UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~March 3031, ~~2021~~ 2022

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

For the transition period from to

Class Acceleration Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-39895

85-3032663

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2625 Woodside Road

Woodside, CA 94602

(Address of principal executive offices, including zip code)

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

Not Applicable

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant	CLAS.U	The New York Stock Exchange

Class A Common Stock, par value $0.0001 per share	CLAS	The New York Stock Exchange

Warrants, each exercisable for one share Class A Common Stock for $11.50 per share	CLAS WS	The New York Stock Exchange

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

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

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

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

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

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

As of ~~January~~May 1416, 2022, there were 25,875,000 shares of Class A common stock, par value $0.0001 per share and 6,468,750 shares of the Company’s Class B common stock, par value $0.0001 per share, of the registrant issued and outstanding.

CLASS ACCELERATION CORP.

Quarterly Report on Form 10-Q

Table of Contents

PART I. FINANCIAL INFORMATION		1
Item 1.	Financial Statements ~~(Unaudited)~~	1
	Condensed Balance Sheets as of September 30, 2021 and December 31, 2020 (Audited)	1
	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	1
	Condensed Statements of Operations for the three and nine months ended September 30, 2021 and for the period from August 24, 2020 (inception) through September 30, 2020	2
	Condensed Statements of Operations for the three months ended March 31, 2022 and 2021 (Unaudited)	2
	Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2021 and for the period from August 24, 2020 (inception) through September 30, 2020	3
	Condensed Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2022 and 2021 (Unaudited)	3
	Condensed Statement of Cash Flows for the nine months ended September 30, 2021 and for the period from August 24, 2020 (inception) through September 30, 2020	4
	Condensed Statements of Cash Flows for the three months ended March 31, 2022 and 2021 (Unaudited)	4
	Notes to Condensed Financial Statements	5
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2119
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2422
Item 4.	Controls and Procedures	2523
PART II. OTHER INFORMATION		2624
Item 1.	Legal Proceedings	2624
Item 1A.	Risk Factors	2624
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2725
Item 3.	Defaults Upon Senior Securities	2725
Item 4.	Mine Safety Disclosures	2725
Item 5.	Other Information	2725
Item 6.	Exhibits	2826
SIGNATURES		2927

PART – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CLASS ACCELERATION CORP.

CONDENSED BALANCE SHEETS

	September 30, 2021			December 31, 2020
	March 31, 2022			December 31, 2021
	(unaudited)
	(Unaudited)
Assets
Cash	$	~~622~~71,~~755~~607		$	76421,~~602~~663
Prepaid expenses		281,531			—
Due from related party		5,000			5,000
Deferred offering costs		—			96,080
Prepaid expenses		215,341			271,032
Total current assets		~~904~~291,~~286~~948			~~172~~697,~~682~~695
Prepaid expenses, non-current		~~79,453~~—			—11,138
Marketable securities held in Trust Account		258,~~760~~785,~~889~~572			—258,765,402
Total Assets	$	259,~~744~~077,~~628~~520		$	~~172~~259,~~682~~474,235
Liabilities and Stockholders’ Equity (Deficit)
Liabilities and Stockholders’ Deficit
Current liabilities:
Accrued expenses	$	156,514		$	8,732
Accounts payable and accrued expenses	$	209,900		$	398,086
Due to related party		2225,~~587~~000			5615,~~560~~000
Promissory note - related party		—			~~85,230~~—
Total current liabilities		~~179~~234,~~101~~900			~~150~~413,~~522~~086
Warrant liability		113,~~885~~743,~~913~~336			—10,296,032
Deferred underwriting fees		9,056,250			—9,056,250
Total liabilities		2113,~~121~~034,~~264~~486			~~150~~19,~~522~~765,368
Commitments and Contingencies (Note 9)
Commitments and Contingencies (Note 7)
Class A common stock subject to possible redemption, 25,875,000 shares and 0 shares at redemption value at September 30, 2021 and December 31, 2020, respectively		258,750,000			—
Class A common stock subject to possible redemption, 25,875,000 shares at redemption value at March 31, 2022 and December 31, 2021		258,750,000			258,750,000
Stockholders’ Equity (Deficit):
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized, no shares issued and outstanding, excluding 25,875,000 and 0 shares subject to possible redemption, respectively		—			—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized, no shares issued and outstanding at March 31, 2022 and December 31, 2021, excluding 25,875,000 shares subject to possible redemption		—			—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,468,750 shares issued and outstanding at September 30, 2021 and December 31, 2020		647			647
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,468,750 shares issued and outstanding at March 31, 2022 and December 31, 2021		647			647
Additional paid-in capital		-—			~~24,353~~—
Accumulated deficit		(2012,~~127~~707,~~283~~613	)		(219,~~840~~041,780	)
Total Stockholders’ Equity (Deficit)		(20,126,636	)		22,160
Total stockholders’ deficit		(12,706,966	)		(19,041,133	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	259,744,628		$	172,682
Total Liabilities and Stockholders’ Deficit	$	259,077,520		$	259,474,235

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

CLASS ACCELERATION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(~~Unaudited~~UNAUDITED)

	For the three months ended September 30, 2021			For the nine months ended September 30, 2021			For the period from August 24, 2020 (inception) through September 30, 2020
	For the three months ended March 31, 2022			For the three months ended March 31, 2021
Formation and operating costs	$	~~265~~238,~~663~~699		$	~~780~~222,~~273~~360		$	~~830~~
Loss from operations		(~~265~~238,~~663~~699	)		(~~780~~222,~~273~~360	)		~~(830~~	)
Other income (expense)
Other income
Trust interest income		320,~~975~~170			102,~~889~~981			—
Bank interest income		89			143			—
Warrant issuance costs		—			(615,674	)
Warrant issuance costs		—			(615,674	)		—
Unrealized gain on change in fair value of warrants		6,552,696			4,061,294
Gain on change in fair value of warrants		4,672,490			4,944,520			—
Total other income		6,572,866			3,448,601
Total other income		4,676,554			4,339,878			—
Net income	$	6,334,167		$	3,226,241
Net income (loss)	$	4,410,891		$	3,559,605		$	(830	)
Basic and diluted weighted average shares outstanding of Class A common stock, subject to possible redemption		25,875,000			20,125,000
Weighted average shares outstanding of Class A common stocks subject to possible redemption		25,875,000			23,979,396			—
Basic and diluted net income per share, Class A common stock, subject to possible redemption	$	0.20		$	0.12
Basic and diluted net income per share, Class A common stocks subject to possible redemption	$	0.14		$	0.12		$	—
Basic and diluted weighted average shares outstanding of Class B common stock		6,468,750			5,951,312
Weighted average shares outstanding of Class B common stocks		6,468,750			6,406,937			—
Basic and diluted net income per share, Class B common stock	$	0.20		$	0.12
Basic and diluted net income per share, Class B common stocks	$	0.14		$	0.12		$	—

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

CLASS ACCELERATION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ ~~EQUITY (~~ DEFICIT)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2021~~ 2022

(Unaudited)

															Total
	Class A Common Stock				Class B Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Class A Common Stock				Class B Common Stock				Additional Paid-in			Accumulated			Stockholders’ Equity
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
	Shares		Amount		Shares		Amount		Capital			Deficit			(Deficit)
Balance as of December 31, 2021		—	$	—		6,468,750	$	647	$	—		$	(19,041,780	)	$	(19,041,133	)
Balance as of December 31, 2020		—	$	—		6,468,750	$	647	$	24,353		$	(2,840	)	$	22,160
Net income		—		—		—		—		—			6,334,167			6,334,167
Sale of 7,175,000 Private Placement Warrants on January 20, 2021, net of fair value of warrant liability		—		—		—		—		1,005,256			—			1,005,256
Balance as of March 31, 2022		—	$	—		6,468,750	$	647	$	—		$	(12,707,613	)	$	(12,706,966	)
Net income													3,226,241			3,226,241
Remeasurement of Class A common stock subject to possible redemption (As Restated, See Note 2)		—		—		—		—		(1,029,609	)		(23,684,048	)		(24,713,657	)
Balance as of March 31, 2021 (As Restated, See Note 2)		—	$	—		6,468,750	$	647	$	—		$	(20,460,647	)	$	(20,460,000	)
Net loss		—		—		—		—		—			(4,077,527	)		(4,077,527	)
Balance as of June 30, 2021 (As Restated, See Note 2)		—	$	—		6,468,750	$	647	$	—		$	(24,538,174	)	$	(24,537,527	)
Net income		—		—		—		—		—			4,410,891			4,410,891
Balance as of September 30, 2021		—	$	—		6,468,750	$	647	$	—		$	(20,127,283	)	$	(20,126,636	)

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

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

Balance as of December 31, 2020		—	$	—		6,468,750	$	647	$	24,353		$	(2,840	)	$	22,160
Sale of 7,175,000 Private Placement Warrants on January 20, 2021, net of fair value of warrant liability		—		—		—		—		1,005,256			—			1,005,256
Net income													3,226,241			3,226,241
Remeasurement of Class A common stock subject to possible redemption		—		—		—		—		(1,029,609	)		(23,839,727	)		(24,869,336	)
Balance as of March 31, 2021		—	$	—		6,468,750	$	647	$	—		$	(20,616,326	)	$	(20,615,679	)

~~CLASS~~The ~~ACCELERATION~~accompanying notes are an integral part of ~~CORP~~these unaudited condensed financial statements.

~~CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)~~3

~~FOR~~CLASS ~~THE~~ACCELERATION ~~PERIOD FROM AUGUST 24, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020~~ CORP.

~~(Unaudited)~~CONDENSED STATEMENTS OF CASH FLOWS

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of August 24, 2020 (inception)		—	$	—		—	$	—	$	—	$	—		$	—
Net loss		—		—		—		—		—		(830	)		(830	)
Balance as of September 30, 2020		—	$	—		—	$	—	$	—	$	(830	)	$	(830	)

(UNAUDITED)

	For the three months ended March 31, 2022			For the three months ended March 31, 2021

Cash flows from Operating Activities:
Net income	$	6,334,167		$	3,226,241
Adjustments to reconcile net income to net cash used in operating activities:
Warrant issuance costs		—			615,674
Unrealized gain on change in fair value of warrants		(6,552,696	)		(4,061,294	)
Interest earned on cash and marketable securities held in Trust Account		(20,170	)		(2,981	)
Changes in current assets and liabilities
Prepaid expenses		66,829			(488,371	)
Accounts payable and accrued expenses		(188,186	)		59,797
Due to related party		10,000			(38,012	)
Net cash used in operating activities		(350,056	)		(688,946	)

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

Cash flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriters’ fees		—			253,575,000
Proceeds from issuance of private placement units		—			7,175,000
Proceeds from promissory note to related party		—			20,000
Repayment of promissory note to related party		—			(105,230	)
Payment of offering costs		—			(341,313	)
Net cash provided by financing activities		—			260,323,457

Net change in cash		(350,056	)		884,511
Cash, beginning of the period		421,663			76,602
Cash, end of the period	$	71,607		$	961,113

Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting commissions charged to additional paid in capital	$	—		$	9,056,250
Initial value of Class A common stock subject to possible redemption	$	—		$	258,750,000
Initial classification of warrant liability	$	—		$	16,830,433

~~CLASS~~The accompanying notes are an integral part of ~~ACCELERATION~~these ~~CORP~~unaudited condensed financial statements.

~~CONDENSED STATEMENT OF CASH FLOWS~~4

~~(Unaudited)~~CLASS ACCELERATION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS

	For the nine months Ended September 30, 2021			For the period from August 24, 2020 (inception) through September 30, 2020
Cash flows from Operating Activities:
Net income (loss)	$	3,559,605		$	(830	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Warrant issuance costs		615,674			—
Unrealized gain on change in fair value of warrants		(4,944,520	)		—
Interest earned on cash and marketable securities held in Trust Account		(10,889	)		—
Changes in current assets and liabilities
Deferred offering costs		—			(42,500	)
Prepaid expenses		(360,983	)		—
Accrued expenses		147,782			43,330
Due to related party		(33,973	)		—
Promissory note – related party		—			100
Net cash (used in) provided by operating activities		(1,027,304	)		100
Cash flows from Investing Activities:
Purchase of Investment held in Trust Account		(258,750,000	)		—
Net cash used in investing activities		(258,750,000	)		—
Cash flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriters’ fees		253,575,000			—
Proceeds from private placement		7,175,000			—
Proceeds from promissory note to related party		20,000			—
Repayment of promissory note to related party		(105,230	)
Payment of offering costs		(341,313	)		—
Net cash provided by financing activities		260,323,457			—
Net change in cash		546,153			100
Cash, beginning of the period		76,602			—
Cash, end of the period	$	622,755		$	100
Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting commissions charged to additional paid in capital	$	9,056,250		$	—
Initial value of Class A common stock subject to possible redemption	$	258,750,000		$	—
Initial classification of warrant liability	$	16,830,433		$	—

(UNAUDITED)

~~The accompanying~~Note ~~notes~~1 ~~are~~— anOrganization ~~integral~~and ~~part~~Business ~~of these unaudited condensed financial statements.~~Operations

4Organization and General

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

~~Note 1~~The —Company ~~Organization~~has ~~and~~selected ~~Business~~December ~~Operations~~31 as its fiscal year end.

~~Organization~~As of March 31, 2022, the Company had not commenced any operations. All activity for the period from August 24, 2020 (inception) through March 31, 2022 relates to the Company’s formation and ~~General~~the initial public offering (“IPO”), which is described below, and, since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO and will recognize changes in the fair value of the warrant liability as other income (expense).

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

~~The Company has selected December 31 as its fiscal year end.~~ Financing

~~As of~~The ~~September~~registration ~~30,~~statement ~~2021,~~for the Company’s IPO ~~had~~was ~~not~~declared ~~commenced~~effective ~~any~~on ~~operations.~~January ~~All activity for the period from August 24~~14, ~~2020~~2021. ~~(inception)~~On ~~through September~~January 3020, 2021, ~~relates to~~ the Company’s ~~formation~~consummated ~~and~~ the ~~initial public offering (“~~IPO”) of 25,875,000 units, ~~which is described below~~including 3, ~~and~~375,000 units ~~since~~pursuant to the ~~closing~~exercise of the ~~IPO,~~underwriters’ ~~the~~over-allotment option ~~search~~in ~~for~~full, a(the ~~prospective~~“Units” ~~initial~~and, ~~Business~~with ~~Combination.~~respect ~~The~~to ~~Company~~the ~~will~~shares ~~not~~of ~~generate~~common ~~any~~stock ~~operating revenues~~included ~~until~~in ~~after~~ the ~~completion~~Units ofbeing ~~its~~offered, ~~initial~~the ~~Business Combination~~“Public Shares”), at ~~the earliest~~$10.00 per ~~The~~Unit, ~~Company~~generating ~~will~~gross ~~generate~~proceeds ~~non-operating income in the form~~ of ~~interest~~$258,750,000, ~~income~~which ~~from~~is ~~the~~discussed ~~proceeds derived from the IPO and will recognize changes~~ in ~~the~~Note ~~fair value of warrant liability as other income (expense)~~3.

~~The Company’s~~Simultaneously ~~sponsor~~with isthe ~~Class~~closing ~~Acceleration~~of ~~Sponsor~~the ~~LLC~~IPO, athe Company ~~Delaware~~consummated ~~limited~~the ~~liability~~sale ~~company~~of 7,175,000 Private Placement Warrants (the “~~Sponsor~~Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating total gross proceeds of $7,175,000, which is described in Note 4.

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

~~The registration~~Trust statement for the Company’s IPO was declared effective on January 14, 2021 (the “Effective Date”). On January 20, 2021, the Company consummated the IPO of 25,875,000 units, including 3,375,000 units pursuant to the exercise of the underwriters’ over-allotment option in full, (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $258,750,000, which is discussed in Note 4. Account

~~Simultaneously with~~Following the closing of the IPO on January 20, 2021, $258,750,000 ($10.00 per Unit) from the ~~Company~~net ~~consummated~~proceeds of the sale of ~~7,175,000 Private~~ ~~Placement~~the ~~Warrants~~Units (in the “IPO and the sale of the Private Placement Warrants were placed in a Trust Account, which may only be invested in United States “government securities” within the meaning of Section 2(a)(16) atof the Investment Company Act having a ~~price~~maturity of $1185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.~~00 per~~S. ~~Private~~government ~~Placement~~treasury ~~Warrant~~obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released until the earliest to occur of (a) ~~private~~the ~~placement~~completion of the Company’s initial Business Combination, (b) the redemption of any Public Shares properly tendered in connection with a stockholder vote to amend the ~~Sponsor~~Company’s second amended and restated certificate of incorporation, ~~generating~~and ~~total~~(c) ~~gross~~the redemption of all of the Company’s Public Shares if the Company has not completed the initial Business Combination by January 20, 2023 (the “Combination Period”), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of $7the Company’s creditors,~~175~~ if any,~~000,~~ which iscould ~~described~~have inpriority ~~Note~~over 5the claims of the Company’s public stockholders.

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

~~Trust~~CLASS ACCELERATION CORP. ~~Account~~NOTES TO CONDENSED FINANCIAL STATEMENTS

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

5Initial Business Combination

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

The Company’s ~~Business~~will ~~Combination~~provide ~~must~~its bepublic stockholders with ~~one~~the oropportunity ~~more~~to ~~target~~redeem ~~businesses~~all ~~that~~or ~~together~~a ~~have~~portion aof ~~fair~~their ~~market~~Class ~~value~~A ~~equal~~common tostock atupon ~~least 80%~~ the completion of the ~~balance~~initial Business Combination either (i) in ~~the~~connection ~~Trust~~with ~~Account~~a ~~(net~~stockholder ofmeeting ~~taxes~~called ~~payable)~~to atapprove the ~~time~~Business ofCombination ~~the~~or ~~signing~~(ii) anwithout ~~agreement~~a tostockholder ~~enter~~vote ~~into~~by means of a ~~Business~~tender ~~Combination~~offer. ~~However,~~ The decision as to whether the Company will ~~only~~seek ~~complete~~stockholder approval of a proposed Business Combination ifor ~~the~~conduct a ~~post-Business~~tender ~~Combination~~offer ~~company~~will ~~owns~~be ormade ~~acquires 50%~~by ~~or more~~the ofCompany, ~~the~~solely ~~outstanding~~in ~~voting~~its ~~securities~~discretion. ofThe ~~the~~stockholders ~~target~~will orbe ~~otherwise~~entitled ~~acquires~~to redeem their shares for a ~~controlling~~pro rata ~~interest~~share of the aggregate amount then on deposit in the ~~target~~Trust ~~sufficient~~Account ~~for~~(initially ~~it not~~anticipated to be ~~required~~approximately to$10.00 per ~~register~~public share, asincluding anany ~~investment~~pro ~~company~~rata ~~under~~interest ~~the~~earned ~~Investment~~on ~~Company~~the ~~Act.~~funds ~~There~~held isin nothe ~~assurance~~Trust ~~that~~Account ~~the~~and ~~Company~~not ~~will be~~previously ~~able~~released to ~~successfully~~the ~~effect~~Company ato ~~Business~~pay its ~~Combination~~taxes).

The ~~Company~~ ~~will~~shares ~~provide its public stockholders with the opportunity to redeem all or a portion~~ of ~~their Class A~~ common stock ~~upon~~subject ~~the completion of the initial Business Combination either (i) in connection with a stockholder meeting called~~ to ~~approve the Business Combination or~~redemption ~~(ii)~~are ~~without~~recorded aat ~~stockholder vote by means of~~ a ~~tender~~redemption ~~offer.~~value ~~The~~and ~~decision~~classified as totemporary ~~whether~~equity upon the ~~Company~~completion ~~will seek stockholder approval~~ of a ~~proposed Business Combination or conduct a tender offer will be made by~~ the ~~Company~~IPO, ~~solely~~ in ~~its~~accordance ~~discretion.~~with ~~The~~Accounting ~~stockholders will~~Standards beCodification ~~entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account~~ (~~initially~~“ASC”) ~~anticipated to~~Topic be480 ~~approximately~~“Distinguishing ~~$10.00 per~~Liabilities ~~public~~from ~~share, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes)~~Equity.”

~~The shares~~If ofthe ~~common~~Company ~~stock~~has ~~subject~~not tocompleted ~~redemption~~an ~~are~~initial ~~recorded~~Business Combination atwithin athe ~~redemption~~Combination ~~value~~Period, ~~and~~the ~~classified~~Company aswill ~~temporary~~redeem 100% ~~equity~~of ~~upon~~ the ~~completion of~~Public ~~the~~Shares, ~~IPO~~at a per-share price, payable in ~~accordance~~cash, equal ~~with~~to ~~Accounting~~the ~~Standards~~aggregate ~~Codification~~amount ~~(“ASC”)~~then ~~Topic~~on ~~480~~deposit ~~“Distinguishing~~in ~~Liabilities~~the ~~from Equity.”~~Trust InAccount ~~such~~including ~~case,~~interest earned on the ~~Company~~funds ~~will~~held ~~proceed~~in ~~with~~the aTrust ~~Business~~Account ~~Combination~~and not ifpreviously released to the Company ~~has~~to ~~net~~pay ~~tangible~~its ~~assets~~taxes, ofif atany ~~least~~ (less up to $5100,000~~,001~~ ~~upon such consummation~~ of ainterest ~~Business~~to ~~Combination~~pay ~~and~~dissolution expenses), ifdivided by the ~~Company~~number ~~seeks~~of ~~stockholder~~then ~~approval~~outstanding Public Shares, asubject ~~majority~~to ofapplicable ~~the~~law, ~~issued~~ and ~~outstanding~~then ~~shares~~seek ~~voted~~to ~~are~~dissolve ~~voted~~and ~~in favor of the Business Combination~~liquidate.

IfThe ~~the~~Sponsor, ~~Company~~officers ~~has~~and ~~not~~directors ~~completed~~have ~~an initial Business~~agreed ~~Combination~~to ~~within~~(i) ~~the~~waive ~~Combination~~their ~~Period,~~redemption ~~the~~rights ~~Company~~with ~~will~~respect ~~redeem 100%~~to oftheir ~~the~~founder ~~Public~~shares ~~Shares,~~and atpublic ashares ~~per-share~~in ~~price,~~connection ~~payable~~with inthe ~~cash, equal~~completion toof the ~~aggregate~~initial Business ~~amount~~Combination, ~~then~~(ii) onwaive ~~deposit~~their inredemption ~~the~~rights ~~Trust~~with ~~Account~~respect ~~including~~to ~~interest~~their ~~earned~~founder onshares ~~the~~and ~~funds~~public ~~held~~shares in ~~the~~connection ~~Trust~~with ~~Account~~a ~~and~~stockholder ~~not~~vote ~~previously~~to ~~released~~approve an amendment to the Company’s tosecond ~~pay~~amended ~~its~~and ~~taxes,~~restated ifcertificate ~~any~~of incorporation, and (~~less~~iii) upwaive their rights to ~~$100,000 of~~liquidating ~~interest~~distributions tofrom ~~pay~~the ~~dissolution~~Trust ~~expenses),~~Account ~~divided by~~with ~~the~~respect ~~number~~to oftheir ~~then~~founder ~~outstanding~~shares ~~Public~~if ~~Shares,~~the ~~subject~~Company todoes ~~applicable~~not ~~law,~~complete ~~and~~the ~~then~~initial Business ~~seek~~Combination towithin ~~dissolve~~the ~~and~~Combination ~~liquidate~~Period.

The Company’s Sponsor, ~~officers~~has ~~and~~agreed ~~directors~~that ~~have~~they will ~~agreed~~be liable to the Company if and to the extent any claims by a third party (iother than the Company’s independent public accountants) for ~~waive~~services ~~their~~rendered ~~redemption~~or ~~rights~~products sold to the Company, or by a prospective target business with ~~respect~~which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to ~~their~~below ~~founder~~(i) ~~shares~~$10.00 ~~and~~per ~~public~~Public ~~shares~~Share or (ii) the actual amount per Public Share held in ~~connection~~the ~~with~~Trust Account as of the ~~completion~~date of the ~~initial~~liquidation ~~Business~~of ~~Combination~~the Trust Account, ~~(ii)~~if ~~waive~~less ~~their~~than ~~redemption~~$10.00 ~~rights~~per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes. This liability will not apply with respect to ~~their~~any ~~founder shares~~claims ~~and~~by ~~public~~a ~~shares~~third inparty ~~connection~~who ~~with~~executed a ~~stockholder~~waiver ~~vote~~of any and all rights to ~~approve~~seek access anto ~~amendment~~the Trust Account and except as to any claims under the Company’s ~~second~~indemnity ~~amended~~of ~~and~~the ~~restated certificate~~underwriters of ~~incorporation~~the IPO against certain liabilities, ~~and~~including ~~(iii)~~liabilities ~~waive~~under ~~their~~the ~~rights~~Securities Act. Moreover, in the event that an executed waiver is deemed to ~~liquidating~~be ~~distributions~~unenforceable against ~~from~~a third party, then the ~~Trust~~Sponsor ~~Account~~will ~~with~~not ~~respect~~be responsible to ~~their~~the extent of any liability for such third-party claims. The Company ~~founder~~has ~~shares~~not ifindependently verified whether the ~~Company~~Sponsor ~~does~~has ~~not~~sufficient ~~complete~~funds to satisfy its indemnity obligations and believe that the ~~initial~~Sponsor’s only ~~Business~~assets ~~Combination~~are ~~within~~securities of the ~~Combination~~Company. ~~Period~~None of the Company’s officers will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

The Company’s Sponsor has agreed that they will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent public accountants) for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. None of the Company’s officers will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.6

6CLASS ACCELERATION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS

~~Going Concern Consideration~~(UNAUDITED)

AsGoing ofConcern ~~September 30, 2021, the Company had approximately $0.6 million in its operating bank account, and working capital of approximately $0.7 million.~~Consideration

As of ~~September~~March 3031, ~~2021~~2022, the Company ~~has~~had ~~neither~~$71,607 ~~engaged~~ in any operations nor generated any revenues to date. The Company’s only activities since inception have been organizational activities and those necessary to prepare for the Company’s IPO. Following the IPO, the Company will not generate any operating revenues until after completion of its ~~initial business combination. The Company has generated non-~~operating ~~income~~bank ~~in the form of interest income earned on the trust~~ account ~~balance~~and inworking ~~the~~capital ~~amount~~ of $1057,~~889 which cannot used for working capital~~048.

~~The~~As of March 31, 2022, the Company ~~expects~~has neither engaged in any operations nor generated any revenues to ~~incur~~date. ~~increased~~The ~~expenses~~ Company’s only activities since ~~becoming~~inception ahave ~~public~~been ~~company~~organizational activities (and those necessary to prepare for ~~legal,~~the ~~financial~~Company’s ~~reporting~~IPO. Following the IPO, ~~accounting~~the ~~and~~Company ~~auditing~~will ~~compliance),~~not asgenerate ~~well~~any asoperating revenues ~~expenses~~until asafter itcompletion ~~conducts~~of its initial Business Combination. The Company has generated non-operating income in the form of interest ~~due~~income ~~diligence~~earned on ~~prospective~~the ~~business~~trust ~~combination~~account ~~candidates~~balance in the amount of $20,170 which cannot be used for working capital.

The Company’s ~~Sponsor,~~has orincurred anincreased ~~affiliate of~~expenses ~~the~~since ~~Sponsor,~~becoming ora ~~certain~~public ofcompany ~~the~~(for ~~Company’s~~legal, ~~officers~~financial ~~and directors may~~reporting, ~~but~~accounting ~~are~~and ~~not~~auditing ~~obligated to~~compliance), ~~loan~~as ~~the~~well ~~Company~~as ~~funds~~expenses as ~~may~~it beconducts ~~required~~due ~~(see~~diligence ~~Note~~on 6) prospective Business Combination candidates.

~~Based~~The ~~upon~~Company’s ~~the~~Sponsor, ~~above~~or ~~analysis,~~an ~~management~~affiliate ~~determined~~of ~~that~~the ~~these~~Sponsor, ~~conditions~~or ~~raise~~certain ~~substantial~~of ~~doubt about~~ the Company’s ~~ability~~officers toand ~~continue~~directors asmay, abut ~~going~~are ~~concern~~not ~~within~~obligated ~~one~~to, ~~year~~loan ~~after~~ the ~~date~~ ~~the~~Company ~~financial~~funds ~~statements~~as ~~are~~may ~~issued~~be required (see Note 5).

~~Note 2~~In —connection ~~Restatement~~with the Company’s assessment of ~~Previously~~going ~~Issued~~concern considerations in accordance with Financial ~~Statements~~Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until January 20, 2023 to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. If a Business Combination is not consummated by January 20, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 20, 2023. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by January 20, 2023.

InBased ~~connection~~upon ~~with~~ the ~~preparation~~ ofabove ~~the Company’s financial statements as of September 30~~analysis, ~~2021,~~ management determined ~~it should restate its previously~~ reported financial statements. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per common stock while also taking into consideration its charter’s requirement that athese ~~redemption cannot~~conditions ~~result~~raise insubstantial ~~net~~doubt ~~tangible~~about ~~assets being less than $5,000,001. Upon review of its financial statements for~~ the ~~period ended September 30, 2021, the~~ Company ~~reevaluated the classification of the Class A common stock and determined that the Class A common stock issued during the IPO and pursuant to the exercise of the underwriters~~’ ~~over-allotment option can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’~~s ~~control~~ability ~~under ASC 480-10-S99. Therefore, management concluded that the carrying value should include all Class A common stock subject~~ to ~~possible~~continue ~~redemption, resulting in the Class A common stock subject to possible redemption being classified~~ as ~~temporary equity in its entirety. As~~ a ~~result,~~going ~~management~~concern ~~has~~within ~~noted~~one ayear ~~reclassification~~after ~~adjustment related to temporary equity and permanent equity. This resulted in an adjustment to~~ the ~~initial carrying value of the Class A common stock~~ ~~subject~~date ~~to possible redemption with~~ the ~~offset~~financial ~~recorded~~statements toare ~~additional paid-in capital (to the extent available) and retained earnings (accumulated deficit)~~issued.

~~In connection~~Risks ~~with the change in presentation for the common stock subject to redemption, the Company also revised its earnings per share calculation to allocate net income (loss) evenly to Class A~~ and ~~Class B common stock. This presentation shows both classes of common stock share pro rata in the income (loss) of the Company.~~Uncertainties

InManagement ~~accordance~~continues ~~with~~to ~~SEC Staff~~evaluate ~~Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering~~ the ~~Effects of~~impact ~~Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;”~~ of the ~~Company~~COVID-19 ~~evaluated~~pandemic ~~the changes~~ and has ~~determined~~concluded that ~~the~~while ~~related~~it ~~impact~~is ~~was~~reasonably ~~material~~possible tothat ~~its~~the ~~previously~~virus ~~presented~~could ~~financial~~have ~~statements.~~a ~~Therefore,~~negative ~~the~~effect ~~Company,~~on inthe ~~consultation~~Company’s ~~with~~financial ~~its Audit Committee~~position, ~~concluded~~results ~~that~~of its ~~previously issued financial statements as of January 20~~operations, ~~2021,~~cash ~~March~~flows ~~31, 2021~~ and/or ~~June~~search ~~30, 2021 and~~ for ~~three~~a ~~months~~target ~~ended March 31~~company, ~~2021~~the ~~and~~specific ~~three~~impact ~~months~~is ~~and~~not ~~six~~readily ~~months~~determinable as ~~June~~of ~~30,~~the ~~2021~~date ~~should~~of bethe ~~restated~~financial tostatements. ~~present~~The ~~all~~financial ~~Class~~statements ~~A common~~do ~~stock~~not ~~subject~~include toany ~~possible~~adjustments ~~redemption~~that asmight ~~temporary~~result ~~equity and to recognize accretion~~ from the ~~initial book value to redemption value~~outcome ~~at the time~~ of ~~its IPO and the over-allotment. The Company is reporting the restatements to those periods in~~ this ~~Quarterly Report~~uncertainty.

7In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements and the specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements.

~~The impact of the restatement on the Company’s financial statements is reflected in the following table:~~7

Balance Sheet as of January 20, 2021	As Reported			Adjustment			As Restated
Common Stock subject to possible redemption ($)	$	229,446,800		$	29,303,200		$	258,750,000
Common stocks Class A, $0.0001 par value		293			(293	)		—
Additional Paid in Capital		5,618,859			(5,618,859	)		—
Accumulated Deficit		(619,792	)		(23,684,047	)		(24,303,839	)
Total Stockholders’ Equity (Deficit)	$	5,000,007		$	(29,303,200	)	$	(24,303,192	)
Number of shares subject to possible redemption		22,944,680			2,930,320			25,875,000
Number of shares of Class A common stock not subject to possible redemption		2,930,320			(2,930,320	)		—

CLASS ACCELERATION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS

Condensed Balance Sheet as of March 31, 2021	As Reported		Adjustment			As Restated
Common Stock subject to possible redemption ($)	$	233,289,990	$	25,460,010		$	258,750,000
Common stocks Class A, $0.0001 par value		255		(255	)		—
Additional Paid in Capital		1,775,706		(1,775,706	)		—
Retained Earnings (Accumulated Deficit)		3,223,401		(23,684,049	)		(20,460,648	)
Total Stockholders’ Equity (Deficit)	$	5,000,009	$	(25,460,010	)	$	(20,460,001	)
Number of shares subject to possible redemption		23,328,999		2,546,001			25,875,000
Number of shares of Class A common stock not subject to possible redemption		2,546,001		(2,546,001	)		—

(UNAUDITED)

Condensed Statement of Operations for the three months ended March 31, 2021	As Reported		Adjustment			As Restated
Basic and diluted weighted average shares outstanding, common stock subject to redemption		17,845,862		2,279,138			20,125,000
Basic and diluted weighted average shares outstanding, common stock not subject to redemption		8,560,388		(2,609,076	)		5,951,312
EPS - Redeemable Shares	$	0.00	$	0.12		$	0.12
EPS - Non-Redeemable Shares	$	0.38	$	(0.26	)	$	0.12

Note 2 — Significant Accounting Policies

Condensed Statement of Changes in Stockholders’ (Deficit) Equity for the three months ended March 31, 2021	As Reported			Restatement			As Restated
Sale of 25,875,000 Units, net of underwriting discount, offering expenses, and warrant liability	$	23,504,158		$	(23,504,158	)	$	-
Reclassification of Class A common stock subject to possible redemption	$	(233,289,990	)	$	233,289,990		$	-
Sale of 7,175,000 Private Placement Warrants on January 20, 2021, net of fair value of warrants	$	-		$	1,005,256		$	1,005,256
Remeasurement of Class A common stock subject to possible redemption	$	-		$	(24,713,657	)	$	(24,713,657	)

Basis of Presentation

8The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). The interim financial information and certain information or footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by US GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022.

Condensed Statement of Cash Flows for the three months ended March 31, 2021	As Reported		Adjustment			As Restated
Initial value of shares subject to possible redemption	$	229,446,800	$	29,303,200		$	258,750,000
Change in value of shares subject to possible redemption	$	3,843,190	$	(3,843,190	)	$	-

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on March 21, 2022.

Condensed Balance Sheet as of June 30, 2021	As Reported			Adjustment			As Restated
Common Stock subject to possible redemption ($)	$	229,212,470		$	29,537,530		$	258,750,000
Common stocks Class A, $0.0001 par value		296			(296	)		—
Additional Paid in Capital		5,853,185			(5,853,185	)		—
Accumulated Deficit		(854,126	)		(23,684,049	)		(24,538,175	)
Total Stockholders’ Equity (Deficit)	$	5,000,002		$	(29,537,530	)	$	(24,537,528	)
Number of shares subject to possible redemption		22,921,247			2,953,753			25,875,000
Number of shares of Class A common stock not subject to possible redemption		2,953,753			(2,953,753	)		—

Emerging Growth Company

Condensed Statement of Operations for the three and six months ended June 30, 2021	As Reported			Adjustment			As Restated
Three months ended June 30, 2021
Basic and diluted weighted average shares outstanding, common stock subject to redemption		23,328,999			5,421,001			25,875,000
Basic and diluted weighted average shares outstanding, common stock not subject to redemption		9,014,751			(2,546,001	)		6,468,750
EPS - Redeemable Shares	$	0.00		$	(0.12	)	$	(0.12	)
EPS - Non-Redeemable Shares	$	(0.45	)	$	0.33		$	(0.12	)
Six months ended June 30, 2021
Basic and diluted weighted average shares outstanding, common stock subject to redemption		20,602,577			2,413,307			23,015,884
Basic and diluted weighted average shares outstanding, common stock not subject to redemption		8,788,825			(2,413,307	)		6,375,518
EPS - Redeemable Shares	$	0.00		$	(0.03	)	$	(0.03	)
EPS - Non-Redeemable Shares	$	(0.10	)	$	0.07		$	(0.03	)

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

Condensed Statement of Changes in Stockholders’ Equity for the three months ended June 30, 2021		As Reported				Adjustment				As Restated
Remeasurement of Class A common stock subject to possible redemption			4,077,479				(4,077,479	)			-

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

Condensed Statement of Cash Flows for the six months ended June 30, 2021	As Reported			Adjustment		As Restated
Initial value of shares subject to possible redemption	$	229,446,800		$	29,303,200	$	258,750,000
Change in value of shares subject to possible redemption	$	(234,330	)	$	234,330	$	-

9CLASS ACCELERATION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS

~~Note 3 — Significant Accounting Policies~~(UNAUDITED)

~~Basis~~ Use of ~~Presentation~~Estimates

The ~~accompanying~~ ~~unaudited~~preparation ~~condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States~~ of ~~America~~these ~~(“US~~unaudited ~~GAAP”)~~condensed ~~for interim~~ financial ~~information and certain information or footnote~~ ~~disclosures normally included in financial~~ statements ~~prepared~~ in ~~accordance~~conformity with US GAAP ~~have~~requires ~~been~~management ~~condensed or omitted, pursuant~~ to ~~the~~ ~~rules~~make estimates and ~~regulations~~assumptions ofthat ~~the~~affect ~~SEC for interim financial reporting in accordance with~~ the ~~instructions~~reported toamounts ~~Form~~of ~~10-Q~~ assets and ~~Article~~liabilities ~~10 of~~and ~~Regulation~~disclosure ~~S-X~~ of ~~the~~contingent ~~SEC.~~assets ~~Accordingly, they do not include all of the information~~ and ~~footnotes~~liabilities ~~required~~at ~~by US GAAP. In~~ the ~~opinion~~ date of ~~management,~~ the unaudited condensed financial statements ~~reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented~~. ~~Operating results for the period for the three~~Actual ~~and nine months ended September 30, 2021 are not necessarily indicative of the~~ results ~~that~~could ~~may~~differ befrom ~~expected~~those ~~through December 31, 2021~~estimates.

~~The~~Cash ~~accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements~~ and ~~notes~~Cash thereto included in the Form 8-K, the final prospectus, and the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on January 20, 2021, January 26, 2021, and April 15, 2021, respectively.Equivalents

~~Emerging~~The Company considers all short-term investments ~~Growth~~with an original maturity of three months or less when purchased to be cash equivalents. The Company had $71,607 and $421,663 in cash, and no cash equivalents as of March 31, 2022 and December 31, 2021, respectively.

~~The Company~~Marketable ~~is an “emerging growth company,” as defined in Section 2(a) of the~~ Securities ~~Act~~Held of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in ~~its~~Trust 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.Account

~~Further, Section~~At ~~102(b)(1)~~March of31, ~~the~~2022 ~~JOBS~~and ~~Act~~December ~~exempts~~31, ~~emerging~~2021, ~~growth~~the ~~companies from being required to comply with new or revised financial accounting~~assets ~~standards~~held ~~until~~in ~~private~~the ~~companies~~Trust ~~(that~~Account ~~is,~~were ~~those~~held ~~that~~in ~~have~~treasury ~~not~~funds. ~~had~~All aof ~~Securities~~the ~~Act~~Company’s ~~registration~~marketable ~~statement declared effective or do not have a class of~~ securities ~~registered~~held ~~under~~in the ~~Exchange~~Trust ~~Act)~~Account are ~~required~~classified as totrading ~~comply with the new or revised financial accounting standards~~securities. ~~The~~Trading ~~JOBS~~securities ~~Act~~are ~~provides~~presented ~~that~~on ~~a company can elect to opt out of~~ the ~~extended~~balance ~~transition~~sheet ~~period~~at ~~and~~fair ~~comply~~value ~~with~~at the ~~requirements that~~end ~~apply~~of toeach ~~non-emerging~~reporting ~~growth companies but any such election to opt out is irrevocable~~period. ~~The Company has elected not to opt out of~~ ~~such~~Gains ~~extended transition period which means that when a standard is issued or revised~~ and itlosses ~~has~~resulting ~~different~~from ~~application~~the ~~dates~~change ~~for~~in ~~public or~~fair ~~private~~value ~~companies,~~of ~~the~~marketable ~~Company,~~securities asheld anin ~~emerging~~Trust ~~growth~~Account ~~company,~~are ~~can~~included ~~adopt~~in ~~the~~interest ~~new~~income orin ~~revised standard at~~ the ~~time private companies~~accompanying ~~adopt~~condensed ~~the~~statements ~~new~~of ~~or revised standard~~operations. ~~This~~The ~~may~~estimated ~~make~~fair ~~comparison~~values of ~~the~~marketable ~~Company’s~~securities ~~financial~~held ~~statements~~in ~~with~~Trust ~~another~~Account ~~public~~are ~~company~~determined ~~which is neither an emerging growth company nor an emerging growth company which has opted out of~~ using ~~the~~available ~~extended transition period difficult~~market ~~or impossible because of the potential differences in accounting standards used~~information.

10The carrying value and fair value of marketable securities held in Trust Account on March 31, 2022 and December 31, 2021 are as follows:

Use of Estimates

		Carrying Value				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value as of March 31, 2022
Marketable securities held in Trust Account		$	258,785,572			$	-			$	-			$	258,785,572

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

Carrying

Value

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Fair Value

as of

December 31,

2021

Marketable securities held in Trust Account

258,765,402

~~Cash and~~Fair ~~Cash~~Value ~~Equivalents~~Measurements

The Company ~~considers~~applies ~~all~~ASC ~~short-term~~Topic ~~investments~~820, ~~with~~“Fair Value anMeasurement” ~~original~~(“ASC ~~maturity~~820”), which establishes a framework for measuring fair value and clarifies the definition of ~~three~~fair ~~months~~value orwithin ~~less~~that ~~when~~framework. ~~purchased~~ASC to820 defines fair value as an exit price that would be ~~cash~~received ~~equivalents.~~for ~~The~~sale ~~Company~~of ~~had~~an ~~$622,755~~asset ~~and~~or ~~$76~~paid for transfer of a liability,~~602~~ in ~~cash,~~an ~~and~~orderly notransaction ~~cash~~between ~~equivalents~~market asparticipants at the measurement date.US GAAP establishes a three-tier offair ~~September~~value 30hierarchy, ~~2021~~which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and ~~December~~the ~~31,~~lowest ~~2020,~~priority ~~respectively~~to unobservable inputs (Level 3 measurements). These tiers include:

~~Marketable Securities~~● ~~Held~~Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in ~~Trust~~active ~~Account~~markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~At September~~In ~~30,~~some ~~2021~~circumstances, the ~~assets~~inputs ~~held~~used into ~~the~~measure fair ~~Trust~~value ~~Account~~might ~~were~~be ~~held~~categorized inwithin ~~treasury~~different ~~funds.~~levels ~~All~~ of the ~~Company’s~~fair ~~investments~~value ~~held in the Trust Account are classified as trading securities~~hierarchy. ~~Trading~~In ~~securities~~those ~~are~~instances, ~~presented on~~ the ~~balance sheet at~~ fair value atmeasurement ~~the end~~is ofcategorized ~~each~~in ~~reporting~~its ~~period.~~entirety ~~Gains~~in ~~and losses resulting from~~ the ~~change in~~ fair value ofhierarchy ~~investments~~based ~~held~~on inthe ~~Trust~~lowest ~~Account~~level ~~are~~input ~~included in~~that ~~interest~~is ~~income~~significant into the ~~accompanying condensed statement of operations. The estimated~~ fair ~~values~~value ~~of investments held in Trust Account are determined using available market information~~measurement.

~~The carrying~~See ~~value~~Note ~~and~~6 ~~fair~~for ~~value~~additional ofinformation ~~marketable securities held in Trust Account~~ on ~~September~~assets and ~~30,~~liabilities ~~2021~~measured ~~are~~at asfair ~~follows:~~value.

	Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value as of September 30, 2021
Marketable securities held in Trust Account	$	258,760,889	$	-	$	-	$	258,760,889
	$	258,760,889	$	-	$	-	$	258,760,889

~~Fair~~CLASS ACCELERATION CORP. ~~Value~~NOTES ~~Measurements~~TO CONDENSED FINANCIAL STATEMENTS

The fair 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 sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (~~Level 1 measurements~~UNAUDITED) ~~and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:~~

●Concentration ~~Level~~of 1,Credit defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.Risk

~~In some~~Financial ~~circumstances,~~instruments ~~the~~that ~~inputs~~potentially subject ~~used~~the Company to ~~measure~~concentrations ~~fair~~of ~~value~~credit ~~might~~risk beconsist ~~categorized~~of ~~within~~a ~~different~~cash ~~levels~~account ofin ~~the~~a ~~fair~~financial ~~value~~institution, ~~hierarchy.~~which, ~~In those~~at ~~instances~~times, may exceed the ~~fair~~Federal ~~value~~Deposit ~~measurement~~Insurance isCorporation ~~categorized~~coverage inof ~~its~~$250,000. ~~entirety~~At inMarch ~~the~~31, ~~fair~~2022 ~~value~~and ~~hierarchy~~December ~~based~~31, on2021, the ~~lowest~~Company ~~level~~has ~~input~~not ~~that~~experienced losses on this account and management believes the Company is ~~significant~~not exposed to ~~the~~significant ~~fair~~risks ~~value~~on ~~measurement~~such account.

11Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock ~~fair~~subject ~~value~~to ofpossible redemption in accordance with the ~~Company’s~~guidance ~~certain~~in ~~assets~~Accounting ~~and~~Standards ~~liabilities,~~Codification ~~which~~(“ASC”) ~~qualify~~Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as ~~financial~~a ~~instruments~~liability ~~under~~instrument and ~~ASC~~is ~~820,~~measured ~~“Fair~~at ~~Value~~fair value. Conditionally redeemable Class A common stock (including common stock that feature redemption rights that ~~Measurements~~are ~~and~~either ~~Disclosures,”~~within ~~approximates~~the control of the ~~carrying~~holder ~~amounts~~or ~~represented~~subject into redemption upon the ~~balance~~occurrence ~~sheet.~~of ~~The~~uncertain ~~fair~~events ~~values~~not ofsolely ~~cash~~within ~~and~~the Company’s ~~cash~~control) ~~equivalents,~~is ~~prepaid~~classified ~~expenses,~~as ~~accounts~~temporary ~~payable~~equity. ~~and~~At ~~accrued~~all ~~expenses~~other times, ~~and~~Class ~~due~~A tocommon ~~related~~stock ~~party~~is ~~are~~classified ~~estimated~~as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that is considered to ~~approximate~~be outside of the Company’s control ~~carrying~~and ~~values~~subject asto the occurrence of ~~September~~uncertain 30future events. Accordingly, ~~2021~~Class ~~due~~A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the ~~short~~stockholders’ ~~maturities~~equity section of ~~such~~the ~~instruments~~Company’s balance sheets.

The ~~fair~~ ~~value~~Company ofrecognizes ~~the~~changes ~~Private~~in ~~Placement~~redemption ~~Warrants is based on a Monte Carlo valuation model utilizing management judgment and pricing inputs~~value ~~from~~immediately ~~observable~~as ~~and~~they ~~unobservable~~occur ~~markets with less volume~~ and ~~transaction~~adjusts ~~frequency~~the ~~than~~carrying ~~active~~value ~~markets.~~of ~~Significant~~redeemable ~~deviations~~common ~~from these~~stock ~~estimates~~to ~~and~~equal ~~inputs~~the ~~could~~redemption ~~result~~value inat athe ~~material~~end ~~change~~of ineach ~~fair value~~reporting period. ~~The~~Increases ~~fair~~or ~~value~~decreases ofin the ~~Private~~carrying ~~Placement~~amount ~~Warrants~~of isredeemable ~~classified as~~common ~~Level~~stock 3.are ~~See~~affected ~~Note~~by 7charges ~~for~~against additional ~~information~~paid onin ~~assets~~ capital and ~~liabilities~~accumulated ~~measured at fair value~~deficit.

~~Concentration~~ Net Income Per Share of ~~Credit~~Common ~~Risk~~Stock

~~Financial instruments~~The ~~that~~Company ~~potentially~~has ~~subject~~two ~~the~~classes ~~Company~~of shares, which are referred to ~~concentrations~~as Class A common stock and Class B common stock. Earnings are shared pro rata between the two classes of ~~credit~~shares. Public ~~risk~~and ~~consist~~private warrants to purchase 20,112,500 shares of acommon ~~cash~~stock ~~account~~at in$11.50 per ashare ~~financial~~were ~~institution~~issued on January 20, ~~which~~2021. At March 31, at2022, no warrants ~~times~~have been exercised. The 20,112,500 potential ~~may~~common ~~exceed~~shares for outstanding warrants to purchase the ~~Federal~~Company’s ~~Depository~~stock ~~Insurance~~were ~~Coverage~~excluded offrom ~~$250,000.~~diluted Atearnings ~~September~~per ~~30,~~share ~~2021~~for ~~and~~the ~~December~~three months ended March 31, 2022 ~~2020~~and 2021 because the warrants are contingently exercisable, and the ~~Company has~~contingencies have not ~~experienced~~yet ~~losses~~been onmet. ~~this~~As ~~account~~a ~~and~~result, ~~management~~diluted net ~~believes~~income ~~the~~per ~~Company~~common share is ~~not~~the ~~exposed~~same toas ~~significant~~basic ~~risks~~net onincome ~~such~~per ~~account~~common share for the period.

~~Class A Common Stock Subject to Possible Redemption~~10

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

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

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

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 20,112,500 shares of common stock at $11.50 per share were issued on January 20, 2021. At September 30, 2021, no warrants have been exercised. The 20,112,500 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period.

	For the three months ended March 31, 2022				For the three months ended March 31, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	5,067,334	$	1,266,833	$	2,489,926	$	736,315

Denominator:
Basic and diluted weighted-average shares outstanding		25,875,000		6,468,750		20,125,000		5,951,312

Basic and diluted net income per share	$	0.20	$	0.20	$	0.12	$	0.12

12Offering Costs associated with the Initial Public Offering

The ~~table~~ ~~below~~Company ~~presents~~complies awith ~~reconciliation~~the ofrequirements of the ~~numerator~~ASC 340-10-S99 and ~~denominator~~SEC ~~used~~Staff toAccounting ~~compute~~Bulletin ~~basic~~(“SAB”) ~~and~~Topic ~~diluted~~5A ~~net~~- ~~income~~“Expenses ~~per~~of ~~share~~Offering”. ~~for~~Offering ~~each~~costs ~~class~~consist principally of ~~common~~underwriting ~~stock:~~fees and professional and registration fees incurred through the balance sheet date.

	For the three months ended September 30, 2021				For the nine months ended September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	3,528,713	$	882,178	$	2,809,065	$	750,540
Denominator:
Weighted-average shares outstanding		25,875,000		6,468,750		23,979,396		6,406,937
Basic and diluted net income per share	$	0.14	$	0.14	$	0.12	$	0.12

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

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

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

~~FASB ASC~~The ~~470-20,~~Company ~~Debt~~evaluates ~~with~~its ~~Conversion~~financial ~~and~~instruments to ~~Other~~determine ~~Options~~if ~~addresses~~such ~~the~~instruments ~~allocation~~are ofderivatives ~~proceeds~~or ~~from~~contain ~~the~~features ~~issuance~~that ofqualify ~~convertible~~as ~~debt~~embedded ~~into~~derivatives ~~its~~in accordance with ASC Topic ~~equity~~815, “Derivatives and ~~debt components~~Hedging”. ~~The~~Derivative ~~Company~~instruments ~~applies~~are ~~this~~recorded ~~guidance~~at tofair ~~allocate~~value ~~IPO~~on ~~proceeds~~the ~~from~~grant date and re-valued at each reporting date, with changes in the ~~Units~~fair ~~between~~value ~~Class~~reported Ain ~~common~~the ~~stock~~statements of operations. Derivative assets and ~~warrants,~~ ~~using~~liabilities are classified on the ~~residual~~balance ~~method~~sheet byas ~~allocating~~current ~~IPO~~or ~~proceeds~~non-current ~~first~~based toon ~~fair~~whether ~~value~~or not net-cash settlement or conversion of the ~~warrants~~instrument ~~and~~could ~~then~~be ~~the~~required within ~~Class~~12 Amonths ~~common~~of ~~stock~~the balance sheet date.

The Company ~~incurred~~accounted ~~offering costs amounting to $14~~for the 20,~~668~~112,~~643~~500 ~~as a~~warrants ~~result~~issued ofin connection with the IPO ~~consisting~~and ofPrivate aPlacement ~~$5,175,000~~in accordance with the guidance contained in FASB ASC ~~underwriting~~815-40. Such ~~discount~~guidance provides that, $9because the warrants do not meet the criteria for equity treatment thereunder,~~056,250 of~~ ~~deferred~~each ~~underwriting~~warrant ~~discount~~must be recorded as a liability. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and ~~$437,393 of~~adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at ~~other~~each ~~offering~~balance ~~costs~~sheet date until exercised. The ~~Company~~fair ~~recorded~~value ~~$14,052,969~~ of ~~offering~~the ~~costs~~Public asWarrants aand ~~reduction~~the ofPrivate ~~temporary~~Placement ~~equity~~Warrants inis ~~connection~~estimated ~~with~~using a Monte Carlo simulation. In March 2021, the Public Warrants were transferred from a level 3 security to a level 1 security due to ~~Class~~the Aability ~~common~~to ~~stock~~utilize ~~included~~the inobservable market to estimate the ~~Units~~fair value. ~~The~~Derivative ~~Company~~warrant ~~immediately~~liabilities ~~expensed~~are ~~$615,674 of~~classified ~~offering~~as non-current ~~costs~~liabilities inas ~~connection~~their ~~with~~liquidation is not reasonably expected to require the ~~Warrants~~ ~~that~~use ~~were~~of ~~classified~~current asassets or require the creation of current liabilities.

~~Derivative Financial~~Income ~~Instruments~~Taxes

The Company ~~evaluates~~accounts ~~its~~for ~~financial~~income ~~instruments~~taxes tounder ~~determine~~ASC 740 ifIncome ~~such~~Taxes ~~instruments~~(“ASC ~~are~~740”). ~~derivatives~~ASC or740 ~~contain~~requires ~~features~~the ~~that~~recognition ~~qualify~~of asdeferred ~~embedded derivatives~~tax inassets ~~accordance with ASC Topic 815, “Derivatives~~ and ~~Hedging”.~~liabilities ~~Derivative~~for ~~instruments~~both ~~are~~the ~~recorded~~expected impact atof ~~fair~~differences ~~value on~~between the ~~grant~~financial ~~date~~statement and ~~re-valued~~tax atbasis ~~each~~of ~~reporting~~assets ~~date,~~and ~~with~~liabilities ~~changes~~and infor the ~~fair~~expected ~~value~~future ~~reported~~tax inbenefit to ~~the~~be ~~statements~~derived offrom ~~operations.~~tax ~~Derivative assets~~loss and ~~liabilities~~tax ~~are~~credit ~~classified~~carry onforwards. ~~the~~ASC ~~balance~~740 ~~sheet~~additionally asrequires ~~current~~a orvaluation ~~non-current~~allowance ~~based~~to onbe ~~whether~~established orwhen it ~~not~~is ~~net-cash~~more ~~settlement~~likely orthan ~~conversion of~~not ~~the~~that ~~instrument~~all ~~could~~or bea ~~required~~portion ~~within~~of 12deferred ~~months~~tax ofassets ~~the~~will ~~balance~~not ~~sheet~~be ~~date~~realized.

~~The~~ASC ~~Company~~740 ~~accounted~~also ~~for the 20,112,500 warrants~~clarifies ~~issued in connection with~~ the ~~IPO~~accounting ~~and~~for ~~Private Placement~~ uncertainty in ~~accordance~~income ~~with~~taxes ~~the~~recognized ~~guidance contained~~ in ~~FASB~~an ~~ASC 815-40. Such~~enterprise’s ~~guidance~~financial ~~provides~~statements ~~that,~~and ~~because~~prescribes ~~the~~a ~~warrants~~recognition dothreshold ~~not~~and ~~meet~~measurement ~~the criteria~~ process for ~~equity~~financial ~~treatment thereunder,~~statement ~~each~~recognition ~~warrant~~and ~~must~~measurement beof ~~recorded as~~ a ~~liability.~~tax ~~Accordingly,~~position ~~the~~taken ~~Company~~or ~~recognizes~~expected ~~the warrant instruments as liabilities at fair value and adjust the instruments~~ to ~~fair~~be ~~value~~taken atin ~~each~~a ~~reporting~~tax ~~period~~return. ~~The~~For ~~liabilities~~those ~~are subject~~ benefits to ~~re-measurement~~be ~~at each~~recognized, ~~balance~~a ~~sheet~~tax ~~date~~position ~~until~~must ~~exercised.~~be ~~The~~more-likely-than-not ~~fair~~to ~~value~~be ofsustained ~~the~~upon ~~Public~~examination ~~Warrants~~by ~~and~~taxing ~~the Private Placement Warrants is estimated using a Monte Carlo simulation~~authorities. ~~Derivative~~ASC ~~warrant~~740 ~~liabilities~~also ~~are classified as non-current liabilities as their liquidation is not~~provides ~~reasonably~~guidance ~~expected~~on toderecognition, ~~require~~classification, ~~the~~interest ~~use~~and ofpenalties, ~~current~~accounting ~~assets~~in orinterim ~~require~~period, ~~the~~disclosure ~~creation~~and ~~of current liabilities~~transition.

~~Income Taxes~~11

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

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

13The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company ~~recognizes~~has ~~accrued~~identified ~~interest~~the ~~and~~United ~~penalties~~States ~~related to unrecognized tax benefits~~ as its ~~income~~only ~~tax~~“major” ~~expense. There were no unrecognized~~ tax ~~benefits and no amounts accrued for interest and penalties as of September 30, 2021~~jurisdiction. ~~The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.~~

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

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

~~Risks~~ ASU 2020-06 is effective January 1, 2024 and ~~Uncertainties~~should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company's financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

~~Management continues~~Note to3 ~~evaluate~~— ~~the~~Initial ~~impact~~Public of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.Offering

~~Recent~~Pursuant to the IPO on January 20, 2021, the ~~Accounting~~Company ~~Pronouncements~~sold 25,875,000 Units, including 3,375,000 Units pursuant to the exercise of the underwriters’ over-allotment option in full, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half warrant to purchase one share of Class A common stock (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each Public Warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

~~In August~~Following ~~2020,~~ the ~~Financial~~closing ~~Accounting~~of ~~Standards~~the ~~Board~~IPO ~~(“FASB”)~~on ~~issued~~January ~~Accounting Standards Update (“ASU”) 2020-06~~20, ~~Debt~~2021, ~~— Debt with Conversion and Other Options~~ $258,750,000 (~~Subtopic~~$10.00 per ~~470-20~~Unit) ~~and~~from ~~Derivatives~~the ~~and~~net ~~Hedging~~proceeds —of ~~Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates~~ the ~~current~~sale ~~models that require separation~~ of ~~beneficial~~the ~~conversion~~Units ~~and~~in ~~cash~~the ~~conversion~~IPO ~~features from convertible instruments~~ and ~~simplifies~~ the ~~derivative~~sale ~~scope exception guidance pertaining to equity classification~~ of ~~contracts~~the inPrivate ~~an entity’s own equity. The new standard~~Placement ~~also~~Warrants ~~introduces~~was ~~additional~~placed ~~disclosures~~in ~~for~~a ~~convertible~~Trust ~~debt~~Account, ~~and~~which ~~freestanding~~may ~~instruments~~only ~~that~~be ~~are~~invested ~~indexed to and settled~~ in anUnited ~~entity’s own~~States ~~equity.~~“government ~~ASU~~securities” ~~2020-06~~within ~~amends~~ the ~~diluted earnings per share guidance, including the requirement to use the if-converted method for~~meaning ~~all~~of ~~convertible~~Section ~~instruments.~~2(a)(16) ~~ASU~~of ~~2020-06 is effective January 1, 2024 for~~ the Investment Company ~~and~~Act ~~should~~having bea ~~applied~~maturity onof a185 ~~full~~days or ~~modified~~less ~~retrospective basis,~~or ~~with~~in ~~early~~money ~~adoption~~market ~~permitted~~funds ~~beginning~~meeting oncertain ~~January~~conditions under 1,Rule ~~2021.~~2a-7 ~~The~~promulgated ~~Company~~under ~~is currently assessing~~ the ~~impact,~~Investment ifCompany ~~any,~~Act ~~that~~which ~~ASU~~invest ~~2020-06 would~~only ~~have~~in ondirect ~~its~~U.S. ~~financial~~government ~~position,~~treasury ~~results of operations or cash flows~~obligations.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. 12

~~Note~~CLASS ACCELERATION CORP. 4NOTES —TO ~~Initial~~CONDENSED ~~Public~~FINANCIAL ~~Offering~~STATEMENTS

Pursuant to the IPO on January 20, 2021, the Company sold 25,875,000 Units, including 3,375,000 Units pursuant to the exercise of the underwriters’ over-allotment option in full, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half warrant to purchase one share of Class A common stock (~~“Public Warrant”~~UNAUDITED). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each Public Warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

~~Following the~~All ~~closing~~ of the ~~IPO on January 20~~25, ~~2021~~875, ~~$258,750,~~000 ~~($10.00 per~~ ~~Unit)~~Class ~~from~~A ~~the~~common ~~net~~stock ~~proceeds~~sold as ofpart ~~the sale~~ of the Units in the IPO ~~and~~contain ~~the~~a ~~sale~~redemption offeature which allows for the ~~Private~~redemption ~~Placement~~of ~~Warrants~~such ~~was~~public ~~placed~~shares in aconnection ~~Trust~~with the ~~Account~~Company’s liquidation, ~~which~~if ~~may~~there ~~only~~is bea ~~invested~~stockholder invote ~~United~~or ~~States~~tender ~~“government securities”~~offer ~~within~~in connection with the ~~meaning~~Business ofCombination ~~Section~~and ~~2(a)(16)~~in ofconnection with ~~the~~certain ~~Investment~~amendments to the Company’s ~~Act~~certificate ~~having~~of aincorporation. ~~maturity~~In ofaccordance ~~185~~with ~~days~~SEC orand ~~less~~its orstaff’s inguidance ~~money~~on ~~market~~redeemable ~~funds~~equity ~~meeting~~instruments, ~~certain~~which ~~conditions~~has ~~under~~been ~~Rule~~codified 2ain ASC 480-710-S99, ~~promulgated~~redemption ~~under~~provisions not solely within the ~~Investment~~control of the Company require ~~Act~~common ~~which~~stock ~~invest~~subject ~~only~~to inredemption ~~direct~~to ~~U.S. government~~be ~~treasury~~classified ~~obligations~~outside of permanent equity.

14The Class A common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit.

~~All of~~As ~~the 25,875,000 Class A common stock sold as part~~ of ~~the~~March ~~Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation~~31, if2022 ~~there is a stockholder vote or tender offer in connection with the Business Combination~~ and inDecember ~~connection~~31, ~~with~~2021, ~~certain amendments to~~ the ~~Company’s~~common ~~certificate~~stock ~~of incorporation. In accordance~~reflected ~~with SEC and its staff’s guidance~~ on ~~redeemable~~the ~~equity~~condensed ~~instruments,~~balance ~~which~~sheets ~~has~~are ~~been~~reconciled ~~codified~~ in ~~ASC 480-10-S99, redemption provisions not solely within~~ the ~~control~~following ~~of the Company require common stock subject to redemption to be classified outside of permanent equity.~~table:

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

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

Contingently redeemable common stock	$	258,750,000

~~As of~~Public ~~September 30, 2021, the common stock reflected on the balance sheet are reconciled in the following table:~~Warrants

Gross proceeds from IPO	$	258,750,000
Less:
Proceeds allocated to Public Warrants		(10,660,689	)
Common stock issuance costs		(14,052,969	)
Plus:
Accretion of carrying value to redemption value		24,713,658
Contingently redeemable common stock	$	258,750,000

Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of its Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of the Company’s Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Company’s initial stockholders or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to “Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

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

~~The warrants~~CLASS ~~will~~ACCELERATION become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 pCORP.~~m.,~~ ~~New~~NOTES ~~York~~TO ~~City~~CONDENSED ~~time,~~FINANCIAL ~~or earlier upon redemption or liquidation.~~STATEMENTS

15(UNAUDITED)

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

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

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

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

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

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

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

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

	●	in whole and not in part;

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

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

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

In addition, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Company’s public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of shares of the Company’s Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of the Company’s Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the shares of the Company’s Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

Note 5 4 — Private Placement

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

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

1614

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

~~The fair value of Private Placement Warrants on the issuance date was $6,169,744.~~(UNAUDITED)

~~Note~~The fair value of Private Placement Warrants on 6the —issuance ~~Related~~date ~~Party~~was ~~Transactions~~$6,169,744.

~~Founder Shares~~Note 5 — Related Party Transactions

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

~~The Sponsor~~On ~~has~~October ~~agreed~~2, ~~not to transfer~~2020, ~~assign or sell any of its founder shares until~~ the ~~earliest~~Sponsor ofpaid ~~(A) one year after the completion~~$25,000 to of the Company’s ~~initial~~in ~~Business~~consideration ~~Combination or (B) subsequent to the Company’s initial Business Combination~~for 6,468,750 shares ~~(x) if the last reported sale price~~ of ~~the Company’s~~ Class AB common stock. ~~equals~~The orFounder ~~exceeds~~Shares ~~$12.00~~include ~~per~~an ~~share~~aggregate ~~(as~~of ~~adjusted~~up ~~for stock splits~~to 843,750 shares ~~stock~~subject ~~capitalizations,~~to ~~reorganizations,~~forfeiture ~~recapitalizations~~if ~~and~~ the ~~like)~~over-allotment ~~for~~option ~~any~~is 20not ~~trading~~exercised ~~days~~by ~~within~~the ~~any~~underwriters ~~30-trading~~in ~~day~~full. ~~period~~Because ~~commencing at~~of ~~least 150 days after~~ the ~~Company~~underwriters’s ~~initial~~full exercise ~~Business~~of ~~Combination, or (y)~~ the ~~date~~over-allotment option on ~~which~~January ~~the~~20, ~~Company completes a liquidation~~2021, ~~merger~~ 843,750 shares ~~capital~~are ~~stock~~no ~~exchange~~longer orsubject ~~other similar transaction that results in all of its stockholders having the right~~ to ~~exchange their common stock for cash, securities or other property~~forfeiture.

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

AsDue ~~of September 30, 2021, the amount of due~~ to ~~related~~Related party consisted of $20,000 accrued for the administrative support services (defined below) provided by the Sponsor and $2,587 travel expenses to be reimbursed to the related party. The balance of $56,560 as of December 31, 2020 consisted of advances from related parties of $28,330 and offering costs of $28,230 paid by a related party on behalf of the Company.Party

~~Promissory~~As of March 31, 2022 and December 31, 2021, the ~~Note~~amount —of ~~Related~~due ~~Party~~to related party consisted of $25,000 and $15,000 accrued for the administrative support services (defined below) provided by the Sponsor, respectively.

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

~~Related~~As of March 31, 2022 and December 31, 2021, the ~~Party~~amount ~~Loans~~of due from related party are $5,000 and $5,000, respectively. The balance of $5,000 as of March 31, 2022 and December 31, 2021 consisted of operating expense of $5,000 paid by the Company on behalf of a related party.

~~In order~~Promissory toNote ~~finance~~— ~~transaction~~Related costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. At September 30, 2021 and December 31, 2020, no such Working Capital Loans were outstanding.Party

17On September 22, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and due at the earlier of June 30, 2021 or the closing of the IPO. The Company had drawn down $105,230 under the promissory note with the Sponsor and repaid the promissory note in full on January 29, 2021.

~~Administrative Service~~Related ~~Fee~~Party Loans

~~The Company~~In ~~has~~order ~~agreed~~ to ~~pay~~finance ~~its~~transaction ~~Sponsor,~~costs ~~commencing~~in onconnection with a Business Combination, the ~~date~~Sponsor or an affiliate of the ~~consummation~~Sponsor or certain of the ~~IPO~~Company’s officers and directors may, but aare ~~total~~not ofobligated ~~$10~~to,~~000 per~~ ~~month~~loan ~~for~~the ~~office space~~Company ~~and~~funds ~~administrative~~as ~~support~~may ~~services.~~be ~~Upon~~required ~~completion~~(“Working ofCapital Loans”). If the Company’s completes a Business Combination, orthe ~~its~~Company ~~liquidation,~~would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. ~~will~~Otherwise, ~~cease~~the ~~paying~~Working ~~these~~Capital ~~monthly~~Loans ~~fees~~would be repaid only out of funds held outside the Trust Account. ~~The~~In ~~amount~~the event that a Business Combination does not close, the Company may use a portion of the ~~administrative~~working ~~service~~capital ~~fee~~held ~~for~~outside the ~~three~~Trust ~~and~~Account ~~nine~~to ~~months~~repay ~~ended~~the ~~September~~Working ~~30,~~Capital Loans ~~2021~~but ~~was~~no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $301,500,000 ~~and~~of such Working Capital Loans may be convertible into warrants at a price of $831.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. At March 31,~~548~~ 2022 and December 31, ~~respectively~~2021, no such Working Capital Loans were outstanding.

~~Note 7 — Fair Value Measurements~~15

~~The following~~CLASS ~~table~~ACCELERATION ~~presents information about the Company’s assets and liabilities that were measured at fair value on a recurring~~CORP. ~~basis~~NOTES asTO ofCONDENSED ~~September~~FINANCIAL ~~30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.~~STATEMENTS

	September 30,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
Marketable securities held in Trust Account	$	258,760,889	$	258,760,889	$	-	$	-
	$	258,760,889	$	258,760,889	$	-	$	-
Liabilities:
Warrant Liability – Public Warrants	$	7,568,438	$	7,568,438	$	-	$	-
Warrant Liability – Private Placement Warrants		4,317,475		-		-		4,317,475
	$	11,885,913	$	7,568,438	$	-	$	4,317,475

(UNAUDITED)

~~Initial Measurement~~Administrative Service Fee

The ~~estimated~~ ~~fair~~Company ~~value~~has ofagreed ~~the Warrants on January 20, 2021 is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related~~ to ~~expected~~pay ~~stock-price~~its ~~volatility (pre-merger and post-merger)~~Sponsor, ~~expected term, dividend yield~~commencing ~~and~~on ~~risk-free interest rate. The Company estimates~~ the ~~volatility~~date of ~~its~~the ~~common~~consummation ~~stock based on management’s understanding~~ of the ~~volatility~~ ~~associated~~IPO, ~~with~~a ~~instruments~~total of ~~other~~$10,000 per ~~similar~~month ~~entities.~~for ~~The~~office ~~risk-free~~space ~~interest~~and ~~rate~~administrative issupport ~~based on the U~~services.S. ~~Treasury Constant~~Upon ~~Maturity~~completion ~~similar to the expected remaining life~~ of the ~~warrants.~~Company’s ~~The~~Business ~~expected~~Combination ~~life~~or ofits ~~the~~liquidation, ~~warrants is simulated based on management assumptions regarding~~ the ~~timing~~Company ~~and~~will ~~likelihood~~cease ofpaying ~~completing~~these amonthly ~~business combination~~fees. The ~~dividend~~amount of ~~rate is based on~~ the ~~historical~~administrative ~~rate,~~service ~~which~~fee ~~the Company~~for ~~anticipates to remain at zero. The assumptions used in calculating~~ the ~~estimated~~three ~~fair~~months ~~values~~ended ~~represent~~March ~~the Company’s best estimate. However~~31, ~~inherent~~2022 ~~uncertainties~~and ~~are~~2021 ~~involved.~~was If$30,000 and ~~factors or assumptions change~~$23,548, ~~the estimated fair values could be materially different~~respectively.

~~The key~~Note ~~inputs~~6 ~~into~~— ~~the~~Fair ~~Monte~~Value ~~Carlo simulation model for the Warrants were as follows at January 20, 2021:~~Measurements

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

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

	March 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
Marketable securities held in Trust Account	$	258,785,572	$	258,785,572	$	-	$	-
	$	258,785,572	$	258,785,572	$	-	$	-

Liabilities:
Warrant Liability – Public Warrants	$	2,394,731	$	2,394,731	$	-	$	-
Warrant Liability – Private Placement Warrants		1,348,605		-		-		1,348,605
	$	3,743,336	$	2,394,731	$	-	$	1,348,605

Subsequent Measurement

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

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

InInitial March 2021, the fair value of the Public Warrants in the amount of $8,021,250 was transferred from level 3 to level 1 due to the use of an observable market quote in an active market. As of September 30, 2021, the aggregate value of Public Warrants was $7,568,438.Measurement

The estimated fair value of the ~~Private Placement~~ Warrants on ~~September 30~~January 20, 2021 is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a ~~business combination~~Business Combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different.

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at ~~September~~January 3020, 2021:

Input	~~September~~January 3020, 2021
Expected term (years)		56.9536
Expected volatility		1014.803	%
Risk-free interest rate		10.1467	%
Stock price	$	9.7259
Dividend yield		0.00	%
Exercise price	$	11.50

~~The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the nine months ended September 30, 2021:~~16

	Warrant Liability
Fair value as of December 31, 2020	$	-
Initial fair value of warrant liability upon issuance at IPO		16,830,433
Public Warrants Transfer out of Level 3 to Level 1		(8,021,250	)
Change in fair value		(4,491,708	)
Fair value as of September 30, 2021	$	4,317,475

CLASS ACCELERATION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS

~~Note 8 — Commitments and Contingencies~~(UNAUDITED)

~~Registration Rights~~Subsequent Measurement

~~The holders~~In ofMarch ~~the founder shares~~2021, ~~Private~~the ~~Placement~~fair ~~Warrants~~value ~~and warrants that may be issued upon conversion~~ of ~~Working~~the ~~Capital~~Public ~~Loans (and~~Warrants ~~any~~in ~~Class A common stock issuable upon~~ the ~~exercise~~amount of ~~the~~$8,021,250 ~~Private~~was ~~Placement~~transferred ~~Warrants~~from ~~and~~level ~~warrants~~3 ~~that~~to ~~may~~level be1 ~~issued~~due ~~upon conversion of Working Capital Loans) will be entitled~~ to ~~registration~~the ~~rights~~use ~~pursuant~~of toan aobservable ~~registration~~market ~~rights~~quote ~~agreement~~in ~~signed~~an onactive ~~January 14, 2021~~market. ~~The~~As ~~holders~~ of ~~these~~March ~~securities are entitled to make up to three demands~~31, ~~excluding short form demands~~2022, ~~that~~ the ~~Company~~aggregate ~~registers~~value ~~such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion~~ of ~~its~~Public ~~initial~~Warrants ~~Business~~was ~~Combination~~$2,394,731.

19The estimated fair value of the Private Placement Warrants on March 31, 2022 and as of December 31, 2021 is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a Business Combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different.

~~Underwriters~~The key inputs into the Monte Carlo simulation ~~Agreement~~ model for the Private Placement Warrants were as follows at March 31, 2022 and December 31, 2021:

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

Input	December 31, 2021			March 31, 2022
Expected term (years)		5.56			5.34
Expected volatility		9.7	%		3.90	%
Risk-free interest rate		1.31	%		2.42	%
Stock price	$	9.71		$	9.78
Dividend yield		0.00	%		0.00	%
Exercise price	$	11.50		$	11.50

~~On January~~The ~~20,~~Company’s ~~2021,~~public ~~the~~warrants ~~underwriters~~began ~~fully~~separately trading ~~exercised~~on ~~the~~March ~~over-allotment~~8, ~~option~~2021. toAfter ~~purchase 3~~this date,~~375,000 Units,~~ ~~and~~the ~~paid~~public awarrant ~~fixed underwriting~~values ~~discount~~per inshare ~~aggregate~~were ofbased ~~$5,175,000.~~on ~~Additionally,~~ the ~~underwriters~~observed ~~will~~trading beprices ~~entitled to a deferred underwriting discount~~ of ~~3.5%~~ of the ~~gross~~public warrants ~~proceeds~~as of ~~the~~each ~~IPO,~~balance orsheet ~~$9,056,250,~~date. ~~held~~The infair ~~the~~value ~~Trust~~of ~~Account~~the ~~upon~~public ~~the~~warrant ~~completion~~liability ofis ~~the~~classified ~~Company’s~~as ~~initial Business~~level ~~Combination~~1 ~~subject~~as toof ~~the~~March ~~terms~~31, of2022 ~~the~~and December ~~underwriting~~31, ~~agreement~~2021.

~~Note~~The following table sets forth a summary of the 9changes —in ~~Stockholder’s~~the ~~Equity~~fair value of the Level 3 warrant liability for the three months ended March 31, 2022 and for the year ended December 31, 2021:

Preferred Stock — The Company is authorized to issue a total of 1,000,000 preferred shares at par value of $0.0001 each. At September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

	Warrant Liability
Fair value as of December 31, 2020	$	-
Initial fair value of warrant liability upon issuance at IPO		16,830,433
Public Warrants Transfer out of Level 3 to Level 1		(10,660,689	)
Change in fair value		(2,458,900	)
Fair value as of December 31, 2021	$	3,710,844
Change in fair value		(2,362,239	)
Fair value as of March 31, 2022	$	1,348,605

~~Class A~~Note ~~Common~~7 ~~Stock~~ — ~~The Company is authorized to issue a total of~~Commitments ~~200,000,000 shares~~and ~~of Class A common stock at par value of $0.0001 each. As of September 30, 2021, there were 25,875,000 shares of Class A common stock subject to possible redemption.~~Contingencies

~~Class B~~Registration Common Stock — The Company is authorized to issue a total of 20,000,000 shares Class B common stock at par value of $0.0001 each. On October 2, 2020, the Company issued 6,468,750 shares of Class B common stock to its initial stockholders for $25,000, or approximately $0.004 per share. The Founder Shares included an aggregate of up to 843,750 shares subject to forfeiture if the over-allotment option was not exercised by the underwriters in full. Because of the underwriters’ fully exercise of the over-allotment option on January 20, 2021, 843,750 shares are no longer subject to forfeiture. As of September 30, 2021, there were 6,468,750 shares Class B common stock issued and outstanding.Rights

The ~~Company’s~~ ~~initial~~holders ~~stockholders have agreed not to transfer, assign or sell any~~ of ~~their~~the founder shares, ~~until~~Private ~~the~~Placement Warrants ~~earlier~~and towarrants ~~occur of~~that ~~(A)~~may ~~one~~be ~~year~~issued ~~after~~upon ~~the~~conversion ~~completion~~ of ~~the~~Working ~~Company’s~~Capital ~~initial~~Loans ~~Business Combination or~~ (B)and ~~subsequent~~any toClass ~~the~~A ~~Company’s~~common ~~initial Business~~stock ~~Combination,~~issuable ~~(x)~~upon if the ~~last reported sale price~~ exercise of the ~~shares~~Private ofPlacement ~~the~~Warrants ~~Company’s~~and ~~Class~~warrants Athat ~~common~~may ~~stock~~be ~~equals~~issued orupon ~~exceeds $12.00~~conversion ~~per~~of ~~share~~Working ~~(as~~Capital ~~adjusted~~Loans) ~~for~~will ~~stock~~be ~~splits,~~entitled ~~stock~~to ~~capitalizations,~~registration rights ~~reorganizations,~~pursuant ~~recapitalizations~~to ~~and~~a ~~the~~registration ~~like)~~rights ~~for~~agreement ~~any~~signed 20on ~~trading days~~January ~~within~~14, ~~any~~2021. ~~30-trading~~The ~~day~~holders ~~period~~of ~~commencing~~these atsecurities ~~least~~are ~~150~~entitled ~~days~~to ~~after~~make ~~the~~up to ~~Company’s~~three ~~initial Business Combination~~demands, orexcluding ~~(y)~~short ~~the date~~form ondemands, ~~which~~that the Company ~~completes~~registers asuch ~~liquidation,~~securities. ~~merger~~In addition, ~~capital~~the ~~stock~~holders ~~exchange~~have orcertain ~~other~~“piggy-back” registration ~~similar~~rights ~~transaction~~with ~~that~~respect ~~results~~to inregistration ~~all~~statements ~~of its~~filed ~~stockholders~~subsequent ~~having~~to the ~~right~~Company’s tocompletion ~~exchange~~of ~~their~~its ~~common~~initial ~~stock for cash, securities or other property~~Business Combination.

The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock upon the completion of the Company’s initial Business Combination at a ratio such that the number of shares of the Company’s Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of the Company’s common stock issued and outstanding upon completion of the IPO, plus (ii) the sum of (a) the total number of shares of the Company’s common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or deemed issued by the Company in connection with or in relation to the completion of the initial Business Combination, excluding (1) any shares of the Company’s Class A common stock or equity-linked securities exercisable for or convertible into shares of the Company’s Class A common stock issued, or to be issued, to any seller in the initial Business Combination, and (2) any Private Placement Warrants issued to the Sponsor or any of its affiliates upon conversion of Working Capital Loans, minus (b) the number of public shares redeemed by public stockholders in connection with the Company’s initial Business Combination. In no event will the shares of the Company’s Class B common stock convert into shares of the Company’s Class A common stock at a rate of less than one to one.17

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

~~Note 10 — Subsequent Events~~(UNAUDITED)

~~The Company~~Underwriters evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.Agreement

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

~~ITEM~~On January 20, 2021, the underwriters fully exercised 2the over-allotment option to purchase 3,375,000 Units, and received a fixed underwriting discount in aggregate of $5,175,000. Additionally, ~~MANAGEMENT~~the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, or $9,056,250, held in the Trust Account upon the completion of the Company’Ss ~~DISCUSSION~~initial ~~AND~~Business ~~ANALYSIS~~Combination OFsubject ~~FINANCIAL~~to ~~CONDITION~~the ~~AND~~terms ~~RESULTS~~of the OFunderwriting ~~OPERATIONS~~agreement.

~~References to~~Note ~~the~~8 ~~“Company,”~~— ~~“us,”~~Stockholder’s “our” or “we” refer to Class Acceleration Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements and related notes included herein.Deficit

~~Cautionary~~Preferred Stock — The ~~Note~~Company ~~Regarding~~is ~~Forward-Looking~~authorized ~~Statements~~to issue a total of 1,000,000 preferred shares at par value of $0.0001 each. At March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

~~All statements~~Class ~~other~~A ~~than~~Common ~~statements~~Stock — The ofCompany ~~historical~~is ~~fact~~authorized ~~included~~to inissue ~~this~~a ~~Report~~total ~~including~~of 200, ~~without limitation~~000,000 shares ~~statements under this “Management’s Discussion and Analysis~~ of ~~Financial~~Class ~~Condition~~A ~~and~~common ~~Results~~stock ofat ~~Operations”~~par ~~regarding~~value ~~the Company’s financial position, business strategy and the plans and objectives~~ of ~~management for future operations, are forward- looking statements~~$0. ~~When used in this Report,~~0001 each. ~~words~~As ~~such~~of asMarch ~~“anticipate~~31,” ~~“believe,”~~2022 ~~“estimate,” “expect,” “intend”~~ and ~~similar~~ ~~expressions,~~December ~~as they relate to us or the Company’s management~~31, ~~identify forward-looking statements. Such forward-looking statements are based on the beliefs of management~~2021, asthere ~~well as assumptions made by~~were 25, ~~and information currently available to~~875,000 shares ~~the Company’s management. Actual results could differ materially from those contemplated by the forward- looking statements as a result~~ of Class ~~certain factors~~A ~~detailed~~common instock ~~our~~subject ~~filings with the SEC. All subsequent written or oral forward-looking statements attributable~~ to uspossible ~~or persons acting on the Company’s behalf are qualified in their entirety by this paragraph~~redemption.

~~The~~Class B Common ~~following~~Stock — ~~discussion~~The ~~and~~Company ~~analysis~~is ofauthorized ~~our~~to ~~financial~~issue ~~condition~~a ~~and~~total ~~results~~of 20,000,000 shares of ~~operations~~Class ~~should~~B becommon ~~read~~stock inat ~~conjunction~~par value ~~with~~of $0.0001 each. On October 2, 2020, the ~~unaudited~~Company issued 6,468,750 shares of Class B common stock to its initial ~~condensed~~stockholders ~~financial~~for ~~statements~~$25,000, ~~and~~or approximately $0.004 per share. The Founder Shares included an aggregate of up to 843,750 shares subject to forfeiture if the ~~notes~~over-allotment ~~thereto~~option ~~contained~~was ~~elsewhere~~not inexercised ~~this~~by ~~Report~~the underwriters in full. Because ~~Certain~~of ~~information~~the ~~contained~~underwriters’ infully exercise of the ~~discussion~~over-allotment option on January 20, 2021, 843,750 shares are no longer subject to forfeiture. As of March 31, 2022 and ~~analysis~~December ~~set~~31, ~~forth~~2021, ~~below~~there ~~includes~~were 6,468,750 shares ~~forward-looking~~of ~~statements~~Class ~~that~~B ~~involve~~common stock ~~risks~~issued and ~~uncertainties~~outstanding.

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

WeThe shares of Class B common stock will automatically ~~are~~convert aninto ~~early-stage~~shares ~~blank~~of ~~check~~the ~~company~~Company’s ~~incorporated~~Class A common stock upon the completion of the Company’s initial Business Combination at a ratio such that the number of shares of the Company’s Class A common stock issuable upon conversion of all founder shares will equal, in ~~Delaware~~the aggregate, on ~~August~~an 24as-converted basis, 20% ~~2020~~of ~~under~~the sum of (i) the ~~name~~total ~~“Class~~number ~~Acquisition~~of ~~Corporation~~shares of the Company’s common stock issued and outstanding upon completion of the IPO,” plus (ii) the sum of (a) the total number of shares of the Company’s common ~~whose~~stock ~~business~~issued ~~purpose~~or isdeemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or deemed issued by the Company in connection with or in relation to ~~effect~~the ancompletion of the initial ~~business~~Business ~~combination.~~Combination, Onexcluding ~~November~~(1) 16any shares of the Company’s Class A common stock or equity-linked securities exercisable for or convertible into shares of the Company’s Class A common stock issued, ~~2020~~or to be issued, weto ~~changed~~any ~~our~~seller ~~name~~in the initial Business Combination, and (2) any Private Placement Warrants issued to ~~“Class~~the ~~Acceleration~~Sponsor or any of its affiliates upon conversion of Working Capital Loans, minus (b) the number of public shares redeemed by public ~~Corp~~stockholders in connection with the Company’s initial Business Combination.” In no event will the shares of the Company’s Class B common stock convert into shares of the Company’s Class A common stock at a rate of less than one to one.

~~Our management~~With ~~team~~respect ~~has~~to ~~extensive~~any ~~experience~~other ~~with~~matter ~~acquisitions~~submitted ~~and consummating business combinations. Led by Michael Moe, our Chief Executive~~to ~~Officer, our management team’s shared vision is owning and building~~ a ~~market-dominant~~vote ~~and~~of ~~agile education technology business. Private technology companies are changing~~ the ~~world~~Company’s ~~at an unprecedented pace by establishing new markets~~stockholders, ~~creating~~including ~~new~~any ~~experiences~~vote ~~and disrupting~~in ~~legacy~~connection ~~industries.~~with ~~This is happening at an accelerated pace in~~ the ~~digital~~initial ~~learning~~Business ~~industry~~Combination, ~~driven~~except byas ~~the knowledge economy~~required ~~and most recently~~ by ~~COVID-19.~~law, Weholders ~~seek~~of ~~to acquire a digital learning leader that benefits from~~ the ~~dual~~Company’s ~~tailwinds~~founder ofshares ~~the knowledge economy~~ and ~~the~~holders ~~Internet.~~of ~~Digital economics reflect a disproportionate gain to~~ the ~~leaders of a category. Accordingly, we seek leading companies who we believe have both competitive and sustainable advantages. We believe our management team~~Company’s ~~significant~~public ~~operating~~shares ~~and transaction experience and relationships~~ will ~~continue~~vote totogether ~~provide~~as usa single class, with aeach ~~substantial~~share ~~number~~entitling ofthe ~~potential~~holder ~~initial~~to ~~business~~one ~~combination targets~~vote.

~~The underlying~~Note ~~growth~~9 ~~fundamentals~~— inSubsequent the digital learning industry has attracted substantial venture and growth capital over the past 10 years. In 2019, $7 billion was invested in private digital learning companies versus only $500 million in 2010, a 14x increase in nearly a decade. Moreover, globally there are currently approximately 30 privately held digital learning companies with valuations in excess of $1 billion, where none existed only five years ago. Our management team has been investing in the digital learning market for over 10 years, which is why we believe we will be able to identify and source several targets that will meet our stringent acquisition criteria.Events

~~Our efforts~~The toCompany ~~identify~~evaluated asubsequent ~~prospective~~events ~~initial~~and ~~business combination target are not limited to a particular industry, sector or geographic~~transactions ~~region.~~that ~~While~~occurred weafter ~~may pursue an initial business combination opportunity in any industry or sector, since our initial public offering, we have capitalized on~~ the ~~ability~~balance ofsheet ~~our~~date ~~management~~up ~~team~~ to ~~identify,~~the ~~acquire~~date ~~and operate a business or businesses~~ that ~~can~~the ~~benefit from~~unaudited ~~our~~condensed ~~management~~financial ~~team’s~~statements ~~established~~were ~~global relationships and operating experience~~issued. ~~Our~~The ~~management~~Company ~~team has extensive experience~~did innot ~~identifying~~identify ~~and~~any ~~executing~~subsequent ~~strategic~~events ~~investments~~that ~~globally~~would ~~and~~have ~~has~~required ~~done~~adjustment soor ~~successfully~~disclosure in athe ~~number~~unaudited ofcondensed ~~sectors,~~financial ~~including media and entertainment~~statements.

2118

~~Results of~~ITEM ~~Operations~~2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Our~~References ~~entire activity since inception up~~ to ~~September~~the 30“Company,” ~~2021 relates~~“us,” to “our” ~~formation,~~or ~~the~~“we” ~~IPO~~refer ~~and,~~to ~~since~~Class ~~the~~Acceleration ~~closing~~Corp. ofThe ~~the~~following ~~IPO,~~discussion aand ~~search~~analysis ~~for~~of aour ~~Business~~financial ~~Combination~~condition and ~~candidate.~~results Weof ~~will~~operations ~~not~~should be ~~generating any~~read ~~operating~~in ~~revenues~~conjunction ~~until~~with ~~the~~our ~~closing~~unaudited ~~and~~condensed ~~completion~~financial ofstatements ~~our~~and ~~initial~~related ~~Business~~notes ~~Combination,~~included ~~at the earliest~~herein.

~~For~~Cautionary ~~the~~Note ~~three~~Regarding ~~months~~Forward-Looking ended September 30, 2021, we had net income of $4,410,891, which consisted of $265,663 in formation and operating costs offset by $4,672,490 in unrealized gain on change in fair value of warrants, $3,975 in interest earned on marketable securities held in the Trust Account and $89 in interest earned on operating bank account.Statements

~~For~~All ~~the~~statements ~~nine~~other ~~months~~than ~~ended~~statements ~~September~~of 30historical fact included in this Report including, ~~2021~~without limitation, westatements ~~had~~under ~~net~~this ~~income~~“Management’s Discussion and Analysis of ~~$3,559,605,~~Financial ~~which~~Condition ~~consisted~~and Results of ~~$780~~Operations” regarding the Company’s financial position,~~273~~ inbusiness ~~formation~~strategy and ~~operating~~the ~~costs~~ plans and ~~$615~~objectives of management for future operations,~~674~~ inare ~~transaction~~forward- ~~costs~~looking instatements. ~~connection~~When ~~with~~used ~~IPO~~in this Report, ~~offset~~words such as “anticipate,” by“believe,” ~~$10~~“estimate,~~889~~” in“expect,” ~~interest~~“intend” ~~earned~~and onsimilar ~~marketable~~expressions, ~~securities~~as ~~held~~they inrelate to us or the ~~Trust~~Company’s ~~Account~~management, ~~$143~~identify inforward-looking ~~interest~~statements. ~~earned~~Such forward-looking statements are based on ~~operating~~the ~~bank~~beliefs ~~account~~of management, as well as assumptions made by, and $4 information currently available to,~~944,520~~ the Company’s management. Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors detailed in ~~unrealized~~our ~~gain~~filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on ~~change~~the Company’s behalf are qualified in ~~fair~~their ~~value~~entirety by ofthis ~~warrants~~paragraph.

~~For~~The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the ~~period~~unaudited ~~from~~condensed ~~August~~financial ~~24,~~statements ~~2020~~and ~~(inception)~~the ~~through~~notes ~~September 30,~~thereto ~~2020,~~contained weelsewhere ~~had~~in athis ~~net~~Report. ~~loss~~Certain ofinformation ~~$830~~contained ~~which~~in ~~consists~~the ofdiscussion ~~formation~~ and ~~operation~~analysis ~~costs~~set forth below includes forward-looking statements that involve risks and uncertainties.

~~Liquidity and Capital Resources~~ Overview

AsWe are a blank check company incorporated in Delaware ofon ~~September~~August 3024, ~~2021,~~2020 weunder ~~had~~the ~~approximately~~name ~~$0.6~~“Class ~~million~~Acquisition inCorporation,” ~~our~~whose ~~operating~~business ~~bank~~purpose ~~account,~~is ~~approximately~~to ~~$258.8~~effect ~~million~~an ininitial ~~our~~Business Combination. ~~Trust~~On ~~Account~~November 16, ~~and~~ ~~working~~2020, ~~capital~~we ofchanged ~~approximately~~our ~~$0.7~~name ~~million~~to “Class Acceleration Corp.”

~~Except with~~Our ~~respect~~efforts to ~~interest~~identify ~~earned~~a onprospective ~~the~~initial Business ~~funds~~Combination ~~held~~target inare ~~the~~not ~~Trust~~limited ~~Account that may be released~~ to usa toparticular ~~pay our taxes~~industry, ifsector ~~any,~~or ~~the~~geographic ~~funds held~~region. inWhile ~~the~~we ~~Trust~~may ~~Account~~pursue ~~will~~an ~~not be released until the earliest to occur of (a) the completion of the~~ initial Business ~~Combination,~~ ~~(b)~~Combination ~~the~~opportunity ~~redemption~~in of any ~~public~~industry ~~shares~~or ~~properly~~sector, ~~tendered~~since ~~in connection with a stockholder vote to amend~~ our ~~second~~initial ~~amended~~public ~~and~~offering, ~~restated certificate~~we ofhave ~~incorporation,~~capitalized ~~and~~on ~~(c)~~ the ~~redemption~~ability of ~~all of~~ our ~~public~~management team ~~shares~~to ifidentify, weacquire ~~have~~and ~~not~~operate ~~completed~~a ~~the~~business ~~initial~~or ~~Business~~businesses ~~Combination within~~that 24can ~~months~~benefit from ~~the~~our ~~closing~~management ofteam’s ~~IPO,~~established ~~subject~~global torelationships and ~~applicable~~operating ~~law~~experience. ~~The~~Our ~~proceeds~~management ~~deposited~~team inhas ~~the~~extensive ~~Trust~~experience ~~Account~~in ~~could~~identifying ~~become~~and ~~subject to~~executing ~~the~~strategic ~~claims~~investments ofglobally ~~our~~and has ~~creditors,~~done ifso ~~any,~~successfully ~~which~~in ~~could~~a ~~have~~number ~~priority~~of ~~over~~sectors, ~~the~~including ~~claims~~media ofand ~~our public stockholders~~entertainment.

~~The following table provides a summary of our net cash flows from operating, investing, and financing activities for the nine months ended September 30, 2021.~~19

Net cash used in operating activities	$	(1,027,304	)
Net cash used in investing activities		(258,750,000	)
Net cash provided by financing activities		260,323,457
Net change in cash		546,153
Cash, beginning of the period		76,602
Cash, end of the period	$	622,755

Results of Operations

~~Prior~~Our toentire ~~the~~activity ~~completion~~since ofinception ~~the~~up ~~IPO,~~to ~~our liquidity needs had been satisfied~~March ~~through~~31, a2022 ~~payment~~relates ~~from~~to ~~the~~our ~~Sponsor of $25~~formation,~~000~~ ~~for~~ the ~~founder~~IPO ~~shares~~and, since the ~~loan~~closing ~~under~~of ~~an unsecured promissory note from~~ the ~~Sponsor of $105~~IPO,~~230,~~ ~~and~~a ~~advances~~search ~~from~~for ~~related~~a ~~party~~Business ofCombination ~~$100~~candidate. We ~~fully~~will ~~paid~~not be ~~the~~generating ~~note~~any tooperating revenues until the ~~Sponsor~~closing and ~~the~~completion ~~related~~of ~~party~~our ~~advances~~initial onBusiness ~~January 29~~Combination, ~~2021~~ at the earliest.

~~On January~~For 20the three months ended March 31, ~~2021~~2022, we had ~~consummated~~net ~~the~~income ~~IPO~~ of 25$6,~~875~~334,~~000 Units~~167, ~~including~~which ~~3,375,000~~consisted ~~Units pursuant to the exercise~~ of ~~the~~$238,699 ~~underwriters’ over-allotment option~~ in ~~full~~formation atand ~~$10.00~~operating ~~per~~costs ~~Unit,~~offset ~~generating~~by ~~gross proceeds of~~ $~~258~~20,~~750,000.~~170 ~~Simultaneously~~in ~~with~~interest ~~the~~earned ~~closing~~on ~~of the IPO,~~marketable weinvestments ~~consummated~~held in the ~~sale~~Trust ~~of 7~~Account,~~175,000~~ ~~Private~~and ~~Placement Warrants at a price of~~ $~~1.00~~6,552,696 ~~per Private Placement Warrant~~ in aunrealized ~~private~~gain ~~placement to~~on ~~the~~change ~~Sponsor,~~in ~~generating~~fair ~~total~~value ~~gross proceeds~~ of ~~$7,175,000~~warrants .

~~Subsequent~~For to the ~~consummation~~three months ended March 31, 2021, we had net income of ~~the~~$3,226,241, ~~IPO~~which ~~and~~consisted ~~Private~~of ~~Placement~~$222,360 ~~our liquidity~~in ~~needs~~formation ~~have~~and ~~been~~operating ~~satisfied~~costs ~~through~~and ~~the~~$615,674 ~~proceeds~~in ~~from~~transaction ~~the~~costs ~~consummation~~in ofconnection with ~~the~~IPO, ~~Private~~offset ~~Placement~~by ~~not~~$2,981 in interest earned on marketable investments held in the Trust Account, and $4,061,294 in unrealized gain on change in fair value of warrants.

22Liquidity and Capital Resources; Going Concern

~~In addition,~~As inof ~~order~~March to31, ~~finance~~2022, ~~transaction~~we ~~costs~~had $71,607 in ~~connection~~our ~~with~~operating bank ~~a Business Combination~~account, ~~our~~approximately ~~Sponsor~~$258.8 ormillion anin ~~affiliate of the Sponsor or certain of~~ our ~~officers~~Trust ~~and directors may~~Account, ~~but~~and ~~are~~working ~~not~~capital ~~obligated~~of to$57, ~~provide us Working Capital Loans~~048. ~~To date, there were no amounts outstanding under any Working Capital Loans.~~

InExcept ~~future~~with 12respect ~~months~~to ~~from~~interest earned on the funds ~~date~~held in the ~~financial statements~~Trust ~~are~~Account ~~issued,~~that wemay ~~will~~be ~~have~~released to us to pay ~~for~~our ~~expenses~~taxes, if any, the funds held in ~~connection~~the ~~with~~Trust ~~any~~Account will not be released until the earliest to occur of (a) the completion of the initial Business Combination, ~~accounting~~(b) ~~fees,~~the ~~audit~~redemption ~~and~~of ~~review~~any public shares properly ~~fees,~~tendered ~~quarterly~~in ~~Delaware~~connection ~~franchise~~with ~~tax,~~a stockholder vote to amend our second amended and ~~administrative~~restated ~~services~~certificate ~~fees~~of incorporation, and (c) the ~~aggregate~~redemption of ~~amount~~all ~~may~~of ~~exceed~~our ~~the~~public ~~cash~~shares ~~held~~if inwe have not completed the ~~operating bank~~initial ~~account~~Business asCombination ofwithin 24 months from the ~~date~~closing of the ~~financial~~IPO, ~~statements~~subject to ~~are~~applicable ~~issued~~law. ~~There~~The isproceeds nodeposited ~~assured~~in ~~funding~~the ~~resource~~Trust Account could become subject to ~~satisfy~~the claims of our ~~future~~creditors, ~~liquidity~~if any, which could ~~needs~~have priority over the claims of our public stockholders.

~~Based~~The ~~upon~~following ~~the~~table ~~above~~provides ~~analysis,~~a ~~management~~summary ~~determined that~~of ~~these conditions raise substantial doubt about~~ our net ~~ability~~cash toflows ~~continue~~from asoperating, ainvesting, ~~going~~and ~~concern~~financing ~~within~~activities ~~one~~for ~~year after~~ the ~~date~~three ~~the~~months ~~financial statements~~ended ~~are~~March ~~issued~~31, 2022.

Critical Accounting Policies and Estimates

Net cash used in operating activities	$	(350,056	)
Net change in cash		(350,056	)
Cash, beginning of the period		421,663
Cash, end of the period	$	71,607

The ~~preparation~~ offollowing ~~the~~table ~~unaudited~~provides ~~condensed~~a ~~financial~~summary ~~statements~~of ~~in conformity with US GAAP requires management to make estimates and assumptions~~our ~~that~~net ~~affect~~cash ~~the~~flows ~~reported~~from ~~amounts~~operating, ofinvesting, ~~assets~~ and ~~liabilities~~financing ~~and~~activities ~~disclosure~~for ~~of contingent assets and liabilities at~~ the ~~date~~three ofmonths ~~the~~ended ~~unaudited condensed~~March ~~financial~~31, ~~statements and the reported amounts of expenses during the reporting period~~2021. ~~Actual results could differ from those estimates. We have identified the following as our critical accounting policies:~~

Class A Common Stock Subject to Possible Redemption

Net cash used in operating activities	$	(688,946	)
Net cash used in investing activities		(258,750,000	)
Net cash provided by financing activities		260,323,457
Net change in cash		884,511
Cash, beginning of the period		76,602
Cash, end of the period	$	961,113

~~The Company~~Prior ~~accounts for its Class A common stock subject~~ to ~~possible~~the ~~redemption~~completion inof ~~accordance with~~ the ~~guidance~~IPO, inour ~~Accounting Standards~~liquidity ~~Codification~~needs ~~(“ASC”)~~had ~~Topic~~been ~~480~~satisfied ~~“Distinguishing~~through ~~Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as~~ a ~~liability~~payment ~~instrument~~from ~~and~~the isSponsor ~~measured~~of at$25,000 ~~fair~~for ~~value. Conditionally redeemable Class A common stock (including common stock that feature redemption rights that are either within~~ the ~~control~~founder ofshares, the ~~holder~~loan orunder ~~subject~~an tounsecured ~~redemption upon~~promissory ~~the~~note ~~occurrence~~from ~~of uncertain events not solely within~~ the ~~Company’s~~Sponsor ~~control)~~of ~~is classified as temporary equity. At all other times~~$105, ~~Class~~230, Aand ~~common~~advances ~~stock~~from isa ~~classified~~related asparty ~~stockholders’~~of ~~equity~~$100. ~~The~~We ~~Company’s~~fully ~~Class~~paid Athe ~~common~~note ~~stock feature certain redemption rights that is considered~~ to ~~be outside of~~ the ~~Company’s~~Sponsor ~~control~~ and ~~subject to~~ the ~~occurrence~~related ~~of uncertain future events. Accordingly,~~party ~~Class~~advances Aon ~~common~~January ~~stock subject to possible redemption is presented at redemption value as temporary equity~~29, ~~outside of the stockholders’ equity section of the Company’s balance sheet~~2021.

~~The Company~~On ~~recognizes~~January ~~changes~~20, in2021, ~~redemption~~we ~~value~~consummated ~~immediately~~the asIPO ~~they~~of 25,875,000 ~~occur~~Units, ~~and~~including ~~adjusts~~3,375,000 ~~the~~Units ~~carrying~~pursuant ~~value~~to ofthe ~~redeemable~~exercise ~~common~~of ~~stock~~the ~~to equal~~underwriters’ ~~the~~over-allotment ~~redemption~~option ~~value~~in full at ~~the~~$10.00 per ~~end~~Unit, ofgenerating ~~each~~gross ~~reporting~~proceeds ~~period~~of $258,750,000. ~~Increases~~Simultaneously orwith ~~decreases~~the inclosing of the ~~carrying~~IPO, ~~amount~~we ofconsummated ~~redeemable~~the ~~common~~sale ~~stock~~of 7,175,000 ~~are~~Private ~~affected~~Placement byWarrants ~~charges~~at ~~against~~a ~~additional~~price ~~paid~~of $1.00 per Private Placement Warrant in ~~capital~~a ~~and~~private ~~accumulated~~placement ~~deficit~~to the Sponsor, generating total gross proceeds of $7,175,000.

23Subsequent to the consummation of the IPO and Private Placement, our liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account.

~~Net Income Per Common Stock~~20

~~The~~In ~~Company has two classes of shares~~addition, ~~which~~in ~~are referred~~order to asfinance ~~Class~~transaction Acosts in ~~Common~~connection ~~Stock~~with ~~(the~~a ~~“Common~~Business ~~Stock”)~~Combination, ~~and~~our ~~Class~~Sponsor Bor ~~common~~an ~~stock~~affiliate ~~(the~~of ~~“Founder Shares”). Earnings and losses are shared pro rata between~~ the ~~two~~Sponsor ~~classes~~or certain of ~~shares.~~our ~~Public~~officers and ~~private~~directors ~~warrants to purchase 20~~may,~~112,500~~ ~~shares of Common~~but ~~Stock~~are atnot ~~$11.50 per~~obligated ~~share were issued on January 20, 2021. At September 30, 2021, no warrants have been exercised. The 20,112,500 potential common shares for outstanding warrants~~ to ~~purchase the Company’s stock were excluded from diluted earnings per share for the nine months ended September 30~~, ~~2021~~provide ~~because~~us ~~the~~Working ~~warrants~~Capital ~~are contingently exercisable, and the contingencies have not yet been met~~Loans. AsTo ~~a result~~date, ~~diluted~~ ~~net~~there ~~income/(loss)~~were ~~per~~no ~~common~~amounts ~~share~~outstanding isunder ~~the~~any ~~same~~Working asCapital ~~basic net income/(loss) per common share for the period~~Loans.

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

~~The Company~~Based ~~evaluates~~upon ~~its~~the ~~financial~~above ~~instruments~~analysis, tomanagement ~~determine if such instruments are derivatives or contain features~~ determined that ~~qualify~~these asconditions ~~embedded derivatives~~raise insubstantial ~~accordance~~doubt ~~with~~about ~~ASC~~our ~~Topic~~ability ~~815,~~to ~~“Derivatives~~continue ~~and Hedging”. We account for the Public and Private Placement warrants (collectively “Warrants”),~~ as ~~either~~a ~~equity~~going orconcern ~~liability~~within ~~classified~~one ~~instruments~~year ~~based~~after ~~on an assessment of~~ the ~~specific terms~~date of the ~~Warrants and the applicable authoritative guidance. The assessment considers whether the Warrants meet all of the requirements~~financial ~~for~~statements ~~equity classification under ASC 815, including whether the warrants~~ are ~~indexed to our own stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control~~issued.

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

The ~~Company~~ ~~accounted~~preparation ~~for~~of the ~~20,112,500~~unaudited ~~warrants~~condensed ~~issued~~financial statements in ~~connection~~conformity with US GAAP requires management to make estimates and assumptions that affect the ~~IPO~~reported amounts of assets and ~~Private~~liabilities ~~Placement~~and indisclosure ~~accordance~~of ~~with~~contingent assets and liabilities at the ~~guidance contained~~date inof ~~FASB~~the ~~ASC 815-40. Such~~unaudited ~~guidance~~condensed ~~provides~~financial ~~that,~~statements ~~because~~and the reported ~~warrants~~amounts doof ~~not~~expenses ~~meet~~during the ~~criteria~~reporting ~~for~~period. ~~equity~~Actual ~~treatment thereunder,~~results ~~each~~could ~~warrant~~differ ~~must~~from bethose ~~recorded~~estimates. We have identified the following as aour ~~liability.~~critical accounting policies:

~~Off-Balance Sheet Arrangements~~Class A Common Stock Subject to Possible Redemption

~~As of~~The ~~September~~Company ~~30,~~accounts ~~2021,~~for weits ~~did~~Class ~~not~~A ~~have~~common ~~any~~stock subject ~~off-balance~~to ~~sheet~~possible ~~arrangements~~redemption asin ~~defined~~accordance with the guidance in ~~Item~~Accounting ~~303~~Standards Codification (a“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (4if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (iiincluding common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that is considered to be outside of ~~Regulation~~the ~~S-K~~Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.

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

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt -- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -- Contracts in Entity's Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for us and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We are currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 21

~~We do~~Net ~~not~~Income ~~believe~~Per ~~that~~Share ~~any~~of ~~recently issued, but not effective, accounting standards, if currently adopted, would have a material effect~~Common ~~on our unaudited condensed financial statement.~~Stock

~~Contractual~~The Company has two classes of shares, which ~~Obligations~~are referred to as Class A common stock (the “Common Stock”) and Class B common stock (the “Founder Shares”). Earnings are shared pro rata between the two classes of shares. Public and private warrants to purchase 20,112,500 shares of Common Stock at $11.50 per share were issued on January 20, 2021. At March 31, 2022, no warrants have been exercised. The 20,112,500 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three months ended March 31, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for the period.

~~Administrative Service~~Warrant ~~Fee~~Liabilities

~~We have~~The ~~agreed~~Company evaluates its financial instruments to ~~pay~~determine ~~our~~if ~~Sponsor~~such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, ~~commencing~~“Derivatives onand ~~the~~Hedging”. ~~date~~We ofaccount for the ~~consummation~~Public ofand ~~the~~Private ~~IPO~~Placement warrants (collectively “Warrants”), as aeither ~~total~~equity or liability classified instruments based on an assessment of ~~$10,000~~the ~~per~~specific ~~month~~terms ~~for~~of ~~office~~the ~~space~~ Warrants and ~~administrative~~the ~~support~~applicable ~~services~~authoritative guidance. ~~Upon~~The ~~completion~~assessment considers whether the Warrants meet all of the ~~Business~~requirements ~~Combination~~for orequity ~~liquidation~~classification under ASC 815, weincluding whether ~~will~~the ~~cease~~warrants ~~paying~~are ~~these~~indexed ~~monthly~~to ~~fees~~our own stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control.

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

The ~~underwriters~~ ~~will~~Company beaccounted ~~entitled~~for tothe a20,112,500 ~~deferred~~warrants issued ~~underwriting~~in ~~discount~~connection ofwith ~~3.5%~~the ofIPO ~~the~~and ~~gross~~Private ~~proceeds~~Placement ofin ~~the~~accordance ~~IPO,~~with orthe ~~$9,056,250,~~guidance ~~held~~contained in ~~the~~FASB ASC 815-40. Such guidance ~~Trust~~provides ~~Account~~that, ~~upon~~because the ~~completion~~warrants ofdo not meet the ~~initial~~criteria ~~Business~~for ~~Combination~~equity ~~subject~~treatment tothereunder, ~~the~~each ~~terms~~warrant ofmust ~~the~~be ~~underwriting~~recorded ~~agreement~~as a liability.

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Off-Balance Sheet Arrangements

~~Not~~As of March 31, 2022, we did not have any off-balance ~~required~~sheet ~~for~~arrangements ~~smaller~~as ~~reporting~~defined ~~companies~~in Item 303(a)(4)(ii) of Regulation S-K.

24Recent Accounting Pronouncements

~~ITEM~~ASU 2020-06 is effective January 1, 2024 and should 4be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. ~~CONTROLS~~The ~~AND~~Company ~~PROCEDURES~~adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company's financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

~~Evaluation of~~Contractual ~~Disclosure Controls and Procedures~~Obligations

~~As required~~Administrative byService Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2021, due to the previous material weakness in our internal control over financial reporting described in Item 4. Controls and Procedures included in our Quarterly Report on Form 10-Q as filed with the SEC on July 27, 2021, and due to the restatements of our January 20, 2021, March 31, 2021, and June 30, 2021 financial statements (the “restatements”) regarding the classification of redeemable common stock, as described below, which combined, constitutes a material weakness in our internal control over financial reporting. The material weakness was caused by the misapplication of accounting guidance for complex financial instruments. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.Fee

~~Regarding the~~We ~~restatements~~have agreed to ~~the~~pay ~~March~~our 31Sponsor, ~~2021 and June 30, 2021 quarterly financial statements included in the Company’s Form 10-Qs, as~~commencing ~~filed with the SEC~~ on ~~July 27, 2021 and August 23, 2021, respectively, as well as~~ the ~~Company’s~~date ~~balance~~of ~~sheet included on~~ the ~~Company’s Form~~consummation ~~8-K,~~of ~~as filed with~~ the ~~SEC on March 5~~IPO, ~~2021,~~a ~~and~~total ~~restated~~of ~~on the Form~~ $10~~-Q filed with the SEC on July 27~~,000 ~~2021,~~per ~~certain~~month ~~redemption provisions~~for ~~not~~office ~~solely~~space ~~within~~and ~~the~~administrative ~~control~~support ~~of the Company require common stock subject to redemption to be classified outside of permanent equity~~services. ~~The~~Upon ~~Company had previously classified a portion~~ completion of the ~~common~~Business ~~stock~~Combination inor ~~permanent equity. The Company restated its financial statements to classify all common stock as temporary equity and any related impact~~liquidation, aswe ~~the~~will ~~threshold~~cease inpaying ~~its~~these ~~charter~~monthly ~~would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity~~fees.

~~It is~~Underwriters noted that the non-cash adjustments to the financial statement do not impact the amounts previously reported for our cash and cash equivalents or total assets. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles.Agreement

~~Changes~~The underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, or $9,056,250, held in ~~Internal~~the ~~Control~~Trust ~~over~~Account ~~Financial~~upon ~~Reporting~~the completion of the initial Business Combination subject to the terms of the underwriting agreement.

~~We have~~ITEM ~~commenced~~3. ~~our~~QUANTITATIVE ~~remediation~~AND ~~efforts~~QUALITATIVE inDISCLOSURES ~~connection~~ABOUT ~~with~~MARKET ~~the identification of the material weakness discussed above and have taken the following steps during the quarter ended September 30, 2021:~~RISK

●Not Werequired ~~have~~for ~~implemented~~smaller ~~procedures~~reporting ~~intended to ensure that we identify and apply the applicable accounting guidance to all complex transactions~~companies. ~~● We are establishing additional monitoring and oversight controls designed to ensure the accuracy and completeness of our condensed financial statements and related disclosures.~~

While we took considerable action to remediate the material weakness, such remediation has not been fully evidenced. Accordingly, we continue to test our controls implemented in the second quarter to assess whether our controls are operating effectively. While there can be no assurance, we believe our material weakness will be remediated during the course of fiscal 2021.22

~~Other than~~ITEM ~~the~~4. ~~changes~~CONTROLS ~~discussed~~AND above, there have been no changes to our internal control over financial reporting during the quarter ended September 30, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.PROCEDURES

25Evaluation of Disclosure Controls and Procedures

~~PART~~Disclosure controls and procedures are controls IIand –other ~~OTHER~~procedures ~~INFORMATION~~that are designed to ensure that information required to be disclosed in our reports filed or submitted under Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

~~ITEM~~As required by Rules 13a-15 and 15d-15 under the 1Exchange Act, our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures under the supervision of our Chief Executive Officer and our Chief Financial Officer and concluded that our disclosure controls and procedures are not effective as of March 31, 2022 because of the identification of a material weakness in our internal control over financial reporting relating to the accounting treatment for complex financial instruments. ~~LEGAL~~A ~~PROCEEDINGS~~material weakness, as defined in the SEC regulations, is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. This material weakness resulted in the restatement of the Company’s audited financial statement as of January 20, 2021 and unaudited financial statements as of and for the periods ended March 31, 2021 and June 30, 2021.

~~None~~Management has enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our updated processes 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.

~~ITEM 1A.~~Changes ~~RISK~~in ~~FACTORS.~~Internal Control over Financial Reporting

~~Other than~~We ~~disclosed below, there~~ have ~~been~~commenced noour ~~material~~remediation ~~changes~~efforts ~~from the risk factors previously disclosed~~ in ~~the Company’s final prospectus,~~connection ~~as filed~~ with the ~~SEC~~identification onof ~~February 1, 2021, and in~~ the ~~Form~~material ~~10-Q~~weakness ~~for~~discussed ~~the~~above ~~Quarterly Period ended March 31, 2021, dated July 27, 2021~~ and ~~filed~~ ~~with~~have ~~the~~taken ~~SEC on July 27, 2021, and in~~ the ~~Form~~following ~~10-Q~~steps ~~for~~during the ~~Quarterly~~quarter ~~Period~~ ended ~~June~~March 3031, ~~2021, dated August 23, 2021 and filed~~ ~~with the SEC on August 23, 2021.~~2022:

● We have ~~identified~~implemented aprocedures ~~material~~intended ~~weakness~~to inensure ~~our~~that ~~internal control over financial reporting as of September 30, 2021. If~~ we ~~are~~identify ~~unable to develop~~ and ~~maintain~~apply anthe ~~effective~~applicable ~~system~~accounting ofguidance ~~internal control over financial reporting, we may not be able~~ to ~~accurately~~all ~~report~~complex ~~our~~transactions. ~~financial results~~● inWe aare ~~timely~~establishing ~~manner,~~additional ~~which~~monitoring ~~may~~and ~~adversely~~oversight ~~affect~~controls ~~investor~~designed ~~confidence~~to inensure usthe ~~and~~accuracy ~~materially~~ and ~~adversely~~completeness ~~affect~~of our ~~business~~condensed financial statements and ~~operating~~ ~~results~~related disclosures.

~~After consultation~~While ~~with~~we ~~our~~took ~~management,~~considerable ~~our~~action ~~audit~~to ~~committee identified, in light of~~ remediate the ~~reclassification~~material ofweakness, ~~the~~such ~~reclassification~~remediation ofhas ~~our~~not ~~redeemable Class~~been Afully ~~common~~evidenced. ~~stock as temporary equity~~Accordingly, awe ~~material~~continue ~~weakness~~to intest our ~~internal~~ controls ~~over~~implemented ~~financial~~in ~~reporting~~the second ~~relating~~quarter to assess whether our ~~accounting for~~controls ~~complex~~are ~~financial~~operating ~~instruments~~effectively. AWhile ~~material~~there ~~weakness~~can isbe ano ~~deficiency~~assurance, orwe abelieve ~~combination~~our ~~of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a~~ material ~~misstatement of our annual or interim financial statements will~~weakness ~~not~~will be ~~prevented,~~remediated orduring ~~detected~~the ~~and~~course ~~corrected~~of onfiscal ~~a timely basis~~2022.

~~Effective internal~~Other ~~controls~~than ~~are~~the ~~necessary~~changes ~~for~~discussed usabove, ~~to provide reliable financial reports and prevent fraud. Measures to remediate material weaknesses~~there ~~may~~have bebeen ~~time-consuming and costly and there is~~ no ~~assurance~~changes ~~that such initiatives will ultimately have the intended effects. If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability~~ to ~~prevent or detect a misstatement of~~ our ~~accounts~~internal orcontrol ~~disclosures~~over ~~that could result in a material misstatement of our annual or interim~~ financial ~~statements. In~~reporting ~~such~~during ~~case,~~the wequarter ~~may~~ended beMarch ~~unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements~~31, ~~investors~~2022 ~~may lose confidence in our financial reporting and our share price may decline. We cannot assure you~~ that ~~the~~materially ~~measures we have taken to date~~affected, or ~~any~~are ~~measures~~reasonably welikely ~~may~~to ~~take~~materially ~~in the future~~affect, ~~will~~our beinternal ~~sufficient to~~control ~~avoid~~over ~~potential~~financial ~~future material weaknesses~~reporting.

As a result of the material weakness in our internal controls over financial reporting described above, the change in accounting for our redeemable Class A common stock, and other matters raised or that may in the future be raised by the SEC, we may face for the prospect of litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial reporting and the preparation of our financial statements, any of which claims could result in adverse effects to our business. As of the date hereof, we have no knowledge of any such litigation or dispute.23

26PART II – OTHER INFORMATION

ITEM 2 1. ~~UNREGISTERED~~LEGAL ~~SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~PROCEEDINGS.

~~Use of Proceeds~~None.

~~On January 20,~~ITEM ~~2021, we consummated our initial public offering of 25,875,000 units, including 3,375,000 units issued pursuant to the exercise of the underwriters’ over-allotment option in full~~1A. ~~Each~~RISK ~~unit consists of one share of Class A common stock, par value $0~~FACTORS.0001 per share, and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $258,750,000. On January 20, 2021, simultaneously with the consummation of our initial public offering, we completed the private sale of an aggregate of 7,175,000 warrants at a purchase price of $1.00 per private placement warrant, to Class Acceleration Sponsor LLC (“Sponsor”), generating gross proceeds of $7,175,000.

~~Following the~~Other ~~closing~~than ofdisclosed ~~our initial public offering on January 20~~below, ~~2021,~~there ~~a total~~have ofbeen no ~~$258,750,000~~material ~~comprised~~changes ~~of $253,575,000 of the proceeds~~ from the ~~IPO~~risk ~~and~~factors ~~$5,175,000~~previously ofdisclosed ~~the~~in ~~proceeds of~~ the ~~sale~~Company’s ofAnnual ~~the~~Report ~~Private~~on ~~Placement~~Form ~~Warrants, was placed in a U.S.~~10-~~based trust account maintained by Continental Stock Transfer & Trust Company~~K, ~~acting~~ as ~~trustee.~~filed ~~The~~with ~~proceeds held in~~ the ~~trust account may be invested by the trustee~~SEC ~~only~~on inMarch U.S. government securities with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act21, ~~as amended~~2022.

~~There has~~We ~~been~~have noidentified a material ~~change~~weakness in our ~~the~~internal ~~planned~~control ~~use~~over financial reporting as of ~~the~~March ~~proceeds~~31, ~~from~~2022. ~~our~~If ~~initial~~we ~~public~~are ~~offering~~unable to develop and ~~the~~maintain ~~private~~an ~~placement~~effective assystem isof ~~described~~internal incontrol ~~the~~over ~~Company’s~~financial ~~final~~reporting, ~~prospectus~~we ~~related~~may not be able to accurately report our ~~initial~~financial ~~public~~results ~~offering~~in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

~~ITEM~~After consultation with our management, our audit 3committee identified, in light of the reclassification of the reclassification of our redeemable Class A common stock as temporary equity, a material weakness in our internal controls over financial reporting relating to our accounting for complex financial instruments. ~~DEFAULTS~~A material ~~UPON~~weakness ~~SENIOR~~is ~~SECURITIES~~a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

~~None~~Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. Measures to remediate material weaknesses may be time-consuming and costly and there is no assurance that such initiatives will ultimately have the intended effects. If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our share price may decline. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

~~ITEM~~As a result of the material weakness in our internal 4controls over financial reporting described above, the change in accounting for our redeemable Class A common stock, and other matters raised or that may in the future be raised by the SEC, we may face for the prospect of litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial reporting and the preparation of our financial statements, any of which claims could result in adverse effects to our business. ~~MINE~~As ~~SAFETY~~of ~~DISCLOSURES~~the date hereof, we have no knowledge of any such litigation or dispute.

~~Not~~Changes in laws or regulations, or a failure ~~applicable~~to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations.

~~ITEM~~We are subject to laws and regulations enacted 5by national, regional, and local governments. ~~OTHER~~In ~~INFORMATION~~particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination and results of operations.

~~None~~On March 30, 2022, the SEC issued proposed rules relating to, among other items, disclosures in business combination transactions involving SPACs and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which special purpose acquisition companies (“SPACs”) could become subject to regulation under the Investment Company Act of 1940, as amended, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. These rules, if adopted, whether in the form proposed or in a revised form, may increase the costs of and the time needed to negotiate and complete an initial business combination, and may constrain the circumstances under which we could complete an initial business combination.

2724

ITEM 6 2. ~~EXHIBITS~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q~~None.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Link base 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)

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

* Filed herewithNone. ** Furnished.

28ITEM 4. MINE SAFETY DISCLOSURES.

~~SIGNATURE~~Not applicable.

~~Pursuant to~~ITEM ~~the~~5. ~~requirements~~OTHER ~~of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~INFORMATION.

Dated: January 14, 2022	CLASS ACCELERATION CORP.
	By:	/s/ Joseph E. Parsons
		Joseph E. Parsons
		Co-Executive Chairman, Treasurer and Director
		(Principal Executive Officer)

None.

Dated: January 14, 2022	By:	/s/ Robert C. Daugherty
		Robert C. Daugherty
		Co-Executive Chairman, Secretary and Director
		(Principal Financial and Accounting Officer)

29ITEM 6. EXHIBITS.

The following exhibits are filed as part of, or false --12-31 Q3 2021 0001826855 0001826855 2021-01-01 2021-09-30 0001826855 us-gaap:CommonClassAMember 2022-01-14 0001826855 us-gaap:CommonClassBMember 2022-01-14 0001826855 2021-09-30 0001826855 2020-12-31 0001826855 us-gaap:CommonClassAMember 2021-09-30 0001826855 us-gaap:CommonClassAMember 2020-12-31 0001826855 us-gaap:CommonClassBMember 2021-09-30 0001826855 us-gaap:CommonClassBMember 2020-12-31 0001826855 2021-07-01 2021-09-30 0001826855 2020-08-24 2020-09-30 0001826855 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2020-12-31 0001826855 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2020-12-31 0001826855 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001826855 us-gaap:RetainedEarningsMember 2020-12-31 0001826855 us-gaap:ParentMember 2020-12-31 0001826855 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-01-01 2021-03-31 0001826855 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-01-01 2021-03-31 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No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Link base 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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 16, 2022	CLASS ACCELERATION CORP.

	By:	/s/ Joseph E. Parsons
		Joseph E. Parsons
		Co-Executive Chairman, Treasurer and Director
		(Principal Executive Officer)

Dated: May 16, 2022	By:	/s/ Robert C. Daugherty
		Robert C. Daugherty
		Co-Executive Chairman, Secretary and Director
		(Principal Financial and Accounting Officer)

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