ~~our~~designed ~~Chief~~to ~~Executive~~ensure ~~Officer~~that ~~and~~information required to be disclosed in our ~~Chief~~reports ~~Financial~~filed ~~Officer~~or ~~(together,~~submitted under Exchange ~~the~~Act ~~“Certifying~~is ~~Officers”)~~recorded, weprocessed, ~~carried~~summarized ~~out~~and anreported ~~evaluation~~within of the ~~effectiveness~~time ofperiods specified in the ~~design~~SEC’s rules and ~~operation~~forms. ofDisclosure ~~our disclosure~~controls and procedures include, without limitation, controls and procedures asdesigned ~~defined~~to ensure that information required to be disclosed in ~~Rules~~our reports ~~13a-15(e)~~filed ~~and~~or ~~15d-15(e)~~submitted under the Exchange Act. ~~Based~~is onaccumulated ~~the~~and ~~foregoing,~~communicated to our ~~Certifying~~management, ~~Officers concluded~~including ~~that~~ our ~~disclosure~~Chief ~~controls~~Executive Officer and ~~procedures~~Chief ~~were~~Financial ~~effective~~Officer, asto ofallow ~~the~~timely ~~end~~decisions ofregarding ~~the~~required ~~period covered by this Report~~disclosure.

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.26

~~Management~~As required by Rules 13a-15 and 15d-15 under the Exchange Act, our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures under the supervision of our Chief Executive Officer and our Chief Financial Officer and concluded that our disclosure controls and procedures are not effective as of December 31, 2021 because of the identification of a material weakness in our internal control over financial reporting relating to the accounting treatment for complex financial instruments. A material weakness, as defined in the SEC regulations, is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s ~~Report~~ annual or interim financial statements will not be prevented or detected on a ~~Internal~~timely ~~Controls~~basis. ~~over~~In ~~Financial~~light ~~Reporting~~of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. This material weakness resulted in the restatement of the Company’s audited financial statement as of January 20, 2021 and unaudited financial statements as of and for the periods ended March 31, 2021 and June 30, 2021.

~~This~~Management has enhanced our processes to identify ~~Report~~and ~~does~~appropriately ~~not~~apply ~~include~~applicable aaccounting ~~report~~requirements to better evaluate and understand the nuances of ~~management’s~~the ~~assessment~~complex ~~regarding~~accounting ~~internal~~standards that ~~control~~apply ~~over~~to our financial ~~reporting~~statements. orOur anupdated ~~attestation~~processes include providing enhanced access to accounting literature, research materials ~~report~~and ofdocuments and increased communication among our ~~registered~~personnel ~~public~~and ~~accounting~~third-party ~~firm~~professionals ~~due~~with towhom awe ~~transition~~consult ~~period~~regarding ~~established~~complex byaccounting applications. ~~the~~The ~~rules~~elements of ~~the~~our ~~SEC~~remediation ~~for~~plan ~~newly~~can ~~public~~only ~~companies~~be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Management’s Annual Report on Internal Controls over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, (as defined in Rules 13a-15(e) and 15- d-15(e) under the Exchange Act) our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2021. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that our internal control over financial reporting was not effective, due to the material weakness described elsewhere in this Report.

Notwithstanding this material weakness, management has concluded that our audited financial statements included in this Report are fairly stated in all material respects in accordance with GAAP for each of the periods presented therein.

This Report does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

~~N/A.~~We have commenced our remediation efforts in connection with the identification of the material weakness discussed above and have taken the following steps during the year ended December 31, 2021:

We have implemented procedures intended to ensure that we identify and apply the applicable accounting guidance to all complex transactions.

We are establishing additional monitoring and oversight controls designed to ensure the accuracy and completeness of our condensed financial statements and related disclosures.

While we took considerable action to remediate the material weakness, such remediation has not been fully evidenced. Accordingly, we continue to test our controls implemented in the fourth quarter to assess whether our controls are operating effectively. While there can be no assurance, we believe our material weakness will be remediated during the course of fiscal 2022.

Other than the changes discussed above, there have been no changes to our internal control over financial reporting during the year ended December 31, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

24Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

As of the date of this Report, our directors and officers are as follows:

Name	Age	Position
Joseph E. Parsons	6465	Co-Executive Chairman, Treasurer and Director
Robert C. Daugherty	5657	Co-Executive Chairman, Secretary and Director
Michael T. Moe	5859	Chief Executive Officer and Director
Dinghong Chen	4546	Independent Director
Rachael Jarosh	5253	Independent Director
James W. Runcie	5859	Independent Director
Lev Gonick	6162	Independent Director

The experience of our directors and executive officers is as follows:

Joseph E. Parsons ishas been our Co-Executive Chairman and a Director since our inception. Since January 2015, he has served as a managing member of 1913 Ventures LLC, a private investment firm. Between March 2010 and January 2014, he served as a member of the management committee and as an advisor to Bridgewater Associates, where he was a leader in the transition from a founder led organization to an institutional quality enterprise, with specific focus on the recruitment of key talent and the transformation of existing business functions. Previously, between 1997 and 2010, Mr. Parsons served in multiple roles at GE, including as CEO of four business units at GE Capital (GE Global Investment Management; GE Real Estate/Americas; GE Private Equity; and GE e-Business). Earlier in his career, Mr. Parsons held leadership roles at Merrill Lynch, KPMG and Sovereign National Management, advising and structuring transformative acquisitions, leading integration activities and building high performance teams. Mr. Parsons’ board experience includes serving as a director of both public and private companies including KnowledgeShares.Org, Regency Centers Corp. (NYSE:REG), Wine.com and MetaProp NYC (since January 2019). Mr. Parsons also worked frequently with the GE Capital board of directors while at GE. Mr. Parsons is also on the University of Connecticut’s Foundation board of directors. Mr. Parsons holds a B.S. in Finance from the University of Connecticut School of Business and an M.B.A. from the University of Arkansas at Fayetteville. We believe that Mr. Parsons’ experience makes us well suited to identify, source, negotiate and execute an initial business combination.

Robert C. Daugherty ishas been our Co-Executive Chairman and a Director since our inception. Since September 2015, Mr. Daugherty has served as dean of the Forbes School of Business & Technology (FSTB). He is responsible for defining FSTB’s strategic priorities and for providing the resources and management to pursue them. Since 2000, Mr. Daugherty has served as a member of the investment committee for Hudson Pacific Group, a multi-family office focused on value oriented, growth investing. From May 2010 to December 2011, he served as CEO of the Jack Welch Management Institute. From January 2002 to March 2010, Mr. Daugherty was a managing director at Knowledge Investment Partners Education Company LLC, an investment management firm focused on the education sector. Between August 2013 and December 2018, Mr. Daugherty served a five-year term as a Fulbright Scholar Specialist, a program funded by the U.S. State Department with a focus on Africa and the Middle East. Mr. Daugherty also writes a regular column for Forbes China on investing, education and leadership. Mr. Daugherty holds a B.A. in Economics from Harvard University, an M.Phil in Management from the University of Cambridge and an MALS in American Studies from Columbia University. We believe that Mr. Daugherty is well qualified to serve as a director due to his extensive investment and private equity experience.

Michael T. Moe ishas ~~our~~been our Chief Executive Officer and a Director since our inception. Since November 2010, Mr. Moe is the founder and CEO of GSV Asset Management (GSV), a growth focused investment platform based in Silicon Valley. Mr. Moe is an advisor to and on the Investment Committee of the GSV Ventures fund, a fund investing in the emerging education technology sector. GSV Ventures has invested in companies such as Coursera, Course Hero, Photomath, and Guild Education. He is also the co-founder of the ASU GSV Summit conference, a conference in the education sector. Prior to GSV, from June 2001 to September 2008, Mr. Moe was the co-founder and CEO of ThinkEquity Partners LLC, a growth focused investment firm. From 1998 to 2001, he was head of global growth research at Merrill Lynch and was voted to be on the Institutional All American Research Team and named “Best on the Street” by the Wall Street Journal. Mr. Moe is a board member at SharesPost, Whittle Schools, OzyMedia, BookClub.com, a board observer at Coursera and Class Dojo an advisor to TAL Education Group and Arizona State University. Since 2020, Mr. Moe is also chairman of the Center for Education. Since April 2020, he is also the founder of GSV University and GSV MBA, an accredited graduate program for entrepreneurs. Mr. Moe is the author of two books, “Finding the Next Starbucks” and “The Global Silicon Valley Handbook.” Mr. Moe holds a B.A. in Political Science and Economics from the University of Minnesota. Mr. Moe also holds a Chartered Financial Analyst (CFA) designation. We believe that Mr. Moe is well qualified to serve as a director due to his extensive investment and advisory experience.

2529

Dinghong Chen ishas ~~one~~been one of our Directors since January 2021. Ms. Chen was the founder and advisor for FirstLeap Future Leaders Institute, which she founded in April 2008 and which was acquired by TAL Education Group (TAL) in August 2015. Thereafter, Ms. Chen started Joy Education in September 2015, which produced videos of interviews with U.S. teenagers, educators, young entrepreneurs, successful businessmen and businesswomen, community leaders and others to assist the next generation of future entrepreneurs and leaders. Since February 2017, Ms. Chen has served as the U.S. chief investment officer and executive advisor at TAL, supporting TAL’s U.S. investments, business development and strategic partnership development. Since 2016, Ms. Chen has served as a limited partner at Blue Elephant Capital and since 2019 she has also served as a limited partner at EdBeta fund, two early-stage ventures in the China education industry. Earlier in her career, she worked for Ernst & Young and Fortune 500 companies including Microsoft and Verizon. Ms. Chen holds a M.A. from the Indiana University School of Education. Ms. Chen also attended an executive education program at Stanford University in 2015. Ms. Chen is also an author, having published three books, and is a columnist for three magazines. Her writing focuses on parenting and education. We believe that Ms. Chen is well qualified to serve as a director, due to her background in education technology and education technology investments.

Rachael Jarosh ishas been one of our Directors since January 2021. Since 2016, Ms. Jarosh has served as president and CEO of Enactus, a non-profit experiential learning platform dedicated to developing the next generation of entrepreneurial leaders and social innovators. Previously, between 2013 and 2016, Ms. Jarosh founded and operated Isles Strategies, LLC, a consulting firm focused on working with philanthropic organizations. Earlier in her career, Ms. Jarosh held roles as president of the foundation at Pentair plc, where she also led global marketing and communications, a senior counselor in the corporate practice at Carmichael Lynch Spong and an investor relations officer at Supervalu, Inc. (now UNFI) and worked in investment research and banking. She began her career as an attorney in 1991. Since 2020, Ms. Jarosh has served on the ~~board~~ board of directors of Lifetime Brands, Inc. (NASDAQ: LCUT). We believe that Ms. Jarosh is well qualified to serve as a director due to her experience in education technology and in her extensive work in developing entrepreneurs and social innovators.

James W. Runcie ishas ~~one~~been one of our Directors since January 2021. Since 2017, Mr. Runcie has served as the CEO and co-founder of the Education Finance Institute (EFI), a non-profit organization committed to supporting social mobility through the strengthening of post-secondary institutions that serve low-income, first generation and under-resourced students and families. Between 2009 and 2017, Mr. Runcie served as the chief operating officer of Federal Student Aid (FSA), having been appointed by U.S. Secretary of Education Arne Duncan. Earlier in his career, between 1991 and 2009, Mr. Runcie worked in investment banking at major domestic and international financial institutions including UBS, Bank of America and Donaldson, Lufkin & Jenrette. Mr. Runcie has served on several non-profit boards relating to education or youth development. Mr. Runcie is a current board member of the ECMC Group, the Student Freedom Initiative and local community serving organizations. Mr. Runcie is also an investment committee member of the College Board. Mr. Runcie holds an M.B.A. with distinction from Harvard Business School and a B.A. in Mathematics from the College of Holy Cross. We believe that Mr. Runcie is well qualified to serve as a director, due to the combination of his commitment to education and his background in investment banking.

Lev Gonick ishas been one of our Directors since January 2021. Since 2017, Mr. Gonick has served as chief information officer of Arizona State University. Between 2013 and 2017, he served as CEO of OneCommunity, a non-profit organization that accelerates the use of information technology in Northeast Ohio. From 2016 to 2017 he also served as CEO of DigitalC, a civic technology collaboration that advances technology innovation and data for community benefit. Between 2001 and 2013, Mr. Gonick served in multiple roles for California State University, Long Beach, including as vice president for information technology, chief information officer and professor of integrated science and technology. He also serves on the board of directors of ClassEDU (since 2020), State of Arizona Information Technology Advisory Committee (since 2019), Luminance/Magnum (since 2016), Coalition for Local Internet Choice (since 2015) and US Ignite (since 2013). Mr. Gonick holds a Ph.D. in Political Science from York University, Toronto, an M.A. in Political Science from Binghamton University, and a B.A. in Political Science from Ohio State University. We believe that Mr. Gonick is well qualified to serve as a director due to his background in education and extensive leadership experience in information technology.

Number and Terms of Office of Officers and Directors

Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with the NYSE corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on the NYSE. The term of office of the first class of directors, consisting of Ms. Chen and Mr. Gonick, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Ms. Jarosh and Mr. Runcie, will expire at our second annual meeting of the stockholders. The term of office of the third class of directors, consisting of Messrs. Parsons, Daugherty and Moe will expire at our third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we complete our initial business combination.

Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.

Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in our initial public offering, either of our sponsor, upon completion of an initial business combination, will be entitled to nominate individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration rights agreement.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to nominate persons to the offices set forth in our second amended and restated certificate of incorporation as it deems appropriate. Our second amended and restated certificate of incorporation provides that our officers may consist of one or more chairman of the board of directors, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.

Committees of the Board of Directors

Our board of directors has three standing committees: an audit committee, a compensation committee and a corporate governance and nominating committee. Subject to phase-in rules and a limited exception, the rules of the NYSE and Rule 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of the NYSE require that the compensation committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by our board and has the composition and responsibilities described below. The charter of each committee is available on our website at www.classacceleration.com.

Audit Committee

We have established an audit committee of the board of directors. Messrs. Runcie and Gonick, and Ms. Jarosh, serve as members of our audit committee. Our board of directors has determined that each of Messrs. Runcie and Gonick and Ms. Jarosh, ~~are~~is independent under the NYSE listing standards and applicable SEC rules. Mr. Runcie serves as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Runcie qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

The primary functions of the audit committee include:

●

appointing, compensating and overseeing our independent registered public accounting firm;

●

reviewing and approving the annual audit plan for the Company;

●

overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements;

●

discussing the annual audited financial statements and unaudited quarterly financial statements with management and the independent registered public accounting firm;

●

pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

●

appointing or replacing the independent registered public accounting firm;

●

establishing procedures for the receipt, retention and treatment of complaints (including anonymous complaints) we receive concerning accounting, internal accounting controls, auditing matters or potential violations of law;

●

monitoring our environmental sustainability and governance practices;

●

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

●

approving audit and non-audit services provided by our independent registered public accounting firm;

●

discussing earnings press releases and financial information provided to analysts and rating agencies;

●

discussing with management our policies and practices with respect to risk assessment and risk management;

●

reviewing any material transaction between the company and our Co-Executive Chairman and principal financial officer that has been approved in accordance with our Code of Ethics for our officers, and providing prior written approval of any material transaction between us and our President; and

●

producing an annual report for inclusion in our proxy statement, in accordance with applicable rules and regulations.

The audit committee is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.

Compensation Committee

We have established a compensation committee of our board of directors. The members of our compensation committee are Mmes. Chen and Jarosh, and Mr. Gonick. Ms. Chen serves as chairperson of the compensation committee.

Under the NYSE listing standards and applicable SEC rules, we are required to have a compensation committee composed entirely of independent directors. Our board of directors has determined that each of Mmes. Chen and Jarosh, and Mr. Gonick, are independent. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

●

reviewing and approving corporate goals and objectives relevant to our President’s compensation, evaluating our President’s performance in light of those goals and objectives, and setting our President’s compensation level based on this evaluation;

●

setting salaries and approving incentive compensation and equity awards, as well as compensation policies, for all other officers who file reports of their ownership, and changes in ownership, of the Company’s common stock under Section 16(a) of the Exchange Act (the “Section 16 Officers”), as designated by our board of directors;

●

making recommendations to the board with respect to incentive compensation programs and equity-based plans that are subject to board approval;

●

approving any employment or severance agreements with our Section 16 Officers;

●

granting any awards under equity compensation plans and annual bonus plans to our Chief Executive Officer and the Section 16 Officers;

●

approving the compensation of our directors; and

●

producing an annual report on executive compensation for inclusion in our proxy statement, in accordance with applicable rules and regulations.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

Corporate Governance and Nominating Committee

We have established a corporate governance and nominating committee of our board of directors. The members of our corporate governance and nominating committee are Mmes. Jarosh and Chen and Mr. Gonick. Ms. Jarosh serves as chairman of the corporate governance and nominating committee. Under the NYSE listing standards, we are required to have a corporate governance and nominating committee composed entirely of independent directors. Our board of directors has determined that each of Mmes. Jarosh and Chen and Mr. Gonick ~~are~~is independent.

The primary function of the corporate governance and nominating committee include:

●

identifying individuals qualified to become members of the board of directors and making recommendations to the board of directors regarding nominees for election;

●

reviewing the independence of each director and making a recommendation to the board of directors with respect to each director’s independence;

●

developing and recommending to the board of directors the corporate governance principles applicable to us and reviewing our corporate governance guidelines at least annually;

●

making recommendations to the board of directors with respect to the membership of the audit, compensation and corporate governance and nominating committees;

●

overseeing the evaluation of the performance of the board of directors and its committees on a continuing basis, including an annual self-evaluation of the performance of the corporate governance and nominating committee;

●

considering the adequacy of our governance structures and policies, including as they relate to our environmental sustainability and governance practices;

●

considering director nominees recommended by stockholders; and

●

reviewing our overall corporate governance and reporting to the board of directors on its findings and any recommendations.

Guidelines for Selecting Director Nominees

The guidelines for selecting nominees, which are specified in athe corporate governance and nominating committee charter which we have adopted, generally provide that persons to be nominated:

●

should possess personal qualities and characteristics, accomplishments and reputation in the business community;

●

should have current knowledge and contacts in the communities in which we do business and in our industry or other industries relevant to our business;

●

should have the ability and willingness to commit adequate time to the board of directors and committee matters;

●

should demonstrate ability and willingness to commit adequate time to the board of directors and committee matters;

●

should possess the fit of the individual’s skills and personality with those of other directors and potential directors in building a board of directors that is effective, collegial and responsive to our needs; and

●

should demonstrate diversity of viewpoints, background, experience, and other demographics, and all aspects of diversity in order to enable the board to perform its duties and responsibilities effectively, including candidates with a diversity of age, gender, nationality, race, ethnicity, and sexual orientation.

Each year in connection with the nomination of candidates for election to the board of directors, the corporate governance and nominating committee will evaluate the background of each candidate, including candidates that may be submitted by our stockholders.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. We filed a copy of our audit and compensation committee charters as exhibits to the Registration Statement. You can review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Item 11. Executive Compensation.

~~Compensation~~None of our executive officers or directors has ~~Discussion~~received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the NYSE through the earlier of completion of our initial business combination and ~~Analysis~~our liquidation, we will reimburse our sponsor for office space and administrative support services provided to us in the amount of $10,000 per month. In addition, our sponsor, executive officers and directors, or any of their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that are made to our sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination are made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and completing an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.

None of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the NYSE through the earlier of completion of our initial business combination and our liquidation, we will reimburse our sponsor for office space and administrative support services provided to us in the amount of $10,000 per month. In addition, our sponsor, executive officers and directors, or any of their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that are made to our sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination are made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and completing an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We will not take any action to ensure that members of our management team maintain their positions with us after the completion of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the completion of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

The compensation committee has reviewed and discussed this Compensation Discussion and Analysis with management and, based upon its review and discussions, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Report.34

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding the beneficial ownership of our common stock as of ~~April~~March 816, ~~2021~~2022 based on information obtained from the persons named below, with respect to the beneficial ownership of common stock, by:

●

each person known by us to be the beneficial owner of more than 5% of our outstanding common stock;

●

each of our executive officers and directors that beneficially owns our common stock; and

●

all our executive officers and directors as a group.

In the table below, percentage ownership is based on 32,343,750 shares of our common stock, consisting of (i) 25,875,000 shares of our Class A common stock and (ii) 6,468,750 shares of our Class B common stock, issued and outstanding as of ~~April~~March 816, ~~2021~~2022. On all matters to be voted upon, except for the election of directors of the board, holders of the shares of Class A common stock and shares of Class B common stock vote together as a single class. Currently, all of the shares of Class B common stock are convertible into Class A common stock on a one-for-one basis.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this Report.

	Class A Common Stock			Class B Common Stock
Name and Address of Beneficial Owner (1)	Number of Shares of Class A Common Stock Beneficially Owned	Approximate Percentage of Class		Number of Shares of Class B Common Stock Beneficially Owned~~(2)~~	Approximate Percentage of Class		Approximate Percentage of Outstanding Common Stock
Class Acceleration Sponsor LLC (our sponsor) (2)	-	-		6,468,750	100	%	20	%
Joseph E. Parsons (2)	-	-		-	-		-
Robert C. Daugherty (2)	-	-		-	-		-
Michael T. Moe (2)	-	-		-	-		-
Dinghong Chen (3)	-	-		-	-		-
Rachael Jarosh (3)	-	-		-	-		-
James W. Runcie (3)	-	-		-	-		-
Lev Gonick (3)	-	-		-	-		-
All directors and executive officers as a group (7 individuals)	-	-		6,468,750	100	%	20	%
Other 5% Stockholders
Gilder, Gagnon, Howe & Co. LLC (4)	2,841,614	10.98	%	-	-		8.75	%
Glazer Capital, LLC (4)	1,819,664	7.03	%	-	-		5.63	%

less than 1%

(1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Class Acceleration Corp., ~~2925~~2625 Woodside Road, Woodside, CA 94062.

(2)

Our sponsor is the record holder of such shares. Joseph E. Parsons, Robert C. Daugherty and Michael T. Moe are the managing members of our sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

(3)

This individual is a member of our sponsor but does not have voting or dispositive control over the shares held by our sponsor.

(4) According to a Schedule 13G filed on February 814, ~~2021~~2022, ~~Gilder,~~Glazer ~~Gagnon~~Capital, ~~Howe~~LLC &is ~~Co.~~investment ~~LLC,~~manager ~~acquired~~to ~~2,841,614~~certain funds and managed accounts which hold the listed shares. ofMr. ~~Class~~Paul AJ. ~~Common~~Glazer ~~Stock~~is its managing member of Glazer Capital. The address of the business ~~address~~office for ~~the~~each reporting person is ~~475~~250 ~~10th~~West ~~Avenue~~55th Street, Suite 30A, New York, NYNew ~~10018~~York 10019.

3035

Securities Authorized for Issuance under Equity Compensation ~~Table~~Plans

None.

Changes in Control

None.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

On September 22, 2020, our sponsor purchased an aggregate of 6,468,750 founder shares in exchange for a capital contribution of $25,000, or approximately $0.~~0004~~004 per share. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares upon completion of our initial public offering. Up to 843,750 founder shares were subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option was exercised by the underwriters in full or in part. In connection with the underwriters’ full exercise of the over-allotment option on January 20, 2021, no founder shares were forfeited and 843,750 founder shares are no longer subject to forfeiture. The founder shares may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

Simultaneously with the closing of our initial public offering, our sponsor purchased an aggregate of 7,175,000 private placement warrants for a purchase price of $1.00 per warrant, or $7,175,000 in the aggregate, in a private placement that occurred simultaneously with the closing of our initial public offering. Each private placement warrant entitles the holder to purchase one share of our Class A common stock at $11.50 per share, and will expire worthless if we do not consummate an initial business combination by January 20, 2023. The private placement warrants (including the shares of our Class A common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination.

If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. Subject to receiving a fairness opinion, we may pursue an affiliated joint acquisition opportunity with one or more affiliates of our management team, initial stockholders or their affiliates, to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked securities.

We pay our sponsor $10,000 per month for office space and administrative support services, commencing January 15, 2021. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.36

We have paid our sponsor $10,000 per month for office space and administrative support services, since January 15, 2021. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

No compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Prior to the closing of our initial public offering, a portion of the offering expenses were paid from the proceeds of loans from our sponsor pursuant to a promissory note (the “Note”). The Note was non-interest bearing and payable on the earlier of (i) closing of our initial public offering, or (ii) June 30, 2021. The Note was fully repaid on January 20, 2021.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

We have entered into a registration rights agreement pursuant to which our sponsor will be entitled to certain registration rights with respect to the private placement warrants and the shares of our Class A common stock issuable upon exercise of the foregoing and upon conversion of the founder shares.

Policy for Approval of Related Party Transactions

The audit committee of our board of directors adopted a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee is provided with the details of each new, existing or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction and the benefits of the transaction to the company and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction.

Director Independence

NYSE listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Dinghong Chen, Rachael Jarosh, James W. Runcie and Lev Gonick, are “independent directors” as defined in the NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Item 14. Principal Accountant Fees and Services.

The following is a summary of fees paid or to be paid to Marcum, for services rendered.

Audit Fees. Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings. The aggregate fees of Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the ~~year~~years ended December 31, 2021 and December 31, 2020 totaled approximately $101,446 and $25,000, respectively. The aggregate fees of Marcum related to audit services in connection with our initial public offering totaled approximately $40,000. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. During the ~~year~~ years ended December 31, 2021 and December 31, 2020 we did not pay Marcum any audit-related fees.

Tax Fees. We did not pay Marcum for tax services, planning or advice for the ~~year~~years ended December 31, 2021 and December 31, 2020.

All Other Fees. We did not pay Marcum for any other services for the ~~year~~years ended December 31, 2021 and December 31, 2020.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

3238

PART IV

Item 15. Exhibits, Financial Statements and Financial Statement Schedules.

(a)	The following documents are filed as part of this Report:

(1)	Financial Statements
		Page
	Report of Independent Registered Public Accounting Firm	F-2
	Financial Statements:
	Balance Sheet as of December 31, 2020	F-3
	Statement of Operations for the period from August 24, 2020 (inception) through December 31, 2020	F-4
	Statement of Changes in Stockholder’s Equity for the period from August 24, 2020 (inception) through December 31, 2020	F-5
	Statement of Cash Flows for the period from August 24, 2020 (inception) through December 31, 2020	F-6
	Notes to Financial Statements	F-7

(1)

Financial Statements

		Page
Financial Statements of CLASS ACCELERATION CORP.
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets as of December 31, 2021 and December 31, 2020		F-3
Statements of Operations for the year ended December 31, 2021 and for the period from August 24, 2020 (inception) through December 31, 2020		F-4
Statements of Changes in Stockholders’ Equity (Deficit) for the period from August 24, 2020 (inception) through December 31, 2021		F-5
Statements of Cash Flows for the year ended December 31, 2021 and for the period from August 24, 2020 (inception) through December 31, 2020		F-6
Notes to Financial Statements		F-7

(2)

Financial Statements Schedule

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes beginning on F-1 on this Report.

(3)

Exhibits

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference ~~can~~ ~~be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material~~ can ~~also~~ be obtained ~~from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or~~ on the SEC website at www.sec.gov.

Item 16. Form 10-K Summary.

Not applicable.

3339

CLASS ACCELERATION CORP.


		Page
Financial Statements of CLASS ACCELERATION CORP.
Report of Independent Registered Public Accounting Firm (PCAOB ID # 688)		F-2
Balance Sheets as of December 31, 2021 and December 31, 2020		F-3
Statements of Operations for the year ended December 31, 2021 and for the period from August 24, 2020 (inception) through December 31, 2020		F-4
Statements of Changes in Stockholders’ Equity (Deficit) for the period from August 24, 2020 (inception) through December 31, 2021		F-5
Statements of Cash Flows for the year ended December 31, 2021 and for the period from August 24, 2020 (inception) through December 31, 2020		F-6
Notes to Financial Statements		F-7

INDEX TO FINANCIAL STATEMENTS

		Page
Report of Independent Registered Public Accounting Firm		F-2
Financial Statements:
Balance Sheet as of December 31, 2020		F-3
Statement of Operations for the period from August 24, 2020 (inception) through December 31, 2020		F-4
Statement of Changes in Stockholder’s Equity for the period from August 24, 2020 (inception) through December 31, 2020		F-5
Statement of Cash Flows for the period from August 24, 2020 (inception) through December 31, 2020		F-6
Notes to Financial Statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the ~~Shareholder~~Stockholders and Board of Directors of

Class Acceleration ~~Corp.~~Corporation

Opinion on the Financial Statements

We have audited the accompanying balance ~~sheet~~ sheets of Class Acceleration ~~Corp.~~Corporation (the “Company”) as of December 31, 2021 and 2020, the related statements of operations, ~~changes~~ changes in ~~stockholder~~stockholders’s equity (deficit) and cash flows for the year ended December 31, 2021 and for the period from August 24, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and for the period from August 24, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital as of December 31, 2021 are not sufficient to complete its planned activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company'’s management. Our responsibility is to express an opinion on the Company'’s financial statements based on our ~~audit~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("“PCAOB"”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the ~~standards~~ standards of the PCAOB. Those standards require that we plan and perform the ~~audit~~audits to obtain reasonable assurance about whether the financial ~~statements~~ statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audit,~~audits we are required to obtain an understanding of of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company'’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

/s/ Marcum llp

Marcum llp

We have served as the Company’s auditor since 2020.

New York, NY ~~April~~March 1521, ~~2021~~2022

F-2

CLASS ACCELERATION CORP. ~~BALANCE SHEET DECEMBER 31, 2020~~

Assets:
Cash	$	76,602
Deferred offering costs		96,080
Total assets	$	172,682
Liabilities and Stockholder’s Equity
Accrued offering costs and expenses	$	8,732
Due to related parties		56,560
Promissory note – related party		85,230
Total current liabilities		150,522
Commitments and Contingencies
Stockholder’s Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,468,750 shares issued and outstanding (1)		647
Additional paid-in capital		24,353
Accumulated deficit		(2,840	)
Total stockholder’s equity		22,160
Total Liabilities and Stockholder’s Equity	$	172,682

BALANCE SHEETS

(1) Includes up to 843,750 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On January 20, 2021, the underwriters exercised the over-allotment option in full. As a result, the 843,750 shares are no longer subject to forfeiture.

	December 31, 2021			December 31, 2020

Assets
Cash	$	421,663		$	76,602
Due from related party		5,000			—
Prepaid expenses		271,032			—
Deferred offering costs		—			96,080
Total current assets		697,695			172,682
Prepaid expenses, non-current		11,138			—
Marketable securities held in Trust Account		258,765,402			—
Total Assets	$	259,474,235		$	172,682

Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accrued expenses	$	398,086		$	8,732
Due to related party		15,000			56,560
Promissory note - related party		—			85,230
Total current liabilities		413,086			150,522
Warrant liability		10,296,032			—
Deferred underwriting fees		9,056,250			—
Total liabilities		19,765,368			150,522

Commitments and Contingencies (Note 7)
Class A common stock subject to possible redemption, 25,875,000 shares and 0 shares at redemption value at December 31, 2021 and 2020, respectively		258,750,000			—

Stockholders’ Equity (Deficit)
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized, no shares issued and outstanding at December 31, 2021 and 2020, excluding 25,875,000 and 0 shares subject to possible redemption, respectively		—			—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,468,750 shares issued and outstanding at December 31, 2021 and 2020		647			647
Additional paid-in capital		—			24,353
Accumulated deficit		(19,041,780	)		(2,840	)
Total stockholders’ equity (deficit)		(19,041,133	)		22,160

Total Liabilities and Stockholders’ Equity (Deficit)	$	259,474,235		$	172,682

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

F-3

CLASS ACCELERATION CORP. ~~STATEMENT OF OPERATIONS FOR THE PERIOD FROM AUGUST 24, 2020 (INCEPTION) TO DECEMBER 31, 2020~~

Formation and operating costs	$	2,840
Net Loss	$	(2,840	)
Basic and diluted weighted average shares outstanding, Class B (1)		5,625,000
Basic and diluted net loss per share, Class B	$	(0.00	)

STATEMENTS OF OPERATIONS

(1) Excludes up to 843,750 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On January 20, 2021, the underwriters exercised the over-allotment option in full. As a result, the 843,750 shares are no longer subject to forfeiture.

	For the year ended December 31, 2021			For the period from August 24, 2020 (inception) through December 31, 2020
Formation and operating costs	$	1,122,145		$	2,840
Loss from operations		(1,122,145	)		(2,840	)

Other income (expense)
Trust interest income		15,402			—
Warrant issuance costs		(626,871	)		—
Unrealized gain on change in fair value of warrants		6,534,401			—
Total other income		5,922,932			—

Net income (loss)	$	4,800,787		$	(2,840	)

Weighted average shares outstanding of Class A common stock, subject to possible redemption		24,457,192			—
Basic and diluted net income per share, Class A common stock, subject to possible redemption	$	0.16		$	—
Weighted average shares outstanding of Class B common stock		6,422,517			5,625,000
Basic and diluted net income per share, Class B common stock	$	0.16		$	(0.00	)

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

F-4

CLASS ACCELERATION CORP. ~~STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY FOR THE PERIOD FROM AUGUST 24, 2020 (INCEPTION) TO DECEMBER 31, 2020~~

	Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholder’s
	Shares (1)		Amount		Capital		Deficit			Equity
Balance as of August 24, 2020 (inception)		—	$	—	$	—	$	—		$	—
Class B common stock issued to Sponsor		6,468,750		647		24,353		—			25,000
Net loss		—		—		—		(2,840	)		(2,840	)
Balance as of December 31, 2020		6,468,750	$	647	$	24,353	$	(2,840	)	$	22,160

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

~~(1)~~FOR ~~Includes~~THE upPERIOD toFROM ~~843~~AUGUST 24,~~750~~ ~~shares~~2020 ~~of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters~~ (~~see Note 5~~INCEPTION). THROUGH OnDECEMBER ~~January 20~~31, 2021~~, the underwriters exercised the over-allotment option in full. As a result, the 843,750 shares are no longer subject to forfeiture.~~

															Total
	Class A Common Stock				Class B Common Stock				Additional Paid-in			Accumulated			Stockholders’ Equity
	Shares		Amount		Shares		Amount		Capital			Deficit			(Deficit)

Balance as of August 24, 2020 (inception)		-	$	-		-	$	-	$	-		$	-		$	-
Class B common stock issued to Sponsor		-		-		6,468,750		647		24,353			-			25,000
Net loss		-		-		-		-		-			(2,840	)		(2,840	)
Balance as of December 31, 2020		-	$	-		6,468,750	$	647	$	24,353		$	(2,840	)	$	22,160
Sale of 7,175,000 Private Placement Warrants on January 20, 2021, net of fair value of warrant liability		-		-		-		-		1,005,256			-			1,005,256
Remeasurement of Class A common stock subject to possible redemption		-		-		-		-		(1,029,609	)		(23,839,727	)		(24,869,336	)
Net income		-		-		-		-		-			4,800,787			4,800,787
Balance as of December 31, 2021		-	$	-		6,468,750	$	647	$	-		$	(19,041,780	)	$	(19,041,133	)

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

F-5

CLASS ACCELERATION CORP. ~~STATEMENT OF CASH FLOWS FOR THE PERIOD FROM AUGUST 24, 2020 (INCEPTION) TO DECEMBER 31, 2020~~

Cash flows from operating activities:
Net loss	$	(2,840	)
Changes in current assets and liabilities:
Accrued offering costs and expenses		1,382
Net cash from operating activities		(1,458	)
Cash flows from financing activities:
Proceeds from issuance of founder shares		25,000
Proceeds from advances from related parties		28,330
Proceeds from issuance of promissory note to related party		85,230
Payment of deferred offering costs		(60,500	)
Net cash provided by financing activities		78,060
Net change in cash		76,602
Cash, beginning of the period		—
Cash, end of the period		76,602
Supplemental disclosure of cash flow information:
Accrued deferred offering costs	$	7,350
Deferred offering costs paid by related party	$	28,230

STATEMENT OF CASH FLOWS

	For the year Ended December 31, 2021			For the period from August 24, 2020 (inception) through December 31, 2020

Cash flows from Operating Activities:
Net income (loss)	$	4,800,787		$	(2,840	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Warrant issuance costs		626,871			—
Unrealized gain on change in fair value of warrants		(6,534,401	)		—
Interest earned on cash and marketable securities held in Trust Account		(15,402	)		—
Changes in current assets and liabilities
Prepaid expenses		(282,170	)		—
Due from related party		(5,000	)		—
Accrued expenses		378,158			1,382
Due to related party		(41,560	)		—
Net cash used in operating activities		(1,072,717	)		(1,458	)

Cash flows from Investing Activities:
Purchase of Investment held in Trust Account		(258,750,000	)		—
Net cash used in investing activities		(258,750,000	)		—

Cash flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriters’ fees		253,575,000			—
Proceeds from issuance of founder shares		—			25,000
Proceeds from advances from related parties		—			28,330
Proceeds from private placement		7,175,000			—
Proceeds from promissory note to related party		20,000			85,230
Repayment of promissory note to related party		(105,230	)		—
Payment of offering costs		(496,992	)		(60,500	)
Net cash provided by financing activities		260,167,778			78,060

Net change in cash		345,061			76,602
Cash, beginning of the year		76,602			—
Cash, end of the year	$	421,663		$	76,602

Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting commissions charged to additional paid in capital	$	9,056,250		$	—
Initial value of Class A common stock subject to possible redemption	$	258,750,000		$	—
Initial classification of warrant liability	$	16,830,433		$	—
Accrued deferred offering costs	$	—		$	7,350
Deferred offering costs paid by related party	$	—		$	28,230

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

F-6

CLASS ACCELERATION CORP. NOTES TO FINANCIAL ~~STATEENTS DECEMBER 31, 2020~~STATEMENTS

Note 1 — - Organization and Business Operations

Organization and General

Class Acceleration Corp. (the “Company”) is a ~~newly organized~~ blank check company incorporated as a Delaware corporation on August 24, 2020. The Company was originally known as Class Acquisition Corporation. On November 16, 2020, the Company filed an amendment to its amended and restated certificate of incorporation to change its name to Class Acceleration Corp. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to the Business Combination.

The Company ishas anselected ~~early~~December ~~stage~~31 ~~and emerging growth company and,~~ as ~~such,~~its ~~the Company is subject to all of the risks associated with early~~fiscal ~~stage~~year ~~and emerging growth companies~~end.

As of December 31, ~~2020~~2021, the Company had not commenced any operations. All activity for the period from August 24, 2020 (inception) through December 31, ~~2020~~2021 relates to the Company’s formation and the initial public offering (“IPO”), which is described below., and, since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of aits ~~Business~~initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. ~~The~~and ~~Company~~will ~~has~~recognize ~~selected~~changes ~~December 31~~in asthe ~~its~~fair ~~fiscal~~value ~~year~~of ~~end~~the warrant liability as other income (expense).

The Company’s sponsor is Class Acceleration Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

Financing

The registration statement for the Company’s IPO was declared effective on January 14, 2021 (the “Effective Date”). On January 20, 2021, the Company consummated the IPO of 25,875,000 units, including 3,375,000 units pursuant to the exercise of the underwriters’ over-allotment option in full, (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $258,750,000, which is discussed in Note 3 ~~and Note 6~~.

Simultaneously with the closing of the IPO, the Company consummated the sale of 7,175,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating total gross proceeds of $7,175,000, which is described in Note 4.

Transaction costs amounted to $14,~~668~~835,~~643~~ 519 consisting of $5,175,000 of underwriting discount, $9,056,250 of deferred underwriting discount, and $~~437~~604,~~393~~ 269 of other offering costs.

Trust Account

Following the closing of the IPO on January 20, 2021, $258,750,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account, which may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released until the earliest to occur of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any ~~public~~Public ~~shares~~Shares properly tendered in connection with a stockholder vote to amend the Company’s second amended and restated certificate of incorporation, and (c) the redemption of all of the Company’s ~~public~~Public ~~shares~~Shares if the Company has not completed the initial Business Combination within 24 months from the closing of ~~the~~this ~~IPO~~offering (the “Combination Period”), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

F-7

Initial Business Combination

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of ~~the~~ signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Class A common stock upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially anticipated to be approximately $10.00 per public share, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes).

The shares of common stock subject to redemption are ~~will be~~ recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

If the Company has not completed an initial Business Combination within the Combination Period, the Company will redeem 100% of the ~~public shares~~Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding ~~public~~Public ~~shares~~Shares, subject to applicable law, and then seek to dissolve and liquidate.

The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s second amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company does not complete the initial Business Combination within the Combination Period.

The Company’s Sponsor has agreed that they will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent public accountants) for services rendered or products sold to the Company, or by 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 (i) $10.00 per ~~public~~Public ~~share~~Share or (ii) the actual amount per ~~public~~Public ~~share~~Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, 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 IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third -party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. None of the Company’s officers will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Liquidity

At December 31, 2020, the Company had $76,602 in cash and has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. On January 20, 2021, the Company consummated the IPO and private placement generating gross proceeds of $265,925,000. Following the closing of the IPO and private placement, after deducting IPO transaction cost the Company had approximately $258.8 million held in trust and approximately $2 million held in the Company’s bank account available for working capital needs. As of March 31, 2021, the Company had approximately $1.0 million in cash held outside the Trust Account.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

F-8

~~Note 2~~Going ~~—Significant~~Concern ~~Accounting Policies~~Consideration

As of December 31, 2021, the Company had approximately $0.4 million in its operating bank account, and working capital of approximately $0.3 million.

As of December 31, 2021, the Company has neither engaged in any operations nor generated any revenues to date. The Company’s only activities since inception have been organizational activities and those necessary to prepare for the Company’s IPO. Following the IPO, the Company will not generate any operating revenues until after completion of its initial business combination. The Company has generated non-operating income in the form of interest income earned on the trust account balance in the amount of $15,402 which cannot be used for working capital.

The Company expects to incur increased expenses since becoming a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as it conducts due diligence on prospective business combination candidates.

The Company’s Sponsor, or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (see Note 5).

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until January 20, 2023 to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. If a Business Combination is not consummated by January 20, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 20, 2023. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by January 20, 2023.

Based upon the above analysis, management determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.

Risks and Uncertainties

Management continues to evaluate the impact of the 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, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2 - Significant Accounting Policies

Basis of Presentation

The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows.

Emerging Growth Company ~~Status~~

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

F-9

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

Use of Estimates

The preparation of these financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements ~~and the reported amounts of expenses during the reporting period~~. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company ~~did~~had ~~not~~$421,663 ~~have~~and ~~any~~$76,602 in cash, and no cash equivalents as of December 31, 2021 and 2020, respectively.

~~Deferred Offering~~Marketable ~~Costs~~Securities Held in Trust Account

~~Deferred offering~~At ~~costs~~December ~~consist~~31, of2021, ~~accounting~~the ~~and~~assets ~~legal~~held ~~expenses~~in ~~incurred~~the ~~through~~Trust Account ~~the~~were ~~balance~~held ~~sheet~~in ~~date~~treasury ~~that~~funds. ~~were~~All ~~directly~~of ~~related~~the toCompany’s investments held in the ~~IPO and~~Trust ~~that~~Account ~~were~~are ~~charged~~classified toas ~~stockholders’~~trading ~~equity~~securities. Trading ~~upon~~securities are presented on the ~~completion~~balance ofsheet at fair value at the ~~IPO~~end onof ~~January~~each ~~20,~~reporting ~~2021~~period. OnGains ~~January~~and ~~20,~~losses ~~2021,~~resulting ~~offering~~from ~~costs~~the change in ~~the~~fair ~~aggregate~~value of ~~$14,668,643~~investments ~~have~~held ~~been~~in ~~charged~~the toTrust ~~stockholders’~~Account ~~equity~~are ~~(consisting~~included ofin ~~$5,175,000~~interest ofincome ~~underwriting~~in ~~discount,~~the accompanying statement of operations. ~~$9,056,250~~The estimated fair values of ~~deferred~~investments ~~underwriting~~held ~~discount,~~in ~~and~~the ~~$437,393~~Trust ofAccount ~~other~~are ~~offering~~determined ~~costs)~~using available market information.

~~Fair~~The ~~Value~~ carrying value and fair value of ~~Financial~~marketable securities ~~Instruments~~held in the Trust Account on December 31, 2021 are as follows:

The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Carrying

Value

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Fair Value

as of

December 31,

2021

Marketable securities held in Trust Account

258,765,402

Fair Value Measurements

The Company applies ASC Topic 820, “Fair Value Measurement” (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

	●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

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

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

F-10

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

See Note 6 for additional information on assets and liabilities measured at fair value.

Concentration of Credit Risk

Financial 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 Coverage of $250,000. At December 31, 2021 and 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the 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’ equity section of the Company’s balance sheet.

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

Net Income Per Common Stock

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 20,112,500 shares of common stock at $11.50 per share were issued on January 20, 2021. At December 31, 2021, no warrants have been exercised. The 20,112,500 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the year ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period.

F-11

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock:

	For the year ended December 31, 2021				For the period from August 24, 2020 (inception) through December 31, 2020
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	3,802,295	$	998,492	$	—	$	(2,840	)

Denominator:
Weighted-average shares outstanding		24,457,192		6,422,517		—		5,625,000

Basic and diluted net income per share	$	0.16	$	0.16	$	—	$	(0.00	)

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of underwriting fees and professional and registration fees incurred through the balance sheet date.

FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A common stock.

The Company incurred offering costs amounting to $14,835,519 as a result of the IPO consisting of a $5,175,000 underwriting discount, $9,056,250 of deferred underwriting discount, and $604,269 of other offering costs. The Company recorded $14,208,648 of offering costs as a reduction of temporary equity in connection with the Class A common stock included in the Units. The Company immediately expensed $626,871 of offering costs in connection with the Warrants that were classified as liabilities.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. ~~For~~Derivative ~~derivative financial~~ instruments ~~that~~ are ~~accounted for as liabilities, the derivative instrument is initially~~ recorded at ~~its~~ fair value on the grant date and ~~is then~~ re-valued at each reporting date, with changes in the fair value reported in the statements of operations. ~~The~~Derivative ~~classification~~assets ofand ~~derivative instruments, including whether such instruments should be recorded as~~ liabilities ~~or as equity, is evaluated at the end of each reporting period. Derivative liabilities~~ are classified in ~~the~~on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

FThe Company accounted for the 20,112,500 warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in FASB ASC 815-940. Such guidance provides that, because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants and the Private Placement Warrants is estimated using a Monte Carlo simulation. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

~~FASB ASC 470~~F-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A common stock.12

Net Loss Per Common Share

Net loss per share is computed by dividing net loss by the weighted average number of shares of Class B common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 843,750 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim ~~period~~ periods, disclosure and transition.

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 December 31, ~~2020~~2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction.

The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The provision for income taxes was deemed to be immaterial for the period from August 24, 2020 (inception) through December 31, 2020.

Recent Accounting Pronouncements

~~Management does~~In ~~not~~August ~~believe~~2020, ~~that~~the ~~any~~Financial ~~recently~~Accounting Standards Board (“FASB”) issued, ~~but~~Accounting ~~not~~Standards ~~effective~~Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for ~~standards~~certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted ~~currently~~method ~~adopted~~for all convertible instruments. ASU 2020-06 is effective January 1, ~~would~~2024 ~~have~~for the Company and should be applied on a ~~material~~full ~~effect~~ or modified retrospective basis, with early adoption permitted beginning on ~~the~~January 1, 2021. The Company’s is currently assessing the impact, if any, that ASU 2020-06 would have on its financial ~~statements~~position, results of operations or cash flows.

~~Risks~~Management does not believe that any other recently ~~and~~issued, ~~Uncertainties~~but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

~~On January~~Note ~~30,~~3 ~~2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID~~-19 ~~outbreak”).~~Initial InPublic March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.Offering

Note 3 — Initial Public Offering

Pursuant to the IPO on January 20, 2021, the Company sold 25,875,000 Units, including 3,375,000 Units pursuant to the exercise of the underwriters’ over-allotment option in full, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half warrant to purchase one share of Class A common stock (“Public Warrant”). Each 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. Each Public Warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

F-10

~~Note 4 — Private Placement~~F-13

All of the 25,875,000 Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.

The Class A common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit.

As of December 31, 2021, the common stock reflected on the balance sheet are reconciled in the following table:

Gross proceeds from IPO	$	258,750,000
Less:
Proceeds allocated to Public Warrants		(10,660,689	)
Common stock issuance costs		(14,208,648	)
Plus:
Remeasurement of carrying value to redemption value		24,869,337
Contingently redeemable common stock	$	258,750,000

Public Warrants

Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of its Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of the Company’s Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Company’s initial stockholders or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to “Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $10.00” 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 warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

F-14

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

Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

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

	●	if, and only if, the last reported sale price of the shares of the Company’s 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).

Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $10.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

	●	in whole and not in part;

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

	●	if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and

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

In addition, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Company’s 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, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of shares of the Company’s Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of the Company’s Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the shares of the Company’s Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

F-15

Note 4 - Private Placement

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,175,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,175,000, in a private placement (the “Private Placement”).

The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the shares of the Company’s Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial Business Combination, (iii) they may be exercised by the holders on a cashless basis, and (iv) are subject to registration rights.

The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO.

The ~~Company’s~~ ~~Sponsor~~fair ~~has~~value ~~agreed to (i) waive its redemption rights with respect to its founder shares and public shares in connection with the completion~~ of ~~the~~Private ~~Company’s~~Placement ~~initial~~Warrants ~~Business Combination, (ii) waive its redemption rights with respect to its founder~~on ~~shares and public shares in connection with a stockholder vote to approve an amendment to~~ the ~~Company’s~~issuance ~~second~~date ~~amended~~was and restated certificate of incorporation (A) 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 the Company’s public shares if the Company has not completed an initial Business Combination within the Combination Period or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity$6, and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company does not complete its initial Business Combination within the Combination Period. In addition169, ~~the Company’s Sponsor has agreed to vote its founder shares and any public shares purchased during or after the IPO in favor of the Company’s initial Business Combination~~744.

Note 5 — - Related Party Transactions

Founder Shares

On October 2, 2020, the Sponsor paid $25,000 to the Company in consideration for 6,468,750 shares of Class B common stock. The Founder Shares include an aggregate of up to 843,750 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. Because of the underwriters’ ~~fully~~full exercise of the over-allotment option on January 20, 2021, 843,750 shares are no longer subject to forfeiture.

The Sponsor has agreed not to transfer, assign or sell any of its founder shares until the earliest of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial 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 its stockholders having the right to exchange their common stock for cash, securities or other property.

~~F-11~~Due to Related Party

~~Promissory~~As of December 31, 2021, the amount of due to ~~Note~~related —party ~~Related~~consisted ~~Party~~of $15,000 accrued for the administrative support services (defined below) provided by the Sponsor. The balance of $56,560 as of December 31, 2020 consisted of advances from related parties of $28,330 and offering costs of $28,230 paid by a related party on behalf of the Company.

~~On September~~Due ~~22,~~from ~~2020,~~Related the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and due at the earlier of June 30, 2021 or the closing of the IPO. As of December 31, 2020, the Company had borrowed $85,230 under the promissory note.Party

~~Due~~As toof ~~Related~~December ~~Parties~~31, 2021 and 2020, the amount of due from related party are $5,000 and nil, respectively. The balance of $5,000 as of December 31, 2021 consisted of operating expense of $5,000 paid by the Company on behalf of a related party.

~~The~~Promissory ~~balance~~Note of- ~~$56,560~~Related ~~consists of advances from related parties of $28,330 and offering costs of $28,230 paid by a related party on behalf of the Company.~~Party

On September 22, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and due at the earlier of June 30, 2021 or the closing of the IPO. The Company had drawn down $105,230 under the promissory note with the Sponsor, and repaid the promissory note in full on January 29, 2021. As of December 31, 2021 and 2020, the Company borrowed $20,000 and $85,230 under the promissory note, respectively.

F-16

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. At December 31, 2021 and 2020, no such Working Capital Loans were outstanding.

Administrative Service Fee

The Company has agreed to pay its Sponsor, commencing on the date of the consummation of the IPO, a total of $10,000 per month for office space and administrative support services. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. The amount of the administrative service fee for the year ended December 31, 2021 was $113,548.

Note 6 — ~~Commitments~~- ~~and~~Fair ~~Contingencies~~Value Measurements

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
Marketable securities held in Trust Account	$	258,765,402	$	258,765,402	$	-	$	-
	$	258,765,402	$	258,765,402	$	-	$	-

Liabilities:
Warrant Liability - Public Warrants	$	6,585,188	$	6,585,188	$	-	$	-
Warrant Liability - Private Placement Warrants		3,710,844		-		-		3,710,844
	$	10,296,032	$	6,585,188	$	-	$	3,710,844

Initial Measurement

The estimated fair value of the Warrants on January 20, 2021 was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different.

F-17

The key inputs into the Monte Carlo simulation model for the Warrants were as follows at January 20, 2021:

Input	January 20, 2021
Expected term (years)		6.36
Expected volatility		14.30	%
Risk-free interest rate		0.67	%
Stock price	$	9.59
Dividend yield		0.00	%
Exercise price	$	11.50

Subsequent Measurement

In March 2021, the fair value of the Public Warrants in the amount of $8,021,250 was transferred from level 3 to level 1 due to the use of an observable market quote in an active market. As of December 31, 2021, the aggregate value of Public Warrants was $6,585,188.

The estimated fair value of the Private Placement Warrants on December 31, 2021 is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different.

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at December 31, 2021:

Input	December 31, 2021
Expected term (years)		5.56
Expected volatility		9.7	%
Risk-free interest rate		1.31	%
Stock price	$	9.71
Dividend yield		0.00	%
Exercise price	$	11.50

The Company’s public warrants began separately trading on March 8, 2021. After this date, the public warrant values per share were based on the observed trading prices of the public warrants as of each balance sheet date. The fair value of the public warrant liability is classified as level 1 as of December 31, 2021.

F-18

The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the year ended December 31, 2021:

	Warrant Liability
Fair value as of December 31, 2020	$	-
Initial fair value of warrant liability upon issuance at IPO		16,830,433
Public Warrants Transfer out of Level 3 to Level 1		(10,660,689	)
Change in fair value		(2,458,900	)
Fair value as of December 31, 2021	$	3,710,844

Note 7 - Commitments and Contingencies

Registration Rights

The holders of the founder shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement signed on January 14, 2021. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination.

Underwriters Agreement

The underwriters ~~have~~had a 45-day option beginning January 20, 2021 to purchase up to an additional 3,375,000 Units to cover over-allotments, if any.

On January 20, 2021, the underwriters fully exercised the over-allotment option to purchase 3,375,000 Units, and was paid a fixed underwriting discount in aggregate of $5,175,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, ~~held~~or $9,056,250, held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

Note ~~7 —~~8 - Stockholder’s Equity

Preferred Stock - — The Company is authorized to issue a total of 1,000,000 preferred shares at par value of $0.0001 each. At December 31, 2021 and 2020, there were no shares of preferred stock issued or outstanding.

Class A Common Stock - — The Company is authorized to issue a total of 200,000,000 shares of Class A common ~~shares~~stock at par value of $0.0001 each. As of December 31, 2021 and 2020, there were 25,875,000 and no0 shares of Class A common stock ~~issued~~subject ~~and~~to ~~outstanding~~possible redemption.

FClass B Common Stock -12 The Company is authorized to issue a total of 20,000,000 shares of Class B common stock at par value of $0.0001 each. On October 2, 2020, the Company issued 6,468,750 shares of Class B common stock to its initial stockholders for $25,000, or approximately $0.004 per share. The Founder Shares included an aggregate of up to 843,750 shares subject to forfeiture if the over-allotment option was not exercised by the underwriters in full. Because of the underwriters’ fully exercising the over-allotment option on January 20, 2021, 843,750 shares are no longer subject to forfeiture. As of December 31, 2021 and 2020, there were 6,468,750 shares of Class B common stock issued and outstanding.

Class B Common Stock — The Company is authorized to issue a total of 20,000,000 Class B common shares at par value of $0.0001 each. On October 2, 2020, the Company issued 6,468,750 Class B common shares to its initial stockholders for $25,000, or approximately $0.004 per share. The Founder Shares include an aggregate of up to 843,750 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. Because of the underwriters’ fully exercise of the over-allotment option on January 20, 2021, 843,750 shares are no longer subject to forfeiture. As of December 31, 2020, there were 6,468,750 Class B common shares issued and outstanding.

The Company’s initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last reported sale price of the shares of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial 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 its stockholders having the right to exchange their common stock for cash, securities or other property.

The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock upon the completion of the Company’s initial Business Combination at a ratio such that the number of shares of the Company’s Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an asF-converted basis, 20% of the sum of (i) the total number of shares of the Company’s common stock issued and outstanding upon completion of the IPO, plus (ii) the sum of (a) the total number of shares of the Company’s common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or deemed issued by the Company in connection with or in relation to the completion of the initial Business Combination, excluding (1) any shares of the Company’s Class A common stock or equity-linked securities exercisable for or convertible into shares of the Company’s Class A common stock issued, or to be issued, to any seller in the initial Business Combination, and (2) any Private Placement Warrants issued to the Sponsor or any of its affiliates upon conversion of Working Capital Loans, minus (b) the number of public shares redeemed by public stockholders in connection with the Company’s initial Business Combination. In no event will the shares of the Company’s Class B common stock convert into shares of the Company’s Class A common stock at a rate of less than one to one.19

The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock upon the completion of the Company’s initial Business Combination at a ratio such that the number of shares of the Company’s Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of the Company’s common stock issued and outstanding upon completion of the IPO, plus (ii) the sum of (a) the total number of shares of the Company’s common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or deemed issued by the Company in connection with or in relation to the completion of the initial Business Combination, excluding (1) any shares of the Company’s Class A common stock or equity-linked securities exercisable for or convertible into shares of the Company’s Class A common stock issued, or to be issued, to any seller in the initial Business Combination, and (2) any Private Placement Warrants issued to the Sponsor or any of its affiliates upon conversion of Working Capital Loans, minus (b) the number of public shares redeemed by public stockholders in connection with the Company’s initial Business Combination. In no event will the shares of the Company’s Class B common stock convert into shares of the Company’s Class A common stock at a rate of less than one to one.

With respect to any other matter submitted to a vote of the Company’s stockholders, including any vote in connection with the initial Business Combination, except as required by law, holders of the Company’s founder shares and holders of the Company’s public shares will vote together as a single class, with each share entitling the holder to one vote.

~~Warrants —~~Note No warrants were outstanding as of December 31, 2020. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of its Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9~~.20~~ ~~per~~– ~~share~~Income of the Company’s Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Company’s initial stockholders or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” 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.Tax

The ~~warrants~~ will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s ~~initial~~net ~~Business~~deferred ~~Combination,~~tax atassets ~~5:00 p.m.,~~are ~~New~~as ~~York City time, or earlier upon redemption or liquidation.~~follows:

F-13

	December 31, 2021			December 31, 2020
Deferred tax asset
Organizational costs/Start-up costs	$	196,473		$	596
Federal net operating loss		36,539			-
Total deferred tax asset		233,012			596
Valuation allowance		(233,012	)		(596	)
Deferred tax asset, net of allowance	$	-		$	-

The ~~Company~~ ~~will~~income ~~not~~tax beprovision ~~obligated~~consists ~~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 shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of the Company’s Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.following:

Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00

	December 31, 2021			December 31, 2020
Federal
Current	$	-		$	-
Deferred		232,416			596
State		232,416			596
Current
Deferred		-			-
Change in valuation allowance		(232,416	)		(596	)
Income tax provision	$	-		$	-

~~Once~~The ~~the~~Company’s net operating loss carryforward ~~warrants~~as ~~become~~of ~~exercisable~~December 31, ~~the~~2021 ~~Company~~and ~~may~~2020 ~~redeem~~amounted ~~the~~to ~~outstanding~~$173,996 ~~warrants:~~and $0 and will be carried forward indefinitely.

●In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in ~~whole~~which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and ~~not~~tax planning strategies in ~~part;~~making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021 and the period from August 24, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $232,416 and $596.

~~● at a price of $0.01 per warrant;~~F-20

●A ~~upon~~reconciliation ~~not~~of ~~less~~the ~~than~~federal 30income ~~days’~~tax ~~prior~~rate to ~~written~~the ~~notice~~Company’s ofeffective ~~redemption~~tax torate ~~each~~at ~~warrant~~December ~~holder;~~31, 2021 and 2020 is as follows:

● if, and only if, the last reported sale price of the shares of the Company’s Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends to 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).

	December 31, 2021			December 31, 2020

Statutory federal income tax rate	$	21.0	%	$	21.0	%
Change in fair value of warrants		(25.8	)		—	%
Change in valuation allowance		4.8	%		(21.0	)%
Income tax provision	$	—	%	$	—	%

~~Redemption of~~The ~~Warrants~~Company ~~When~~files income tax returns in the ~~Price~~U.S. ~~per~~federal ~~Share~~and ofCalifornia ~~Class~~jurisdictions Aand ~~Common~~is ~~Stock~~subject ~~Equals~~to orexamination ~~Exceeds~~by ~~$10~~the various taxing authorities, since inception.00

~~Once~~On March 27, 2020, President Trump signed the ~~warrants~~Coronavirus ~~become~~Aid, ~~exercisable~~Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOLs”) and allow businesses to carry back NOLs arising in 2018, 2019, and 2020 to the five prior years, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent, and allows businesses to immediately expense the full cost of Qualified Improvement Property, retroactive to tax years beginning on or after January 1, 2018. The Company ~~may~~does ~~redeem~~not believe that the ~~outstanding~~CARES ~~warrants:~~Act will have a significant impact on the Company’s financial position or statement of operations.

●Note in10 ~~whole~~- ~~and~~Subsequent ~~not in part;~~Events

●The atCompany ~~$0.10~~evaluated ~~per~~subsequent ~~warrant~~events ~~upon~~and atransactions that ~~minimum~~occurred ofafter 30the ~~days’~~balance ~~prior~~sheet ~~written~~date ~~notice~~up ofto ~~redemption;~~the ~~provided~~date that ~~holders~~the ~~will~~financial bestatements ~~able~~were toissued. ~~exercise~~The ~~their~~Company ~~warrants~~did onnot aidentify ~~cashless~~any subsequent ~~basis~~events ~~prior to redemption and receive~~ that ~~number~~would ofhave ~~shares~~required ~~determined~~adjustment ~~based~~or ondisclosure ~~the~~in ~~redemption date and~~ the ~~“fair~~financial ~~market value” of the Class A common stock (as defined below);~~statements.

● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); andF-21

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

In addition, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Company’s 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, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of shares of the Company’s Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of the Company’s Class A common stock underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the shares of the Company’s Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

F-14

The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the common stock in the Business Combination is payable in the form of common stock in the successor entity, and if the holders of warrants properly exercises the warrants within thirty days following the public disclosure of the consummation of the Business Combination by the Company, the warrant price shall be reduced by an amount (but in no event less than zero) equal to the difference of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the common stock consists exclusively of cash, the amount of such cash per share of common stock, and (ii) in all other cases, the amount of cash per share of common stock, if any, plus the volume weighted average price of the common stock as reported during the ten-trading day period ending on the trading day prior to the effective date of the Business Combination.

The Company believed that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40, and thus the warrants are not eligible for an exception from derivative accounting.

The accounting treatment of derivative financial instruments will require that the Company records a derivative liability upon the closing of the IPO. The warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. The fair value of the liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments.

Note 8 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described below and in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On April 12, 2021, the SEC issued a statement with respect to the accounting for warrants issued by special purpose acquisition companies. In light of the SEC Staff’s Statement, the Company has determined that the fair value of the warrants should be reclassified from Class A common stock subject to possible redemption to a warrant liability on the balance sheet as of January 20, 2021, as filed on Form 8-K on January 26, 2021. Subsequent changes to the fair value of the warrants will be recorded in the Company’s statement of operations. In addition, the Registration Statement filed on Form S-1 and the Final Prospectus filed before the closing of the IPO on January 20, 2021 did not account for the effect of the warrants as liabilities in the capitalization table and certain other disclosures. The Company is evaluating the materiality of the reclassification and will assess its impact on its balance sheet, included in such Form 8-K, in accordance with the SEC Staff Accounting Bulletin (SAB) 99 and SAB 108. The evaluation is expect to be completed before the filing the Company’s next Form 10-Q for the quarter ended March 31, 2021.

F-15

EXHIBIT INDEX

Exhibit No.		Description
1.1		Underwriting Agreement, dated January 14, 2021, by and between the Company and Oppenheimer & Co. Inc., as representative of the several underwriters. (3)
3.1		Second Amended and Restated Certificate of Incorporation. (3)
4.1		Specimen Unit Certificate (2)
4.2		Specimen Class A Common Stock Certificate (2)
4.3		Specimen Warrant Certificate (2)
4.4		Warrant Agreement, dated January 14, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (3)
4.5		Description of Registered Securities*(4)
10.1		Promissory Note, dated September 22, 2020, issued to Class Acceleration Sponsor LLC (1)
10.2		Letter Agreement, dated January 14, 2021, by and among the Company, its officers, its directors and the Sponsor. (3)
10.3		Investment Management Trust Agreement, dated January 14, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (3)
10.4		Registration Rights Agreement, dated January 14, 2021, by and among the Company and the Sponsor. (3)
10.5		Administrative Support Agreement, dated January 14, 2021, by and between the Company and the Sponsor. (3)
10.6		Warrant Purchase Agreement, dated January 14, 2021, by and between the Company and the Sponsor. (3)
10.7		Form of Indemnity Agreement (2)
14.1		Code of Ethics*(4)
31.1		Certification of the Principal Executive Officer ~~required~~pursuant byto Rule 13a-14(a) orand Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of the Principal Financial Officer ~~required~~pursuant byto Rule 13a-14(a) orand Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of ~~the~~Co-Chief ~~Principal~~ Executive Officer ~~required~~pursuant byto ~~Rule 13a-14(b) or Rule 15d-14(b) and~~ 18 U.S.C. Section 1350**, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the Principal Financial Officer ~~required~~pursuant byto ~~Rule 13a-14(b) or Rule 15d-14(b) and~~ 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.LAB		XBRL Taxonomy Label Linkbase*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.PRE		XBRL Definition Linkbase Document*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.DEF		XBRL Definition Linkbase Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

*	Filed herewith.

**	Furnished herewith

(1)	Incorporated by reference to the Company’s Form S-1, filed with the SEC on December 30, 2020.

(2)	Incorporated by reference to the Company’s Form S-1/A, filed with the SEC on January 8, 2021.

(3) Incorporated by reference to the Company’s Form 8-K, filed with the SEC on January 21, 2021.

(3)

Incorporated by reference to the Company’s Form 8-K, filed with the SEC on January 21, 2021.

(4)

Incorporated by reference to the Company’s Form 10-K, filed with the SEC on April 15, 2021.

3440

SIGNATURES

Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

April 15, 2021	Class Acceleration Corp.
March 21, 2022	Class Acceleration Corp.
	By:	/s/ ~~Michael~~Joseph TE. ~~Moe~~Parsons
	Name:	~~Michael~~Joseph TE. ~~Moe~~Parsons
	Title:	~~Chief~~ Co-Executive ~~Officer~~Chariman (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Position	Date
/s/ Michael T. Moe	Chief Executive Officer	April 15, 2021
/s/ Joseph E. Parsons	Chief Executive Officer	March 21, 2022
Michael T. Moe	(Principal Executive Officer)
Joseph E. Parsons
/s/ Joseph E. Parsons	Co-Executive Chairman, Treasurer and Director	April 15, 2021
/s/ Robert C. Daugherty	Co-Executive Chairman, Treasurer and Director	March 21, 2022
Joseph E. Parsons	(Principal Financial Officer)
Robert C. Daugherty	(Principal Executive Officer)
/s/ Robert C. Daugherty	Co-Executive Chairman, Secretary, and Director	April 15, 2021
/s/ Michael T. Moe	Co-Executive Chairman, Secretary, and Director	March 21, 2022
/s/ Dinghong Chen	Director	April 15, 2021
Michael T. Moe	(Principal Financial and Accounting Officer)
/s/ Dinghong Chen	Director	March 21, 2022
Dinghong Chen
/s/ Rachael Jarosh	Director	~~April~~March 1521, ~~2021~~2022
Rachael Jarosh
/s/ James W. Runcie	Director	~~April~~March 1521, ~~2021~~2022
James W. Runcie
/s/ Lev Gonick	Director	~~April~~March 1521, ~~2021~~2022
Lev Gonick

3541

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Filing Compare · Class Acceleration Corp.