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: 001-39611

MALLARD ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		84-4904992
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

19701 Bethel Church Road, Suite 302 Cornelius, NC		28031
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (813) 407-0444

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

Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Units, each consisting of one share of Common Stock and one Redeemable Warrant entitling the holder to purchase one-half of one share of Common Stock	MACUU	The Nasdaq Capital Market
Common Stock, par value $0.0001 per share	MACU	The Nasdaq Capital Market
Warrants, each exercisable for one-half of one share of Common Stock for $11.50 per whole share	MACUW	The Nasdaq Capital Market

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~~aggregate ~~shares~~market ~~were not listed on any exchange and had no~~ value as of the ~~last business day of the second fiscal quarter of 2020. The~~ registrant’s ~~units began trading on The Nasdaq Capital Market on October 27, 2020 and the registrant’s~~ shares of common stock ~~and warrants began trading on The Nasdaq Capital Market on November 27~~, ~~2020. The aggregate market value of the units outstanding,~~ other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the ~~units~~common stock on ~~December~~June 3130, ~~2020~~2021, as reported on ~~The~~ the Nasdaq Capital Market was $~~116~~109,~~270~~780,000.

As of April 2229, ~~2021~~2022 there were 13,750,000 shares of common stock, par value $0.0001 per share of the registrant issued and outstanding.

TABLE OF CONTENTS

		~~PAGE~~	PAGE
PART I
Item 1.	Business	1	1
Item 1A.	Risk Factors	14	17
Item 1B.	Unresolved Staff Comments	14	18
Item 2.	Properties	14	18
Item 3.	Legal Proceedings	14	18
Item 4.	Mine Safety Disclosures	14	18
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15	19
Item 6.	~~Selected Financial Data~~Reserved	15	19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16	20
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	18	23
Item 8.	Financial Statements and Supplementary Data	18	23
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	19	23
Item 9A.	Controls and ~~Procedure~~Procedures	19	23
Item 9B.	Other Information	19	24
PART III
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		24
Item 10.	Directors, Executive Officers and Corporate Governance	20
PART III
Item 11.	Executive Compensation	24
Item 10.	Directors, Executive Officers and Corporate Governance		25
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	25
Item 11.	Executive Compensation		30
Item 13.	Certain Relationships and Related Transactions, and Director Independence	26
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		31
Item 14.	Principal Accounting Fees and Services	27
Item 13.	Certain Relationships and Related Transactions, and Director Independence		33
PART IV		28
Item 14.	Principal Accountant Fees and Services		34
Item 15.	Exhibits and Financial Statement Schedules	28
PART IV
Item 16.	Form 10-K Summary	28
Item 15.	Exhibit and Financial Statement Schedules		35
Item 16.	Form 10-K Summary		35

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This ~~report~~Report, including, without limitation, statements under the heading “Item 7. 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~~ 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. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:

●

our ability to select an appropriate target business or businesses;

●

the impact on the amount of fund held in our trust account, our capitalization and other impacts on us or our management team should we seek to extend the deadline for consummating our initial business combination;

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our ability to complete our initial business combination;

●

our expectations around the performance of the prospective target business or businesses;

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

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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;

●

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

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our pool of prospective target businesses;

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

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our public securities’ potential liquidity and trading;

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the lack of a market for our securities;

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

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the trust account not being subject to claims of third parties; or

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our financial performance.

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:

	●	“anchor investors” are to certain qualified institutional buyers or institutional accredited investors, each of which is a member of our sponsor;

●

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

●

“common stock” are to shares of the common stock of the Company, par value $0.0001 per share;

●

“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 securities of our company which are convertible into or exchangeable or exercisable for, common stock of our company;

●

“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 common stock initially purchased by our sponsor in a private placement prior to our initial public offering;

●

“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 October 29, 2020;

●

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

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

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

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

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“Marcum” are to Marcum LLP, the Company’s independent registered public accounting firm;

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“Nasdaq” are to the Nasdaq Capital Market;

iii

●

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

●

“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering;

●

“public shares” are to shares of our common stock 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);

●

“public warrants” are to our 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 any private placement warrants or warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees) following the consummation of our initial business combination;

● “Registration Statement” are to the Registration Statement on Form S-1 filed with the SEC on September 21, 2020 (File No. 333-248939), 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;

●

“sponsor” are to Mallard Founders Holdings, LLC, a Delaware limited liability company; Messrs. Leck and Kirtley, our Chief Executive Officer and Chief Financial Officer, respectively, are the managing members of our sponsor;

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“trust account” are to the trust account in which an amount of $111,100,000 ($10.10 per unit) from the net proceeds of the sale of the units and private placement warrants 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 public warrant;

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“warrants” are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent such private placement warrants are no longer held by the initial purchasers or their permitted transferees; and

● “we,” “us,” “Company” or “our Company” are to Mallard Acquisition Corp., a Delaware corporation.

~~iii~~iv

PART I

Item 1. Business.

Overview

We are a ~~newly organized,~~ blank check company incorporated as a Delaware corporation and formed for the purpose of effecting aan ~~merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this report as our~~ initial business combination. While we may pursue an initial business combination target in any stage of its corporate evolution or in any industry or sector, we have focused our search on the value-added distribution, industrial specialty services, and differentiated manufacturing sectors. Our management team has extensive experience investing in and managing companies in these sectors.

Recent Developments

On April 25, 2022, the Company held a special meeting of stockholders, at which the Company’s stockholders approved a proposed amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial business combination from April 29, 2022 to July 29, 2022, with an option for the Company, without another stockholder vote, to elect to extend the date to consummate a business combination for an additional three months, from July 29, 2022 to October 29, 2022 (the “Extension Amendment Proposal”). Notwithstanding the stockholder approval of the Extension Amendment Proposal, the board of directors of the Company determined that it was in the best interests of the Company and its stockholders to abandon and not implement the Extension Amendment Proposal.

Due to the Company’s inability to consummate an initial business combination within the time period required by its amended and restated certificate of incorporation, the Company intends to dissolve and liquidate in accordance with the provisions of its amended and restated certificate of incorporation and will redeem all of the shares of outstanding common stock that were included in the units issued in its initial public offering (the “Public Shares”), at a per-share redemption price of approximately $10.10. As of the close of business on April 29, 2022, the Public Shares represent only the right to receive the redemption amount.

Initial Public Offering

On October 29, 2020, we consummated our initial public offering of 11,000,000 units ~~(the “units”)~~. Each unit consists of one share of common ~~stock~~ stock of the Company, par value $0.0001 per share ~~(the “Common Stock”),~~ and one redeemable warrant of the Company ~~(“warrant”)~~, with each warrant entitling the holder thereof to purchase one-half of one share of 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 $110,000,000.

Simultaneously with the closing of the initial public offering, we completed the private sale of an aggregate of 10,000,000 ~~warrants (the “~~private ~~placement~~ placement warrants”) to our sponsor at a purchase price of $0.50 per private placement warrant, generating gross proceeds of $5,000,000.

A total of $111,100,000, comprised of $110,000,000 of the net proceeds of the sale of the units in the initial public offering and the sale of the private placement warrants, was placed in ~~a U.S.-based trust account (~~the “trust account”) maintained by Continental ~~Stock Transfer & Trust Company~~, acting as trustee.

We intend to seek to extend the deadline by which we must consummate our initial business combination. Such an extension requires the approval of our public stockholders to amend our charter, who will be provided the opportunity to redeem all or a portion of their shares (which would likely have a material adverse effect on the amount held in our trust account and other adverse effects on our company, such as our ability to maintain our listing on Nasdaq). Our sponsor may also explore transactions under which it would sell its interest in our company to another management team.

Acquisition Criteria and Business Strategy

Our management team draws on its 30-plus years of private equity experience with the goal of creating strong risk-adjusted returns for our stockholders. They use a disciplined approach to target an operating business where they believe they can affect change and accelerate growth.

Sourcing of Opportunities. Our management team has developed extensive relationships during their years in the private equity industry with business brokers, private equity funds, operating managers, wealth managers and other intermediaries. We expect these networks will provide our management team with a robust flow of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from unaffiliated sources. Members of our management team are communicating with their networks of relationships to articulate the search parameters for a potential business combination target and to pursue and review potentially interesting leads.

Our areas of focus for an acquisition includes value-added distribution, industrial specialty services, and differentiated manufacturing with an enterprise value of $300 million to $500 million. Our management team carefully considers each target’s business model given the extreme ongoing disruption of traditional business models by internet-based commerce platforms.

Value-added Distribution. Potentially advantageous attributes of value-added distributor targets might include:

	●	Established, longer-term customers

	●	Proprietary, consumable products

	●	Proprietary sourcing relationships

	●	Exclusive territory rights

	●	High switching costs

Industrial Specialty Services. Potentially advantageous attributes of specialty services targets might include:

	●	Offerings that drive regular servicing or visits

	●	Sticky customer relationships

	●	Differentiated business models

	●	High customer dependency on the service

	●	High ratio of value to cost of the service

Differentiated Manufacturing. Potentially advantageous attributes of differentiated manufacturing targets might include:

●

Processes that provide the business with significantly lower production costs, such as locations, materials sourcing relationships, or other factors.

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Products protected by patents or that have relatively low competition from directly substitutable products.

Investment Criteria. Our management team reviews opportunities through four distinct lenses.

● Seasoned Management. We ~~seek~~are seeking to partner with a seasoned management team that we can coach and further develop, and that is economically and philosophically aligned with us.

●

Stability of Earnings. We are seeking a target company that has long-term, sustainable competitive advantages with consistent profitability, as opposed to a start-up company or a company with recurring, negative free cash flow.

● Growth Potential. We ~~seek~~are seeking a target company with a proven ability to grow organically, as well as through add-on acquisitions.

●

Readiness for the Public Capital Markets. We are seeking a target that will benefit from being publicly traded and will use its broader access to capital markets to pursue further growth opportunities and that has public market management experience and information systems in place.

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 team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that ~~does~~meets some, but not ~~meet~~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~~Report, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

Closing the Acquisition. Our management team has been involved with the acquisition of more than 100 primary and add-on companies. They have strong expertise in evaluating, negotiating, structuring and closing M&A transactions. Further, our management team is well-versed in the capital markets, having raised hundreds of millions of dollars in financing during their private equity tenures. More importantly, they have a philosophy of structuring acquisition transactions that closely align the desires of the sellers and the buyers.

In evaluating a prospective acquisition candidate, we ~~expect to~~ conduct a thorough due diligence review which ~~will encompass~~encompasses, among other things, meetings with incumbent management, investors and employees, document reviews, inspection of facilities, and review of scientific, regulatory, operational, financial, legal and other information which will be made available to us.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, our officers, or our directors, or any of their respective affiliates, subject to certain approvals and consents. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, or any of their affiliates, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to us from a financial point of view. ~~Currently, we are not aware of an affiliate of such parties that would make a suitable target for our initial business combination.~~ Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

Value Creation. After consummation of our initial business combination, we expect to create value by combining the target company’s management’s knowledge of its business and industry with our management team’s expertise in creating equity value. We expect to transform the target company by leveraging our management team’s experience and prior successes to implement core initiatives in the areas of:

●

Strategic planning. We believe that private companies may not invest sufficient time and attention to develop operating plans and budgets, or to hold regular strategy sessions and board meetings. We have experience in these areas and will encourage and assist the target business in all of these areas. Specifically we expect to:

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Develop budgeting processes

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Define operational and reporting cadences

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Develop the team and the organization

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Implement board and strategy meetings on a regular basis

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Leadership development. We expect to recruit missing talent in the C-suite and coach existing talent. Specific leadership initiatives might include:

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Broadening and strengthening the C-suite

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Developing the middle management bench across all disciplines

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Developing a long term succession and emergency plan

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Implementing executive coaching

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Infrastructure investment. We expect to invest in or replace information technology and enterprise resource planning systems that are inadequate to support desired growth or that do not provide needed metrics. Individual focus areas might also include:

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Institutionalizing financial and operating reporting

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Increasing professional oversight around audit, tax, insurance and real estate

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Developing and implementing best-in-class cyber security

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Add-on acquisitions. Analysis and planning, sourcing, underwriting, closing and integration of acquisitions are all areas that we believe our management team can provide to the target business. Add-on acquisitions may:

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Expand product and/or service offerings

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Increase geographic reach

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Increase the customer breadth

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Seek to dilute excessive customer concentration

Our philosophy will be to seek multiple potential paths to increase the target business’s capabilities and scalability in order to generate outperformance for our stakeholders.

Management Overview

Our management team is led by our Chief Executive Officer, P. Jeffrey Leck, and our Chief Financial Officer, John F. Kirtley, who combined have over 60 years of experience investing in private companies in the value-added distribution, industrial specialty services, and differentiated manufacturing sectors. Moreover, they have worked closely together as partners since 1987, a span of over 30 years. Their last three private equity funds were Small Business Investment Companies, licensed by the United States Small Business Administration, investing in private equity control positions in the lower middle market. Their private equity funds prior to those were institutional private equity funds that included investments from limited partners including major universities and units of international banks. We believe our management team is well positioned to identify unique opportunities within the value-added distribution, industrial specialty services, and differentiated manufacturing sectors and has the requisite skills to identify, evaluate, negotiate, structure, finance, close, monitor and build value in a target business. They have strong experience in developing relationships with target company managers that emphasize alignment of objectives, economic incentives, and ethical business practices. Certain members of our management team have spent significant portions of their careers working with businesses in the value-added distribution, industrial specialty services, and differentiated manufacturing sectors, and have developed a wide network of professional services contacts and business relationships in that industry. Our selection process leverages our relationships with business brokers, private equity funds, operating managers, wealth managers and other intermediaries, which we believe provides us with a key competitive advantage in sourcing potential business combination targets. Given our profile and dedicated industry approach, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, and in particular investors in other private and public companies in our networks. Our management team also proactively searches for unique opportunities that are best positioned for our initial business combination. We also believe that our management team’s reputations, experience and track record of making investments in the value-added distribution, industrial specialty services, and differentiated manufacturing space will make us a preferred partner for these potential targets.

Each of our directors and officers may, directly or indirectly, own founder shares 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, such directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination.

Certain of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. 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 opportunity to such entity. Our management team is continuously made aware of potential investment opportunities, one or more of which we may desire to pursue for a business combination.

No members of our management team have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member specifically in his or her capacity as an officer or a director of the company. Members of our management team may be required to present potential business combinations to other entities to whom they have fiduciary duties before they present such opportunities to us. Any knowledge or presentation of such opportunities may therefore present conflicts of interest.

Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate 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 our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

Our officers have agreed not to become an officer or director of any other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination on or before April 29, 2022.

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 the assets held in the trust account (excluding the deferred underwriting discounts and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board 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 that is a member of FINRA, or an independent accounting firm with respect to the 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. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

We anticipate structuring 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 target management team or stockholders or for other reasons. However, 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 an interest in the target or assets sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or 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 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 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% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

Status as a Public Company

We believe our structure 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. In this situation, the owners of the target business would exchange their shares of stock in the target business for shares of our stock or for a combination of shares of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more certain and cost effective method to becoming a public company than the typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts 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 and an additional means of providing management incentives consistent with stockholders’ interests. It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

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) ending on December 31, 2025, (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 common stock that is held by non-affiliates exceeds $700 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 Rule 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 end 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.

Financial Position

With funds in the trust account available for a business combination ~~initially~~ in the amount of $111,~~100~~113,~~000~~029 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 expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because we are able to complete our business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the 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 any operations. We intend to complete our initial business combination using cash from the proceeds of our initial public offering and the private placement of the private placement warrants, our capital stock, 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 instruments, or not all of the funds released from the trust account are used for payment of the consideration in connection with our business combination or used for redemptions of our 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 assets, companies or for working capital.

We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may complete our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our business combination. In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by law, we would seek stockholder approval of such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.

~~The~~Any ~~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 a prospective target business with which our 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.

Sources of Target Businesses

We expect to ~~receive~~continue to receive a number of proprietary transaction opportunities to originate as a result of the business relationships, direct outreach, and deal sourcing activities of our management team. In addition to the proprietary deal flow, ~~we anticipate that~~ target business candidates have been and will continue to be brought to our attention from various unaffiliated sources, including investment banking firms, consultants, accounting firms, private equity groups, large business enterprises, and other market participants. 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 our prospectus filed in connection with our initial public offering will and know what types of businesses we are targeting. Our management team, as well as their affiliates, may also bring to our attention target business candidates that they become aware of 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. Some of our officers and directors may enter into employment or consulting agreements with the post-transaction company following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate. In no event will our sponsor or any of our existing officers and directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee, advisory fee or other compensation 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) although we may consider cash or other compensation to officers or advisors we may hire hereafter to be paid either prior to or in connection with our initial business combination. We have agreed to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination.

We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers and directors or making the acquisition through a joint venture or other form of shared ownership with our 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, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm 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. 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 pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us.

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. In addition, we intend to focus our search for an initial business combination in a single industry. By completing our business combination with only a single entity, our lack of diversification may:

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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 ~~intend to~~ closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our business combination with that business, our assessment of the target business’ 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 or of our board, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of our directors will remain associated in some capacity with us following our business combination, it is presently unknown if any of them will devote their full efforts to our affairs subsequent to our 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. The determination as to whether any members of our board of directors will remain with the combined company will be made at the time of our initial business combination.

Following a business combination, to the extent that we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management team 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. 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. Presented in the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval is currently required under Delaware law for each such transaction.

Type of Transaction		Whether Stockholder Approval is Required
Purchase of assets		No
Purchase of stock of target not involving a merger with the company		No
Merger of target into a subsidiary of the company		No
Merger of the company with a target		Yes

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

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we issue shares of common stock that will be equal to or in excess of 20% of the number of shares of our common stock then outstanding;

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any of our directors, officers or substantial stockholders (as defined by Nasdaq 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 shares or voting power of 5% or more; or

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

Permitted Purchases of our Securities

In the event we seek stockholder approval of our business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our sponsor, directors, officers or their affiliates may purchase shares 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 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 acknowledgement 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 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 such purchases would 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 business combination, where it appears that such requirement would otherwise not be met. This may result in the completion of our business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our common stock 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 anticipate that they 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 following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors 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 the business combination. Our sponsor, officers, directors or their affiliates 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 common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

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 public shares 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 as of two business days prior to the consummation of the initial business combination including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account ~~was~~as ~~initially~~of December 31, 2021 was $10.10 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting discounts we will pay to the underwriters. Our sponsor, officers and directors 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 held by them in connection with the completion of our business combination. We will also provide this opportunity to our public stockholders should we seek approval to amend our charter to extend the deadline by which we are required to consummate our initial business combination.

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 the law or stock exchange listing requirement. Asset acquisitions and stock 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 outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. If we structure a business combination transaction with a target company in a manner that requires stockholder approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed business combination. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules.

We intend to seek to extend the deadline by which we must consummate our initial business combination. Such an extension requires the approval of our public stockholders, who will be provided the opportunity to at that time to redeem all or a portion their shares (which would likely have a material adverse effect on the amount held in our trust account and other adverse effects on our company, such as our ability to maintain our listing on Nasdaq). Our sponsor may also explore transactions under which it would sell its interest in our company to another management team.

If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:

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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 business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our 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 that 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 a specified number of public shares which are not purchased by our sponsor, which number will be based on the requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. 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.

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 amended and restated certificate of incorporation:

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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 business combination. A quorum for such meeting will consist of the holders 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 sponsor, officers and directors will count toward this quorum and 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. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our sponsor, officers and directors, may make it more likely that we will consummate 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.

Our amended and restated certificate of incorporation ~~will~~provides ~~provide~~ that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the 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~~ 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 public shares 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 public shares submitted for redemption will be returned to the holders thereof.

Limitation on Redemption upon Completion of 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 business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold 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 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, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our 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, our amended and restated certificate of incorporation does not restrict our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our business combination.

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

We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using the ~~Depository Trust Company’s~~ DWAC ~~(Deposit/Withdrawal At Custodian)~~ System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. 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 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 exercise period, 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 $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.

The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the stockholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the stockholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s stock in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved.

Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the stockholder meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivers 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 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 April 29, 2022.

Redemption of Public Shares and Liquidation if no Initial Business Combination

Our amended and restated certificate of incorporation provides that we will have only 18 months from the closing of our initial public offering or April 29, 2022 to complete our initial business combination. If we are unable to complete our business combination by April 29, 2022, 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 (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), 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, 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. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination by April 29, 2022.

Our sponsor, officers and directors have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination by April 29, 2022. However, if our sponsor, officers or directors 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 fail to complete our initial business combination within the allotted 18-month time period.

Our sponsor, officers and directors have agreed, pursuant to a letter agreement with us (filed as an exhibit to ~~the~~this ~~registration statement in connection with our initial public offering~~Report), that they will not propose any amendment to our amended and restated certificate of incorporation (i) that would 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 our initial business combination by April 29, 2022, or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, 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 divided by the number of then outstanding public shares. However, we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (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 (described above) we would not proceed with the amendment or the related redemption of our public shares.

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 proceeds of our ~~IPO~~initial public offering held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes on interest income earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

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If we were to expend all of the net proceeds of our initial public offering and 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 $10.10. 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 $10.10. 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 will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest and 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. Marcum ~~LLP~~, our independent registered public accounting firm will not ~~execute~~ 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. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.10 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 which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under 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, then our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. We have not asked our sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.10 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers will 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 (i) $10.10 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 which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. We have not asked our sponsor to reserve for such indemnification obligations and we cannot assure you that our sponsor would be able to satisfy those obligations. 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 $10.10 per public share.

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, 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 will have access to certain proceeds of our initial public offering with which to pay any such potential claims. 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.

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 business combination on or before April 29, 2022 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 business combination by April 29, 2022 is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, 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 are unable to complete our business combination by April 29, 2022, 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 (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), 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, 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 April 29, 2022 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.

Because 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 are 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, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers, 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) $10.10 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 petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy 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 $10.10 per share to our public stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy 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, 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 our business combination by April 29, 2022, subject to applicable law, (ii) (a) in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation 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 have not consummated an initial business combination within 18 months from the closing of our initial public offering or (b) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity or (iii) our completion of an initial business combination, and then only in connection with those public shares that such stockholder properly elected to redeem, subject to the limitations described in this report. 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 as described above.

Competition

In identifying, evaluating and selecting a target business for our 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, 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 we do. Our ability to acquire larger target businesses will be 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.

Facilities

Our executive offices are located at 19701 Bethel Church Road, Suite 302, Cornelius, NC 28031 and our telephone number is (813) 407-0444. Our executive offices are provided to us by our sponsor at no charge. We consider our current office space adequate for our current operations.

Employees

We currently have two officers. These individuals are not obligated to devote any specific number of hours to our matters but they ~~intend to~~ devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. ~~The~~ The amount of time they devote in any time period varies based on the stage of the initial 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, 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, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

Prior to the date of our initial public offering, we filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our business combination.

We will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to stockholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with GAAP. We cannot assure you that any particular target business selected by us as a potential acquisition candidate will have financial statements prepared in accordance with GAAP or that the potential target business will be able to prepare its financial statements in accordance with GAAP. To the extent that this requirement 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 ~~will~~are be required to evaluate our internal control procedures for the fiscal year ending December 31, 2021 as required by ~~the~~ the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be ~~required~~ required to have our internal control procedures audited. A target company 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.

1316

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:

● we are ana ~~early~~blank ~~stage~~check company with no revenue or basis to evaluate our ability to select a suitable business target;

● our independent registered public accounting firm's report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern;

●

we may not be able to select an appropriate target business or businesses and complete our initial business combination in the prescribed time frame;

●

our expectations around the performance of a prospective target business or businesses may not be realized;

●

we may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination;

●

our officers and directors may have difficulties allocating their time between the Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial business combination;

●

we may not obtain additional financing to complete our initial business combination or reduce the number of shareholders requesting redemption;

●

we may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time;

●

you may not be given the opportunity to choose the initial business target or to vote on the initial business combination;

●

trust account funds may not be protected against third party claims or bankruptcy;

● an active market for our public securities'’ may not develop and you will have limited liquidity and trading;

●

the availability to us of funds from interest income on the trust account balance may be insufficient to operate our business prior to the business combination;

● our financial performance following a business combination with an entity may be negatively affected by their lack an established record of revenue, cash flows and experienced management.;

~~For the~~● ~~complete~~there ~~list~~may ofbe ~~risks~~more ~~relating~~competition to ~~our~~find ~~operations~~an attractive target for an initial business combination, ~~see~~which ~~the~~could ~~section~~increase ~~titled~~the ~~“Risk~~costs ~~Factors”~~associated ~~contained~~with incompleting our ~~Registration Statement.~~initial business combination;

~~Item 1B.~~● ~~Unresolved~~changes ~~Staff~~in ~~Comments~~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;

●

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;

●

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;

●

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;

●

since our initial stockholders will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may acquire during or after the initial public offering), and because our sponsor, officers and directors may profit substantially even under circumstances in which our public stockholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination;

●

changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations;

●

the value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our common stock at such time is substantially less than $10.00 per share;

●

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;

	●	we have identified a material weakness in our internal control over financial reporting as of December 31, 2021. If we are unable to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results;

	●	we intend to seek to extend the deadline by which we must consummate our initial business combination. Such an extension requires the approval of our public stockholders, who will be provided the opportunity to at that time, to redeem all or a portion their shares (which would likely have a material adverse effect on the amount held in our trust account and other adverse effects on our company, such as our ability to maintain our listing on Nasdaq). Our sponsor may also explore transactions under which it would sell its interest in our company to another management team;

	●	if the funds held outside of our trust account are insufficient to allow us to operate until at least April 29, 2022, our ability to fund our search for a target business or businesses or complete an initial business combination may be adversely affected;

	●	our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern, since we will cease all operations except for the purpose of liquidating if we are unable to complete an initial business combination by April 29, 2022; and

	●	our ability to identify a target and to consummate an initial business combination may be adversely affected by economic uncertainty and volatility in the financial markets, including as a result of the military conflict in Ukraine.

For the complete list of risks relating to our operations, see the section titled “Risk Factors” contained in our (i) Registration Statement, (ii) Quarterly Report on Form 10-Q for the period ended September 30, 2021 as filed with the SEC on December 6, 2021 and (iii) Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020 as filed with the SEC on February 11, 2022. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties.

Our executive offices are located at 19701 Bethel Church Road, Suite 302, Cornelius, NC 2803 and our telephone number is (813) 407-0444. Our executive offices are provided to us by our sponsor at no charge. 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.

1418

PART II

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

(a)

Market Information

Our units, common stock and warrants are each traded on the Nasdaq Capital Market under the symbols “MACUU,” “MACU” and “MACUW”, respectively. Our units commenced public trading on October 27, 2020, and our common stock and warrants commenced public trading separately on November 27, 2020.

(b)

Holders

On April 2125, ~~2021~~2022, there ~~was~~ was one holder of record of our units, two holders of record of our shares of common stock and two 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)~~Item 6. ~~Use of Proceeds from the Initial Public Offering~~[Reserved]

On October 29, 2020, the Company consummated its initial public offering (the “IPO”) of 11,000,000 units (the “Units”). Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (“Common Stock”), and one redeemable warrant of the Company (“Warrant”), with each Warrant entitling the holder thereof to purchase one-half of one share of 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 $110,000,000. 19

AItem ~~total~~7. ~~of $111,100,000 of the proceeds from the IPO (which amount includes $3,850,000 of the underwriters~~Management’s ~~deferred~~Discussion ~~discount)~~ and ~~the~~Analysis ~~sale~~ of ~~the~~Financial ~~Private~~Condition Placement Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, 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~~Results ~~certain conditions under Rule 2a-7 under the Investment Company Act~~ of ~~1940, as amended~~Operations.

~~Item~~References 6to the “Company,” “us,” “our” or “we” refer to Mallard Acquisition Corp. ~~Reserved~~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.

15The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth above under “Cautionary Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Report.

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

References to the “Company,” “us,” “our” or “we” refer Mallard Acquisition 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.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Overview

We are a blank check company formed under the laws of the State of Delaware on February 26, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our ~~Business~~initial ~~Combination~~business combination using cash from the proceeds of the ~~Initial~~initial ~~Public Offering~~public offering and the sale of the ~~Private~~private ~~Placement~~placement ~~Warrants~~warrants, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial ~~Business~~business ~~Combination~~combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through December 31, ~~2020~~2021 were organizational activities and those necessary to prepare for the ~~Initial~~initial ~~Public~~public ~~Offering~~offering, described below. We do not expect to generate any operating revenues until after the completion of our initial ~~Business~~business ~~Combination~~combination. We ~~expect to~~ generate non-operating income in the form of interest income on ~~investments~~the marketable securities held ~~after~~in the ~~Initial~~trust ~~Public~~account ~~Offering.~~and Weon ~~expect~~any change in ~~that~~the wefair ~~will~~value ~~incur~~of ~~increased~~our warrant liabilities. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), asfor ~~well~~any asincrease in the fair value of our warrant liabilities and for due diligence expenses in connection with searching for, and completing, aan ~~Business~~initial ~~Combination~~business combination.

For the ~~period~~year ~~from~~ended ~~February 26, 2020 (inception) through~~ December 31, ~~2020~~ 2021, we had net income of $18,~~285~~382,~~220~~031, which ~~consisted~~consists of ~~formation~~the ~~and operating costs of $236,698 offset by a~~ change in fair value of ~~derivative~~warrant ~~liability~~liabilities of $19,~~520~~830,000 and interest ~~income~~ earned on ~~investments~~marketable securities held in ~~the~~our ~~Trust~~trust ~~Account~~account of $11,110, partially offset by operating costs of $1,~~918~~459,079.

For the period from February 26, 2020 (inception) through December 31, 2020, we had a net loss of $2,985,418, which consisted of formation and operating costs of $236,698, fair value of Private Placement Warrants in excess of purchase price of $3,800,000, change in fair value of warrant liabilities of $1,520,000, and transaction costs associated with the initial public offering of $543,798 offset by interest income on investments held in the trust account of $1,918.

Liquidity and Capital Resources

On October 29, 2020, we ~~consummated~~completed the ~~Initial~~initial ~~Public~~public ~~Offering~~offering of 11,000,000 ~~Units,~~units at ~~a price of~~ $10.00 per ~~Unit~~unit, generating gross proceeds of $110,000,000. Simultaneously with the closing of the ~~Initial~~initial ~~Public~~public ~~Offering~~offering, we consummated the sale of 10,000,000 ~~Private~~ ~~Placement~~private ~~Warrants~~placement warrants ~~to the Sponsor~~ at a price of $0.50 per ~~Private~~private ~~Placement~~placement ~~Warrant~~warrant in a private placement to the sponsor, generating gross proceeds of $5,000,000.

~~Following~~ For the ~~Initial~~year ~~Public~~ended ~~Offering~~December 31, ~~and~~2021, ~~the~~cash ~~sale~~used ofin ~~the~~operating ~~Private~~activities ~~Placement~~was ~~Warrants~~$1,222,060. aNet ~~total~~income of $~~111~~8,~~100~~382,~~000~~031 was ~~placed~~affected by a change in ~~the~~fair ~~Trust~~value ~~Account.~~of derivative Weliability ~~incurred~~of $69,~~569~~830,~~054~~000, ininterest ~~transaction~~earned ~~costs,~~on ~~including~~investments ~~$2,200,000~~held ofin ~~underwriting~~the ~~fees,~~Trust Account of $311,~~850,000~~111 ofand ~~deferred~~changes ~~underwriting~~in ~~fees~~ operating assets and liabilities, which provided $~~519~~237,~~054~~020 of ~~other~~cash ~~costs~~from operating activities.

For the period from February 26, 2020 (inception) through December 31, 2020, cash used in operating activities was $423,009. Net ~~income~~loss of $12,~~285~~985,~~220~~418 was affected by interest aearned on investments held in the trust account of $1,918, change in fair value of ~~derivative~~warrant ~~liability~~liabilities of $1,520,000, ~~interest~~change in ~~earned~~fair onvalue ~~investments~~of ~~held~~over-allotment inoption of $73,160, transaction costs associated with the ~~Trust~~initial ~~Account~~public offering of $1543,~~918~~798, ~~and~~fair value of Private Placement Warrants in excess of purchase price of $3,800,000, and changes in operating assets and liabilities, which used $186,311 of cash from operating activities.

As of December 31, 2020, we had investments held in the Trust Account of $111,101,918 (including approximately $1,918 of interest income) consisting of securities held in a money market fund that invests in U.S. Treasury securities with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through December 31, 2020, we did not withdraw any interest earned on the Trust Account to pay our taxes. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a 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.20

As of December 31, ~~2020~~2021, we had ~~cash~~marketable ~~outside~~securities ofheld in the ~~investments~~trust account of $111,113,029 (including approximately $11,100 of interest income) consisting of securities held in ~~Trust~~a ~~Account~~money market fund that invests in U.S. Treasury securities with a maturity of ~~$782~~185 days or less. Interest income on the balance in the trust account may be used by us to pay taxes. Through December 31,~~937~~ 2021, we did not withdraw any interest earned on the trust account to pay our taxes. We intend to use ~~the~~substantially all of the funds held ~~outside~~ in the ~~Trust~~trust ~~Account~~account, ~~primarily~~including toany ~~identify~~amounts ~~and~~representing ~~evaluate~~interest ~~target~~earned ~~businesses,~~on ~~perform~~the ~~business~~trust ~~due~~account, ~~diligence~~which oninterest ~~prospective~~shall ~~target~~be ~~businesses,~~net ~~travel~~of totaxes payable and excluding deferred underwriting commissions, to complete our initial business combination. We may withdraw interest from the ~~offices~~trust account to pay taxes, ~~plants~~if orany. ~~similar~~To ~~locations~~the ofextent ~~prospective~~that ~~target~~our ~~businesses~~share capital or ~~their~~debt ~~representatives~~is used, in whole or ~~owners~~in part, ~~review~~as ~~corporate~~consideration ~~documents~~to ~~and~~complete ~~material~~an ~~agreements~~initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of ~~prospective~~the target business or businesses, ~~structure,~~make ~~negotiate~~other acquisitions and ~~complete~~pursue aour ~~Business~~growth ~~Combination~~strategies.

16As of December 31, 2021, we had cash outside of the investments held in trust account of $60,877. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.

~~In order~~As ~~to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate~~ of ~~our~~December ~~Sponsor or certain of our officers and directors may~~31, ~~but are not obligated to~~2021, ~~loan us funds as may be required. If~~ we ~~complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released~~ tohad ~~us.~~an Inoutstanding ~~the~~related ~~event~~party ~~that~~loan ~~a Business Combination does not close, we may use a portion~~ of ~~the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to~~ $1,500,000 of ~~such~~to ~~loans~~fund ~~may~~working becapital ~~convertible~~signed ~~into~~on ~~warrants~~September ~~of the post Business Combination entity~~30, ~~at a price of $0~~2021.~~50 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.~~

WeIn ~~monitor~~order ~~the~~to ~~adequacy~~fund ~~of our~~ working capital indeficiencies ~~order~~or tofinance ~~meet~~transaction ~~the~~costs ~~expenditures~~in ~~required~~connection ~~for~~with ~~operating~~an ~~our~~initial business ~~prior~~combination, to our ~~initial~~sponsor ~~Business~~or ~~Combination.~~an ~~However,~~affiliate ifof our ~~estimates~~sponsor ofor ~~the~~certain ~~costs~~ of ~~identifying~~our aofficers ~~target~~and ~~business~~directors may, ~~undertaking~~but ~~in-depth~~are ~~due diligence~~not ~~and~~obligated ~~negotiating~~to, anloan ~~initial~~us ~~Business~~funds ~~Combination~~as may ~~are~~be ~~less~~required. ~~than~~If ~~the~~we ~~actual~~complete ~~amount~~an ~~necessary~~initial tobusiness ~~do so~~combination, we may ~~have~~repay ~~insufficient funds~~such ~~available~~loaned toamounts ~~operate~~out ~~our~~of ~~business~~the ~~prior~~proceeds toof ~~our~~the ~~Business~~trust account ~~Combination.~~released ~~Moreover,~~to weus. ~~may~~In ~~need~~the toevent ~~obtain~~that ~~additional~~a ~~financing either~~an toinitial ~~complete~~business ~~our~~combination ~~Business~~does ~~Combination~~not orclose, ~~because~~ we ~~become~~may ~~obligated~~use ~~to redeem~~ a ~~significant~~portion ~~number~~ of ~~our~~the ~~public shares~~working ~~upon~~capital ~~completion~~held ofoutside ~~our~~the ~~Business~~trust ~~Combination,~~account into ~~which~~repay ~~case~~such weloaned ~~may~~amounts, ~~issue~~but ~~additional~~no ~~securities~~proceeds orfrom ~~incur~~our ~~debt~~trust inaccount ~~connection~~would ~~with~~be used for such ~~Business Combination~~repayment. IfUp weto ~~are~~$1,500,000 ~~unable~~of tosuch ~~complete~~loans ~~our~~may ~~initial~~be ~~Business~~convertible ~~Combination~~into ~~because~~warrants weof dothe ~~not~~post ~~have~~business ~~sufficient~~combination ~~funds~~entity, at a ~~available~~price toof us$0.50 per warrant, weat ~~will~~the beoption ~~forced~~of tothe ~~cease~~lender. ~~operations~~The ~~and~~warrants ~~liquidate~~would be identical to the ~~Trust~~private ~~Account~~placement warrants.

~~The~~We monitor ~~Company~~the ~~may~~adequacy ~~need~~of toour ~~raise~~working ~~additional~~ capital ~~through~~in ~~loans~~order orto ~~additional investments~~meet ~~from~~the ~~its~~expenditures ~~Sponsor,~~required ~~stockholders,~~for ~~officers,~~operating ~~directors,~~our orbusiness ~~third~~prior ~~parties.~~to ~~The~~our initial ~~Company’s~~business ~~officers,~~combination. ~~directors and Sponsor may~~However, ~~but~~if ~~are~~our ~~not~~estimates ~~obligated~~of ~~to, loan~~ the ~~Company~~costs ~~funds,~~of ~~from~~identifying ~~time~~a totarget ~~time or at any time~~business, undertaking in-depth ~~whatever~~due diligence ~~amount~~and ~~they~~negotiating ~~deem~~an ~~reasonable~~initial inbusiness ~~their sole~~combination ~~discretion,~~are toless ~~meet~~than the ~~Company’s~~actual ~~working~~amount ~~capital~~necessary ~~needs.~~to ~~Accordingly~~do so, ~~the~~we ~~Company~~ may ~~not~~have beinsufficient funds ~~able~~available to ~~obtain~~operate ~~additional~~our ~~financing. If~~business ~~the~~prior ~~Company~~to isour ~~unable~~initial tobusiness ~~raise~~combination. ~~additional capital~~Moreover, itwe may beneed ~~required~~ to ~~take~~obtain additional financing ~~measures~~either to ~~conserve~~complete ~~liquidity,~~our ~~which~~initial ~~could include,~~business ~~but~~combination ~~not~~or ~~necessarily~~because bewe ~~limited~~become obligated to, ~~curtailing~~redeem ~~operations,~~a ~~suspending~~significant ~~the~~number ~~pursuit~~of our public shares upon completion of aour ~~potential~~initial ~~transaction~~business combination, ~~and~~in ~~reducing~~which ~~overhead expenses.~~case ~~The~~we ~~Company~~may ~~cannot~~issue ~~provide~~additional ~~any~~securities ~~assurance~~or ~~that~~incur debt ~~new~~in ~~financing~~connection ~~will~~with besuch ~~available~~business tocombination. itIf onwe ~~commercially~~are ~~acceptable~~unable ~~terms,~~to ifcomplete ~~at all.~~our ~~These~~initial ~~conditions~~business ~~raise~~combination ~~substantial~~because ~~doubt~~we ~~about~~do not ~~the~~have ~~Company’s~~sufficient ~~ability~~funds available to ~~continue~~us, aswe awill ~~going~~be ~~concern~~forced ifto acease ~~Business~~operations ~~Combination is~~and ~~not~~liquidate ~~consummated~~the trust account.

We may need to raise additional capital through loans or additional investments from our sponsor, stockholders, officers, directors, or third parties. Our officers, directors and sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern if an initial business combination is not consummated.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, ~~2020~~2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities~~, other than described below~~.

The underwriters are entitled to a deferred fee of $0.35 per ~~Unit~~unit, or $3,850,000 in the aggregate, payable only upon the closing of an initial business combination.

Critical Accounting Policies

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

Warrant ~~Liability~~ Liabilities

We account for the private placement warrants and public warrants issued in connection with our ~~Initial~~initial ~~Public~~public ~~Offering~~offering in accordance with the guidance contained in ASC 815-40-15-7D under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of the private placement warrants was estimated by using ~~both~~ a probability adjusted Black-Scholes option pricing model. ~~and~~The afair ~~Monte~~value ~~Carlo~~of the public warrants was determined using ~~simulation~~the ~~approach~~close price as of the reporting date.

Common Stock Subject to Possible Redemption

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

Net Income (Loss) per Common Share

We ~~apply~~ comply with the ~~two-class~~accounting and ~~method~~disclosure inrequirements ~~calculating~~of ~~earnings~~FASB ~~per~~ASC ~~share~~Topic 260, “Earnings Per Share.” ~~Net~~We ~~income~~have ~~per~~one ~~common~~class ~~share~~of shares, ~~basic~~which ~~and~~are ~~diluted~~referred ~~for~~to as redeemable common stock ~~subject~~and tonon-redeemable ~~possible~~common ~~redemption~~stock. isIncome ~~calculated~~and bylosses ~~dividing~~are ~~the~~shared ~~interest~~pro rata between redeemable and non-redeemable common stock. Net income ~~earned~~(loss) onper ~~the~~common ~~Trust~~share ~~Account,~~is ~~net~~calculated ofby ~~applicable taxes,~~dividing ifnet ~~any,~~income (loss) by the weighted average number of shares of common stock ~~subject to possible redemption~~ outstanding for the respective period. ~~Net~~ ~~income~~Remeasurement ~~per~~associated ~~common~~with ~~share,~~the ~~basic~~redeemable ~~and~~shares ~~diluted~~of ~~for and non-redeemable~~ common stock is ~~calculated~~excluded from ~~by dividing net~~ income ~~less income~~(loss) ~~attributable~~per to common ~~stock~~share ~~subject~~as tothe ~~possible~~ redemption, byvalue ~~the~~approximates ~~weighted~~fair ~~average number of shares of non-redeemable common stock outstanding for the period presented~~value.

We did not consider the effect of the warrants issued in connection with the initial public offering and the private placement in the calculation of diluted income (loss) per common stock because their exercise is contingent upon future events. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock. Remeasurement associated with the redeemable common stock is excluded from income (loss) per common share as the redemption value approximates fair value.

Recent Accounting Standards

~~Management~~In ~~does~~August ~~not~~2020, ~~believe~~the ~~that~~Financial ~~any~~Accounting ~~other~~Standards ~~recently~~Board (“FASB”) issued, ~~but~~Accounting ~~not~~Standards ~~yet~~Update ~~effective~~(“ASU”) 2020-06 — “Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)”, to simplify accounting ~~standards~~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 ~~currently~~method ~~adopted~~for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, ~~would~~2023 ~~have~~for emerging growth companies and should be applied on a ~~material~~full ~~effect~~or modified retrospective basis. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, ~~statements~~results of operations or cash flows.

~~Item~~Management ~~7A.~~does ~~Quantitative~~not ~~and~~believe ~~Qualitative~~that ~~Disclosures~~any ~~about~~recently ~~Market~~issued, ~~Risk~~but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

~~Following the~~Factors ~~consummation~~That ofMay ~~our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust~~Adversely ~~Account,~~Affect ~~have~~Our ~~been~~Results ~~invested in U.S. government treasury bills, notes or bonds with a maturity~~ of 185 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.Operations

~~Item~~Our 8results of operations and our ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. ~~Financial~~Our ~~Statements~~business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and ~~Supplementary~~spending, ~~Data~~the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial business combination.

~~This~~Item ~~information~~7A. ~~appears~~Quantitative ~~following Item 15 of this Report~~ and isQualitative ~~included~~Disclosures ~~herein~~about byMarket ~~reference~~Risk.

18Not required for smaller reporting companies.

Item 8. Financial Statements and Supplementary Data.

Reference is made to pages F-1 through F-20 comprising a portion of this Report, which are incorporated by reference herein.

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

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, ~~2020~~2021, pursuant to Rule 13a-15(b) under the Exchange Act. ~~Based~~ ~~upon~~Due ~~that~~to ~~evaluation,~~a material weakness in our ~~Certifying~~internal ~~Officers~~control ~~concluded~~over ~~that,~~financial ~~solely~~reporting ~~due~~related to the Company’s ~~restatement~~accounting for ofcomplex ~~its~~ financial ~~statements to~~instruments, ~~reclassify~~which resulted in the restatement of the Company’s ~~Warrants~~financial asstatements, ~~described~~the ~~herein,~~Certifying Officers concluded that our disclosure controls and procedures were not effective as of December 31, ~~2020~~2021. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this Report present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~Management’s Report on Internal Controls Over Financial Reporting~~23

~~This~~ Management’s Annual Report on ~~Form 10-K~~Internal ~~does~~Control ~~not include a report of management’s assessment regarding internal control~~ over ~~financial~~Financial ~~reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.~~Reporting

~~Restatement~~As required by SEC rules and regulations implementing Section 404 of ~~Previously~~ ~~Issued~~the ~~Financial~~Sarbanes-Oxley Act, (as defined in Rules 13a-15(e) and 15- ~~Statements~~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:

On(1) ~~April~~pertain ~~22,~~to ~~2021,~~the wemaintenance ~~revised our prior position on accounting for warrants and concluded that our previously issued financial statements as~~ of ~~October~~records 29that, ~~2020 should not be relied on because of a misapplication~~ in ~~the~~reasonable ~~guidance on warrant accounting. However~~detail, ~~the~~accurately ~~non-cash~~and ~~adjustments~~fairly toreflect the ~~financial statements~~transactions doand ~~not~~dispositions ~~impact~~of the ~~amounts~~assets ~~previously~~of ~~reported for~~ our ~~cash and cash equivalents~~company, ~~or total assets.~~

(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

~~There~~Except as described above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Item~~To respond 9Bto this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While ~~Other~~we ~~Information~~have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our system of evaluating and implementing the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

~~None~~Item 9B. Other Information.

19None.

~~PART~~Item ~~III~~9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

~~Item~~Not 10applicable. ~~Directors, Executive Officers and Corporate Governance~~

~~Directors and Executive Officers~~24

AsPART ~~of the date of this Report, our directors and officers are as follows:~~III

Name	Age	Position
P. Jeffrey Leck	58	Chief Executive Officer, President and Director
John F. Kirtley	57	Chief Financial Officer, Secretary, Treasurer and Director
Marc S. Sculler	56	Director
William Weatherford	41	Director
Jennifer Paul	33	Director
Scott Yearwood	59	Director

Item 10. Directors, Executive Officers and Corporate Governance.

~~The~~Directors ~~experience of our directors~~ and ~~executive~~Executive ~~officers are as follows:~~Officers

P.As ~~Jeffrey~~of ~~Leck,~~the ~~our~~date ~~Chief Executive Officer, President and a Director since inception, has more than 30 years~~ of ~~experience acquiring~~this ~~businesses. From June 2019 until present~~Report, ~~Mr. Leck has been evaluating various potential private equity investments in conjunction with~~ our ~~Chief~~directors ~~Financial Officer, John Kirtley. Until June 2019, he was a Special Advisor with KLH Capital Fund III, LP, a managing general partner with KLH Capital Fund II, LP,~~ and aofficers ~~managing general partner with KLH Capital, LP. Each of these KLH Capital Funds I, II and III~~ are~~/were~~ Small Business Investment Companies, licensed by the United States Small Business Administration, investing in private equity control positions in the lower middle market. He co-founded KLH Capital in 2005. Prior to KLH Capital, he was a managing general partner of FCP Investors Funds I-V, LP, institutionally backed private equity funds investing in private equity control positions in the lower middle market. He co-founded Florida Capital Partners, which invested in lower middle market private companies, in 1989 with Mr. Kirtley. Prior to 1989, he held positions as a General Partner, Vice President and Associate at Chemical Venture Partners, the private equity and venture capital arm of Chemical Bank and as a financial analyst at Drexel Burnham Lambert. He is currently a Director of MyWorkChoice LLC, a tech-enabled contract staffing company (since January 2020), Hudson & Canal Corp., a designer, importer and distributor of home furnishings to the eCommerce trade (since 2017) and Educational Symposia, Inc., a continuing medical education company (since 2001), and has served as a Director of numerous portfolio companies of the KLH Capital Funds and FCP Investors Funds described above. He also serves as an Advisor to KLH Capital (since July 2019); TFX Capital (since 2015); Arcus Ventures (since 2011) and Hanover Partners (since 1994). Mr. Leck received his Bachelor of Science degree in Commerce from the McIntire School of Commerce at the University of Virginia. Mr. Leck is well-qualified to serve as a Director due to his extensive investment and board experience in the private equity industry.follows:

John F. Kirtley, our Chief Financial Officer, Secretary, Treasurer, and a Director since inception, has more than 30 years of experience acquiring businesses. From June 2019 until present, Mr. Kirtley has been evaluating various potential private equity investments in conjunction with our Chief Executive Officer, P. Jeffrey Leck. Until June 2019, he was a Special Advisor with KLH Capital Fund III, LP, a managing general partner with KLH Capital Fund II, LP, and a managing general partner with KLH Capital, LP. Each of these KLH Capital Funds I, II and III are/were Small Business Investment Companies, licensed by the United States Small Business Administration, investing in private equity control positions in the lower middle market. He co-founded KLH Capital in 2005. Prior to KLH Capital, he was a managing general partner of FCP Investors Funds I-V, LP, institutionally backed private equity funds investing in private equity control positions in the lower middle market. He co-founded Florida Capital Partners in 1989 with Mr. Leck. Prior to Florida Capital Partners, he held positions as a General Partner, Associate and Financial Analyst at Chemical Venture Partners, the private equity and venture capital arm of Chemical Bank. He is currently a Director of Hudson & Canal Corp., a designer, importer and distributor of home furnishings to the eCommerce trade (since 2017) and Educational Symposia, Inc., a continuing medical education company (since 2001), and has served as a Director of numerous portfolio companies of the KLH Capital Funds and FCP Investors Funds described above. He received his Bachelor of Science degree in Commerce from the McIntire School of Commerce at the University of Virginia. Mr. Kirtley is well-qualified to serve as a Director due to his extensive organizational, investment and board experience in the private equity industry.

Name	Age	Position
P. Jeffrey Leck	59	Chief Executive Officer, President and Director
John F. Kirtley	58	Chief Financial Officer, Secretary, Treasurer and Director
Marc S. Sculler	57	Director
William Weatherford	42	Director
Jennifer Paul	34	Director
Scott Yearwood	60	Director

20The experience of our directors and executive officers are as follows:

~~Marc~~P. ~~Sculler has~~Jeffrey ~~served~~Leck, asour ~~one~~Chief ofExecutive ~~our~~Officer, ~~directors~~President and a Director since ~~October~~inception, ~~2020~~has more than 30 years of experience acquiring businesses. From ~~July~~June ~~2017~~2019 until present, Mr. ~~Sculler~~Leck has been ~~President~~evaluating ~~and~~various potential private equity investments in conjunction with our Chief ~~Executive~~Financial Officer, ofJohn ~~Hudson~~Kirtley. &Until ~~Canal~~June 2019, he was a ~~designer~~Special Advisor with KLH Capital Fund III, ~~importer~~LP, a managing general partner with KLH Capital Fund II, LP, and ~~distributor~~a managing general partner with KLH Capital, LP. Each of these ~~home~~KLH ~~furnishings~~Capital toFunds I, II and III are/were Small Business Investment Companies, licensed by the United States Small Business Administration, investing in private equity control positions in the ~~eCommerce~~lower ~~trade~~middle market. ~~From~~He ~~2014~~co-founded KLH Capital in 2005. Prior to ~~November~~KLH ~~2016~~Capital, he ~~held~~was ~~positions~~a ofmanaging ~~President~~general ~~and~~partner ~~Senior~~of ~~Vice~~FCP ~~President~~Investors ofFunds ~~Twin~~I-~~Star International~~V, LP, institutionally backed private equity anfunds ~~enhanced~~investing ~~distributor~~in ofprivate ~~TV/media~~equity ~~furniture,~~control ~~electric~~positions ~~fireplaces,~~in ~~portable~~the ~~heaters~~lower ~~and~~middle ~~consumer~~market. ~~electronic~~He ~~accessories~~co-founded Florida ~~with~~Capital Partners, which ~~operations~~invested in ~~USA~~lower ~~and~~middle ~~China.~~market ~~From~~private ~~2002~~companies, in 1989 with Mr. Kirtley. Prior to ~~2014~~1989, he held positions as a General Partner, Vice President and Associate at Chemical Venture Partners, the ~~positions~~private ofequity ~~Chief~~and ~~Executive~~venture ~~Officer~~capital arm of Chemical Bank and ~~Vice~~as ~~President~~a financial analyst at Drexel Burnham Lambert. He is currently a Director of ~~Bell’O~~MyWorkChoice LLC, a tech-enabled contract ~~International~~staffing company (since January 2020), anHudson ~~enhanced~~& Canal Corp., a designer, importer and distributor of ~~TV/media~~home ~~furniture~~furnishings to the eCommerce trade (since 2017) and ~~consumer~~Educational ~~electronic~~Symposia, ~~accessories~~Inc., ~~From~~a ~~1996~~continuing tomedical education company (since 2001), heand ~~was~~has ~~Chief~~served ~~Executive~~as ~~Officer~~a ~~and~~Director ~~President~~of numerous portfolio companies of ~~M&R~~the ~~Marking~~KLH ~~Systems~~Capital aFunds ~~manufacturer~~and ofFCP ~~custom~~Investors ~~hand~~Funds ~~held~~described ~~marking~~above. ~~products~~He also serves as an Advisor to ~~the~~KLH ~~office~~Capital ~~products~~(since July 2019); TFX Capital (since 2015); Arcus Ventures (since 2011) and Hanover Partners (since ~~industry~~1994). Mr. ~~Sculler~~Leck ~~holds~~received ahis Bachelor’s of Science degree in ~~Accounting~~Commerce from ~~Rider~~the McIntire School of Commerce at the University of Virginia. HeMr. Leck is well-qualified to serve as a Director due to his extensive ~~experience~~investment and board experience in ~~operations,~~the ~~manufacturing,~~private ~~and~~equity ~~finance~~industry.

~~William~~John ~~Weatherford~~F. ~~has~~Kirtley, ~~served~~our asChief ~~one~~Financial ofOfficer, ~~our~~Secretary, ~~directors~~Treasurer, and a Director since ~~October~~inception, ~~2020~~has more than 30 years of experience acquiring businesses. ~~Since~~From ~~2015~~June 2019 until present, Mr. ~~Weatherford~~Kirtley has been ~~Managing Partner~~evaluating ofvarious ~~Weatherford~~potential ~~Capital,~~private equity ainvestments ~~private~~in ~~equity~~conjunction ~~firm~~with ~~headquartered~~our inChief ~~Tampa~~Executive Officer, ~~Florida~~P. MrJeffrey Leck. ~~Weatherford~~ Until June 2019, he was a ~~member~~Special ofAdvisor with ~~the~~KLH Capital Fund III, LP, a managing general partner with KLH Capital Fund II, LP, and a managing general partner with KLH ~~Florida~~Capital, ~~House~~LP. Each of ~~Representatives~~these ~~from~~KLH ~~2006~~Capital toFunds ~~2014.~~I, ~~From~~II ~~2012~~and toIII ~~2014~~are/were heSmall ~~was~~Business Investment Companies, licensed by the ~~84th Speaker~~United States ofSmall Business Administration, investing in private equity control positions in the ~~Florida~~lower ~~House of~~middle ~~Representatives~~market. He ~~currently~~co-founded KLH Capital ~~serves~~in on2005. ~~the~~Prior ~~private~~to ~~boards~~KLH ofCapital, ~~TECO~~he ~~Energy~~was (a ~~West~~managing ~~Florida~~general ~~electric~~partner ~~utility)~~of ~~and~~FCP ~~PayIt~~Investors (aFunds ~~payment~~I-V, LP, institutionally backed ~~platform~~private ~~for~~equity ~~government~~funds ~~services)~~investing in private equity control positions in the lower middle market. He ~~currently~~co-founded Florida ~~serves~~Capital Partners onin ~~the~~1989 ~~advisory~~with ~~boards~~Mr. Leck. ofPrior ~~Kitson~~to &Florida Capital Partners, (he held positions as a ~~Florida~~General ~~real~~Partner, ~~estate~~Associate and ~~development~~Financial ~~company)~~Analyst ~~and~~at ~~MBF~~Chemical ~~Healthcare~~Venture Partners, (athe ~~healthcare-focused~~ private equity ~~firm).~~and ~~Previously,~~venture Mrcapital arm of Chemical Bank. ~~Weatherford~~ He is currently a ~~served~~Director asof Hudson & Canal Corp., a ~~Director~~designer, atimporter ~~Florida~~and ~~Traditions~~distributor ~~Bank~~of ~~from~~home ~~2008~~furnishings to ~~2014,~~the eCommerce trade (since 2017) and ~~Sunshine~~Educational ~~Bancorp~~Symposia, Inc., a continuing medical education company (~~Nasdaq:SBPC~~since 2001), ~~from~~and ~~2015~~has toserved ~~2018.~~as a Director of numerous Mrportfolio companies of the KLH Capital Funds and FCP Investors Funds described above. ~~Weatherford~~ ~~earned~~He received his ~~Bachelors~~Bachelor of Science degree in ~~International~~Commerce ~~Business~~ from ~~Jacksonville~~the ~~University’s~~McIntire ~~Davis College~~School of ~~Business~~Commerce at the University of Virginia. HeMr. Kirtley is well-qualified to serve as a ~~director~~Director due to his extensive ~~experiences in management~~organizational, ~~finance, investing~~investment and ~~public~~board ~~service~~experience in the private equity industry.

Jennifer Paul has served as one of our directors since October 2020. Ms. Paul is the Founder and Managing Director at Minerva Investment Partners, LLC a private investment firm founded in 2018, which seeks to make investments in privately-held companies through the U.S. with EBITDA less than $10 million. She is responsible for sourcing, structuring, closing and monitoring its investments post-close. Prior to founding Minerva, Ms. Paul served as Vice President at Third Lake Capital, LLC, a single-family office managing the capital for the Wanek family, the founders and owners of Ashley Furniture. Her main responsibilities surrounded executing the firm’s private equity strategy including sourcing, structuring, due diligence and ongoing portfolio management, and as a member of the investment committee, she was also involved in areas within the firm including alternative investments, private fund investments and direct real estate investment strategy. She served as the Vice Chairman and Operating Partner of WingHouse Bar & Grill from 2016 until the business was exited in October 2019. Prior to joining Third Lake in 2013, she was an associate with Hyde Park Capital Advisors, LLC a middle-market investment bank, supporting its mergers and acquisitions, private capital raising, fairness opinions and corporate finance efforts. Ms. Paul joined Hyde Park Capital in 2009, where she worked with both public and private companies in a variety of industries including healthcare, industrials, technology, business and financial services. She attended The University of Tampa, where she was the recipient of the President’s Scholarship and graduated with a Bachelor of Science in Finance with a concentration in Accounting. Ms. Paul is well-qualified to serve as a Director due to her extensive experiences within private equity as well as management.25

~~Scott~~Marc ~~Yearwood~~ Sculler has served as one of our directors since October 2020. ~~Mr. Yearwood~~From ~~most~~July ~~recently~~2017 ~~served~~until aspresent, ~~co-founder~~Mr. ~~and~~Sculler has ~~co-~~been President of ~~Energy~~and ~~Hardware~~Chief ~~LLC~~Executive ~~from~~Officer ~~2002~~of toHudson ~~2013.~~& ~~Energy~~Canal, ~~Hardware~~a isdesigner, aimporter and distributor of ~~high~~home ~~quality,~~furnishings ~~close tolerance~~to ~~electro-mechanical hardware~~the ~~and~~eCommerce ~~fasteners~~trade. toFrom ~~industrial~~2014 ~~OEM~~to ~~manufacturers~~November 2016, ~~subcontractors~~he ~~and~~held ~~repair~~positions ~~operations~~of ~~around~~President ~~the world,~~and ~~primarily~~Senior ~~within~~Vice ~~the~~President ~~global~~of ~~power~~Twin-Star International, an ~~generation~~enhanced ~~industry.~~distributor Itof ~~was~~TV/media ~~quickly~~furniture, ~~recognized~~electric asfireplaces, anportable ~~industry~~heaters ~~leader~~and ~~earning~~consumer ~~multiple~~electronic accessories with ~~supplier~~operations ~~awards~~in byUSA ~~providing~~and ~~best~~China. inFrom ~~class~~2002 ~~quality~~to ~~products~~2014 ~~and~~he ~~creative~~held ~~inventory~~the ~~management~~positions ~~solutions~~of ~~such~~Chief asExecutive ~~kitting~~Officer and ~~in-house stores. In~~Vice ~~1998~~President ~~Mr. Yearwood~~of ~~became~~Bell’O International, ~~Director~~an enhanced distributor of ~~Marketing~~TV/media ~~for~~furniture ~~Pentacon~~and ~~Aerospace~~consumer ~~Group,~~electronic ~~and~~accessories. ~~subsequently~~From ~~Director~~1996 ofto GE2001, ~~Global~~he ~~Business~~was Chief ~~Development~~Executive ~~for~~Officer ~~Pentacon,~~and ~~Inc.~~President ~~(NYSE:JIT),~~of aM&R ~~Texas-based company,~~Marking ~~until~~Systems hea ~~co-founded Energy~~manufacturer ~~Hardware~~of ~~LLC~~custom inhand ~~2002.~~held ~~He graduated~~marking ~~from~~products ~~Brevard~~to ~~Community~~the ~~College~~office ~~with~~products industry. anMr. Sculler ~~Associate~~holds a Bachelor’s degree in ~~Business~~Accounting ~~Administration~~from Rider University. He is well-qualified to ~~serve~~ serve as a Director due to his extensive experience in operations, manufacturing, and ~~manufacturing~~finance.

~~Number~~William Weatherford has served as one of our directors since October 2020. Since 2015, Mr. Weatherford has been Managing Partner of Weatherford Capital, a private equity firm headquartered in Tampa, Florida. Mr. Weatherford was a member of the Florida House of Representatives from 2006 to 2014. From 2012 to 2014 he was the 84th Speaker of the Florida House of Representatives. He currently serves on the private boards of TECO Energy (a West Florida electric utility) and ~~Terms~~PayIt (a payment platform for government services). He currently serves on the advisory boards of ~~Office~~Kitson & Partners (a Florida real estate development company) and MBF Healthcare Partners (a healthcare-focused private equity firm). Previously, Mr. Weatherford served as a Director at Florida Traditions Bank from 2008 to 2014, and Sunshine Bancorp Inc. (Nasdaq:SBPC) from 2015 to 2018. Mr. Weatherford earned his Bachelors of ~~Officers~~Science degree in International Business from Jacksonville University’s Davis College of Business. He is well-qualified to serve as a director due to his extensive experiences in management, finance, investing and ~~Directors~~public service.

~~Our~~Jennifer ~~board~~Paul ofhas ~~directors~~served ~~consists~~as one of ~~six~~our directors ~~and~~since isOctober ~~divided~~2020. ~~into~~Ms. ~~three~~Paul ~~classes~~is ~~with~~the ~~only~~Founder ~~one~~and ~~class~~Managing ofDirector ~~directors~~at ~~being~~Minerva ~~elected~~Investment Partners, LLC a private investment firm founded in ~~each~~2018, ~~year~~which ~~and~~seeks ~~each~~to ~~class~~make ~~(except~~investments ~~for~~in ~~those~~privately-held companies ~~directors~~through the ~~appointed~~U.S. ~~prior~~with toEBITDA ~~our~~less ~~first~~than ~~annual~~$10 million. ~~meeting~~She ofis ~~stockholders)~~responsible ~~serving~~for asourcing, structuring, closing and monitoring its investments ~~three~~post-~~year term~~close. ~~The~~Prior ~~term~~to offounding ~~office~~Minerva, ofMs. Paul served as Vice President at Third Lake Capital, LLC, a single-family office managing the ~~first~~capital ~~class~~for ofthe ~~directors~~Wanek family, ~~consisting~~the founders and owners of ~~Messrs~~Ashley Furniture. ~~Weatherford~~Her ~~and~~main ~~Yearwood~~responsibilities ~~will~~surrounded executing ~~expire~~the atfirm’s ~~our~~private ~~first~~equity ~~annual~~strategy ~~meeting~~including ofsourcing, ~~stockholders.~~structuring, ~~The~~due ~~term~~diligence ofand ~~office~~ongoing ofportfolio ~~the~~management, ~~second~~and as ~~class~~a member of ~~directors~~the investment committee, ~~consisting~~she ofwas ~~Mr. Sculler~~also involved in areas within the firm including alternative investments, private fund investments and ~~Ms.~~direct ~~Paul,~~real ~~will~~estate ~~expire~~investment atstrategy. She served as the ~~second~~Vice ~~annual~~Chairman ~~meeting~~and Operating Partner of ~~stockholders.~~WingHouse Bar ~~The~~& ~~term~~Grill offrom ~~office~~2016 ofuntil the ~~third~~business ~~class~~was ofexited ~~directors~~in October 2019. Prior to joining Third Lake in 2013, ~~consisting~~she was an associate ofwith ~~Messrs.~~Hyde Park Capital Advisors, LLC a middle-market ~~Kirtley~~investment bank, supporting its mergers and ~~Leck~~acquisitions, ~~will~~private ~~expire~~capital raising, atfairness ~~the~~opinions ~~third~~and ~~annual~~corporate ~~meeting~~finance ofefforts. ~~stockholders~~Ms. WePaul ~~may~~joined ~~not~~Hyde ~~hold~~Park anCapital ~~annual~~in ~~meeting~~2009, ofwhere she worked with both ~~stockholders~~public ~~until~~and ~~after~~private wecompanies ~~consummate~~in ~~our~~a ~~initial~~variety of industries including healthcare, industrials, technology, business ~~combination~~and financial services. AsShe aattended ~~result,~~The ~~you~~University ~~will~~of ~~not~~Tampa, ~~have~~where ~~any~~she ~~influence~~was ~~over~~the recipient of the President’s Scholarship and graduated ~~election~~with a Bachelor of ~~directors~~Science ~~prior~~in Finance with a concentration in Accounting. Ms. Paul is well-qualified to ~~our~~serve ~~initial~~as ~~business~~a ~~combination~~Director due to her extensive experiences within private equity as well as management.

~~Our~~Scott ~~officers~~Yearwood ~~are~~has ~~appointed~~served byas ~~the~~one ~~board~~ of our directors ~~and~~since ~~serve~~October at2020. ~~the~~Mr. Yearwood ~~discretion~~most ofrecently ~~the~~served ~~board~~as co-founder and co-President of ~~directors,~~Energy ~~rather~~Hardware ~~than~~LLC ~~for~~from ~~specific terms~~2002 ofto ~~office~~2013. ~~Our~~Energy ~~board~~Hardware is a distributor of ~~directors~~high isquality, ~~authorized~~close totolerance electro-mechanical hardware ~~appoint~~and ~~persons~~fasteners to industrial OEM manufacturers, subcontractors and repair operations around the world, ~~offices~~primarily ~~set~~within ~~forth~~the inglobal ~~our~~power ~~bylaws~~generation industry. It was quickly recognized as itan ~~deems~~industry ~~appropriate.~~leader earning multiple ~~Our~~supplier ~~bylaws~~awards ~~provide~~by ~~that~~providing ~~our~~best ~~officers~~in ~~may~~class ~~consist~~quality ofproducts ~~one~~and orcreative ~~more~~inventory ~~Chairmen~~management solutions such as kitting and in-house stores. In 1998 Mr. Yearwood became Director of ~~the~~Marketing ~~Board~~for Pentacon Aerospace Group, ~~one~~and orsubsequently ~~more~~Director ~~Chief~~of ~~Executive~~GE ~~Officers,~~Global aBusiness ~~President,~~Development afor ~~Chief~~Pentacon, ~~Financial~~Inc. ~~Officer~~(NYSE:JIT), ~~Vice~~a ~~Presidents~~Texas-based company, ~~Secretary,~~until ~~Treasurer~~he ~~and~~co-founded Energy ~~such~~Hardware ~~other~~LLC ~~offices~~in as2002. ~~may~~He graduated befrom ~~determined~~Brevard byCommunity ~~the~~College with an Associate’s degree in Business Administration. He is well-qualified to ~~board~~serve ofas ~~directors~~a Director due to his extensive experience in operations and manufacturing.

2126

~~Committees~~Number ofand ~~the~~Terms ~~Board~~of Office of Officers and Directors

Our board of directors ~~has~~consists ~~two~~of ~~standing~~six ~~committees:~~directors anand ~~audit~~is ~~committee~~divided ~~and~~into athree ~~compensation~~classes ~~committee.~~with ~~Subject~~only toone ~~phase-in rules~~class of directors being elected in each year and aeach ~~limited~~class ~~exception,~~(except ~~the~~for ~~rules~~those ofdirectors ~~Nasdaq~~appointed ~~and~~prior ~~Rule~~to ~~10A~~our first annual meeting of stockholders) serving a three-3year ofterm. ~~the~~The ~~Exchange~~term ~~Act~~of ~~require~~office ~~that~~of the ~~audit~~first ~~committee~~class of adirectors, ~~listed~~consisting of Messrs. Weatherford and Yearwood will ~~company~~expire beat ~~comprised~~our ~~solely~~first annual meeting of ~~independent~~stockholders. ~~directors,~~The ~~and~~term of office of the ~~rules~~second class of ~~Nasdaq~~directors, ~~require~~consisting ~~that~~of Mr. Sculler and Ms. Paul, will expire at the ~~compensation~~second ~~committee~~annual meeting of astockholders. ~~listed company~~The beterm ~~comprised~~of ~~solely~~office of ~~independent~~the third class of directors, consisting of Messrs. Kirtley ~~Each~~and ~~committee~~Leck, ~~operates~~will ~~under~~expire aat ~~charter~~the ~~that~~third ~~complies~~annual ~~with~~meeting ~~Nasdaq~~of ~~rules, has~~stockholders. ~~been~~We ~~approved~~may bynot ~~our~~hold ~~board~~an ofannual ~~directors~~meeting ~~and~~of stockholders ~~has~~until ~~the~~after ~~composition~~we ~~and~~consummate ~~responsibilities~~our ~~described~~initial ~~below~~business combination.

~~Audit~~Our ~~Committee~~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 appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of one or more Chairmen of the Board, one or more Chief Executive Officers, a President, a Chief Financial Officer, Vice Presidents, Secretary, Treasurer and such other offices as may be determined by the board of directors.

WeCommittees ~~have established an audit committee~~ of the ~~board~~Board ~~directors. Messrs. Sculler, Yearwood and Ms. Paul serve as members~~ of our audit committee and Mr. Sculler serves as the Chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent, subject to certain phase-in provisions. Each member of our audit committee meets the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.Directors

~~Each~~Our ~~member~~board of ~~the~~directors has two standing committees: an audit committee isand ~~financially~~a ~~literate~~compensation committee. Subject to phase-in rules and ~~our~~a ~~board~~limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, ~~has~~and ~~determined~~the rules of Nasdaq require that ~~Mr. Sculler~~the ~~qualifies~~compensation committee of a listed ascompany anbe ~~“audit~~comprised solely of independent directors. Each committee ~~financial~~operates ~~expert”~~under asa ~~defined~~charter inthat ~~applicable~~complies ~~SEC~~with Nasdaq rules, has been approved by our board of directors and has the composition and responsibilities described below.

WeAudit ~~adopted an audit committee charter, which details the principal functions of the audit committee, including:~~Committee

●We have established an audit committee of the ~~appointment,~~board ~~compensation,~~directors. ~~retention,~~Messrs. ~~replacement~~Sculler, Yearwood and ~~oversight~~Ms. Paul serve as members of our audit committee and Mr. Sculler serves as the ~~work~~Chairman of the ~~independent~~audit ~~auditors~~committee. Under the Nasdaq listing standards and ~~any~~applicable SEC ~~other~~rules, we are required to have at least three members of the audit committee, all of whom must be independent, ~~registered~~subject ~~public~~to certain ~~accounting~~phase-in provisions. ~~firm~~Each ~~engaged~~member byof ~~us;~~our audit committee meets the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

●Each member ~~pre-approving~~of ~~all~~the audit committee is financially literate and ~~permitted~~our ~~non-audit~~board ~~services~~of todirectors behas ~~provided~~determined bythat ~~the~~Mr. Sculler ~~independent~~qualifies as ~~auditors~~an or“audit ~~any~~committee ~~other~~financial ~~registered~~expert” ~~public~~as ~~accounting~~defined ~~firm~~in ~~engaged~~applicable bySEC ~~us,~~rules and ~~establishing~~has ~~pre-approval~~accounting ~~policies~~or ~~and~~related ~~procedures;~~financial management expertise.

●We adopted ~~reviewing~~an ~~and~~audit ~~discussing~~committee ~~with~~charter, ~~the~~which ~~independent~~details ~~auditors all relationships~~ the ~~auditors~~principal ~~have~~functions ~~with~~of usthe inaudit ~~order~~committee, ~~to evaluate their continued independence;~~including:

● ~~setting~~the ~~clear~~appointment, ~~hiring~~compensation, ~~policies~~retention, ~~for~~replacement, ~~employees~~and oroversight ~~former~~of ~~employees~~the work of the independent auditors and any other independent registered public accounting firm engaged by us;

● ~~setting~~pre-approving ~~clear~~all ~~policies~~audit ~~for~~and permitted non-audit ~~partner~~services ~~rotation~~to inbe ~~compliance~~provided ~~with~~by ~~applicable~~the ~~laws~~independent auditors or any other registered public accounting firm engaged by us, and ~~regulations~~establishing pre-approval policies and procedures;

● ~~obtaining~~reviewing and ~~reviewing~~discussing awith ~~report, at least annually, from~~ the independent auditors ~~describing~~all ~~(i)~~relationships the ~~independent~~auditors ~~auditor’s~~have ~~internal~~with ~~quality-control~~us ~~procedures~~in ~~and~~order (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to ~~deal~~evaluate ~~with~~their ~~such~~continued ~~issues~~independence;

● ~~reviewing~~setting ~~and~~clear ~~approving~~hiring ~~any~~policies ~~related~~for ~~party~~employees ~~transaction~~or ~~required~~former toemployees ~~be disclosed pursuant to Item 404~~ of ~~Regulation S-K promulgated by~~ the ~~SEC~~independent ~~prior to us entering into such transaction~~auditors; ~~and~~

● ~~reviewing~~setting ~~with~~clear ~~management,~~policies ~~the~~for ~~independent~~audit ~~auditors,~~partner ~~and~~rotation ~~our~~in ~~legal advisors, as appropriate, any legal, regulatory or~~ compliance ~~matters, including any correspondence~~ with ~~regulators~~applicable orlaws ~~government agencies~~ and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.regulations;

~~Compensation Committee~~● obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

We have established a compensation committee of the board of directors. Mr. Sculler and Ms. Paul serve as the members of our compensation committee and Ms. Paul serves as the chairman of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent, subject to certain phase-in provisions. Each member of our compensation committee meets the independent director standard under Nasdaq listing standards applicable to members of the compensation committee.27

~~We adopted~~● areviewing ~~compensation~~and ~~committee~~approving ~~charter,~~any ~~which~~related ~~details~~party ~~the~~transaction ~~principal~~required ~~functions~~to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the ~~compensation~~SEC ~~committee,~~prior ~~including:~~to us entering into such transaction; and

● reviewing with management, the independent auditors, and ~~approving~~our onlegal anadvisors, ~~annual~~as ~~basis~~appropriate, ~~the~~any ~~corporate~~legal, ~~goals~~regulatory ~~and~~or ~~objectives~~compliance ~~relevant~~matters, toincluding ~~our~~any ~~Chief~~correspondence ~~Executive~~with ~~Officer’s~~regulators ~~compensation,~~or ~~evaluating~~government ~~our~~agencies ~~Chief~~and ~~Executive~~any ~~Officer’s~~employee ~~performance~~complaints inor ~~light~~published ofreports ~~such~~that ~~goals~~raise ~~and~~material ~~objectives~~issues ~~and~~regarding ~~determining~~our ~~and~~financial ~~approving~~statements ~~the~~or ~~remuneration~~accounting ~~(if~~policies and any) ofsignificant ~~our~~changes ~~Chief~~in ~~Executive~~accounting ~~Officer~~standards ~~based~~or onrules ~~such~~promulgated ~~evaluation;~~by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

~~● reviewing and approving on an annual basis the compensation of all of our other officers;~~Compensation Committee

●We have ~~reviewing~~established ona ancompensation ~~annual~~committee ~~basis~~of the board of directors. Mr. Sculler and Ms. Paul serve as the members of our compensation ~~executive~~committee and Ms. Paul serves as the chairman of the compensation ~~policies~~committee. Under the Nasdaq listing standards and applicable ~~plans;~~SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent, subject to certain phase-in provisions. Each member of our compensation committee meets the independent director standard under Nasdaq listing standards applicable to members of the compensation committee.

●We adopted ~~implementing~~a ~~and~~compensation ~~administering~~committee ~~our~~charter, ~~incentive~~which ~~compensation~~details ~~equity-based~~the ~~remuneration~~principal ~~plans;~~functions of the compensation committee, including:

● ~~assisting~~reviewing ~~management~~and inapproving ~~complying~~on ~~with~~an annual basis the corporate goals and objectives relevant to our ~~proxy~~Chief ~~statement~~Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and ~~annual~~objectives ~~report~~and ~~disclosure~~determining ~~requirements~~and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

22● reviewing and approving on an annual basis the compensation of all of our other officers;

● ~~approving~~reviewing ~~all~~on ~~special~~an ~~perquisites,~~annual ~~special~~basis ~~cash~~our ~~payments~~executive ~~and other special~~ compensation ~~and~~policies ~~benefit arrangements for our officers~~ and ~~employees~~plans;

● ifimplementing ~~required,~~and ~~producing~~administering aour ~~report~~incentive ~~on executive~~ compensation toequity-based beremuneration ~~included in our annual proxy statement~~plans; ~~and~~

● ~~reviewing,~~assisting ~~evaluating~~management ~~and~~in ~~recommending~~complying ~~changes,~~with ifour ~~appropriate,~~proxy tostatement ~~the~~and ~~remuneration~~annual ~~for~~report ~~directors.~~disclosure requirements;

~~Notwithstanding the~~● ~~foregoing,~~approving asall ~~indicated~~special ~~above~~perquisites, ~~other~~special ~~than~~cash ~~reimbursement~~payments ofand ~~expenses,~~other nospecial compensation ofand ~~any~~benefit ~~kind,~~arrangements ~~including~~for ~~finders, consulting or other similar fees, will be paid to any of~~ our ~~existing stockholders,~~ officers, directors or any of their respective affiliates, prior to, or for any services they render in order to complete the consummation of a business combination although we may consider cash or other compensation to officers or advisors we may hire hereafter to be paid either prior to or in connection with our initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and ~~recommendation of any compensation arrangements to be entered into in connection with such initial business combination.~~employees;

~~The charter~~● ~~also~~if ~~provides that the compensation committee may~~required, inproducing ~~its~~a ~~sole~~report ~~discretion,~~on ~~retain~~executive ~~or obtain the advice of a~~ compensation ~~consultant,~~ ~~legal~~to ~~counsel or other adviser and will~~ be ~~directly~~included ~~responsible~~in ~~for~~our ~~the~~annual ~~appointment,~~proxy ~~compensation~~statement; 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 Nasdaq and the SEC.

~~Director Nominations~~● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

WeNotwithstanding dothe ~~not~~foregoing, ~~have~~as aindicated ~~standing~~above, ~~nominating~~other ~~committee.~~than Inreimbursement ~~accordance~~of ~~with~~expenses, ~~Rule~~no ~~5605(e)(2)~~compensation of ~~the~~any ~~Nasdaq~~kind, ~~Rules~~including finders, aconsulting or ~~majority~~other similar fees, will be paid to any of ~~the~~our ~~independent~~ existing stockholders, officers, directors ~~may~~or ~~recommend~~any aof ~~director~~their ~~nominee~~respective affiliates, prior to, or for ~~selection~~any byservices ~~the~~they ~~board~~render ofin ~~directors.~~order ~~The~~to ~~board~~complete the consummation of ~~directors~~a ~~believes~~business ~~that~~combination ~~the~~although ~~independent~~we may consider ~~directors~~cash ~~can~~or ~~satisfactorily~~other ~~carry~~compensation ~~out~~to ~~the~~officers ~~responsibility~~or ofadvisors ~~properly~~we ~~selecting~~may hire hereafter to be paid either prior to or ~~approving~~in ~~director~~connection ~~nominees~~with ~~without~~our initial business combination. Accordingly, it is likely that prior to the ~~formation~~ consummation of aan ~~standing~~initial ~~nominating~~business combination, the compensation committee. Aswill ~~there~~only isbe noresponsible ~~standing~~for ~~nominating~~the ~~committee,~~review weand dorecommendation ~~not~~of ~~have~~any acompensation ~~nominating~~arrangements ~~committee~~to ~~charter~~be entered into in ~~place~~connection with such initial business combination.

The ~~board~~charter ofalso ~~directors~~provides ~~will~~that ~~also~~the ~~consider~~compensation ~~director~~committee ~~candidates~~may, ~~recommended~~in ~~for~~its ~~nomination~~sole bydiscretion, ~~our~~retain ~~stockholders~~or ~~during~~obtain ~~such~~the ~~times~~advice ~~as they~~of ~~are~~a ~~seeking~~compensation consultant, ~~proposed~~legal ~~nominees~~counsel toor ~~stand~~other ~~for~~adviser ~~election~~and atwill ~~the~~be ~~next~~directly ~~annual~~responsible ~~meeting~~for ofthe ~~stockholders (or~~appointment, ifcompensation ~~applicable,~~and aoversight ~~special~~of ~~meeting~~the work of ~~stockholders)~~any such adviser. ~~Our~~However, ~~stockholders~~before ~~that~~engaging ~~wish~~or toreceiving ~~nominate~~advice from a ~~director~~compensation ~~for~~consultant, ~~election~~external tolegal ~~our~~counsel or ~~board~~any other adviser, the compensation committee will consider the independence of ~~directors~~each ~~should~~such ~~follow~~ adviser, including the ~~procedures~~factors ~~set~~required by ~~forth~~Nasdaq inand ~~our~~the ~~bylaws~~SEC.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.28

~~Code~~Director ~~of Ethics~~Nominations

We ~~have~~do ~~adopted~~not have a ~~Code~~standing ofnominating ~~Ethics~~committee. ~~applicable~~In toaccordance ~~our~~with ~~directors,~~Rule ~~officers~~5605(e)(2) ~~and~~of ~~employees.~~the WeNasdaq ~~filed~~Rules, a ~~copy~~majority of ~~our~~the ~~Code~~independent directors ofmay ~~Ethics~~recommend ~~and~~a ~~our audit~~director ~~and~~nominee ~~compensation~~for ~~committee~~selection ~~charters~~by asthe ~~exhibits~~board toof ~~this Report~~directors. ~~You~~The ~~will~~board beof ~~able~~directors tobelieves ~~review~~that ~~these~~the ~~documents by accessing~~independent ~~our~~directors ~~public~~can ~~filings~~satisfactorily atcarry out the ~~SEC’s~~responsibility ~~web~~of ~~site~~properly ~~at www.sec.gov.~~selecting Weor ~~intend~~approving todirector ~~disclose~~nominees ~~any~~without ~~amendments~~the ~~to or waivers~~formation of ~~certain~~a ~~provisions~~standing ofnominating ~~our~~committee. ~~Code~~As ofthere ~~Ethics~~is inno astanding ~~Current~~nominating ~~Report~~committee, onwe ~~Form~~do ~~8-K~~not have a nominating committee charter in place.

23The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

~~Item~~We 11have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. ~~Executive~~In ~~Compensation~~general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

~~Compensation~~Code ~~Discussion~~of ~~and Analysis~~Ethics

~~Officer~~We have adopted a Code of Ethics applicable to our directors, officers and ~~Director~~employees. ~~Compensation~~We filed a copy of our Code of Ethics and our audit and compensation committee charters as exhibits to this Report. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. 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.

~~None~~Compliance ofwith ~~our~~Section ~~officers~~16(a) ~~or directors has received any cash compensation for services rendered to us. Other than as set forth elsewhere in this Report, no compensation~~ of any kind, including finder’s and consulting fees, will be paid to our sponsor, existing officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the ~~completion of~~Exchange our initial business combination although we may consider cash or other compensation to officers or advisors we may hire hereafter to be paid either prior to or in connection with our initial business combination. In addition, our officers and directors, or any of their respective affiliates 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 or directors, or our or their affiliates.Act

~~After the~~Section ~~completion~~16(a) of ~~our~~the ~~initial~~Exchange Act ~~business~~requires ~~combination~~our executive officers, directors orand ~~members~~persons ~~of our management team~~ who ~~remain~~beneficially ~~with~~own usmore ~~may~~than be10% ~~paid consulting~~of ora ~~management~~registered ~~fees~~class ~~from the combined company. All~~ of ~~these~~our ~~fees~~equity ~~will be fully disclosed~~ securities to ~~stockholders,~~file towith the ~~extent then~~SEC ~~known,~~initial inreports ~~the~~of ~~tender~~ownership ~~offer~~and ~~materials~~reports orof ~~proxy~~changes ~~solicitation~~in ~~materials~~ownership ~~furnished~~of to our ~~stockholders~~common instock ~~connection~~and ~~with~~other aequity ~~proposed~~securities. ~~business~~These ~~combination.~~executive Weofficers, ~~have~~directors, ~~not~~and ~~established~~greater ~~any~~than ~~limit~~10% onbeneficial ~~the~~owners ~~amount~~are ofrequired ~~such~~by ~~fees~~SEC ~~that~~regulation ~~may~~to befurnish ~~paid~~us bywith ~~the~~copies ~~combined~~of all ~~company~~Section ~~to our~~16(a) ~~directors~~forms orfiled ~~members~~by ofsuch ~~management~~reporting persons. ItBased issolely ~~unlikely~~on ~~the~~our ~~amount~~review of such ~~compensation~~forms ~~will~~furnished beto ~~known~~us atand ~~the~~written ~~time~~representations from ofcertain ~~the~~reporting ~~proposed business combination~~persons, ~~because~~we ~~the~~believe ~~directors~~that ofduring the ~~post-combination business~~year ~~will~~ended beDecember ~~responsible~~31, ~~for~~2021, ~~determining~~all ~~officer and~~reports ~~director~~applicable ~~compensation. Any compensation~~ to ~~be paid to~~ our ~~officers~~executive ~~will be determined~~officers, directors orand ~~recommended~~greater tothan ~~the~~10% ~~board~~beneficial ofowners ~~directors for~~were ~~determination,~~filed ~~either~~in by a ~~compensation~~timely ~~committee~~manner ~~constituted~~in ~~solely~~accordance bywith ~~independent~~Section ~~directors or by~~ 16(a) ~~majority~~ of the ~~independent directors~~Exchange ~~on our board of directors~~Act.

Following a business combination, to the extent we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management team 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.29

~~The~~Item ~~Compensation~~11. ~~Committee~~Executive ~~has reviewed and discussed the~~ 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 Annual Report on Form 10-K for the year ended December 31, 2020.

24None of our officers or directors has received any cash compensation for services rendered to us. Other than as set forth elsewhere in this Report, no compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, existing 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 although we may consider cash or other compensation to officers or advisors we may hire hereafter to be paid either prior to or in connection with our initial business combination. In addition, our officers and directors, or any of their respective affiliates have been and will continue to 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 reviews on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.

After the ~~Item~~completion 12of 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. ~~Security~~All ~~Ownership~~of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of ~~Certain~~such ~~Beneficial~~fees ~~Owners~~that ~~and~~may ~~Management~~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 officer and ~~Related~~director ~~Stockholder~~compensation. ~~Matters~~Any compensation to be paid to our 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.

~~The~~Following a ~~following~~business ~~table~~combination, ~~sets forth~~to ~~information~~the ~~regarding~~extent ~~the~~we ~~beneficial~~deem ~~ownership~~it ofnecessary, ~~our~~we ~~common~~may ~~stock~~seek asto recruit additional managers to supplement the incumbent management team of ~~December~~the ~~31,~~target ~~2020~~business. ~~based~~We oncannot ~~information~~assure ~~obtained~~you ~~from~~ that we will have the ~~persons~~ability ~~named~~to ~~below~~recruit additional managers, ~~with~~or that ~~respect~~additional tomanagers will have the ~~beneficial~~requisite ~~ownership~~skills, ofknowledge ~~common~~or ~~stock,~~experience ~~by:~~necessary to enhance the incumbent management.

~~● each person known by us to be the beneficial owner of more than 5% of our outstanding common stock;~~30

●Item 12. ~~each~~Security Ownership of ~~our~~Certain ~~executive~~Beneficial ~~officers~~Owners and ~~directors~~Management ~~that~~and ~~beneficially~~Related ~~owns~~Stockholder ~~our common stock; and~~Matters.

●The ~~all~~following ~~our~~table ~~executive~~sets ~~officers~~forth information ~~and~~regarding ~~directors~~the beneficial ownership of our common stock as aof ~~group.~~April 25, 2022 based on information obtained from the persons named below, with respect to the beneficial ownership of common stock, by:

~~In the~~● ~~table~~each ~~below,~~person ~~percentage~~known ~~ownership~~by isus ~~based~~to onbe ~~13,750,000 shares~~the ofbeneficial ~~our~~owner ~~common~~of ~~stock~~more ~~issued~~than ~~and~~5% ~~outstanding as~~ of ~~the date~~our ofoutstanding ~~this~~common ~~report.~~stock;

~~Unless otherwise~~● ~~indicated,~~each weof ~~believe~~our ~~that~~executive ~~all~~officers ~~persons named in the table have sole voting~~ and ~~investment~~directors ~~power~~that ~~with~~beneficially ~~respect~~owns toour ~~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.and

Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned(2)		Approximate Percentage of Outstanding Common Stock
Mallard Founders Holdings, LLC(2)		2,750,000		20.0	%
P. Jeffrey Leck		2,750,000		20.0	%
John F. Kirtley		2,750,000		20.0	%
Marc S. Sculler		—		—
William Weatherford		—		—
Jennifer Paul		—		—
Scott Yearwood		—		—
All executive officers and directors as a group (6 individuals)		2,750,000		20.0	%
Other 5% Stockholders
CVI Investments, Inc. (3)		900,000		6.5	%
Boothbay Absolute Returns Strategies LP (4)		1,000,000		7.3	%
K2 Principal Fund, L.P. (5)		950,000		6.9	%

●

all our executive officers and directors as a group.

*In ~~less~~the ~~than~~table 1%below, percentage ownership is based on 13,750,000 shares of our common stock issued and outstanding as of April 25, 2022.

~~(1)~~ Unless otherwise ~~noted~~indicated, we believe that all persons named in the ~~business~~table ~~address~~have ofsole ~~each~~voting and investment power with respect to all shares of ~~the~~common stock beneficially owned by them. The following ~~entities~~table does not reflect record or ~~individuals~~beneficial isownership ~~c/o~~of ~~Mallard~~the private ~~Acquisition~~placement ~~Corp.,~~warrants ~~19701~~as ~~Bethel~~these ~~Church~~warrants ~~Road,~~are ~~Suite~~not ~~302,~~exercisable ~~Cornelius,~~within NC60 ~~28031~~days of the date of this Report.

(2) Our sponsor is the record holder of the founder shares reported herein. Mr. Leck, our Chief Executive Officer, and Mr. Kirtley, our Chief Financial Officer, are the managing members of our sponsor. Consequently, such persons may be deemed the beneficial owner of the shares held by our sponsor and have voting and dispositive control over such securities. Such persons disclaim beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein, directly or indirectly. In addition, each of our officers and directors is a member of our sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Name and Address of Beneficial Owner⁽¹⁾	Number of Shares Beneficially Owned⁽²⁾		Approximate Percentage of Outstanding Common Stock
Mallard Founders Holdings, LLC⁽²⁾		2,750,000		20.0	%
P. Jeffrey Leck		2,750,000		20.0	%
John F. Kirtley		2,750,000		20.0	%
Marc S. Sculler		—		—
William Weatherford		—		—
Jennifer Paul		—		—
Scott Yearwood		—		—
All executive officers and directors as a group (6 individuals)		2,750,000		20.0	%
Other 5% Stockholders
ATW SPAC Management LLC⁽³⁾		1,011,552		7.3	%
Falcon Edge Capital, LP⁽⁴⁾		990,000		7.2	%
Shaolin Capital Management LLC⁽⁵⁾		918,468		6.7	%
Periscope Capital Inc.⁽⁶⁾		900,600		6.5	%
CVI Investments, Inc.⁽⁷⁾		899,999		6.5	%
Polar Asset Management Partners Inc.⁽⁸⁾		802,290		5.8	%

~~(3)~~* ~~According~~less tothan ~~a Schedule 13G filed October 29, 2020, CVI Investments, Inc~~1%. (“CVI”) owns the indicated shares beneficially and of record. Heights Capital Management, Inc. (“HCM”) is the investment manager of CVI and may exercise voting and dispositive control with respect to such shares. Accordingly, HCM may be deemed a beneficial owner of such shares. The address of CVI is P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands; the address of HCM is 101 California Street, Suite 3250, San Francisco, California 94111.

(41) ~~According~~Unless tootherwise ~~a Schedule 13G filed November 4~~noted, ~~2020,~~ the ~~shares~~business ~~are~~address held by Boothbay Absolute Return Strategies LP, a Delaware limited partnership (the “Fund”), which is managed by Boothbay Fund Management, LLC, a Delaware limited liability company (the “Adviser”). The Adviser, in its capacity as the investment manager of ~~the~~each ~~Fund, has the power to vote and the power to direct the disposition~~ of ~~all shares held by~~ the ~~Fund.~~following ~~Ari~~entities ~~Glass~~or individuals is ~~the~~c/o ~~Managing~~Mallard ~~Member~~Acquisition ~~of the Adviser~~Corp. ~~Accordingly~~, ~~the~~19701 ~~Fund~~Bethel ~~and~~Church ~~the Adviser and Mr. Glass may be deemed to beneficially own an aggregate of 1~~Road,~~000,000~~ ~~Shares.~~Suite ~~The address of all reporting persons is 140 East 45th Street~~302, ~~14th Floor~~Cornelius, ~~New~~NC ~~York, NY 10017~~28031.

(52) ~~According~~Our tosponsor ais ~~Schedule~~the ~~13G~~record ~~filed~~holder ~~November 5, 2020, beneficial ownership~~ of ~~these~~the ~~securities~~founder ~~may~~shares bereported ~~attributed~~herein. toMr. ~~Shawn Kimel Investments~~Leck, ~~Inc.,~~our anChief ~~Ontario~~Executive ~~corporation (“SKI“)~~Officer, ~~The~~and K2Mr. ~~Principal Fund~~Kirtley, ~~L.P.,~~our anChief ~~Ontario~~Financial ~~limited~~Officer, ~~partnership~~are (the ~~“Fund“),~~managing K2members ~~Genpar~~of ~~2017~~our ~~Inc~~sponsor. Consequently, ansuch ~~Ontario~~persons ~~corporation~~may ~~and~~be deemed the ~~General~~beneficial ~~Partner~~owner toof the ~~Fund~~shares ~~(“Genpar~~held ~~2017“),~~by ~~and~~our K2sponsor &and ~~Associates~~have ~~Investment~~voting ~~Management~~and ~~Inc.,~~dispositive ancontrol ~~Ontario~~over ~~corporation~~such ~~(“K2 & Associates“)~~securities. ~~Mr.~~Such ~~Gosselin~~persons isdisclaim ~~Vice~~beneficial ~~president~~ownership of ~~SKI,~~any ~~Secretary~~shares ofother ~~Genpar~~than ~~2017,~~to ~~and~~the ~~President~~extent ofhe K2may &have ~~Associates.~~a K2pecuniary &interest ~~Associates~~therein, isdirectly aor ~~direct 66~~indirectly.5% ~~owned~~In ~~subsidiary~~addition, each of ~~SKI,~~our officers and directors is ~~the~~a ~~investment~~member ~~manager~~ of ~~the~~our ~~Fund~~sponsor. ~~The~~Each ~~business~~such ~~address~~person ofdisclaims ~~each~~any beneficial ownership of the ~~reporting~~reported ~~entities~~shares orother ~~individuals~~than isto 2the ~~Bloor~~extent Stof ~~West,~~any ~~Suite~~pecuniary ~~801,~~interest ~~Toronto,~~they ~~Ontario~~may have therein, ~~M4W~~directly ~~3E2~~or indirectly.

~~Securities Authorized for Issuance under Equity Compensation Table~~31

~~None~~(3) According to a Schedule 13G filed February 14, 2022 by ATW SPAC Management LLC, a Delaware limited liability company (the “Adviser”), 1,011,552 shares of common stock are held by one or more separately managed accounts managed by the Adviser, which has been delegated exclusive authority to vote and/or direct the disposition of such common stock held by such separately managed accounts, which are sub-accounts of one or more pooled investment vehicles managed by a Delaware limited liability company. Antonio Ruiz-Gimenez, a citizen of Spain, is the Managing Member of the Adviser (“Mr. Ruiz-Giminez”, together with the Adviser, the “Reporting Persons”). The business address of the Reporting Persons is 7969 NW 2nd Street, #401, Miami, Florida 33126.

~~Changes in~~(4) ~~Control~~According to a Schedule 13G filed February 16, 2021 by (i) Falcon Edge Capital, LP (“FEC”), as investment manager of certain affiliated private funds (the “Falcon Edge Funds”) and (ii) Richard Gerson, as the Chairman and Chief Investment Officer of FEC, (“Mr. Gerson”, together with FEC, the “Reporting Persons”), with respect to the shares of common stock held by the Falcon Edge Funds. The business address of the Reporting Persons is 660 Madison Avenue, 19th Floor, New York, NY 10065, United States of America.

~~None~~(5) According to a Schedule 13G filed February 10, 2022 by Shaolin Capital Management LLC, a Delaware limited liability company (“Shaolin”), which serves as the investment advisor to Shaolin Capital Partners Master Fund, Ltd. a Cayman Islands exempted company, MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC, and DS Liquid DIV RVA SCM LLC being managed accounts advised by Shaolin. The business address of Shaolin is 7610 NE 4th Court, Suite 104 Miami, Florida, 33138.

25(6) According to a Schedule 13G filed February 16, 2021, as amended February 14, 2022, by Periscope Capital Inc. (“Periscope”). Periscope is the beneficial owner of 797,300 shares of common stock, and acts as investment manager of, and exercises investment discretion with respect to, certain private investment funds that collectively directly own 103,300 shares of common stock. The business address of Periscope is 333 Bay Street, Suite 1240, Toronto, Ontario, Canada M5H 2R2.

~~Item 13~~(7) According to a Schedule 13G filed October 29, 2020, as amended February 14, 2022, CVI Investments, Inc. ~~Certain~~(“CVI”) ~~Relationships~~owns the indicated shares beneficially and ~~Related~~of ~~Transactions~~record. Heights Capital Management, Inc. (“HCM”) is the investment manager of CVI and ~~Director~~may ~~Independence~~exercise voting and dispositive control with respect to such shares. Accordingly, HCM may be deemed a beneficial owner of such shares. The business address of CVI is P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands; the business address of HCM is 101 California Street, Suite 3250, San Francisco, California 94111.

In(8) ~~February~~According ~~2020,~~to ~~our~~a ~~sponsor acquired~~Schedule ~~2,875,000~~13G ~~founder~~filed ~~shares~~February ~~for~~10, an2021, ~~aggregate~~as ~~purchase~~amended ~~price~~February ~~of $25~~9,~~000.~~ ~~On October 20~~2022, ~~2020,~~by wePolar ~~effectuated~~Asset aManagement ~~stock~~Partners ~~dividend for 0~~Inc.~~1 share for each of our outstanding shares of common stock~~, ~~resulting~~a incompany ~~our~~incorporated ~~sponsor~~under ~~holding~~the anlaws ~~aggregate~~ of 3Ontario,~~162,500~~ ~~founder shares~~Canada, up(“Polar”) ~~to 412,500 shares of~~ which ~~were~~serves ~~subject~~as ~~to forfeiture if~~ the ~~underwriters’~~investment ~~over-allotment option~~advisor ~~was not exercised in full. Prior~~ to ~~the~~Polar ~~initial~~Multi-Strategy ~~investment~~Master ~~in the company of $25~~Fund,~~000~~ bya ~~our~~Cayman ~~sponsor,~~Islands ~~the~~exempted company ~~had~~(“PMSMF”) nowith ~~assets,~~respect ~~tangible~~to ~~or intangible. The number of founder shares issued was determined based on~~ the ~~expectation that such founder~~ shares ~~would represent 20%~~ of ~~the~~common ~~outstanding shares~~stock ~~upon~~directly ~~completion~~held ofby ~~our initial public offering~~PMSMF. ~~412,500~~The ~~shares~~business ~~were~~address ~~forfeited~~of ~~when~~Polar ~~the~~is ~~underwriters~~16 ~~did~~York ~~not~~Street, ~~exercise~~Suite ~~the over-allotment option. The founder shares may not~~2900, ~~subject to certain limited exceptions~~Toronto, ~~be transferred~~ON, ~~assigned~~Canada orM5J ~~sold by the holder~~0E6.

~~Our~~Securities ~~sponsor~~Authorized ~~purchased~~for anIssuance ~~aggregate~~under ofEquity ~~10,000,000~~Compensation private placement warrants at a price of $0.50 per warrant ($5,000,000 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 thereof to purchase one-half of one share of our common stock at a price of $11.50 per whole share. The private placement warrants (including the warrants that may be issued upon conversion of working capital loans and the common stock issuable upon exercise of such warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.Plans

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 entityNone. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations to other entities that may take priority over their duties to us. No compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, existing officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination although we may consider cash or other compensation to officers or advisors we may hire hereafter to be paid either prior to or in connection with our initial business combination. In addition, 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.

~~Our~~Changes ~~sponsor~~in agreed to loan us up to $300,000 to be used for a portion of the expenses of our initial public offering. This loan was non-interest bearing, unsecured and was due at the earlier of December 31, 2020 or the closing of our initial public offering. The Company repaid the outstanding balance of $285,392 under the loan on November 2, 2020.Control

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 requiredNone. 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 $0.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. 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 entered into a registration rights agreement with respect to the private placement warrants, the warrants (and underlying common stock) issuable upon conversion of working capital loans (if any), which was filed with the SEC in connection with our initial public offering.32

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

~~Nasdaq~~In ~~listing~~February ~~standards~~2020, ~~require~~our ~~that~~sponsor aacquired ~~majority~~2,875,000 offounder ~~our~~shares ~~board~~for ofan ~~directors~~aggregate bepurchase ~~independent.~~price Anof ~~“independent~~$25,000. ~~director”~~On ~~is defined~~October 20, ~~generally~~2020, aswe effectuated a ~~person~~stock ~~other~~dividend ~~than~~for an0.1 share ~~officer~~for oreach ~~employee~~of our outstanding shares of ~~the~~common ~~company~~stock, orresulting ~~its~~in ~~subsidiaries~~our sponsor orholding ~~any~~an ~~other~~aggregate ~~individual~~of ~~having~~3,162,500 afounder ~~relationship which~~shares, inup ~~the~~to ~~opinion~~412,500 shares of which were subject to forfeiture if the ~~company~~underwriters’s ~~board~~over-allotment option ofwas ~~directors,~~not ~~would~~exercised ~~interfere~~in ~~with~~full. Prior to the ~~director’s~~initial ~~exercise~~investment ofin ~~independent~~the company ~~judgment~~of in$25,000 ~~carrying~~by ~~out~~our sponsor, the ~~responsibilities~~company ofhad ano ~~director~~assets, tangible or intangible. ~~Our~~The ~~board~~number of ~~directors~~founder ~~has~~shares issued was determined ~~that~~based ~~Messrs.~~on ~~Sculler,~~the ~~Weatherford, Yearwood~~expectation ~~and~~that ~~Ms.~~such ~~Paul~~founder ~~are~~shares ~~“independent~~would ~~directors”~~represent as20% ~~defined~~of in the ~~Nasdaq~~outstanding ~~listing~~shares ~~standards~~upon ~~and~~completion ~~applicable~~of our ~~SEC~~initial ~~rules~~public offering. ~~Our~~ ~~audit~~412,500 ~~committee~~shares iswere ~~entirely~~forfeited ~~composed~~when ofthe ~~independent~~underwriters ~~directors~~did ~~meeting~~not ~~Nasdaq’s~~exercise ~~additional~~the ~~requirements~~over-allotment ~~applicable~~option. toConsequently, ~~members~~our sponsor currently holds 2,750,000 founder shares, which represents 20% of the ~~audit~~outstanding ~~committee~~shares of our common stock. ~~Our~~The ~~independent~~founder ~~directors~~shares ~~will~~may ~~have~~not, ~~regularly~~subject ~~scheduled~~to ~~meetings~~certain atlimited ~~which~~exceptions, ~~only~~be ~~independent~~transferred, ~~directors are~~assigned ~~present~~or sold by the holder.

26Our sponsor purchased an aggregate of 10,000,000 private placement warrants at a price of $0.50 per warrant ($5,000,000 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 thereof to purchase one-half of one share of our common stock at a price of $11.50 per whole share. The private placement warrants (including the warrants that may be issued upon conversion of working capital loans and the common stock issuable upon exercise of such warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

~~Item~~If 14any 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. ~~Principal~~Our ~~Accountant~~officers ~~Fees~~and directors currently have certain relevant fiduciary duties or contractual obligations to other entities that may take priority over their duties to us. No compensation of any kind, including finder’s and ~~Services~~consulting fees, will be paid to our sponsor, existing officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination although we may consider cash or other compensation to officers or advisors we may hire hereafter to be paid either prior to or in connection with our initial business combination. In addition, 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.

~~The~~Our ~~following~~sponsor isagreed ato ~~summary~~loan ofus ~~fees~~up ~~paid~~to or$300,000 to be ~~paid~~used tofor ~~Marcum~~a ~~LLP~~portion of the expenses of our initial public offering. This loan was non-interest bearing, unsecured and was due at the earlier of December 31, 2020 or ~~Marcum~~the closing of our initial public offering. The Company repaid the outstanding balance of $285,392 ~~for~~under ~~services~~the ~~rendered~~loan on November 2, 2020.

~~Audit~~In addition, ~~Fees~~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 ~~Audit~~we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination ~~fees~~does ~~consist~~not close, we may use a portion of ~~fees~~the ~~billed~~working ~~for~~capital ~~professional~~held ~~services~~outside ~~rendered~~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 $0.50 per warrant at the ~~audit~~option of ~~our~~the ~~year-end~~lender. ~~financial~~The ~~statements~~warrants ~~and~~would ~~services~~be ~~that~~identical ~~are~~to the private placement warrants, ~~normally~~including ~~provided~~as byto ~~Marcum~~exercise inprice, ~~connection~~exercisability ~~with~~and ~~regulatory~~exercise ~~filings~~period. The ~~aggregate~~terms ~~fees~~of ~~billed~~such loans by ~~Marcum~~our ~~for~~officers ~~professional~~and ~~services~~directors, ~~rendered~~if ~~for~~any, ~~the~~have ~~audit~~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 ~~annual~~sponsor ~~financial~~as ~~statements~~we do not believe third parties will be willing to loan such funds and ~~other~~provide ~~required~~a ~~filings~~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 ~~the~~us ~~SEC~~may ~~for~~be ~~the~~paid ~~period~~consulting, management or other fees from ~~February~~the 26combined company with any and all amounts being fully disclosed to our stockholders, ~~2020~~to ~~(inception) through~~the ~~December~~extent 31then known, ~~2020~~in ~~totaled~~the ~~$78~~tender offer or proxy solicitation materials,~~795~~ as applicable, furnished to our stockholders. ~~The~~It ~~above~~is ~~amounts~~unlikely ~~include~~the ~~interim~~amount ~~procedures~~of ~~and~~such ~~audit~~compensation ~~fees~~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 ~~well~~applicable, as ~~attendance~~it atwill ~~audit~~be up to the directors of the post-combination business to determine executive ~~committee~~and ~~meetings~~director compensation.

Audit-Related Fees. Audit-related services 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. We did not pay Marcum for consultations concerning financial accounting and reporting standards for the period from February 26, 2020 (inception) through December 31, 2020. 33

~~Tax~~On August ~~Fees~~27, 2021, the Company issued a promissory note in the principal amount of up to $500,000 to the Company’ sponsor (the “Original Promissory Note”). WeThe Original ~~did~~Promissory ~~not~~Note was subsequently ~~pay~~amended ~~Marcum~~to ~~for~~remove ~~tax~~the ~~planning~~Sponsor’s ~~and~~right ~~tax~~to ~~advice~~elect ~~for~~to convert all or a portion of the ~~period~~unpaid ~~from~~principal ~~February~~amount ~~26,~~thereunder ~~2020~~into warrants of the Company (~~inception~~the “First Amended and Restated Note”). ~~through~~On ~~December~~February 312, ~~2020.~~2022, the Company amended and restated the First Amended and Restated Note in its entirety solely to increase the principal amount thereunder from $500,000 to $1,000,000 (the “Second Amended and Restated Note”).

~~All Other Fees.~~ We ~~did~~entered ~~not~~into ~~pay~~a ~~Marcum~~registration ~~for~~rights ~~other~~agreement ~~services~~with ~~for~~respect to the ~~period~~private ~~from~~placement ~~February 26~~warrants, ~~2020~~the warrants (~~inception~~and underlying common stock) ~~through~~issuable ~~December~~upon 31conversion of working capital loans (if any), ~~2020~~which is filed as an exhibit to this Report.

~~Pre-Approval~~Director ~~Policy~~Independence

~~Our~~Nasdaq ~~audit~~listing ~~committee~~standards ~~was~~require ~~formed~~that ~~upon~~a ~~the~~majority ~~consummation~~ of our ~~Initial~~board ~~Public~~of ~~Offering~~directors be independent. AsAn “independent director” is defined generally as a ~~result,~~person ~~the~~other ~~audit~~than ~~committee~~an ~~did~~officer ~~not~~or ~~pre-approve all~~employee of the ~~foregoing~~company ~~services,~~or ~~although~~its ~~any~~subsidiaries ~~services~~or ~~rendered~~any ~~prior~~other toindividual ~~the~~having ~~formation~~a ofrelationship which ~~our~~in ~~audit~~the ~~committee~~opinion ~~were~~of ~~approved~~the bycompany’s ~~our~~ board of directors., ~~Since~~would interfere with the ~~formation~~director’s exercise of ~~our~~independent judgment ~~audit~~in ~~committee,~~carrying ~~and~~out onthe responsibilities of a ~~going-forward~~director. ~~basis,~~Our ~~the~~board ~~audit~~of ~~committee~~directors has ~~and~~determined ~~will pre-approve~~that ~~all~~Messrs. ~~auditing~~Sculler, ~~services~~Weatherford, Yearwood and ~~permitted~~Ms. ~~non-audit~~Paul ~~services~~are to“independent bedirectors” ~~performed~~as ~~for~~defined usin bythe ~~our~~Nasdaq ~~auditors,~~listing ~~including~~standards ~~the fees~~ and ~~terms~~applicable ~~thereof~~SEC ~~(subject~~rules. Our toaudit ~~the~~committee deis ~~minimis~~entirely ~~exceptions~~composed ~~for~~of ~~non-audit~~independent ~~services~~directors ~~described~~meeting inNasdaq’s ~~the~~additional ~~Exchange~~requirements ~~Act~~applicable ~~which are approved~~to bymembers of the audit committee. ~~prior~~Our toindependent ~~the~~directors ~~completion~~will ofhave ~~the~~regularly ~~audit)~~scheduled meetings at which only independent directors are present.

27Item 14. Principal Accountant Fees and Services.

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

~~Item~~Audit Fees. Audit fees 15consist of fees billed 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. ~~Exhibits~~The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements and other required filings with the SEC for the year ended December 31, ~~Financial~~2021 ~~Statement~~and ~~Schedules~~for the period from February 26, 2020 (inception) through December 31, 2020 totaled $86,520 and $78,795, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

~~(a)~~Audit-Related Fees. ~~The~~Audit-related ~~following~~services ~~documents~~consist of fees billed for assurance and related services that are ~~filed~~reasonably asrelated ~~part~~to performance of ~~this~~the ~~Form~~audit ~~10-K:~~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. We did not pay Marcum for consultations concerning financial accounting and reporting standards for the year ended December 31, 2021 and for the period from February 26, 2020 (inception) through December 31, 2020.

Tax Fees. Marcum was paid $7,725 for tax compliance services for the period from February 26, 2020 (1inception) ~~Financial~~through ~~Statements:~~December 31, 2020. Estimated fees for tax compliance services to be paid to Marcum for the year ended December 31, 2021 are $8,500.

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet	F-3
Statement of Operations	F-4
Statement of Changes in Stockholders’ Equity	F-5
Statement of Cash Flows	F-6
Notes to Financial Statements	F-7 - F-19

All Other Fees. We did not pay Marcum for other services for the year ended December 31, 2021 and the period from February 26, 2020 (inception) through December 31, 2020.

~~(2) Financial Statement Schedules:~~Pre-Approval Policy

~~None~~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).

~~(3) Exhibits~~34

~~We hereby file as part of~~PART ~~this Report the exhibits listed in the attached Exhibit Index. Copies of such material can be obtained on the SEC website at www.sec.gov.~~IV

Item 1615. ~~Form~~Exhibit ~~10-K~~and ~~Summary~~Financial Statement Schedules.

~~Not applicable.~~(a) The following documents are filed as part of this Report:

28(1) Financial Statements:

MALLARD ACQUISITION CORP.

Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets		F-3
Statements of Operations		F-4
Statements of Changes in Stockholders’ Deficit		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7

~~INDEX TO~~(2) ~~FINANCIAL~~Financial ~~STATEMENTS~~Statement Schedules:

Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Balance Sheet	F-3
Statement of Operations	F-4
Statement of Changes in Stockholders’ Equity	F-5
Statement of Cash Flows	F-6
Notes to Financial Statements	F-7 to F-19

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 thereto beginning on page F-1 of this Report.

~~F-1~~(3) Exhibits

~~REPORT~~We OFhereby ~~INDEPENDENT~~file ~~REGISTERED~~as ~~PUBLIC~~part ~~ACCOUNTING~~of ~~FIRM~~this Report the exhibits listed in the attached Exhibit Index, which are available on the SEC website at www.sec.gov.

~~To the Shareholders and the Board of Directors of~~Item ~~Mallard~~16. ~~Acquisition~~Form ~~Corp~~10-K Summary.

~~Opinion~~Not ~~on the Financial Statements~~applicable.

We have audited the accompanying balance sheet of Mallard Acquisition Corp. (the “Company”) as of December 31, 2020, the related statements of operations, changes in stockholders’ equity and cash flows for the period from February 26, 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, 2020, and the results of its operations and its cash flows for the period from February 26, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.35

~~Going~~MALLARD ACQUISITION ~~Concern~~CORP.

~~The accompanying financial statements have been~~INDEX ~~prepared~~TO ~~assuming~~FINANCIAL that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company may need to raise additional cash in order to complete its planned activities for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. 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.STATEMENTS

Basis for Opinion

Report of Independent Registered Public Accounting Firm		F-2
Financial Statements:
Balance Sheets		F-3
Statements of Operations		F-4
Statements of Changes in Stockholders’ Deficit		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7 to F-20

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. 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.F-1

WeREPORT ~~conducted~~OF ~~our~~INDEPENDENT ~~audit~~REGISTERED inPUBLIC ~~accordance~~ACCOUNTING with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial 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, we are required to obtain an understanding 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.FIRM

~~Our~~To ~~audit included performing procedures to assess~~ the ~~risks~~Stockholders ~~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~~Board and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of ~~the~~Directors ~~financial statements.~~of WeMallard ~~believe~~Acquisition ~~that our audit provides a reasonable basis for our opinion~~Corp.

~~/s/ Marcum~~Opinion ~~LLP~~on the Financial Statements

~~Marcum~~We have audited the accompanying balance ~~LLP~~sheets of Mallard Acquisition Corp. (the “Company”) as of December 31, 2021 and 2020, the related statements of operations, changes in stockholders’ deficit and cash flows for the year ended December 31, 2021 and for the period from February 26, 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 February 26, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

~~We have~~Explanatory ~~served~~Paragraph as– ~~the~~Going ~~Company’s auditor since 2020.~~Concern

~~Houston~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Notes 1 and 11 to the financial statements, TXthe Company’s period to complete a business combination ended on April 29, 2022 and the Board of Directors determined that the Company will not implement an extension. As a result, the Company will cease all operations except for the purpose of winding up, redeem the public shares, and dissolve and liquidate. 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 described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

~~April~~Basis ~~22,~~for ~~2021~~Opinion

~~F-2~~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 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.

~~MALLARD~~We conducted our audits in accordance with the standards ~~ACQUISITION~~of ~~CORP~~the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial 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 audits, we are required to obtain an understanding 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.

~~BALANCE~~Our audits included performing procedures to assess ~~SHEET~~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 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 audits provide a reasonable basis for our opinion.

~~DECEMBER 31,~~/s/ ~~2020~~Marcum llp

ASSETS
Current Assets
Cash	$	782,937
Prepaid expenses		292,552
Total Current Assets		1,075,489
Investments held in Trust Account		111,101,918
TOTAL ASSETS	$	112,177,407
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities - Accrued expenses	$	106,241
Warrant liability		15,750,000
Deferred underwriting payable		3,850,000
Total Liabilities		19,706,241
Commitments
Common stock subject to possible redemption 8,660,511 shares at redemption value		87,471,161
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,089,489 issued and outstanding (excluding 8,660,511 shares subject to possible redemption)		509
Additional paid-in capital		3,714,276
Retained earnings		1,285,220
Total Stockholders’ Equity		5,000,005
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	112,177,407

Marcum llp

~~The accompanying~~We ~~notes~~have ~~are~~served anas ~~integral~~the ~~part~~Company’s ofauditor ~~the~~since ~~financial statements~~2020.

~~F-3~~Houston, TX

~~MALLARD ACQUISITION~~PCAOB ~~CORP.~~ID Number 688

~~STATEMENT OF~~ ~~OPERATIONS~~May 10, 2022

~~FOR THE PERIOD FROM FEBRUARY 26, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020~~F-2

Formation and operating costs	$	236,698
Loss from operations		(236,698	)
Other income:
Change in fair value of warrants		1,520,000
Interest earned on investments held in Trust Account		1,918
Net income	$	1,285,220
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		8,532,867
Basic and diluted net income per share, Common stock subject to possible redemption	$	0.00
Basic and diluted weighted average shares outstanding, Common stock		10,430,773
Basic and diluted net income per share, Common stock	$	0.12

MALLARD ACQUISITION CORP.

~~The~~BALANCE ~~accompanying notes are an integral part of the financial statements.~~SHEETS

F-4

	December 31, 2021			December 31, 2020
ASSETS
Current Assets
Cash	$	60,877		$	782,937
Prepaid expenses		133,333			292,552
Total Current Assets		194,210			1,075,489

Marketable securities held in Trust Account		111,113,029			111,101,918
TOTAL ASSETS	$	111,307,239		$	112,177,407

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses		184,042			106,241
Promissory note – related party		500,000			—
Total Current Liabilities		684,042			106,241

Warrant liabilities		5,920,000			15,750,000
Deferred underwriting fee payable		3,850,000			3,850,000
Total Liabilities		10,454,042			19,706,241

Commitments
Common stock subject to possible redemption; 11,000,000 shares at redemption value of $10.10 per share at December 31, 2021 and 2020		111,100,000			111,100,000

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—			—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 2,750,000 shares issued and outstanding (excluding 11,000,000 shares subject to possible redemption) at December 31, 2021 and 2020		275			275
Additional paid-in capital		—			—
Accumulated deficit		(10,247,078	)		(18,629,109	)
Total Stockholders’ Deficit		(10,246,803	)		(18,628,834	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	111,307,239		$	112,177,407

~~MALLARD~~The ~~ACQUISITION~~accompanying ~~CORP~~notes are an integral part of the financial statements.

~~STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY~~F-3

~~FOR~~MALLARD ~~THE~~ACQUISITION ~~PERIOD FROM FEBRUARY 26, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020~~CORP.

	Common Stock						Additional Paid-in			Retained		Total Stockholders’
	Shares			Amount			Capital			Earnings		Equity
Balance – February 26, 2020 (inception)		—		$	—		$	—		$	—	$	—
Issuance of common stock to Sponsor		3,162,500			316			24,684			—		25,000
Sale of 11,000,000 Units, net of underwriting discount and offering expenses		11,000,000			1,100			103,429,846			—		103,430,946
Sale of 5,000,000 Private Placement Warrants		—			—			5,000,000			—		5,000,000
Forfeiture of Founder Shares		(412,500	)		(41	)		41			—		—
Initial classification of warrant liability								(17,270,000	)				(17,270,000	)
Common stock subject to possible redemption		(8,660,511	)		(866	)		(87,470,295	)		—		(87,471,161	)
Net income		—			—			—			1,285,220		1,285,220
Balance – December 31, 2020		5,089,489		$	509		$	3,714,276		$	1,285,220	$	5,000,005

STATEMENTS OF OPERATIONS

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

	Year Ended December 31, 2021			For the Period from February 26, 2020 (Inception) through December 31, 2020
Formation and operating costs	$1,459,079			$236,698
Loss from operations		(1,459,079	)		(236,698	)

Other income (expense):
Interest earned on investments held in Trust Account		11,110			1,918
Change in fair value of warrant liabilities		9,830,000			1,520,000
Change in fair value of Over-Allotment Options		—			73,160
Fair value of Private Placement Warrants in excess of purchase price		—			(3,800,000	)
Transaction costs allocable to Public and Private Placement Warrants		—			(543,798	)
Other income (expense), net		9,841,110			(2,748,720	)

Net income (loss)	$	8,382,031		$	(2,985,418	)

Basic and diluted weighted average shares outstanding, redeemable common stock		11,000,000			2,242,718
Basic and diluted net income (loss) per share, redeemable common stock	$	0.61		$	(0.60	)

Basic and diluted weighted average shares outstanding, non-redeemable common stock		2,750,000			2,750,000
Basic and diluted net income (loss) per share, non-redeemable common stock		0.61			(0.60	)

~~F-5~~The accompanying notes are an integral part of the financial statements.

~~MALLARD ACQUISITION CORP.~~F-4

~~STATEMENT~~MALLARD OFACQUISITION ~~CASH FLOWS~~CORP.

~~FOR~~STATEMENTS ~~THE~~OF ~~PERIOD~~CHANGES ~~FROM~~IN ~~FEBRUARY~~STOCKHOLDERS’ ~~26, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020~~DEFICIT

Cash Flows from Operating Activities:
	Common Stock						Additional Paid-in			Accumulated			Total Stockholders’
Net income	$	1,285,220
	Shares			Amount			Capital			Deficit			Deficit
Adjustments to reconcile net income to net cash used in operating activities:
Balance – February 26, 2020 (Inception)		—		$	—		$	—		$	—		$	—
Change in fair value of warrant liability		(1,520,000	)
Issuance of common stock to Sponsor		3,162,500			316			24,684			—			25,000
Interest earned on investments held in Trust Account		(1,918	)
Forfeiture of Founder Shares		(412,500	)		(41	)		41			—			—
Changes in operating assets and liabilities:
Remeasurement of common stock subject to possible redemption to redemption value		—			—			(560,552	)		(15,570,531	)		(16,131,083	)
Prepaid expenses		(292,552	)
Remeasurement of Over-Allotment Option		—			—			—			(73,160	)		(73,160	)
Accrued expenses		106,241
Excess of fair value of the Founder Shares and Private Placement Warrants transferred to Anchor Investors		—			—			535,827			—			535,827
Net cash used in operating activities		(423,009	)
Net loss		—			—			—			(2,985,418	)		(2,985,418	)
Cash Flows from Investing Activities:
Balance – December 31, 2020		2,750,000		$	275		$	—		$	(18,629,109	)	$	(18,628,834	)
Investment of cash in Trust Account		(111,100,000	)
Net income (loss)		—			—			—			8,382,031			8,382,031
Net cash used in investing activities		(111,100,000	)
Balance – December 31, 2021		2,750,000		$	275		$	—		$	(10,247,078	)	$	(10,246,803	)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock to Sponsor		25,000
Proceeds from sale of Units, net of underwriting discounts paid		107,800,000
Proceeds from sale of Private Placement Warrants		5,000,000
Proceeds from promissory note – related party		285,392
Advance from Sponsor		450,000
Repayment of Advance from Sponsor		(450,000	)
Repayment of promissory note – related party		(285,392	)
Payment of offering costs		(519,054	)
Net cash provided by financing activities		112,305,946
Net Change in Cash		782,937
Cash – Beginning of period		—
Cash – End of period	$	782,937
Non-Cash Investing and Financing Activities:
Initial classification of common stock subject to possible redemption	$	86,181,958
Change in value of common stock subject to possible redemption	$	1,289,203
Initial classification of warrant liability	$	17,270,000
Change in value of warrant liability	$	(1,520,000	)
Deferred underwriting fee payable	$	3,850,000

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

F-65

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

~~Mallard~~STATEMENTS ~~Acquisition~~OF ~~Corp.~~CASH (the “Company”) was incorporated in Delaware on February 26, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).FLOWS

Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies in the value-added distribution, industrial specialty services, and differentiated manufacturing sectors. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

	Year Ended December 31,			For the Period from February 26,2020 (Inception) Through December 31,
	2021			2020
Cash Flows from Operating Activities:
Net income (loss)	$	8,382,031		$	(2,985,418	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liabilities		(9,830,000	)		(1,520,000	)
Change in fair value of Over-Allotment Option		—			(73,160	)
Fair value of Private Placement Warrants in excess of purchase price		—			3,800,000
Transaction costs allocable to Public and Private Placement Warrants		—			543,798
Interest earned on investments held in Trust Account		(11,111	)		(1,918	)
Changes in operating assets and liabilities:
Prepaid expenses		159,219			(292,552	)
Accounts payable and accrued expenses		77,801			106,241
Net cash used in operating activities		(1,222,060	)		(423,009	)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		—			(111,100,000	)
Net cash used in investing activities		—			(111,100,000	)

Cash Flows from Financing Activities:
Proceeds from issuance of common stock to Sponsor		—			25,000
Proceeds from sale of Units, net of underwriting discounts paid		—			107,800,000
Proceeds from sale of Private Placement Warrants		—			5,000,000
Proceeds from promissory note – related party		—			285,392
Repayment of promissory note – related party		—			(285,392	)
Advance from Sponsor		500,000			450,000
Repayment of advance from Sponsor		—			(450,000	)
Payment of offering costs		—			(519,054	)
Net cash provided by financing activities		500,000			112,305,946

Net Change in Cash		(722,060	)		782,937
Cash – Beginning of period		782,937			—
Cash – End of period	$	60,877		$	782,937

Non-Cash Investing and Financing Activities:
Excess of fair value of Founder Shares	$	—		$	535,827
Deferred underwriting fee payable	$	—		$	3,850,000

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from February 26, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The ~~Company will not generate any operating revenues until after the completion of its initial Business~~ ~~Combination,~~accompanying atnotes ~~the~~are ~~earliest.~~an ~~The~~integral ~~Company~~part ~~will generate non-operating income in the form~~ of ~~interest income from~~ the ~~proceeds derived~~financial ~~from the Initial Public Offering~~statements.

The registration statement for the Company’s Initial Public Offering was declared effective on October 27, 2020. On October 29, 2020, the Company consummated the Initial Public Offering of 11,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $110,000,000, which is described in Note 4.F-6

~~Simultaneously~~NOTE ~~with the closing of the Initial Public Offering, the Company consummated the sale of 10,000,000 warrants (the “Private Placement Warrants”) at a price of $0~~1.50 ~~per~~DESCRIPTION ~~Private~~OF ~~Placement~~ORGANIZATION ~~Warrant~~AND inBUSINESS ~~a private placement to Mallard Founders Holdings LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $5,000,000, which is described in Note 5.~~OPERATIONS

~~Transaction~~Mallard ~~costs~~Acquisition ~~amounted~~Corp. to(the ~~$6,569,054~~“Company”) ~~consisting~~was ofincorporated $2in Delaware on February 26,~~200,000~~ 2020. The Company was formed for the purpose of ~~underwriting~~effecting ~~fees~~a merger, $3share exchange,~~850~~ asset acquisition,~~000~~ ofshare ~~deferred~~purchase, ~~underwriting~~reorganization ~~fees~~or ~~and~~similar ~~$519,054~~business combination ofwith ~~other~~one ~~offering~~or ~~costs~~more businesses (the “Business Combination”).

~~Following~~Although the ~~closing~~Company ofis ~~the~~not ~~Initial~~limited ~~Public~~to ~~Offering~~a onparticular ~~October~~industry ~~29,~~or ~~2020,~~sector anfor ~~amount~~purposes of ~~$111,100,000~~consummating ~~($10.10~~a ~~per~~Business ~~Unit)~~Combination, ~~from~~ the ~~net proceeds~~Company ofintends ~~the~~to ~~sale~~focus ofits ~~the~~search ~~Units~~on incompanies ~~the Initial Public Offering and the sale of the Private Placement Warrants was placed~~ in ~~a trust account (~~the ~~“Trust~~value-added ~~Account”)~~distribution, ~~located~~industrial inspecialty ~~the~~services, ~~United States~~ and ~~invested~~differentiated ~~only in U~~manufacturing sectors.S. ~~government~~The ~~securities,~~Company ~~within~~is ~~the~~an ~~meaning set~~early ~~forth~~stage inand ~~Section~~emerging ~~2(a)(16)~~growth ofcompany ~~the Investment Company Act of 1940~~and, as ~~amended (the “Investment Company Act”)~~such, ~~with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by~~ the Company ~~meeting~~is ~~the~~subject ~~conditions~~to ofall ~~Rule 2a-7~~ of the ~~Investment~~risks ~~Company Act, as determined by the Company, until the earlier~~associated ~~of:~~with ~~(i) the~~early ~~completion~~stage ~~of a Business Combination~~ and ~~(ii) the~~emerging ~~distribution~~growth ~~of the funds in the Trust Account, as described below~~companies.

~~The~~As ~~Company’s~~of ~~management~~December ~~has~~31, ~~broad~~2021, ~~discretion~~the ~~with~~Company ~~respect~~had tonot ~~the~~commenced ~~specific~~any ~~application~~operations. ofAll ~~the~~activity ~~net~~for ~~proceeds of~~ the ~~Initial~~period ~~Public Offering~~from ~~and~~February ~~the~~26, ~~sale~~2020 of(inception) through ~~Private~~December ~~Placement Warrants~~31, ~~although~~2021 ~~substantially~~relates ~~all~~to of the ~~net~~Company’s ~~proceeds~~formation ~~are~~and ~~intended~~the toinitial bepublic ~~applied generally~~offering ~~toward~~(“Initial ~~consummating~~Public aOffering”), which ~~Business Combination. There~~ is nodescribed ~~assurance~~below. ~~that~~The ~~the~~ Company will benot ~~able~~generate toany ~~complete~~operating arevenues ~~Business Combination~~until ~~successfully.~~after ~~The~~the ~~Company~~completion ~~must~~of ~~complete~~its ainitial Business Combination, ~~with~~at ~~one~~the orearliest. ~~more~~The ~~target~~Company ~~businesses~~generates ~~that~~non-operating ~~together~~income ~~have an~~in ~~aggregate~~the ~~fair~~form ~~market value~~ of atinterest ~~least~~income ~~80%~~from ofmarketable ~~the assets~~ securities held in the Trust Account (~~excluding~~as ~~the~~defined ~~deferred~~below), ~~underwriting commissions~~ and ~~taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post~~non-~~transaction~~operating ~~company~~gains ~~owns~~and orlosses ~~acquires~~from ~~50% or more of~~ the ~~outstanding voting~~change ~~securities of the target or otherwise acquires a controlling interest~~ in ~~the~~fair ~~target~~value ~~sufficient~~of ~~for it not to be required to register as an investment company under~~ the ~~Investment Company Act~~warrant liabilities.

The ~~Company~~registration ~~will~~statement ~~provide~~for ~~its holders of~~ the ~~outstanding~~Company’s ~~Public~~Initial ~~Shares (the “~~Public ~~Stockholders”)~~Offering ~~with~~was ~~the~~declared ~~opportunity to~~effective ~~redeem~~on ~~all~~October or27, a2020. ~~portion~~On ofOctober 29, ~~their~~2020, ~~Public~~the ~~Shares~~Company ~~upon~~consummated the ~~completion~~Initial ofPublic aOffering ~~Business~~of ~~Combination~~11,000,000 ~~either~~units (i)the in“Units” ~~connection~~and, with a ~~stockholder~~respect ~~meeting called~~ to ~~approve~~ the ~~Business~~shares ~~Combination or (ii) by means~~ of acommon ~~tender~~stock ~~offer.~~included ~~The~~in ~~decision as to whether~~ the ~~Company~~Units ~~will~~sold, ~~seek stockholder approval of a Business Combination or conduct a tender offer will be made by~~ the ~~Company, solely in its discretion. The~~ “Public ~~Stockholders will be entitled to redeem their Public~~ Shares”), ~~for~~at ~~a pro rata portion of the amount then in the Trust Account (initially~~ $10.1000 per ~~Public Share~~Unit, ~~plus~~generating ~~any pro rata interest earned on the funds held in the Trust~~gross ~~Account~~proceeds ~~and~~of ~~not~~$110,000,000, ~~previously~~which ~~released~~is todescribed the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7) 3. ~~There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.~~

~~F-7~~Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,000,000 warrants (the “Private Placement Warrants”) at a price of $0.50 per Private Placement Warrant in a private placement to Mallard Founders Holdings LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $5,000,000, which is described in Note 4.

~~The Company~~Transaction ~~will~~costs ~~proceed~~amounted ~~with~~to a$7,104,881, ~~Business~~consisting ~~Combination if the Company has net tangible assets~~ of ~~at least~~ $52,~~000~~200,~~001 immediately prior~~000 toof orunderwriting ~~upon~~fees, ~~consummation~~$3,850,000 of adeferred ~~Business~~underwriting ~~Combination and~~fees, ~~if the Company seeks stockholder approval~~$535,827 arepresenting ~~majority of~~ the ~~shares~~excess ~~voted are~~fair ~~voted~~value ~~in favor~~ of the ~~Business~~founder ~~Combination.~~shares ~~If a stockholder vote is not required by law~~ and ~~the Company does not decide to~~ ~~hold~~private aplacement ~~stockholder~~warrants ~~vote~~offered ~~for business or other legal reasons, the Company will, pursuant~~ to ~~its~~Anchor ~~Certificate~~Investors ~~of Incorporation~~ (~~the “Certificate~~See ofNote ~~Incorporation”~~6), ~~conduct the redemptions pursuant to the tender offer rules of the U.S. Securities~~ and ~~Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If~~$519,054 ~~however, stockholder approval~~ of ~~the~~other ~~transactions~~offering iscosts. ~~required~~The ~~by law, or the~~ Company ~~decides~~allocated ~~to obtain stockholder approval for business or legal reasons~~$543, ~~the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the~~798 ~~proxy~~of ~~rules~~these ~~and~~costs ~~not pursuant~~ to the ~~tender~~liability-classified ~~offer~~Public ~~rules.~~Warrants Ifdescribed ~~the Company seeks stockholder approval~~ in ~~connection~~Note ~~with a Business Combination~~4, ~~the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5)~~ and ~~any Public Shares purchased during or after~~ the ~~Initial~~Private ~~Public~~Placement ~~Offering in favor of approving a Business Combination. Additionally~~Warrants, ~~each~~and ~~Public~~immediately ~~Stockholder~~recognized ~~may~~this ~~elect~~amount toin ~~redeem~~the ~~their~~statements ~~Public Shares irrespective~~ of ~~whether~~operations ~~they vote~~ for orthe ~~against~~year ~~the~~ended ~~proposed~~December ~~transaction~~31, 2020.

IfFollowing the ~~Company~~closing ~~seeks~~of ~~stockholder~~the ~~approval~~Initial ofPublic aOffering ~~Business~~on ~~Combination~~October ~~and~~29, it2020, ~~does~~an ~~not~~amount ~~conduct~~of ~~redemptions~~$111,100,000 ~~pursuant~~($10.10 toper Unit) from the ~~tender~~net ~~offer~~proceeds ~~rules,~~of the ~~Certificate~~sale of ~~Incorporation~~the ~~provides~~Units ~~that~~in athe Initial Public ~~Stockholder,~~Offering ~~together~~and ~~with~~the ~~any~~sale ~~affiliate~~ of ~~such~~the ~~stockholder~~Private orPlacement Warrants was placed in a trust account ~~any~~(the ~~other~~“Trust ~~person~~Account”) ~~with~~located ~~whom~~in ~~such~~the ~~stockholder~~United isStates ~~acting~~and invested only in ~~concert~~U.S. orgovernment assecurities, awithin ~~“group”~~the ~~(as~~meaning set ~~defined~~forth ~~under~~in Section 132(a)(16) of the ~~Securities~~ ~~Exchange~~Investment Company Act of ~~1934~~1940, as amended (the “~~Exchange~~Investment Company Act”)), ~~will~~with a bematurity ~~restricted~~of ~~from~~185 ~~redeeming~~days ~~its~~or ~~shares~~less ~~with respect~~or toin ~~more~~any ~~than~~open-ended aninvestment ~~aggregate~~company ofthat ~~15%~~holds oritself ~~more~~out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the ~~Public~~Investment ~~Shares~~Company Act, ~~without~~as determined by the ~~prior~~Company, ~~consent~~until the earlier of: (i) the ~~Company~~completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.

The ~~Sponsor~~Company’s management has ~~agreed~~broad ~~(a)~~discretion with respect to ~~waive~~the ~~its~~specific ~~redemption~~application ~~rights~~of ~~with~~the ~~respect~~net toproceeds ~~any~~of ~~Founder~~the ~~Shares~~Initial Public Offering and ~~Public~~the ~~Shares~~sale ~~held~~of byPrivate itPlacement inWarrants, ~~connection with~~although ~~the~~substantially ~~completion~~all of the net proceeds are intended to be applied generally toward consummating a Business Combination. ~~and~~There ~~(b)~~is ~~not~~no toassurance ~~propose~~that anthe ~~amendment~~Company towill ~~the~~be ~~Certificate~~able ofto ~~Incorporation~~complete ~~(i)~~a ~~that~~Business ~~would~~Combination ~~modify~~successfully. ~~the~~The ~~substance~~Company must complete a Business Combination with one or ~~timing~~more oftarget ~~the~~businesses ~~Company’s~~that ~~obligation~~together tohave an ~~redeem~~aggregate ~~100~~fair market value of at least 80% of ~~its~~the ~~Public~~assets ~~Shares~~held ifin the ~~Company~~Trust ~~does~~Account (excluding the deferred underwriting commissions ~~not~~and ~~complete~~taxes apayable ~~Business~~on ~~Combination~~interest ~~within~~earned 18on ~~months~~the ~~from~~Trust Account) at the ~~closing~~time of the ~~Initial~~agreement ~~Public~~to ~~Offering~~enter orinto ~~(ii)~~a ~~with~~Business ~~respect~~Combination. The toCompany ~~any other~~will ~~provision~~only ~~relating~~complete toa ~~stockholders’~~Business ~~rights~~Combination orif ~~pre~~the post-~~initial~~transaction ~~business~~company ~~combination~~owns ~~activity,~~or ~~unless~~acquires ~~the~~50% ~~Company~~or ~~provides~~more of the outstanding voting securities of the ~~Public~~target ~~Stockholders~~or ~~with~~otherwise acquires a controlling interest in the ~~opportunity~~target sufficient for it not to ~~redeem~~be ~~their~~required to ~~Public~~register ~~Shares~~as inan ~~conjunction~~investment ~~with~~company ~~any~~under ~~such~~the ~~amendment~~Investment Company Act.

The Company will have until April 29, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a perF-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.7

The ~~Sponsor~~Company ~~has~~will ~~agreed~~provide ~~to waive~~ its ~~liquidation~~holders ~~rights~~of ~~with~~the ~~respect~~outstanding toPublic Shares (the ~~Founder~~“Public ~~Shares~~Stockholders”) ifwith the ~~Company~~opportunity to ~~fails~~redeem toall ~~complete~~or a ~~Business Combination~~portion ~~within~~of ~~the~~their ~~Combination~~Public ~~Period.~~Shares ~~However,~~upon if the ~~Sponsor~~completion ~~or any~~ of ~~its~~a ~~respective~~Business ~~affiliates~~Combination ~~acquire~~either ~~Public~~(i) ~~Shares~~in ~~after~~connection with ~~the~~a ~~Initial~~stockholder ~~Public~~meeting ~~Offering,~~called ~~such~~to ~~Public~~approve ~~Shares~~the ~~will~~Business beCombination ~~entitled~~or to(ii) ~~liquidating~~by ~~distributions~~means ~~from~~of ~~the~~a ~~Trust~~tender ~~Account~~offer. ifThe decision as to whether the Company ~~fails~~ towill ~~complete~~seek stockholder approval of a Business Combination ~~within~~or ~~the~~conduct ~~Combination~~a ~~Period.~~tender ~~The~~offer ~~underwriters~~will ~~have~~be ~~agreed~~made toby ~~waive~~the ~~their~~Company, ~~rights to~~solely ~~their~~in ~~deferred~~its ~~underwriting~~discretion. ~~commission~~The ~~(see~~Public ~~Note~~Stockholders 7)will ~~held~~be inentitled ~~the~~to ~~Trust~~redeem ~~Account~~their inPublic ~~the~~Shares ~~event~~for ~~the~~a ~~Company~~pro ~~does~~rata ~~not~~portion ~~complete~~of athe ~~Business~~amount ~~Combination~~then ~~within~~in the ~~Combination~~Trust ~~Period~~Account ~~and,~~(initially in$10.10 ~~such~~per ~~event~~Public Share, ~~such~~plus ~~amounts~~any ~~will~~pro berata ~~included~~interest ~~with~~earned on the ~~other~~ funds held in the Trust Account ~~that~~and ~~will~~not bepreviously ~~available~~released to ~~fund~~ the ~~redemption~~Company ofto ~~the~~pay ~~Public~~its ~~Shares~~tax obligations). InThe ~~the~~per-share ~~event~~amount ofto ~~such~~be ~~distribution,~~distributed itto ~~is possible~~Public ~~that~~Stockholders who redeem their Public Shares will not be reduced by the ~~per~~deferred ~~share~~underwriting ~~value~~commissions ofthe Company will pay to the ~~assets~~underwriters ~~remaining~~(as ~~available~~discussed ~~for~~in ~~distribution~~Note 6). There will be ~~less~~no ~~than~~redemption rights upon the ~~amount~~completion ~~initially~~of ~~funded~~a inBusiness ~~the~~Combination ~~Trust~~with ~~Account~~respect ~~($10.10~~to ~~per~~the ~~share)~~Company’s warrants.

~~F-8~~The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

InIf ~~order to protect~~ the ~~amounts held in the Trust Account, the Sponsor has agreed to be liable to the~~ Company ifseeks ~~and~~stockholder toapproval ~~the~~of ~~extent any claims by~~ a ~~third~~Business ~~party~~Combination ~~for~~and ~~services~~it ~~rendered~~does ornot ~~products~~conduct ~~sold~~redemptions pursuant to the ~~Company,~~tender ~~or a prospective target business with which~~offer ~~the Company has discussed entering into a transaction agreement~~rules, ~~reduce~~ the ~~amount~~Certificate of ~~funds~~Incorporation inprovides ~~the~~that ~~Trust~~a ~~Account to below (i) $10.10 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 the value of the trust assets~~Stockholder, intogether ~~each~~with ~~case~~any ~~net~~affiliate of ~~the~~such ~~interest~~stockholder ~~which may be withdrawn~~or toany ~~pay~~other ~~taxes.~~person ~~This liability will not apply~~ with ~~respect~~whom tosuch ~~any~~stockholder ~~claims~~is byacting ain ~~third~~concert ~~party~~or ~~who~~as ~~executed~~ a ~~waiver~~“group” ~~of any and all rights to seek access to the Trust Account and except~~ (as todefined ~~any claims~~ under ~~the~~Section ~~Company’s~~13 ~~indemnity~~ of the ~~underwriters of the~~ ~~Initial Public Offering against certain liabilities, including liabilities under the~~ Securities Exchange Act of ~~1933~~1934, as amended (the “~~Securities~~ Exchange Act”)~~. Moreover~~), ~~in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor~~ will ~~not~~ be ~~responsible~~restricted tofrom ~~the~~redeeming ~~extent~~its ofshares ~~any liability for such third-party claims. The Company will seek to reduce the possibility~~with ~~that~~respect ~~the Sponsor will have~~ to ~~indemnify~~more ~~the~~than ~~Trust~~an ~~Account~~aggregate ~~due to claims~~ of ~~creditors~~15% ~~by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses~~ or ~~other~~more ~~entities with~~of ~~which~~ the ~~Company~~Public ~~does business~~Shares, ~~execute~~without ~~agreements with~~ the ~~Company~~prior ~~waiving~~consent ~~any right, title, interest or claim~~ of ~~any kind in or to monies held in~~ the ~~Trust Account~~Company.

~~Liquidity~~The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and ~~Going~~Public ~~Concern~~Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 18 months from the closing of the Initial Public Offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

AsThe ofCompany ~~December~~will 31have until April 29, ~~2020~~2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company ~~had~~will ~~$782~~(i) cease all operations except for the purpose of winding up,~~937~~ in(ii) ~~its~~as ~~operating~~promptly ~~bank~~as ~~accounts~~reasonably possible but not more than ten business days thereafter, ~~$111~~redeem the Public Shares,~~101~~ at a per-share price,~~918~~ payable in ~~securities~~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 bethe ~~used~~Company ~~for~~to apay ~~Business~~its ~~Combination~~tax orobligations (less up to ~~repurchase~~$100,000 orof ~~redeem~~interest ~~its~~to pay dissolution expenses), divided ~~common~~by ~~stock~~the innumber ~~connection~~of ~~therewith~~then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and ~~working~~(iii) ~~capital~~as promptly as reasonably possible following such redemption, subject to the approval of $1the Company’s remaining stockholders and the Company’s board of directors,~~059~~ dissolve and liquidate,~~654~~ subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.F-8

The Sponsor ~~Company~~has ~~may~~agreed ~~need~~ to ~~raise~~waive ~~additional~~its ~~capital~~liquidation ~~through~~rights ~~loans~~with orrespect ~~additional investments~~to ~~from~~the ~~its~~Founder ~~Sponsor,~~Shares ~~stockholders,~~if ~~officers,~~the ~~directors, or third parties. The~~ Company’s ~~officers,~~fails ~~directors~~to ~~and~~complete ~~Sponsor~~a Business ~~may,~~Combination ~~but~~within ~~are~~the ~~not~~Combination ~~obligated~~Period. toHowever, ~~loan~~if the ~~Company~~Sponsor ~~funds, from time to time~~ or at any ~~time,~~of inits ~~whatever~~respective ~~amount~~affiliates ~~they~~acquire ~~deem~~Public ~~reasonable~~Shares ~~in their~~after ~~sole discretion, to meet~~ the ~~Company’s~~Initial ~~working~~Public ~~capital needs. Accordingly~~Offering, ~~the~~such ~~Company~~Public ~~may~~Shares ~~not~~will be ~~able~~entitled to ~~obtain~~liquidating ~~additional~~distributions ~~financing. If~~from the ~~Company~~Trust isAccount ~~unable~~if the Company fails to ~~raise~~complete ~~additional~~a ~~capital,~~Business itCombination ~~may~~within bethe ~~required~~Combination toPeriod. ~~take~~The ~~additional~~underwriters ~~measures~~have agreed to ~~conserve~~waive ~~liquidity,~~their ~~which~~rights ~~could~~to ~~include,~~their ~~but~~deferred ~~not~~underwriting ~~necessarily~~commission be(see ~~limited~~Note ~~to,~~6) ~~curtailing~~held ~~operations,~~in ~~suspending~~ the ~~pursuit~~Trust ofAccount ain ~~potential~~the ~~transaction,~~event ~~and~~the ~~reducing overhead expenses. The~~ Company ~~cannot~~does ~~provide~~not ~~any~~complete ~~assurance~~a ~~that~~Business Combination ~~new~~within ~~financing~~the ~~will~~Combination bePeriod ~~available~~and, toin itsuch ~~on commercially acceptable terms~~event, ifsuch ~~at all.~~amounts ~~These~~will ~~conditions~~be ~~raise~~included ~~substantial~~with ~~doubt about~~ the ~~Company’s~~other ~~ability~~funds toheld ~~continue~~in asthe aTrust Account ~~going~~that ~~concern~~will ~~through~~be ~~one~~available ~~year~~to ~~from~~fund the ~~date~~ redemption of ~~these~~the ~~financial~~Public ~~statements if a Business Combination is not consummated~~Shares. ~~These~~In ~~financial~~the ~~statements~~event doof ~~not~~such ~~include~~distribution, ~~any~~it ~~adjustments~~is possible ~~relating~~that to the ~~recovery~~per share value of the ~~recorded~~ assets orremaining ~~the~~available ~~classification~~for ofdistribution ~~the~~will ~~liabilities that might~~ be ~~necessary~~less ~~should~~than the ~~Company~~amount ~~be unable~~initially tofunded ~~continue~~in asthe Trust aAccount ~~going~~($10.10 ~~concern~~per share).

~~Risks~~In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and ~~Uncertainties~~to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 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 the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

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

~~F-9~~As of December 31, 2021, the Company had $60,877 in its operating bank accounts, $111,113,029 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and a working capital deficit of $476,803.

~~NOTE~~Until the ~~2 — RESTATEMENT~~consummation OFof ~~PREVIOUSLY~~a Business Combination, the Company will be using the funds not held in the Trust Account for identifying ~~ISSUED~~and ~~FINANCIAL~~evaluating ~~STATEMENTS~~prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

The Company ~~previously~~may ~~accounted~~need ~~for~~to raise additional capital through loans or additional investments from its ~~outstanding Public~~Sponsor, ~~Warrants~~stockholders, ~~(as~~officers, directors, ~~defined~~or inthird ~~Note~~parties. 4)The ~~and~~Company’s ~~Private~~officers, ~~Placement~~directors ~~Warrants~~and ~~issued~~Sponsor inmay, ~~connection~~but ~~with~~are ~~its~~not ~~Initial~~obligated ~~Public~~to, ~~Offering~~loan asthe ~~components~~Company offunds, ~~equity~~from ~~instead~~time ofto astime ~~derivative~~or ~~liabilities. The~~at ~~warrant~~any ~~agreement~~time, ~~governing~~in ~~the~~whatever ~~warrants~~amount ~~includes~~they adeem ~~provision~~reasonable ~~that~~in ~~provides~~their ~~for potential~~sole ~~changes~~discretion, to meet the ~~settlement~~Company’s working ~~amounts~~capital ~~dependent~~needs. ~~upon~~As discussed in Note 5, the ~~characteristics~~Sponsor ofadvanced $500,000 to the ~~holder~~Company ofduring the ~~warrant.~~year Inended ~~addition~~December 31, 2021. Accordingly, the ~~warrant~~Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, ~~agreement~~it ~~includes~~may abe ~~provision~~required ~~that~~to intake additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the ~~event~~pursuit of a ~~tender~~potential ortransaction, ~~exchange~~and ~~offer~~reducing ~~made~~overhead expenses. The Company cannot provide any assurance that new financing will be available to ~~and~~it ~~accepted~~on bycommercially ~~holders~~acceptable ofterms, ~~more~~if ~~than~~at ~~50%~~all. ofThese ~~the~~conditions raise substantial ~~outstanding~~doubt ~~shares~~about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a ~~single~~Business ~~class~~Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of ~~common~~the ~~stock,~~recorded ~~all~~assets ~~holders~~or the classification of the ~~warrants~~liabilities ~~would~~that might be ~~entitled~~necessary toshould ~~receive~~the ~~cash~~Company ~~for~~be ~~their~~unable ~~warrants~~to continue ~~(the~~as ~~“tender~~a ~~offer~~going ~~provision”)~~concern.

In connection with the ~~audit of the~~ Company’s ~~financial~~assessment ~~statements~~of ~~for~~going ~~the~~concern ~~period~~in ~~ended~~accordance ~~December~~with ~~31, 2020,~~ the ~~Company’s~~authoritative ~~management~~guidance ~~further~~in ~~evaluated~~ASU ~~the warrants under ASC Subtopic 815~~2014-4015, ~~Contracts~~“Disclosures inof Uncertainties about an Entity’s ~~Own~~Ability ~~Equity. ASC~~to ~~Section~~Continue ~~815-40-15~~as ~~addresses equity~~a ~~versus~~Going ~~liability treatment and classification of equity-linked financial instruments~~Concern,” ~~including~~management ~~warrants,~~has ~~and~~determined ~~states~~ that athe ~~warrant may~~mandatory beliquidation ~~classified~~and ~~as a component of equity only if~~subsequent dissolution, ~~among~~should ~~other things,~~ the ~~warrant~~Company isbe ~~indexed~~unable to ~~the~~complete ~~issuer’s~~a ~~common~~Business ~~stock. Under ASC Section 815-40-15~~Combination, araises ~~warrant~~substantial isdoubt ~~not~~about ~~indexed to~~ the ~~issuer~~Company’s ~~common stock if the terms of the warrant require an adjustment to~~ability ~~the~~to ~~exercise~~continue ~~price~~as ~~upon~~ a ~~specified~~going ~~event~~concern. ~~and~~The ~~that~~Company ~~event~~has isuntil ~~not~~April an29, ~~input~~2022 to ~~the~~consummate ~~fair~~a ~~value~~Business ~~of the warrant~~Combination. ~~Based~~ onIt ~~management’s evaluation,~~is ~~the~~uncertain ~~Company’s~~if ~~audit committee, in consultation with management and after discussion with~~ the Company~~’s independent~~ ~~registered~~will ~~public~~be ~~accounting~~able ~~firm, concluded that the Company’s Private Placement Warrants are not indexed~~ to ~~the~~consummate ~~Company’s common~~a ~~stock~~Business inCombination ~~the manner contemplated~~ by ~~ASC~~such ~~Section~~date. ~~815-40-15~~If ~~because~~a ~~the~~Business ~~holder~~Combination ~~of the instrument~~ is not anconsummated ~~input~~by ~~into~~this ~~the~~date ~~pricing of~~without aan ~~fixed-for-fixed~~extension to ~~option~~the onacquisition ~~equity shares. In addition~~period, ~~based~~there onwill ~~management’s~~be ~~evaluation,~~a ~~the~~mandatory ~~Company’s~~liquidation ~~audit committee, in consultation with management~~ and ~~after~~subsequent ~~discussion~~dissolution. ~~with~~No ~~the~~adjustments ~~Company’s~~have ~~independent~~been ~~registered public accounting firm, concluded~~made to the ~~tender~~carrying ~~offer~~amounts ~~provision~~of ~~included~~assets inor ~~the~~liabilities ~~warrant~~should ~~agreement fails~~ the ~~“classified~~Company inbe ~~shareholders’~~required ~~equity”~~to ~~criteria as~~liquidate ~~contemplated~~after bythis ~~ASC Section 815-40-25~~date.

AsNotwithstanding athe ~~result~~stockholder approval of the ~~above,~~Extension ~~the Company should have~~Amendment ~~classified~~Proposal, the ~~warrants~~board asof ~~derivative~~directors ~~liabilities~~of inthe ~~its~~Company ~~previously~~has ~~issued~~determined ~~balance~~that ~~sheet~~it ~~issued on October 27, 2020. Under this accounting treatment, the Company~~ is ~~required~~in ~~to measure~~ the ~~fair~~best ~~value~~interests of the ~~warrants~~Company atand ~~the~~its ~~end~~stockholders ofto abandon ~~each reporting period~~ and ~~recognize~~not ~~changes in~~implement the ~~fair~~Extension ~~value~~Amendment ~~from~~Proposal, ~~the~~in ~~prior~~accordance ~~period~~with in the ~~Company’s~~Amended ~~operating~~and ~~results~~Restated ~~for~~Certificate ~~the~~of ~~current period~~Incorporation.

~~The Company’s accounting for the warrants~~Risks asand components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported assets. The impact of the restatement of the Company’s audited balance sheet as of October 27, 2020 is reflected in the following table:Uncertainties

	As
	Previously					As
	Reported		Adjustments			Restated
Balance sheet as of October 27, 2020 (audited)
Warrant Liability	$	—	$	17,270,000		$	17,270,000
Common Stock Subject to Possible Redemption		103,451,967		(17,270,000	)		86,181,967
Common Stock		392		171			563
Additional Paid-in Capital		5,003,587		(171	)		5,003,416

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 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.

F-109

NOTE 2. ~~3 —~~ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

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

Use of Estimates

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

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. ~~Accordingly,~~One of the ~~actual~~more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash 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 not have any cash equivalents as of December 31, 2021 and 2020.

~~Investments~~Marketable Securities Held in Trust Account

At December 31, 2021 and 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

~~F-11~~Warrant Liabilities

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

~~The Company~~For ~~accounts~~issued ~~for~~or ~~its~~modified ~~common~~warrants ~~stock~~that ~~subject~~meet toall ~~possible~~of ~~redemption~~the incriteria ~~accordance~~for ~~with~~equity classification, the ~~guidance~~warrants inare ~~Accounting~~required ~~Standards~~to ~~Codification (“ASC”)~~be ~~Topic~~recorded ~~480~~as ~~“Distinguishing~~a ~~Liabilities~~component ~~from~~of ~~Equity.”~~additional ~~Common~~paid-in ~~stock~~capital ~~subject~~at tothe ~~mandatory~~time ~~redemption is~~of ~~classified~~issuance. asFor aissued or ~~liability~~modified ~~instrument~~warrants ~~and~~that isdo ~~measured~~not atmeet ~~fair~~all ~~value.~~the ~~Conditionally~~criteria ~~redeemable~~for ~~common~~equity ~~stock~~classification, ~~(including~~the ~~common stock~~warrants ~~that~~are ~~features~~required ~~redemption~~to ~~rights~~be ~~that~~recorded isat ~~either~~their ~~within~~initial fair value on the ~~control~~date of ~~the~~issuance, ~~holder~~and oreach ~~subject~~balance tosheet ~~redemption~~date ~~upon~~thereafter. Changes in the ~~occurrence~~ estimated fair value of ~~uncertain~~the ~~events~~warrants ~~not~~are ~~solely~~recognized as ~~within~~a ~~the~~non-cash ~~Company’s~~gain ~~control)~~or isloss ~~classified~~on asthe ~~temporary~~statements ~~equity~~of operations. At ~~all~~the ~~other~~initial ~~times~~measurement date, ~~common stock~~the isfair ~~classified~~value asof ~~stockholders’~~the ~~equity.~~Public ~~The~~Warrants ~~Company’s~~was estimated ~~common~~using ~~stock~~both ~~features~~a ~~certain~~probability ~~redemption~~adjusted ~~rights~~Black-Scholes ~~that~~option ~~are considered~~pricing tomodel beand ~~outside~~a ofMonte ~~the~~Carlo ~~Company’s~~simulation ~~control~~approach. ~~and~~The ~~subject~~subsequent tofair value ~~occurrence~~measurement of ~~uncertain~~the ~~future~~public ~~events.~~warrants ~~Accordingly,~~was ~~at December~~estimated ~~31,~~using ~~2020,~~the ~~common~~publicly ~~stock~~traded ~~subject~~closing toprice ~~possible~~as ~~redemption~~of isthe ~~presented~~reporting atdate. ~~redemption~~The ~~value~~initial asand subsequent ~~temporary~~fair ~~equity,~~value ~~outside~~measurement of the ~~stockholders’~~Private ~~equity~~Placement ~~section~~Warrants ofwas ~~the~~estimated ~~Company’s~~by ~~balance~~using ~~sheet~~a probability adjusted Black-Scholes option pricing method.

~~Offering Costs~~F-10

~~Offering~~Common ~~costs~~Stock ~~consist~~Subject ~~of legal, accounting and other costs incurred through the balance sheet date that are directly related~~ to ~~the~~Possible ~~Initial Public Offering. Offering costs amounting to $6,569,054 were charged to stockholders’ equity upon the completion of the Initial Public Offering (see Note 1).~~Redemption

~~Warrant~~The Company ~~Liability~~accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 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 sheets.

The Company ~~accounts~~recognized ~~for warrants~~changes asin ~~either~~redemption ~~equity-classified~~value orimmediately ~~liability-classified~~as ~~instruments~~they ~~based~~have onadjusted ~~an assessment of~~ the ~~warrant’s~~carrying ~~specific~~value ~~terms and~~of ~~applicable~~redeemable ~~authoritative~~common ~~guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives~~stock ~~and~~to ~~Hedging (“ASC~~equal ~~815”). The assessment considers whether~~ the ~~warrants~~redemption ~~are~~value ~~freestanding~~at ~~financial instruments pursuant to ASC 480, meet~~ the ~~definition~~end of aeach ~~liability~~reporting ~~pursuant~~period. toIncreases ~~ASC~~or ~~480,~~decreases ~~and~~in ~~whether~~ the ~~warrants~~carrying ~~meet~~amount ~~all~~ of ~~the requirements for equity classification~~redeemable ~~under~~common ~~ASC~~stock ~~815, including whether the warrants~~ are ~~indexed~~affected toby ~~the~~charges ~~Company’s~~against ~~own~~additional ~~shares and whether the warrant holders could potentially require “net cash settlement”~~ paid-in acapital circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and ~~as of~~accumulated ~~each subsequent quarterly period end date while the warrants are outstanding~~deficit.

~~For issued or modified warrants~~At ~~that~~December ~~meet~~31, ~~all of the criteria for equity classification~~2021, the ~~warrants~~common ~~are~~stock ~~required~~subject to bepossible ~~recorded~~redemption asreflected ~~a component of additional paid-~~in ~~capital~~ at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet ~~date~~is ~~thereafter.~~reconciled ~~Changes~~ in the ~~estimated~~ ~~fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the~~following ~~warrants was estimated using both a probability adjusted Black-Scholes option pricing model and a Monte Carlo simulation approach (see Note 10).~~table:

Income Taxes

Gross proceeds from the Initial Public Offering	$	110,000,000
Less:
Proceeds allocated to Public Warrants		(8,470,000	)
Common stock issuance costs		(6,634,243	)
Plus:
Remeasurement of carrying value to redemption value		16,204,243

Common stock subject to possible redemption- December 31, 2021	$	111,100,000

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

~~ASC~~Offering ~~Topic~~costs ~~740~~consisted ~~prescribes~~of alegal, ~~recognition~~accounting ~~threshold~~ and aother ~~measurement~~expenses ~~attribute~~incurred ~~for~~through the ~~financial~~Initial ~~statement~~Public ~~recognition~~Offering ~~and~~that ~~measurement of~~were ~~tax~~directly ~~positions taken or expected~~ related to bethe ~~taken~~Initial inPublic ~~a tax return~~Offering. ~~For~~Offering ~~those~~costs ~~benefits~~were allocated to bethe ~~recognized,~~separable afinancial ~~tax~~instruments ~~position~~issued ~~must~~in bethe ~~more~~Initial Public ~~likely~~Offering ~~than~~based ~~not~~on toa be“with ~~sustained~~and ~~upon~~without ~~examination~~method”, bycompared ~~taxing~~to ~~authorities.~~total ~~The~~proceeds ~~Company~~received. ~~recognizes~~Offering ~~accrued~~costs ~~interest~~allocated ~~and~~to ~~penalties~~warrant ~~related~~liabilities towere ~~unrecognized~~expensed ~~tax benefits~~ as ~~income~~incurred ~~tax~~in ~~expense.~~the ~~There~~statements ~~were no unrecognized tax benefits and no amounts accrued for interest and penalties as~~ of ~~December 31, 2020~~operations. ~~The~~Offering ~~Company~~costs isallocated ~~currently~~to ~~not~~the ~~aware~~common ofstock ~~any~~issued ~~issues under review that could~~were ~~result~~initially incharged ~~significant~~to ~~payments,~~temporary ~~accruals~~equity orand ~~material~~then ~~deviation~~accreted ~~from~~to ~~its~~common ~~position.~~stock ~~The Company is~~ subject to ~~income~~redemption ~~tax~~immediately ~~examinations by~~upon ~~major~~the ~~taxing~~completion of ~~authorities~~the ~~since~~Initial ~~inception~~Public Offering.

~~On March~~Income 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements.Taxes

~~F-12~~The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

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

~~Net income per share is computed by dividing net income by the weighted~~F-average number of shares of common stock outstanding during the period, excluding shares of common stock forfeited. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,500,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.11

~~The Company’s statement of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class method of loss per share.~~ Net ~~income per common share, basic and diluted, for Common stock~~ ~~subject~~Income to(Loss) ~~possible~~Per redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance.Share

Net ~~income~~ loss per share, ~~basic~~is ~~and~~computed ~~diluted,~~by ~~for~~dividing ~~non~~net loss by the weighted-~~redeemable~~average number of shares of common stock isoutstanding ~~calculated~~during bythe ~~dividing~~period. The Company has not considered the ~~net~~effect ~~income,~~of ~~adjusted~~the ~~for~~warrants ~~income~~sold in the orInitial ~~loss~~Public onOffering ~~marketable~~and ~~securities~~private ~~attributable~~placement towarrants ~~Common~~in ~~stock~~the ~~subject~~calculation toof ~~possible~~diluted ~~redemption~~loss per share, bysince the ~~weighted~~exercise ~~average~~of ~~number~~the ofwarrants ~~non-redeemable~~are ~~common~~contingent ~~stock~~upon ~~outstanding~~the ~~for~~occurrence of future events and the ~~period~~inclusion of such warrants would be anti-dilutive.

~~Non-redeemable~~The ~~common~~Company ~~stock~~complies ~~includes~~with ~~Founder~~accounting ~~Shares~~ and ~~non-redeemable~~disclosure ~~shares~~requirements of ~~common~~FASB ~~stock~~ASC asTopic ~~these~~260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares doof ~~not~~common ~~have~~stock ~~any~~outstanding for ~~redemption~~the ~~features~~period. ~~Non-~~ Remeasurement associated with the redeemable shares of common stock ~~participates~~subject into ~~the~~redemption ~~income~~value oris excluded from income (loss) onper ~~marketable~~common ~~securities~~share ~~based~~as onthe ~~non-redeemable~~redemption ~~shares’ proportionate~~value ~~interest~~approximates fair value.

~~The following~~Non-redeemable ~~table~~common ~~reflects~~stock ~~the~~includes ~~calculation~~Founder ofShares ~~basic~~ and ~~diluted~~non-redeemable shares ~~net~~of ~~income~~common ~~per~~stock ~~common~~as ~~share~~these ~~(in~~shares ~~dollars,~~do ~~except~~not ~~per~~have ~~share~~any ~~amounts):~~redemption features.

	For the Period from February 26, 2020 (Inception) Through December 31,
	2020
Common stock subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	1,510
Unrealized gain (loss) on marketable securities held in Trust Account
Less: interest available to be withdrawn for payment of taxes		(1,510	)
Less: interest available to be withdrawn for working capital
Net income allocable to Common stock subject to possible redemption	$	—
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		8,532,867
Basic and diluted net income per share	$	0.00
Non-Redeemable Common Stock
Numerator: Net Income minus Net Earnings
Net income	$	1,285,220
Net income allocable to Common stock subject to possible redemption		—
Non-Redeemable Net Income	$	1,285,220
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock		10,430,773
Basic and diluted net income per share, Non-redeemable Common stock	$	0.12

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 10,500,000 shares of common stock in the aggregate. As of December 31, 2021 and 2020, the Company did not have any other dilutive securities or 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 net income (loss) per share is the same as basic net income (loss) per share for the periods presented.

~~F-13~~The following table reflects the calculation of basic and diluted net income (loss) per share of common stock:

Concentration of Credit Risk

					For the Period from February 26, 2020
	Year Ended				(Inception) Through
	December 31, 2021				December 31, 2020
	Redeemable		Non-redeemable		Redeemable			Non-redeemable
Basic and diluted net income (loss) per share of common stock
Numerator:
Allocation of net income (loss)	$	6,705,625	$	1,676,406	$	(1,341,043	)	$	(1,644,375	)
Denominator:
Basic and diluted weighted average shares outstanding		11,000,000		2,750,000		2,242,718			2,750,000
Basic and diluted net income (loss) per share of common stock	$	0.61	$	0.61	$	(0.60	)	$	(0.60	)

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

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

~~The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “~~Fair Value ~~Measurement,”~~of ~~approximates~~Financial ~~the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.~~Instruments

~~Recent~~The ~~Accounting~~fair ~~Standards~~value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for warrant liabilities (See Note 10).

~~Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.~~F-12

~~NOTE~~Recent 4.Accounting ~~INITIAL PUBLIC OFFERING~~Standards

~~Pursuant~~In August to2020, the ~~Initial~~Financial ~~Public~~Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~Offering,~~2020-06 ~~the~~— ~~Company~~“Contracts ~~sold~~in 11Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)”,~~000,000~~ ~~Units~~to atsimplify accounting afor ~~price~~certain offinancial ~~$10~~instruments.00 ~~per~~ASU ~~Unit.~~2020-06 ~~Each~~eliminates ~~Unit~~the ~~consists~~current ofmodels ~~one~~that ~~share~~require separation of ~~common~~beneficial conversion ~~stock~~and cash conversion features from convertible instruments and ~~one~~simplifies ~~redeemable~~the derivative scope exception guidance pertaining ~~warrant~~to ~~(“Public~~equity ~~Warrant”)~~classification of contracts in an entity’s own equity. ~~Each~~The ~~Public~~new ~~Warrant~~standard ~~entitles~~also ~~the~~introduces ~~holder~~additional disclosures for convertible debt and freestanding instruments that are indexed to ~~purchase~~and ~~one~~settled in an entity’s own equity. ASU 2020-~~half~~06 amends ofthe ~~one~~diluted earnings per share ofguidance, ~~common~~including ~~stock~~the atrequirement ato use the if-converted method for all convertible instruments. ~~price~~ASU of2020-06 ~~$11~~is effective for fiscal years beginning after December 15, 2023 for emerging growth companies and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.50 ~~per~~The ~~whole~~Company ~~share~~is currently assessing the impact, ~~subject~~if toany, ~~adjustment~~that ~~(see~~ASU ~~Note~~2020-06 8)would have on its financial position, results of operations or cash flows.

~~NOTE~~Management 5.does ~~PRIVATE~~not ~~PLACEMENT~~believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

~~Simultaneously with~~Revision ~~the closing~~ of ~~the~~Previously ~~Initial~~Issued ~~Public~~Financial Offering, the Sponsor purchased an aggregate of 10,000,000 Private Placement Warrants at a price of $0.50 per Private Placement Warrant, for an aggregate purchase price of $5,000,000. The Sponsor agreed to purchase up to an additional 900,000 Private Placement Warrants at a price of $0.50 per Private Placement Warrant, or an aggregate of $450,000, to the extent the underwriters exercise their over-allotment option in full or in part. However, the over-allotment option was not exercised and expired in December 2020. Each Private Placement Warrant is exercisable to purchase one-half of one share of common stock at a price of $11.50 per whole share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Placement Warrants.Statements

~~NOTE~~In preparation of the Company’s financial statements as of and 6.for ~~RELATED~~the ~~PARTY~~year ~~TRANSACTIONS~~ended December 31, 2021, the Company concluded that the grant date fair value of the underwriter over-allotment option should have been recognized and re-measured during the period from February 26, 2020 (Inception) through December 31, 2020, based on the fair value of the option using Black-Scholes.

~~Founder~~The following table presents the immaterial impact ~~Shares~~of the revisions to the 2020 financial statements:

On February 26, 2020, the Sponsor purchased 2,875,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate consideration of $25,000. On October 20, 2020, the Company effectuated a stock dividend of 0.1 share for each share of its outstanding common stock resulting in an aggregate of 3,162,500 Founder Shares outstanding. The Founder Shares included an aggregate of up 412,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). In December 2020, the underwriters’ election to exercise their over-allotment option expired unexercised, resulting in the forfeiture of 412,500 shares. Accordingly, 2,750,000 Founder Shares remain issued and outstanding.

	As
	Previously						As
	Reported			Adjustments			Revised
Statement of Operations for the Period from February 26, 2020 (Inception) Through December 31, 2020
Net Loss	$	(3,058,578	)	$	73,160		$	(2,985,418	)
Basic and diluted weighted average shares outstanding, redeemable common stock		2,242,718			—			2,242,718
Basic and diluted net loss per share, redeemable common stock	$	(0.61	)	$	0.01		$	(0.60	)
Basic and diluted weighted average shares outstanding, non-redeemable common stock		2,750,000			—			2,750,000
Basic and diluted net loss per share, non-redeemable common stock	$	(0.61	)	$	0.01		$	(0.60	)

Statement of Changes in Stockholders’ Deficit for the Period from February 26, 2020 (Inception) Through December 31, 2020
Remeasurement of Common Stock to redemption amount	$	(16,131,083	)	$	(73,160	)	$	(16,204,243	)
Net Loss	$	(3,058,578	)	$	73,160		$	(2,985,418	)
Statement of Cash Flows for the Period from February 26, 2020 (Inception) Through December 31, 2020
Net Loss	$	(3,058,578	)	$	73,160		$	(2,985,418	)
Net change in Over-allotment Liability	$	—			73,160		$	73,160

~~The~~NOTE Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell (A) with respect to 50% of the Founder Shares, for a period ending on the earlier to occur of the six-month anniversary of the completion of a Business Combination or the date on which the closing price of the common stock exceeds $123.50 ~~for~~INITIAL ~~any~~PUBLIC 20 trading days within a 30-day trading period following the closing of a Business Combination; (B) with respect to the remaining 50% of the Founder Shares, for a period ending on the six-month anniversary of the closing of a Business Combination or (C) in each case, subsequent to a Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.OFFERING

FPursuant to the Initial Public Offering, the Company sold 11,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one-14half of one share of common stock at a price of $11.50 per whole share, subject to adjustment (see Note 8).

~~Promissory~~NOTE ~~Note — Related~~4. ~~Party~~PRIVATE PLACEMENT

OnSimultaneously ~~February~~with ~~26,~~the ~~2020~~closing of the Initial Public Offering, the Sponsor ~~agreed~~purchased toan ~~loan~~aggregate ~~the~~of ~~Company~~10,000,000 Private Placement Warrants at a price of $0.50 per Private Placement Warrant, for an aggregate purchase price of $5,000,000. The Sponsor agreed to purchase up to an additional 900,000 Private Placement Warrants at a price of $~~300~~0.50 per Private Placement Warrant, or an aggregate of $450,000, to the extent the underwriters exercise their over-allotment option in full or in part. However, the over-allotment option was not exercised and expired in December 2020. Each Private Placement Warrant is exercisable to ~~cover~~purchase ~~expenses~~one-half ~~related~~of one share of common stock at a price of $11.50 per whole share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering (held in the ~~“Promissory~~Trust ~~Note”)~~Account. ~~The~~If ~~Promissory~~the ~~Note~~Company ~~was~~does ~~non-interest~~not ~~bearing~~complete ~~and~~a ~~payable~~Business onCombination within the ~~earlier~~Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption ~~December~~of ~~31,~~the ~~2020~~Public orShares (subject to the ~~consummation~~requirements of applicable law), and the ~~Initial~~Private ~~Public~~Placement ~~Offering~~Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The Company ~~repaid~~recognized the ~~entire~~amount ~~outstanding~~by ~~balance~~which the initial fair value of the Private Placement Warrants exceeded the purchase price of $~~285~~3,~~392 under~~800,000 in the ~~Promissory~~statement ~~Note~~of onoperations ~~November~~for 2the year ended December 31, 2020.

~~Advance from Sponsor~~F-13

AsNOTE of October 29, 2020, the Sponsor advanced $450,000 to the Company in anticipation of the amount to be paid for the purchase of additional Private Placement Warrants in the event the underwriters’ exercised their over-allotment option5. ~~The~~RELATED ~~advance was~~PARTY ~~due on demand should the over-allotment option not be exercised by the underwriters. The Company repaid the $450,000 advance from the Sponsor on November 4, 2020.~~TRANSACTIONS

~~Related~~Founder ~~Party Loans~~Shares

InOn ~~addition~~February 26, ~~in order to finance transaction costs in connection with a Business Combination~~2020, the Sponsor orpurchased an2,875,000 ~~affiliate~~shares of (the ~~Sponsor,~~ or“Founder ~~certain~~Shares”) of the Company’s ~~officers~~common ~~and~~stock for ~~directors~~an ~~may,~~aggregate ~~but~~consideration ~~are~~of ~~not obligated to~~$25,000. ~~loan~~On ~~the~~October ~~Company~~20, ~~funds~~2020, ~~as may be required (“Working Capital Loans”). If~~ the Company ~~completes~~effectuated a ~~Business~~stock ~~Combination,~~dividend ~~the~~of ~~Company~~0.1 ~~would~~share ~~repay~~for ~~the~~each ~~Working~~share ~~Capital~~of ~~Loans~~its ~~out~~outstanding ofcommon ~~the~~stock ~~proceeds~~resulting ofin ~~the~~an ~~Trust~~aggregate ~~Account~~of ~~released~~3,162,500 toFounder ~~the~~Shares ~~Company~~outstanding. ~~Otherwise,~~The ~~the~~Founder ~~Working~~Shares ~~Capital Loans would~~included bean ~~repaid~~aggregate ~~only out~~ of ~~funds~~up ~~held~~412,500 ~~outside~~shares ~~the~~subject ~~Trust~~to ~~Account.~~forfeiture Into the ~~event~~extent that athe ~~Business~~underwriters’ ~~Combination~~over-allotment ~~does~~option ~~not~~was ~~close, the Company~~not ~~may~~exercised ~~use~~in afull ~~portion~~or ofin ~~proceeds~~part, ~~held~~so ~~outside~~that the ~~Trust~~Sponsor ~~Account~~would toown, ~~repay~~on ~~the~~an ~~Working~~as-converted ~~Capital~~basis, ~~Loans~~20% ~~but~~of nothe ~~proceeds~~Company’s ~~held~~issued inand ~~the Trust~~outstanding ~~Account~~shares ~~would~~after ~~be used to repay~~ the ~~Working~~Initial ~~Capital~~Public ~~Loans.~~Offering ~~Except~~(assuming ~~for~~ the ~~foregoing,~~Sponsor ~~the~~does ~~terms~~not ofpurchase ~~such Working Capital Loans, if~~ any, ~~have~~Public ~~not~~Shares ~~been~~in ~~determined~~the ~~and~~Initial noPublic ~~written agreements exist with respect to such loans~~Offering). In ~~The~~December ~~Working~~2020, ~~Capital~~the ~~Loans~~underwriters’ ~~would~~election ~~either be~~to ~~repaid~~exercise ~~upon~~their ~~consummation~~over-allotment ofoption aexpired ~~Business Combination~~unexercised, ~~without~~resulting ~~interest,~~in ~~or, at~~ the forfeiture ~~lender’s~~of ~~discretion~~412,500 upshares. toAccordingly, $12,~~500~~750,000 of ~~such~~Founder ~~Working~~Shares ~~Capital~~remain ~~Loans~~issued ~~may~~and beoutstanding ~~convertible~~as ~~into warrants~~ of ~~the~~December ~~post~~31, ~~Business~~2021 ~~Combination entity at a price of $0.50 per~~and ~~warrant~~2020. ~~The warrants would be identical to the Private Placement Warrants.~~

~~NOTE~~The 7Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell (A) with respect to 50% of the Founder Shares, for a period ending on the earlier to occur of the six-month anniversary of the completion of a Business Combination or the date on which the closing price of the common stock exceeds $12.50 ~~COMMITMENTS~~ for any 20 trading days within a 30-day trading period following the closing of a Business Combination; (B) with respect to the remaining 50% of the Founder Shares, for a period ending on the six-month anniversary of the closing of a Business Combination or (C) in each case, subsequent to a Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.

~~Registration~~Promissory ~~Rights~~ Note — Related Party

~~Pursuant~~On toFebruary ~~a registration rights agreement entered into on October 27~~26, 2020, the ~~holders~~Sponsor ofagreed the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of 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~~loan ~~requiring~~ the Company toan ~~register~~aggregate ~~such securities for resale. The holders~~ of ~~the majority of these securities will be entitled to make~~ up to ~~three demands~~$300,000 ~~excluding~~to ~~short~~cover ~~form~~expenses ~~demands,~~related ~~that~~to the ~~Company~~Initial Public ~~register~~Offering ~~such securities. In addition,~~ (the ~~holders~~“IPO ~~have~~Promissory ~~certain “piggy-back~~Note”). ~~registration~~The ~~rights~~IPO ~~with~~Promissory ~~respect~~Note towas ~~registration~~non-interest ~~statements~~bearing ~~filed~~and ~~subsequent to~~payable on the ~~completion~~ earlier of aDecember ~~Business~~31, ~~Combination~~2020 ~~and~~or ~~rights to require~~ the ~~Company~~consummation toof ~~register for resale such securities pursuant to Rule 415 under~~ the ~~Securities~~Initial ~~Act~~Public Offering. The ~~registration~~Company ~~rights~~repaid ~~agreement~~the ~~will~~entire ~~not~~outstanding ~~contain~~balance ~~liquidating damages or other cash~~of ~~settlement~~$285,392 ~~provisions~~under ~~resulting~~the ~~from~~Sponsor ~~delays~~Promissory inNote ~~registering~~on ~~the~~November ~~Company’s~~2, ~~securities~~2020. ~~The~~Borrowings ~~Company~~under ~~will bear~~ the ~~expenses incurred~~IPO inPromissory ~~connection~~Note ~~with~~are ~~the~~no ~~filing~~longer ~~of any such registration statements~~available.

~~Underwriting~~On ~~Agreement~~ August 27, 2021, as amended on September 30, 2021, the Sponsor issued a new promissory note to the Company for an amount up to $500,000 to cover working capital expenses (the “Promissory Note”). The Promissory Note is non-interest bearing and payable on the earlier of April 29, 2022 or the consummation of a Business Combination. As of December 31, 2021, there was $500,000 outstanding under the Promissory Note.

~~The~~Subsequently, ~~underwriters~~on ~~are~~February ~~entitled~~2, 2022 the Company amended the Promissory Note to aincrease ~~deferred~~the ~~fee~~aggregate amount of the Promissory Note to $01,000,000.35 As ~~per~~stated ~~Unit~~in Note 5, orWorking Capital Loans have the option to be convertible to Private Placement Warrants up to the amount of $31,~~850~~500,000 inat $0.50 per warrant. The Promissory Note does not contain any convertible features and is not held the ~~aggregate~~same as the Working Capital Loans described in Note 5.

~~Right~~Advance offrom ~~First Refusal~~Sponsor

~~Subject~~As toof ~~certain~~October ~~conditions~~29, 2020, the ~~Company~~Sponsor ~~granted~~advanced ~~Chardan Capital Markets~~$450,000 ~~LLC,~~to ~~for~~the aCompany ~~period~~in ofanticipation ~~15 months after the date~~ of the ~~consummation of~~amount ato ~~Business~~be ~~Combination,~~paid afor ~~right~~the purchase of additional ~~first~~Private ~~refusal~~Placement toWarrants ~~act~~in asthe ~~lead~~event the underwriters’ orexercised ~~minimally~~their ~~as a co~~over-~~manager,~~allotment ~~with~~option. atThe ~~least 30%~~advance ofwas ~~the~~due ~~economics;~~on ~~or,~~demand inshould the ~~case~~over-allotment ofoption anot ~~three-handed~~be ~~deal~~exercised ~~20%~~by of the ~~economics, for any and all future public and private equity and debt offerings~~underwriters. InThe ~~accordance~~Company ~~with~~repaid ~~FINRA~~the ~~Rule 5110(f)(2)(E)(i)~~$450,000 ~~such right of first refusal shall not have a duration~~advance ~~of more than three years~~ from the ~~effective~~Sponsor ~~date~~on ofNovember ~~the~~4, ~~Initial Public Offering~~2020.

~~F-15~~Related Party Loans

~~Anchor~~In ~~Investment~~ addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $0.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021 and 2020, there were no amounts outstanding under the Working Capital Loans.

In connection with the closing of the Initial Public Offering, certain qualified institutional buyers or institutional accredited investors not affiliated with any member of the Company’s management (the “anchor investors”) purchased an aggregate of 10,370,000 Units. Separately, each of the anchor investors entered into a separate agreement with the Sponsor pursuant to which such investors purchased membership interests in the Sponsor representing indirect beneficial interests in up to 60,500 Founder Shares and 224,490 Private Placement Warrants upon closing of the Initial Public Offering. F-14

~~Neither~~NOTE ~~the membership interests in the Sponsor nor the Founder Shares or Private Placement Warrants to be indirectly owned by such investors will be subject to forfeiture without their consent~~6. COMMITMENTS

~~The~~Registration price paid by the anchor investors for the preceding Founder Share and Private Placement Warrant membership interests is approximately the same, proportionally, as that paid by the other members of the Sponsor, collectively, for the rest of such membership interests. Rights

~~There~~Pursuant ~~can~~to bea noregistration ~~assurance~~rights asagreement toentered ~~the~~into ~~number~~on ofOctober ~~Units~~27, 2020, the ~~anchor~~holders ~~investors~~of ~~will~~the ~~retain~~Founder Shares, ifPrivate Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any, ~~prior~~shares toof orcommon stock issuable upon the ~~consummation~~exercise of the Private Placement Warrants and warrants that may be issued upon conversion of aWorking Capital Loans) will be entitled to ~~Business~~registration ~~Combination~~rights requiring the Company to register such securities for resale. InThe holders of the ~~event~~majority of these securities will be entitled to make up to three demands, excluding short form demands, that the ~~anchor~~Company ~~investors~~register ~~purchase~~ such ~~Units~~securities. ~~and~~In ~~vote~~addition, the ~~them~~holders inhave ~~favor~~certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination, and rights to require the Company to register for resale such securities pursuant ato ~~smaller~~Rule 415 ~~portion~~under ofthe ~~affirmative~~Securities ~~votes~~Act. ~~from~~The registration rights agreement will not contain liquidating damages or other ~~public~~cash settlement ~~stockholders~~provisions ~~would~~resulting befrom ~~required~~delays toin ~~approve~~registering athe ~~Business~~Company’s ~~Combination~~securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

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

~~Preferred Stock —~~ The underwriters ~~Company~~are isentitled ~~authorized~~ to ~~issue 1,000,000 shares of preferred stock with~~ a ~~par~~deferred ~~value~~fee of $0.~~0001~~ 35 per ~~share~~Unit, ~~with~~or ~~such designations~~$3,850,000 ~~voting~~in ~~and~~the ~~other~~aggregate, ~~rights~~that ~~and~~is ~~preferences~~only aspayable ~~may~~upon ~~be determined from time to time by~~ the ~~Company’s~~closing ~~board~~ of ~~directors.~~a AtBusiness ~~December 31, 2020, there were no shares of preferred stock issued or outstanding~~Combination.

~~Common~~Right ~~Stock — The Company is authorized to issue 100,000,000 shares~~ of ~~common~~First stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. At December 31, 2020, there were 5,777,608 shares of common stock issued or outstanding, excluding 7,972,392 shares of common stock subject to possible redemption.Refusal

~~Warrants — The~~Subject ~~Public~~to ~~Warrants~~certain ~~will~~conditions, ~~become~~the ~~exercisable~~Company ongranted ~~the~~Chardan ~~later~~Capital ofMarkets, (LLC, for a) 30period ~~days~~of 15 months after the ~~completion~~date of the consummation of a Business Combination, a right of first refusal to act as lead underwriters or ~~(b)~~minimally 12as ~~months~~a co-manager, with at least 30% ~~from~~of the ~~closing~~economics; or, in the case of a three-handed deal 20% of the ~~Initial~~economics, ~~Public~~for ~~Offering.~~any ~~The~~and ~~Public~~all ~~Warrants~~future ~~will~~public ~~expire~~and ~~five~~private ~~years~~equity and ~~after~~debt ~~the~~offerings. ~~completion~~In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a ~~Business~~duration ~~Combination~~of ormore ~~earlier~~than ~~upon~~three ~~redemption~~years orfrom ~~liquidation~~the effective date of the Initial Public Offering.

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

~~The~~In ~~Company~~connection ~~has~~with ~~agreed that as soon as practicable, but in no event later than 15 business days, after~~ the closing of ~~a Business Combination,~~ the ~~Company~~Initial ~~will~~Public ~~use its reasonable best efforts to file~~Offering, ~~and~~certain ~~within~~qualified 60institutional ~~business~~buyers ~~days~~or ~~following~~institutional ~~a Business Combination to have~~accredited ~~declared~~investors ~~effective,~~not aaffiliated ~~registration~~with ~~statement~~any ~~for~~member ~~the registration, under the Securities Act,~~ of the ~~shares of common stock issuable upon exercise of the warrants. The~~ Company’s ~~will~~management ~~use its reasonable best efforts to maintain~~ (the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “~~covered~~anchor ~~security~~investors”) ~~under~~purchased ~~Section~~an ~~18(b)(1)~~aggregate of ~~the Securities Act~~10, ~~the Company may~~370,000 ~~at its option~~Units. Separately, ~~require~~each ~~holders~~ of ~~Public~~the ~~Warrants~~anchor ~~who~~investors ~~exercise~~entered ~~their~~into ~~warrants to do so on~~ a ~~“cashless~~separate ~~basis”~~agreement ~~in accordance~~ with ~~Section 3(a)(9) of~~ the ~~Securities~~Sponsor ~~Act~~pursuant to ~~and,~~which insuch ~~the~~investors ~~event~~purchased ~~the~~membership ~~Company~~interests soin ~~elects,~~ the ~~Company~~Sponsor ~~will~~representing ~~not~~indirect bebeneficial ~~required~~interests ~~to file or maintain~~ in ~~effect~~up ~~a registration statement, but will be required~~ to ~~use its best~~60,500 ~~efforts~~Founder toShares ~~register~~and or224,490 ~~qualify~~Private ~~the~~Placement ~~shares~~Warrants ~~under~~upon ~~applicable~~closing ~~blue~~of ~~sky laws to~~ the ~~extent~~Initial anPublic ~~exemption is not available~~Offering.

~~Once~~Neither the ~~warrants~~membership ~~become~~interests ~~exercisable,~~in the ~~Company~~Sponsor ~~may~~nor ~~redeem~~ the ~~Public~~Founder Shares or Private Placement Warrants: to be indirectly owned by such investors will be subject to forfeiture without their consent.

●The price inpaid ~~whole~~by ~~and~~the ~~not~~anchor ininvestors ~~part;~~for ●the atpreceding aFounder ~~price~~Share ofand ~~$0.01~~Private ~~per~~Placement ~~warrant;~~Warrant ●membership ~~if,~~interests ~~and~~is ~~only~~approximately the ifsame, ~~the~~proportionally, ~~reported~~as ~~last~~that ~~sale~~paid ~~price~~by of the ~~Company’s~~other ~~common~~members ~~stock~~of ~~equals~~the orSponsor, ~~exceeds~~collectively, ~~$16.50 per share~~ for ~~any 20 trading days within a 30-trading day period ending three business days before~~ the ~~Company~~rest ~~sends the notice~~ of ~~redemption~~such tomembership ~~each warrant holder~~interests.

~~F-16~~The Company has valued the excess fair value of the Founder Shares and Private Placement Warrants offered to the anchor investors at $535,827. The excess of the fair value of the Founder Shares and Private Placement Warrants was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and was charged to stockholders’ equity after the completion of the Initial Public Offering.

IfThere ~~and~~can ~~when~~be ~~the~~no ~~warrants~~assurance ~~become~~as ~~redeemable~~to bythe number of Units the ~~Company~~anchor investors will retain, if any, prior to or upon the ~~Company~~consummation ~~may~~of ~~exercise~~a Business ~~its~~Combination. ~~redemption~~In ~~right~~the ~~even~~event ifthat itthe isanchor ~~unable~~investors topurchase such Units and vote them in favor of a Business Combination, ~~register~~a orsmaller ~~qualify~~portion ~~the~~of ~~underlying~~affirmative ~~securities~~votes ~~for~~from ~~sale~~other ~~under~~public ~~all~~stockholders ~~applicable~~would ~~state~~be ~~securities~~required ~~laws~~to approve a Business Combination.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.F-15

InNOTE addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $97.20 ~~per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company~~STOCKHOLDERS’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price.EQUITY

~~The~~Preferred ~~Private~~Stock ~~Placement~~— ~~Warrants~~The ~~are~~Company ~~identical~~is authorized to ~~the~~issue ~~Public Warrants underlying the Units sold in the Initial Public Offering~~1,000,000 ~~except that~~shares ~~the~~of ~~Private~~preferred ~~Placement Warrants and the common~~ stock ~~issuable~~with ~~upon~~a ~~the~~par ~~exercise~~value of ~~the Private Placement Warrants will not~~ be$0.0001 ~~transferable,~~per ~~assignable~~share orwith ~~salable~~such ~~until 30 days after the completion of a Business Combination~~designations, ~~subject~~voting toand ~~certain~~other ~~limited exceptions.~~rights ~~Additionally, the Private Placement Warrants will be exercisable on a cashless basis~~ and bepreferences ~~non-redeemable so long~~ as ~~they~~may ~~are~~be ~~held~~determined byfrom ~~the~~time ~~initial~~to ~~purchasers~~time ~~or their permitted transferees. If the Private Placement Warrants are held~~ by ~~someone~~ ~~other than~~ the ~~initial~~Company’s ~~purchasers~~board orof ~~their~~directors. ~~permitted~~At ~~transferees~~December 31, ~~the~~2021 ~~Private Placement Warrants will be redeemable by the Company~~ and ~~exercisable~~2020, bythere ~~such~~were ~~holders~~no onshares ~~the~~of ~~same~~preferred ~~basis~~stock asissued ~~the Public Warrants~~or outstanding.

~~NOTE~~Common 9Stock — ~~INCOME~~The ~~TAX~~Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. At December 31, 2021 and 2020, there were 2,750,000 shares of common stock issued and outstanding, excluding 11,000,000 shares of common stock subject to possible redemption which are presented as temporary equity.

~~The~~NOTE ~~Company’s~~8. ~~net~~WARRANT ~~deferred tax asset at December 31, 2020 is as follows:~~LIABILITIES

	December 31,
	2020
Deferred tax asset
Net operating loss carryforward	$	49,304
Total deferred tax asset		49,304
Valuation Allowance		(49,304	)
Deferred tax asset, net allowance	$	—

As of December 31, 2021 and 2020, there are 11,000,000 Public Warrants which can be exercised to purchase an aggregate of 5,500,000 shares and 10,000,000 Private Placement Warrants which can be exercised to purchase an aggregate of 5,000,000 shares outstanding.

~~F-17~~The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The ~~income~~Company ~~tax~~will ~~provision~~not ~~for~~be obligated to deliver any shares of common stock pursuant to the ~~period~~exercise ~~from~~of ~~February~~a 26warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, ~~2020~~subject ~~(inception)~~to ~~through~~the ~~December~~Company 31satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified ~~2020~~or ~~consists~~deemed to be exempt under the securities laws of the ~~following:~~state of residence of the registered holder of the warrants.

	December 31,
	2020
Federal
Current	$	—
Deferred		(49,304	)
State and Local
Current		—
Deferred		—
Change in valuation allowance		49,304
Income tax provision	$	—

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its reasonable best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

AsOnce ofthe ~~December~~warrants ~~31,~~become ~~2020~~exercisable, the Company ~~had~~may anredeem ~~approximate~~the ~~$235,000~~Public ~~U.S. federal net operating loss carryover available to offset future taxable income.~~Warrants:

~~In assessing~~● ~~the~~in ~~realization~~whole ofand ~~the deferred tax assets, management considers whether it is more likely than~~ not ~~that~~in ~~some~~part; ~~portion of~~● ~~all~~at ofa ~~the~~price ~~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 which temporary differences representing net future deductible amounts become deductible~~$0.01 ~~Management~~per ~~considers~~warrant; ~~the~~● ~~scheduled reversal of deferred tax liabilities~~if, ~~projected future taxable income~~ and ~~tax~~ ~~planning~~only ~~strategies~~if, inthe ~~making~~reported ~~this~~last ~~assessment.~~sale ~~After~~price ~~consideration~~ of ~~all of~~ the ~~information~~Company’s ~~available,~~common ~~management~~stock ~~believes that~~equals ~~significant~~or ~~uncertainty~~exceeds ~~exists~~$16.50 ~~with~~per ~~respect~~share tofor ~~future~~any ~~realization~~20 oftrading ~~the~~days ~~deferred~~within ~~tax assets and has therefore established~~ a ~~full~~30-trading ~~valuation~~day ~~allowance. For the~~ period ~~from~~ending ~~February~~three ~~26,~~business ~~2020~~days ~~(inception)~~before ~~through~~the ~~December~~Company ~~31,~~sends ~~2020,~~ the ~~change~~notice inof ~~the~~redemption ~~valuation allowance~~to ~~was~~each ~~$49,304~~warrant holder.

AIf ~~reconciliation~~and ofwhen the ~~federal~~warrants ~~income~~become ~~tax~~redeemable ~~rate~~by tothe Company, the Company’s ~~effective~~may ~~tax~~exercise ~~rate~~its atredemption ~~December~~right ~~31,~~even ~~2020~~if it is asunable ~~follows:~~to register or qualify the underlying securities for sale under all applicable state securities laws.

	December 31, 2020
Statutory federal income tax rate		21.0	%
State taxes, net of federal tax benefit		0.0	%
Change in value of derivative liability		(24.8	)%
Change in valuation allowance		3.8	%
Income tax provision		0.0	%

F-16

~~The~~If the Company ~~files~~calls ~~income~~the ~~tax~~Public ~~returns~~Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the Uwarrant agreement.S. ~~federal~~The ~~jurisdiction~~exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is ~~subject~~unable to ~~examination~~complete bya Business Combination within the ~~various~~Combination ~~taxing~~Period ~~authorities.~~and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any ~~The~~of such funds with respect to their warrants, nor will they receive any distribution from the Company'’s ~~tax~~assets ~~returns~~held ~~since~~outside of ~~inception~~the ~~remain~~Trust ~~open~~Account with the respect to ~~examination~~such bywarrants. Accordingly, the ~~taxing~~warrants ~~authorities~~may expire worthless.

~~NOTE~~In 10addition, —if ~~FAIR~~(x) ~~VALUE~~the ~~MEASUREMENTS~~ Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price.

The ~~Company~~Private ~~follows~~Placement Warrants are identical to the ~~guidance~~Public inWarrants ~~ASC~~underlying ~~820~~the ~~for~~Units ~~its~~sold ~~financial~~in ~~assets~~the ~~and~~Initial ~~liabilities~~Public Offering, except that ~~are~~the ~~re-measured~~Private Placement Warrants and ~~reported~~the atcommon ~~fair~~stock ~~value~~issuable upon the exercise of the Private Placement Warrants will not atbe ~~each~~transferable, ~~reporting~~assignable ~~period~~or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-~~financial~~redeemable ~~assets~~so ~~and~~long as ~~liabilities~~they ~~that~~are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are ~~re-measured~~held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and ~~reported~~exercisable atby ~~fair~~such ~~value~~holders aton ~~least~~the ~~annually~~same basis as the Public Warrants.

F-1817

~~The fair~~NOTE value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date9. InINCOME connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:TAX

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company’s net deferred tax asset at December 31, 2021 and 2020 is as follows:

At December 31, 2020, investments held in the Trust Account were comprised of $111,101,918 in money market funds which are invested primarily in U.S. Treasury Securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	December 31,
	2021			2020
Deferred tax asset
Net operating loss carryforward	$	58,291		$	961,502
Startup/Organization Expenses	$	295,128			—
Total deferred tax asset		353,419			961,502
Valuation Allowance		(353,419	)		(961,502	)
Deferred tax asset, net allowance	$	—		$	—

AtThe income tax provision for the year ended December 31, ~~2020,~~2021 ~~there~~and ~~were~~for 11the period from February 26,~~000,000~~ ~~Public Warrants~~2020 ~~and~~(inception) 10through December 31,~~000,000~~ ~~Private~~2020 ~~Placement~~consists ~~Warrants~~of ~~outstanding.~~the following:

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

	December 31,
	2021			2020
Federal
Current	$	—		$	—
Deferred		608,083			(961,502	)
State and Local
Current	$	—		$	—
Deferred		—			—
Change in valuation allowance		(608,083	)		961,502
Income tax provision	$	—		$	—

Description	December 31, 2020		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	111,101,918	$	111,101,918	$	—	$	—
Liabilities:
Warrant Liability – Public Warrants	$	8,800,000	$	8,800,000	$	—		$
Warrant Liability – Private Placement Warrants	$	6,950,000	$	—	$	—	$	6,950,000

As of December 31, 2021 and 2020, the Company had an approximate $278,000 and $235,000 U.S. federal net operating loss carryover available to offset future taxable income, respectively.

~~The~~In assessing ~~fair~~the ~~value~~realization of the ~~Private Placement~~deferred ~~Warrants~~tax ~~was~~assets, ~~estimated~~management ~~using~~considers awhether ~~probability~~it ~~adjusted~~is ~~Black-Scholes~~more ~~option~~likely ~~pricing~~than ~~model.~~not ~~The~~that ~~assumptions~~some ~~under~~portion ~~the~~of all ~~model~~of ~~include~~ the ~~underlying~~deferred ~~stock~~tax ~~price,~~assets ~~strike~~will ~~price,~~not ~~risk-free~~be ~~interest~~realized. ~~rate,~~The ~~estimated~~ultimate ~~volatility,~~realization ~~the~~of ~~expected~~deferred ~~term,~~tax ~~and~~assets ~~probability~~is ofdependent anupon ~~expected~~the ~~acquisition.~~generation ~~Expected~~of ~~stock~~future ~~price~~taxable ~~volatility~~income isduring ~~based on~~ the ~~actual~~periods ~~historical~~in ~~volatility~~which oftemporary adifferences ~~group~~representing ofnet ~~comparable~~future ~~publicly~~deductible ~~traded companies~~amounts ~~observed~~become ~~over~~deductible. aManagement ~~historical~~considers ~~period equal to~~ the ~~expected~~scheduled ~~remaining~~reversal ~~life~~ of ~~the~~deferred ~~Private~~tax ~~Placement~~liabilities, ~~Warrants.~~projected ~~The~~future ~~fair~~taxable ~~value~~income ofand ~~the underlying shares is~~tax ~~the~~planning ~~published~~strategies ~~closing~~in ~~market~~making ~~price~~this onassessment. ~~the~~After ~~Nasdaq~~consideration ~~Capital~~of ~~Market~~all as of ~~each~~the ~~reporting~~information ~~date~~available, asmanagement ~~adjusted~~believes ~~for~~ that significant ~~results,~~uncertainty asexists ~~necessary. The~~with ~~risk-free~~respect ~~interest~~to ~~rate~~future isrealization ~~based~~of on the ~~U.S.~~deferred ~~Treasury~~tax ~~yield~~assets ~~curve~~and inhas ~~effect~~therefore onestablished ~~the~~a ~~date of~~ full valuation ~~equal to the remaining expected life of the Private Placement Warrants~~allowance. ~~The~~For ~~dividend yield percentage is zero because~~ the ~~Company~~period ~~does~~from ~~not~~February ~~currently pay dividends~~26, ~~nor~~2020 ~~does~~(inception) itthrough ~~intend~~December to31, ~~do so~~2020, ~~during~~and ~~the~~2021, ~~expected term of~~ the ~~Private~~change ~~Placement~~in ~~Warrants. The fair value of~~ the valuation ~~Public Warrants~~allowance was ~~determined~~$961,502 ~~using~~and ~~the~~$(608,083) ~~close price as of the reporting date~~respectfully.

~~The~~A reconciliation ~~fair value~~ of the ~~Private~~federal ~~Placement~~income ~~Warrants~~tax ~~was~~rate ~~estimated~~to atthe ~~December 31,~~Company’s ~~2020~~effective ~~using~~tax ~~the~~rate ~~Black-Scholes~~at ~~model~~December 31, 2021 and ~~the~~2020 ~~following~~is ~~assumptions~~as follows:

	Private Placement Warrants
	December 31,
Estimated dividend yield		—
	2021			2020
Expected volatility		25	%
Statutory federal income tax rate		21.0	%		21.0	%
Risk-free interest rate		0.36	%
State taxes, net of federal tax benefit		0.0	%		0.0	%
Expected term (years)		5.00
Change in valuation allowance		(7.3	)%		4.9	%
True-up		10.9	%		0.0	%
Change in value of derivative liability		(24.6	)%		(25.9	)%
Income tax provision		0.0	%		0.0	%

~~NOTE~~The 11Company —files ~~SUBSEQUENT~~income ~~EVENTS~~tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities.

~~The~~On ~~Company~~March ~~evaluated~~27, ~~subsequent~~2020, ~~events~~the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and ~~transactions~~laws ~~that~~are ~~occurred~~recognized in the period ~~after~~which the ~~balance~~new ~~sheet~~legislation ~~date~~is upenacted. toThe CARES Act made various tax law changes including among other things (i) increasing the ~~date~~limitation under ~~that~~Section 163(j) of the ~~financial~~Internal ~~statements~~Revenue ~~were~~Code ~~issued.~~of ~~Based~~1986, ~~upon~~as ~~this~~amended ~~review~~(the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), ~~except~~(iii) asmaking ~~discussed~~modifications ~~above~~to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s ~~did~~full ~~not~~valuation allowance ~~identify~~position ~~any~~and ~~subsequent~~capitalization ~~events~~of ~~that~~all ~~would~~costs, ~~have~~the ~~required~~CARES ~~adjustment~~Act ordid ~~disclosure~~not inhave an impact on the financial statements.

F-1918

~~EXHIBIT~~NOTE ~~INDEX~~10. FAIR VALUE MEASUREMENTS

Exhibit No.		Description
1.1		Underwriting Agreement, dated October 27, 2020, between the Company and Chardan Capital Markets, LLC (2)
3.1		Amended and Restated Certificate of Incorporation.(2)
3.2		Certificate of Incorporation (1)
3.3		Bylaws. (1)
4.1		Specimen Unit Certificate. (1)
4.2		Specimen Common Stock Certificate. (1)
4.3		Specimen Warrant Certificate. (1)
4.4		Warrant Agreement dated October 27, 2020 between Continental Stock Transfer & Trust Company and the Registrant. (1)
4.5		Description of Registered Securities.*
10.1		Letter Agreement dated October 27, 2020 among the Registrant, Mallard Founders Holdings, LLC and each of the executive officers and directors of the Registrant. (2)
10.2		Investment Management Trust Agreement dated October 27, 2020 between Continental Stock Transfer & Trust Company and the Registrant. (2)
10.3		Registration Rights Agreement dated October 27, 2020 among the Registrant, Mallard Founders Holdings, LLC and the Holders signatory thereto. (2)
10.4		Private Placement Warrants Purchase Agreement dated October 27, 2020 between the Registrant and Mallard Founders Holdings, LLC. (2)
10.5		Form of Indemnity Agreement. (1)
10.6		Securities Subscription Agreement dated February 26, 21020 between the Registrant and Mallard Founders Holdings, LLC. (1)
14.1		Code of Ethics(1)
14.2		Audit Committee Charter (1)
14.3		Compensation Committee Charter(1)
31.1		Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
31.2		Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
32.1		Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**
32.2		Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**
101.INS		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema*
101.CAL		XBRL Taxonomy Calculation Linkbase*
101.LAB		XBRL Taxonomy Label Linkbase*
101.PRE		XBRL Definition Linkbase Document*
101.DEF		XBRL Definition Linkbase Document*

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

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

** Furnished herewith.

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

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

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

(1)	Incorporated by reference to the Company’s Form S-1, originally filed with the SEC on September 21, 2020 (File No. 333-248939), as amended.
(2)	Incorporated by reference to the Company’s Form 8-K, filed with the SEC on October 30, 2020.

At December 31, 2021 and 2020, investments held in the Trust Account were comprised of $111,113,029 and $111,101,918, respectively, in money market funds which are invested primarily in U.S. Treasury Securities. Through December 31, 2021, the Company did not withdraw any interest income from the Trust Account.

29The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

SIGNATURES

Description	December 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	111,113,029	$	111,113,029	$	—	$	—

Liabilities:
Warrant Liability – Public Warrants	$	3,080,000	$	3,080,000	$	—	$	—
Warrant Liability – Private Placement Warrants	$	2,840,000	$	—	$	—	$	2,840,000

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

Description	December 31, 2020		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	111,101,918	$	111,101,918	$	—	$	—

Liabilities:
Warrant Liability – Public Warrants	$	8,800,000	$	8,800,000	$	—	$	—
Warrant Liability – Private Placement Warrants	$	6,950,000	$	—	$	—	$	6,950,000

April 22, 2021	MALLARD ACQUISITION CORP.
	By:	/s/ P. Jeffrey Leck
	Name:	P. Jeffrey Leck
	Title:	Chief Executive Officer
		(Principal Executive Officer)

F-19

~~Pursuant~~The fair value of the Private Placement Warrants was estimated using a probability adjusted Black-Scholes option pricing model, which is considered to be a Level 3 fair value measurement. The assumptions under the ~~requirements~~model include the underlying stock price, strike price, risk-free interest rate, estimated volatility, the expected term, and probability of an expected acquisition. Expected stock price volatility is based on the ~~Securities~~actual ~~Exchange~~historical ~~Act~~volatility of ~~1934~~a group of comparable publicly traded companies observed over a historical period equal to the expected remaining life of the Private Placement Warrants. The fair value of the underlying shares is the published closing market price on the Nasdaq Capital Market as of each reporting date, ~~this~~as ~~Report~~adjusted ~~has~~for ~~been~~significant results, ~~signed~~as ~~below~~necessary. byThe risk-free interest rate is based on the ~~following~~U.S. ~~persons~~Treasury yield curve in effect on ~~behalf~~the date of valuation equal to the remaining expected life of the ~~registrant~~Private ~~and~~Placement Warrants. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants. Beginning in the ~~capacities~~fourth ~~and~~quarter onof the ~~dates~~period ~~indicated~~ended December 31, 2020, when the Public Warrants began trading in an active market, the fair value of the Public Warrants was determined using the close price as of the reporting date, which is considered to be a Level 1 fair value measurement due to the use of an observable market quote in an active market.

Name	Position	Date
/s/ P. Jeffrey Leck	Chief Executive Officer, President and Director	April 22, 2021
P. Jeffrey Leck	(Principal Executive Officer)
/s/ John F. Kirtley	Chief Financial Officer, Secretary, Treasurer and Director	April 22, 2021
John F. Kirtley	(Principal Financial and Accounting Officer)
/s/ Marc S. Sculler	Director	April 22, 2021
Marc S. Sculler
/s/ William Weatherford	Director	April 22, 2021
William Weatherford
/s/ Jennifer Paul	Director	April 22, 2021
Jennifer Paul
/s/ Scott Yearwood	Director	April 22, 2021
Scott Yearwood

The fair value of the Private Placement Warrants was estimated using the Black-Scholes model and the following assumptions:

	December 31, 2021			December 31, 2020
Estimated dividend yield	—			—
Expected volatility		10.3	%		25	%
Risk-free interest rate		1.04	%		0.36	%
Expected term (years)		5.00			5.00

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

	Private Placement
Fair value as of January 1, 2021	$	6,950,000
Change in fair value		(4,110,000	)
Fair value as of December 31, 2021	$	2,840,000

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during any of the periods presented.

NOTE 11. 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. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On February 2, 2022, the Company amended the Promissory Note (the “Second Promissory Note”) to increase the principal amount of the note to $1,000,000. As of April 15, 2022, the amount outstanding under the Second Promissory Note was $740,000.

F-20

EXHIBIT INDEX

Exhibit No.		Description
1.1		Underwriting Agreement, dated October 27, 2020, between the Company and Chardan Capital Markets, LLC (2)
3.1		Amended and Restated Certificate of Incorporation. (2)
3.2		Certificate of Incorporation (1)
3.3		Bylaws. (1)
4.1		Specimen Unit Certificate. (1)
4.2		Specimen Common Stock Certificate. (1)
4.3		Specimen Warrant Certificate. (1)
4.4		Warrant Agreement dated October 27, 2020 between Continental Stock Transfer & Trust Company and the Registrant. (1)
4.5		Description of Registered Securities. (3)
10.1		Letter Agreement dated October 27, 2020 among the Registrant, Mallard Founders Holdings, LLC and each of the executive officers and directors of the Registrant. (2)
10.2		Investment Management Trust Agreement dated October 27, 2020 between Continental Stock Transfer & Trust Company and the Registrant. (2)
10.3		Registration Rights Agreement dated October 27, 2020 among the Registrant, Mallard Founders Holdings, LLC and the Holders signatory thereto. (2)
10.4		Private Placement Warrants Purchase Agreement dated October 27, 2020 between the Registrant and Mallard Founders Holdings, LLC. (2)
10.5		Form of Indemnity Agreement. (1)
10.6		Securities Subscription Agreement dated February 26, 21020 between the Registrant and Mallard Founders Holdings, LLC. (1)
10.7		Second Amended and Restated Promissory Note of the Company, dated February 2, 2022. (4)
14.1		Code of Ethics (1)
14.2		Audit Committee Charter (1)
14.3		Compensation Committee Charter (1)
31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and 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 pursuant to Rule 13a-14(a) and 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 Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of the Principal Financial Officer pursuant to 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.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

*	Filed herewith.

**	Furnished herewith.

(1)	Incorporated by reference to the Company’s Registration Statement on Form S-1, originally filed with the SEC on September 21, 2020 (File No. 333-248939), as amended.
(2)	Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on October 30, 2020.
(3)	Incorporated by reference to the Company’s Annual Report on Form 10-K, filed with the SEC on April 22, 2021.
(4)	Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 4, 2022.

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.

May 10, 2022	MALLARD ACQUISITION CORP.

	By:	/s/ P. Jeffrey Leck
	Name:	P. Jeffrey Leck
	Title:	Chief Executive Officer
		(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/ P. Jeffrey Leck	Chief Executive Officer, President and Director	May 10, 2022
P. Jeffrey Leck	(Principal Executive Officer)

/s/ John F. Kirtley	Chief Financial Officer, Secretary, Treasurer and Director	May 10, 2022
John F. Kirtley	(Principal Financial and Accounting Officer)

/s/ Marc S. Sculler	Director	May 10, 2022
Marc S. Sculler

/s/ William Weatherford	Director	May 10, 2022
William Weatherford

/s/ Jennifer Paul	Director	May 10, 2022
Jennifer Paul

/s/ Scott Yearwood	Director	May 10, 2022
Scott Yearwood

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Filing Compare · Mallard Acquisition Corp.