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

Clarim Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-39954		85-3812991
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~245 Fifth~~155 ~~Avenue,~~East ~~Suite~~44th ~~1500~~Street, 18th Floor

New York, NY ~~10016~~10017

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (917) 636-7925

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-third of one Redeemable Warrant	CLRMU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	CLRM	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share	CLRMW	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share	CLRMW	The Nasdaq Stock Market LLC

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 ~~November~~May 1920, ~~2021~~2022, there were 28,750,000 shares of Class A common stock, par value $0.0001 per share and 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, of the registrant issued and outstanding.

CLARIM ACQUISITION CORP.

Quarterly Report on Form 10-Q

Table of Contents

PART I. FINANCIAL INFORMATION		1	1
Item 1.	Financial Statements	1	1
	Condensed Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020	1
	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021		1
	Unaudited Condensed Statement of Operations for the three and nine months ended September 31, 2021	2
	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2022 and 2021		2
	Unaudited Condensed Statement of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2021	3
	Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2022 and 2021		3
	Unaudited Condensed Statement of Cash Flows for the three and nine months ended September 30, 2021	4
	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021		4
	Notes to Unaudited Condensed Financial Statements	5	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25	23
Item 4.	Controls and Procedures	25	24
PART II. OTHER INFORMATION		26	25
Item 1.	Legal Proceedings	26	25
Item 1A.	Risk Factors	26	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27	26
Item 3.	Defaults Upon Senior Securities	27	26
Item 4.	Mine Safety Disclosures	27	26
Item 5.	Other Information	27	26
Item 6.	Exhibits	28	27
SIGNATURES		29	28

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CLARIM ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	September 30, 2021			December 31, 2020
	March 31, 2022			December 31, 2021
	(Unaudited)
Assets
Current asset - cash	$	~~216~~125,~~777~~669		$	-107,125
Prepaid expenses		~~393~~326,~~463~~904			-392,500
Due from Sponsor		-			-
Total current assets		452,573			499,625
Deferred offering costs		-			106,575
Prepaid expenses, non-current		—			31,185
Total current assets		610,240			106,575
Cash and marketable securities held in Trust Account		287,802,433			287,589,794
Prepaid expenses, non-current		130,116			-
Total Assets	$	288,255,006		$	288,120,604
Cash and securities held in Trust Account		287,558,584			-
Liabilities, Redeemable Common Stock and Stockholders’ Deficit
Total Assets	$	288,298,940		$	106,575
Liabilities and Stockholders’ Equity
Current liabilities:
Accrued offering costs and expenses	$	416,068		$	1,430
Accounts payable and accrued expenses	$	249,908		$	332,927
Due to related party		8,000			-
Accrued franchise tax		186,160			200,000
Promissory note - related party		442			81,575
Due to related party		8,000			8,000
Total current liabilities		424,510			83,005
Promissory note – related party		442			442
Warrant liability		9,145,000			-
Convertible promissory notes – related party		46,500			—
Deferred legal and professional fee		715,469			-
Accrued professional fees		742,563			739,841
Deferred underwriting discount		10,062,500			-
Total current liabilities		1,233,573			1,281,210
Total liabilities		20,347,480			83,005
Warrant liabilities		3,392,500			9,292,500
Deferred underwriting discount		10,062,500			10,062,500
Total liabilities		14,688,573			20,636,210
Commitments and Contingencies
Class A common stock subject to possible redemption, 28,750,000 shares and no shares at redemption value at September 30, 2021 and December 31, 2020, respectively		287,500,000			-
Redeemable Common Stock
Stockholders’ (Deficit) Equity:
Class A common stock subject to possible redemption, 28,750,000 shares at redemption value		287,500,000			287,500,000
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding		-			-
Stockholders’ Deficit:
Class A common stock, $0.0001 par value; 320,000,000 shares authorized;		-			-
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding		—			—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 and 7,187,500 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		719			719
Class A common stock, $0.0001 par value; 320,000,000 shares authorized;		—			—
Additional paid-in capital		-			24,281
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding		719			719
Accumulated deficit		(19,549,259	)		(1,430	)
Additional paid-in capital		—			—
Total stockholders’ (deficit) equity		(19,548,540	)		23,570
Accumulated deficit		(13,934,286	)		(20,016,325	)
Total Liabilities and Stockholders’ (Deficit) Equity	$	288,298,940		$	106,575
Total stockholders’ deficit		(13,933,567	)		(20,015,606	)
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit	$	288,255,006		$	288,120,604

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

CLARIM ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	For the three months ended September 30, 2021			For the nine months ended September 30, 2021
	For the three months ended March 31,
Operating costs	$	1,433,999		$	2,009,443
	2022			2021
Loss from operations		(1,433,999	)		(2,009,443	)
Operating costs	$	284,100		$	184,073
Loss from operations		(284,100	)		(184,073	)
Other income (expense)
Trust interest income		23,672			58,584
Change in fair value of warrant liabilities		5,900,000			4,018,333
Bank interest income		16			43
Change in fair value of convertible promissory notes – related party		253,500			—
Warrant issuance costs		-			(530,059	)
Interest income on marketable securities held in Trust Account		212,639			18,447
Unrealized gain (loss) on change in fair value of warrants		3,149,167			5,413,333
Warrant issuance costs		—			(530,059	)
Total other income		3,172,855			4,941,901
Total other income, net		6,366,139			3,506,721
Net income	$	16,~~738~~082,~~856~~039		$	23,~~932~~322,~~458~~648
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		28,750,000			2518,~~274~~208,~~725~~333
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.0517		$	0.0913
Basic and diluted weighted average shares outstanding, Class B, non-redeemable common stock		7,187,500			76,~~074~~843,~~176~~750
Basic and diluted net income per share, Class B, non-redeemable common stock	$	0.0517		$	0.0913

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

CLARIM ACQUISITION CORP.

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

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

	Class A Common Stock				Class B Common Stock					Additional Paid-in			Accumulated			Stockholders’ Equity
	Class B Common Stock				Additional Paid-in		Accumulated			Stockholders’
	Shares		Amount		~~Shares~~Capital		~~Amount~~Deficit			~~Capital~~Deficit			~~Deficit~~			~~(Deficit)~~
Balance as of December 31, 2020		-	$	-		7,187,500	$	719		$	24,281		$	(1,430	)	$	23,570
Balance as of December 31, 2021		7,187,500		719		—		(20,016,325	)	$	(20,015,606	)
Sale of 5,166,667 Private Placement Warrants on February 2, 2021, net of fair value of private warrant, restated		-		-		-		-			2,583,333			-			2,583,333
Net income		—		—		—		6,082,039			6,082,039
Remeasurement of Class A common stock under ASC 480-10-S99, restated		-		-		-		-			(2,607,614	)		(22,480,287	)		(25,087,901	)
Balance as of March 31, 2022		7,187,500	$	719	$	—	$	(13,934,286	)	$	(13,933,567	)
Net income		-		-		-		-			-			3,322,648			3,322,648
Balance as of March 31, 2021, restated		-		-		7,187,500		719			-			(19,159,069	)		(19,158,350	)
Net loss		-		-							-			(2,129,046	)		(2,129,046	)
Balance as of June 30, 2021, restated		-		-		7,187,500		719			-			(21,288,115	)		(21,287,396	)
Net income		-		-							-			1,738,856			1,738,856
Balance as of September 30, 2021		-	$	-		7,187,500	$	719		$	-		$	(19,549,259	)	$	(19,548,540	)

~~The accompanying~~ THREE ~~notes~~MONTHS ~~are~~ENDED anMARCH ~~integral~~31, ~~part of these unaudited condensed financial statements.~~2021

	Class B Common Stock				Additional Paid-in			Accumulated			Stockholders’ Equity
	Shares		Amount		Capital			Deficit			(Deficit)
Balance as of December 31, 2020		7,187,500		719		24,281			(1,430	)		23,570

Excess of proceeds over fair value of private placement warrants		—		—		2,583,333			—			2,583,333

Remeasurement of Class A common stock under ASC 480-10-S99		—		—		(2,607,614	)		(22,480,287	)		(25,087,901	)

Net income		—		—		—			3,322,648			3,322,648
Balance as of March 31, 2021		7,187,500	$	719	$	—		$	(19,159,069	)	$	(19,158,350	)

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

~~UNAUDITED CONDENSED STATEMENT OF CASH FLOWS~~3

	For Nine Months Ended September 30, 2021
Cash flows from operating activities:
Net income	$	2,932,458
Adjustments to reconcile net income to net cash used in operating activities:
Warrant issuance costs		530,059
Decrease in fair value of warrants		(5,413,333	)
Interest earned on cash and marketable securities held in Trust Account		(58,584	)
Changes in current assets and liabilities:
Prepaid expenses		(523,579	)
Deferred legal and professional fee		715,469
Accrued offering costs and expenses		552,580
Due to related party		8,000
Net cash used in operating activities		(1,256,929	)
Cash Flows from Investing Activities:
Investment held in Trust Account		(287,500,000	)
Net cash used in investing activities		(287,500,000	)
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriters’ fees		281,750,000
Proceeds from private placement warrants		7,750,000
Repayment to promissory note to related party		(112,500	)
Payments of offering costs		(413,794	)
Net cash provided by financing activities		288,973,706
Net change in cash		216,777
Cash, beginning of the period		-
Cash, end of the period	$	216,777
Supplemental disclosures of noncash investing and financing activities
Deferred underwriting commissions charged to additional paid in capital	$	10,062,500
Remeasurement of Class A common stock under ASC 480-10-S99	$	25,087,901
Initial classification of warrant liability at issuance	$	14,558,333
Deferred offering costs paid by Sponsor loan	$	31,367

CLARIM ACQUISITION CORP.

~~The accompanying~~UNAUDITED ~~notes~~CONDENSED ~~are~~STATEMENTS anOF ~~integral~~CASH ~~part of these unaudited condensed financial statements.~~ FLOWS

	For the Three Months ended March 31,
	2022			2021

Cash flows from operating activities:
Net income	$	6,082,039		$	3,322,630
Adjustments to reconcile net income to net cash used in operating activities:
Warrant issuance costs		—			530,059
Change in fair value of warrant liabilities		(5,900,000	)		(4,018,333	)
Change in fair value of convertible promissory notes – related party		(253,500	)		—
Interest earned on cash and marketable securities held in Trust Account		(212,639	)		(18,447	)
Changes in current assets and liabilities:
Prepaid expenses		96,781			(733,275	)
Accounts payable and accrued expenses		(83,019	)		162,587
Accrued franchise tax		(13,840	)		—
Accrued professional fees		2,722			—
Due to related party		—			3,000
Net cash used in operating activities		(281,456	)		(751,779	)

Cash Flows from Investing Activities:
Investment held in Trust Account		—			(287,500,000	)
Net cash used in investing activities		—			(287,500,000	)

Cash flows from financing activities:
Proceeds from promissory note - related party		—			—
Proceeds from convertible promissory notes - related party		300,000			—
Proceeds from initial public offering, net of underwriters’ fees		—			281,750,000
Proceeds from private placement warrants		—			7,750,000
Repayment to promissory note to related party		—			(112,500	)
Payments of offering costs		—			(413,794	)
Net cash provided by financing activities		300,000			288,973,706

Net change in cash		18,544			721,927
Cash, beginning of the period		107,125			—
Cash, end of the period	$	125,669		$	721,927

Supplemental disclosures of noncash investing and financing activities:
Deferred underwriting commissions charged to additional paid in capital	$	—		$	10,062,500
Deferred offering costs paid by Sponsor loan	$	—		$	31,367
Initial fair value of warrant liability	$	—		$	14,558,333
Initial value of shares subject to possible redemption	$	—			287,500,000

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

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~ 4

~~Note~~CLARIM ~~1 -~~ACQUISITION ~~Organization and Business Operations~~CORP.

~~Organization~~NOTES ~~and~~TO ~~General~~UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~Clarim~~Note ~~Acquisition~~1 - ~~Corp.~~Organization (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on November 4, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“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.~~Operations

~~The~~Organization ~~Company~~and ~~has selected December 31 as its fiscal year end.~~ General

AsClarim ofAcquisition ~~September 30, 2021, the Company had not commenced any operations~~Corp. ~~All~~ ~~activity for the period from November 4, 2020~~ (~~inception) through September 30, 2021 relates to~~ the ~~Company’s formation and the initial public offering (~~“~~IPO~~Company”)~~, which~~ is ~~described~~a ~~below,~~blank ~~and,~~check ~~since~~company ~~the~~incorporated ~~closing~~as ~~of the IPO, the search for~~ a ~~prospective~~Delaware ~~initial~~corporation ~~Business Combination.~~on ~~The~~November ~~Company will not generate any operating revenues until after the completion of its initial Business Combination~~4, ~~at the earliest~~2020. The Company ~~will~~was ~~generate~~formed ~~non-operating~~for ~~income in~~ the ~~form~~purpose of ~~interest~~effecting a ~~income~~merger, oncapital ~~cash~~stock ~~and~~exchange, ~~cash~~asset ~~equivalents~~acquisition, ~~from~~stock ~~the proceeds derived from the IPO~~purchase, ~~incur~~reorganization ~~reasonable~~or ~~business~~similar ~~expenses to affect a~~ business combination ~~and~~with ~~will~~one ~~recognize~~or ~~changes in the fair value~~more ofbusinesses ~~warrant liability as other income~~ (~~expense~~“Business Combination”).

~~The~~As of March 31, 2022, the Company had not commenced any operations. All activity for the period from November 4, 2020 (inception) through March 31, 2022 relates to the Company’s ~~sponsor~~formation and the initial public offering (“IPO”), which is ~~Clarim~~described ~~Partners~~below, ~~LLC~~and, since the closing of the IPO, the search for a ~~Delaware~~prospective Business ~~limited~~Combination. ~~liability~~The Company will not generate any operating revenues until after the completion of its Business Combination, at ~~company~~the earliest. The Company generates non-operating income in the form of interest income on cash and marketable securities held in the Trust Account (as defined below), incur reasonable business expenses to affect a Business Combination and will recognize changes in the fair ~~“Sponsor”~~value of warrant liability as other income (expense).

~~Financing~~The Company’s sponsor is Clarim Partners, LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for the Company’s IPO was declared effective on January 28, 2021 (the “Effective Date”). On February 2, 2021, the Company consummated the IPO of 28,750,000 units, including 3,750,000 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 $287,500,000, which is discussed in Note 4 and Note 7.Financing

~~Simultaneously~~The ~~with~~registration ~~the~~statement ~~closing~~for of the Company’s IPO was declared effective on January 28, 2021. On February 2, 2021, the Company consummated the ~~sale~~IPO of 28,750,000 units, 5including 3,~~166~~750,~~667~~000 units pursuant ~~Private~~to ~~Placement~~the ~~Warrants~~exercise of the underwriters’ over-allotment option in full, (the “~~Private~~Units” ~~Placement~~and, ~~Warrants”)~~with atrespect ato ~~price~~the shares of ~~$1.50~~common ~~per~~stock ~~Private~~included ~~Placement Warrant~~ in athe ~~private~~Units ~~placement~~being tooffered, the ~~Sponsor~~“public shares”), ~~generating~~at ~~total~~$10.00 per Unit, generating gross proceeds of $7287,~~750~~500,000, which is discussed in Note 3 and Note 7.

~~Transaction~~Simultaneously ~~costs~~with ~~amounted~~the toclosing ~~$16~~of the IPO,~~226,294~~ ~~consisting~~the Company ofconsummated $the sale of 5,~~750~~166,~~000~~667 private placement warrants (the “Private Placement Warrants”) at a price of ~~underwriting~~$1.50 per ~~discount,~~Private ~~$10,062,500~~Placement ofWarrant ~~deferred~~in ~~underwriting~~a ~~fees,~~private ~~and~~placement ~~$413~~to the Sponsor,~~794~~ ofgenerating ~~other~~total ~~offering~~gross ~~costs~~proceeds of $7,750,000.

~~Trust~~Transaction ~~Account~~costs amounted to $16,226,294 consisting of $5,750,000 of underwriting discount, $10,062,500 of deferred underwriting fees, and $413,794 of other offering costs.

Following the closing of the IPO on February 2, 2021, $287,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account, which may only be invested in U.S. “government securities”, within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions of 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 tax obligations, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company’s initial Business Combination, (b) the redemption of any shares of the Company’s Class A common stock sold in the IPO (the “public shares”) properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within 24 months from the closing of the IPO (the “Combination Period”) or (ii) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 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 which would have priority over the claims of the Company’s public stockholders.

5Following the closing of the IPO on February 2, 2021, $287,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account, which may only be invested in U.S. “government securities”, within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions of 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 tax obligations, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company’s Business Combination, (b) the redemption of any shares of the Company’s Class A common stock sold in the IPO properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within 24 months from the closing of the IPO (the “Combination Period”) or (ii) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 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 which would have priority over the claims of the Company’s public stockholders.

~~Initial Business Combination~~5

~~The~~Initial ~~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 net balance in the Trust Account (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company’s ~~will~~Business ~~provide~~Combination ~~its~~must be ~~public~~with ~~stockholders~~one ~~with~~or ~~the~~more ~~opportunity to~~target ~~redeem~~businesses ~~all~~that ortogether have a ~~portion~~fair ofmarket ~~their~~value ~~public~~equal ~~shares~~to ~~upon~~at ~~the~~least 80% ~~completion~~ of the ~~initial~~net ~~Business~~balance ~~Combination either (i)~~ in ~~connection~~the ~~with~~Trust aAccount ~~stockholder~~(excluding ~~meeting~~the ~~called~~amount toof ~~approve~~deferred ~~the~~underwriting ~~initial~~discounts ~~Business~~held ~~Combination~~and ortaxes ~~(ii)~~payable ~~without~~on athe ~~stockholder~~income ~~vote~~earned byon ~~means~~the ofTrust aAccount) ~~tender offer.~~at ~~The~~the ~~decision~~time asof ~~to whether~~ the ~~Company~~signing ~~will~~an ~~seek~~agreement ~~stockholder~~to ~~approval~~enter ofinto a ~~proposed initial~~ Business Combination. orHowever, ~~conduct~~the aCompany ~~tender offer~~ will beonly ~~made~~complete bya ~~the~~Business ~~Company,~~Combination if ~~solely~~the inpost-Business ~~its~~Combination ~~discretion.~~company ~~The~~owns ~~stockholders~~or ~~will~~acquires 50% beor ~~entitled~~more toof ~~redeem~~the ~~their~~outstanding ~~shares~~voting ~~for~~securities aof ~~pro~~the ~~rata~~target ~~share~~or ofotherwise ~~the~~acquires ~~aggregate~~a ~~amount~~controlling ~~then~~interest ~~on deposit~~ in the ~~Trust~~target ~~Account~~sufficient ~~(initially~~for ~~approximately~~it ~~$10.00~~not ~~per~~to ~~share,~~be ~~plus~~required ~~any~~to ~~pro~~register ~~rata~~as ~~interest~~an ~~earned on~~investment company under the ~~funds~~Investment Company ~~held~~Act inof 1940, as amended (the ~~Trust~~“Investment ~~Account~~Company ~~and~~Act”). ~~not~~There ~~previously~~is ~~released~~no toassurance that the Company will be able to ~~pay~~successfully effect ~~its~~a ~~tax~~Business ~~obligations)~~Combination.

The ~~shares~~Company ofwill ~~common~~provide ~~stock~~its ~~subject~~public tostockholders with ~~redemption~~the ~~will~~opportunity beto ~~recorded~~redeem ~~at a~~all ~~redemption~~or ~~value~~a ~~and~~portion ~~classified~~of astheir ~~temporary~~public ~~equity~~shares upon the completion of the ~~IPO,~~Business inCombination ~~accordance~~either (i) in connection with ~~Accounting~~a ~~Standards~~stockholder ~~Codification~~ meeting called to approve the Business Combination or (~~“ASC”~~ii) ~~Topic~~without ~~480~~a ~~“Distinguishing~~stockholder ~~Liabilities~~vote ~~from~~by ~~Equity~~means of a tender offer.” InThe ~~such~~decision ~~case,~~as to whether the Company will ~~proceed~~seek ~~with~~stockholder approval of a proposed Business Combination ifor conduct a tender offer will be made by the Company, ~~has~~solely ~~net~~in ~~tangible~~its ~~assets~~discretion. ofThe atstockholders ~~least~~will ~~$5,000,001~~be ~~upon~~entitled ~~such~~to ~~consummation~~redeem oftheir shares for a ~~Business~~pro ~~Combination~~rata ~~and,~~share of ifthe aggregate amount then on deposit in the ~~Company~~ ~~seeks~~Trust ~~stockholder~~Account ~~approval~~(initially approximately $10.00 per share, aplus ~~majority~~any ofpro rata interest earned on the ~~issued~~funds ~~and~~held ~~outstanding~~in ~~shares~~the ~~voted~~Trust ~~are~~Account ~~voted~~and innot ~~favor~~previously ofreleased to the ~~Business~~Company ~~Combination~~to pay its tax obligations).

IfThe ~~the~~shares ~~Company~~of iscommon ~~unable~~stock subject to ~~complete its initial Business Combination~~redemption ~~within~~will ~~the~~be ~~Combination~~recorded ~~Period,~~at ~~the~~a ~~Company~~redemption ~~will:~~value ~~(i)~~and ~~cease~~classified ~~all~~as ~~operations~~temporary ~~except~~equity ~~for~~upon the ~~purpose~~completion of ~~winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem~~ the ~~public shares~~IPO, ~~at a per-share price, payable~~ in ~~cash,~~accordance ~~equal~~with ~~to the~~Accounting ~~aggregate~~Standards ~~amount~~Codification ~~then~~(“ASC”) onTopic ~~deposit~~480 in“Distinguishing ~~the~~Liabilities ~~Trust~~from ~~Account,~~Equity.” ~~including~~In ~~interest~~such ~~earned~~case, on the ~~funds~~Company ~~held~~will proceed inwith ~~the~~a ~~Trust~~Business ~~Account~~Combination ~~and~~if ~~not previously released to~~ the Company tohas ~~pay~~net ~~its~~tangible ~~taxes~~assets ~~(less~~of upat toleast $~~100~~5,000,001 either ofimmediately ~~interest~~prior to ~~pay~~or upon consummation ~~dissolution expenses), divided by the number~~ of ~~then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including~~ the ~~right to~~Business ~~receive~~Combination ~~further liquidating distributions, if any),~~ and ~~(iii)~~after aspayment ~~promptly as reasonably possible following such redemption, subject to the approval~~ of ~~the~~deferred ~~Company~~underwriter’s ~~remaining~~fees ~~stockholders~~ and ~~board~~commissions; ofif ~~directors,~~the ~~liquidate~~Company ~~and~~seeks stockholder ~~dissolve~~approval, ~~subject~~a inmajority ~~each~~of ~~case to~~ the ~~Company’s obligations~~issued ~~under~~and ~~Delaware~~outstanding ~~law~~shares tovoted ~~provide~~are ~~for~~voted ~~claims~~in favor of ~~creditors and~~ the ~~requirements~~Business ~~of other applicable law~~Combination.

~~The~~If ~~sponsor,~~the ~~officers~~Company ~~and~~is ~~directors~~unable ~~have agreed~~ to ~~(i)~~complete ~~waive~~its ~~their~~Business ~~redemption~~Combination ~~rights~~within ~~with~~the ~~respect~~Combination toPeriod, ~~their shares of~~ the Company’s ~~Class~~will: ~~B common stock and shares of Class A common stock issued upon conversion thereof~~ (~~the “founder shares”~~i) ~~and~~cease ~~public~~all ~~shares~~operations inexcept ~~connection~~for ~~with~~ the ~~completion~~purpose of ~~the~~winding ~~initial Business Combination~~up, (ii) as promptly ~~waive~~as ~~their~~reasonably ~~redemption~~possible ~~rights~~but ~~with~~not ~~respect~~more tothan ~~their~~ten ~~founder~~business ~~shares~~days ~~and~~thereafter, redeem the public shares, inat ~~connection with~~ a ~~stockholder~~per-share ~~vote~~price, topayable ~~approve~~in cash, anequal ~~amendment~~ to the ~~Company’s~~aggregate ~~amended~~amount ~~and~~then ~~restated~~on ~~certificate~~deposit ofin ~~incorporation~~the ~~(A)~~Trust toAccount, ~~modify~~including ~~the~~interest ~~substance~~earned oron ~~timing of~~ the ~~Company’s obligation~~funds toheld ~~provide~~in ~~for~~ the ~~redemption~~Trust ofAccount and ~~the~~not ~~public~~previously ~~shares~~released into ~~connection~~the ~~with~~Company anto ~~initial~~pay ~~Business~~its ~~Combination~~taxes or(less up to ~~redeem~~ $100% ,000 of ~~the~~ ~~public~~interest ~~shares~~to ifpay ~~the~~dissolution ~~Company~~expenses), ~~does~~divided by ~~not~~the ~~complete~~number ~~the~~of ~~initial~~then ~~Business~~outstanding ~~Combination~~public ~~within~~shares, ~~the~~which ~~Combination~~redemption ~~Period~~will orcompletely ~~(B)~~extinguish ~~with~~public ~~respect to~~stockholders’ ~~any~~rights ~~other~~as ~~material~~stockholders (including ~~provisions~~the ~~relating~~right to ~~stockholder’s~~receive ~~rights~~further orliquidating ~~pre-initial~~distributions, ~~Business~~if ~~Combination activity~~any), and (iii) ~~waive~~as ~~their~~promptly ~~rights to~~as ~~liquidating~~reasonably ~~distributions~~possible ~~from~~following ~~the~~such redemption, ~~Trust~~subject ~~Account with respect~~ to ~~their~~the ~~founder~~approval ~~shares~~of if the Company’s ~~fails~~remaining tostockholders ~~complete~~and ~~the~~board ~~initial Business~~of ~~Combination~~directors, ~~within~~liquidate ~~the~~and ~~Combination Period~~dissolve, ~~and~~subject in ~~(iv)~~each ~~vote~~case ~~any~~to ~~founder~~the ~~shares~~Company’s ~~held~~obligations byunder ~~them~~Delaware ~~and~~law ~~any~~to ~~public~~provide ~~shares~~for ~~purchased~~claims ~~during or~~of ~~after~~creditors ~~the Proposed Public Offering (including in open market~~ and ~~privately-negotiated~~the ~~transactions)~~requirements ~~in favor~~ of ~~the~~other ~~Company’s initial~~applicable ~~Business Combination~~law.

The ~~Company’s~~sponsor, ~~Sponsor~~officers ~~has~~and ~~agreed~~directors ~~that~~have ~~it will be liable to the Company~~agreed ~~if and~~ to ~~the~~(i) ~~extent~~waive ~~any~~their ~~claims~~redemption byrights awith ~~third~~respect ~~party for services rendered or products sold~~ to ~~the~~their ~~Company,~~shares orof ~~a prospective target business with which~~ the Company’s ~~has~~Class ~~entered~~B ~~into~~common astock ~~written~~and ~~letter~~shares of ~~intent,~~Class ~~confidentiality~~A orcommon stock ~~similar~~issued ~~agreement~~upon orconversion ~~Business~~thereof ~~Combination~~(the ~~agreement, reduce~~“founder ~~the~~shares”) ~~amount~~and ofpublic ~~funds~~shares in ~~the~~connection ~~Trust~~with ~~Account~~the tocompletion ~~below~~of the ~~lesser~~Business Combination, of (iii) ~~$10.00~~waive ~~per~~their ~~public~~redemption ~~share~~rights ~~and~~with ~~(ii)~~respect ~~the~~to ~~actual~~their ~~amount~~founder ~~per~~shares and public ~~share~~ ~~held~~shares in ~~the~~connection ~~Trust~~with ~~Account~~a asstockholder vote ofto ~~the~~approve ~~date~~an ofamendment ~~the~~to ~~liquidation of~~ the ~~Trust~~Company’s ~~Account,~~amended ifand ~~less~~restated ~~than~~certificate ~~$10.00~~of ~~per~~incorporation ~~share~~(A) ~~due~~ to ~~reductions in~~modify the ~~value~~substance or timing of the ~~trust~~Company’s ~~assets,~~obligation ~~less~~to ~~taxes~~provide ~~payable,~~for ~~provided~~the ~~that~~redemption ~~such~~of ~~liability~~the ~~will~~public ~~not~~shares ~~apply~~in toconnection ~~any~~with ~~claims by~~ a ~~third~~Business ~~party~~ Combination or ~~prospective target~~to ~~business~~redeem 100% ~~who~~of ~~executed~~the apublic ~~waiver~~shares ofif ~~any~~the ~~and~~Company ~~all~~does ~~rights~~not tocomplete the ~~monies~~Business ~~held~~Combination inwithin the ~~Trust~~Combination ~~Account~~Period ~~(whether~~ or ~~not such waiver is enforceable),~~ ~~nor~~(B) ~~will~~with itrespect ~~apply~~ to any ~~claims~~other ~~under~~material ~~the~~provisions ~~Company~~relating to stockholder’s ~~indemnity~~rights ofor ~~the~~pre-initial ~~underwriters~~Business ofCombination ~~the~~activity, (iii) ~~IPO~~waive ~~against~~their ~~certain~~rights ~~liabilities,~~to ~~including~~liquidating ~~liabilities under~~distributions from the ~~Securities~~Trust ~~Act.~~Account ~~However,~~with ~~the~~respect ~~Company~~to ~~has~~their ~~not~~founder ~~asked~~shares ~~its~~if ~~Sponsor~~the Company fails to ~~reserve~~complete ~~for~~the ~~such~~Business ~~indemnification~~Combination ~~obligations,~~within ~~nor has~~ the ~~Company~~ ~~independently~~Combination ~~verified~~Period, ~~whether~~and ~~its~~(iv) ~~Sponsor~~vote ~~has~~any ~~sufficient~~founder ~~funds~~shares toheld ~~satisfy~~by ~~its~~them ~~indemnity obligations~~ and ~~believe~~any ~~that~~public ~~the Company’s~~shares ~~Sponsor’s~~purchased ~~only~~during ~~assets~~or ~~are~~after ~~securities of~~ the ~~Company.~~Proposed ~~Therefore,~~Public ~~the~~Offering ~~Company~~(including ~~cannot~~in ~~assure~~open ~~that~~market ~~its~~and ~~Sponsor~~privately-negotiated ~~would~~transactions) bein ~~able~~favor toof ~~satisfy those~~the ~~obligations~~Company’s Business Combination.

6The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

~~Liquidity and Capital Resources~~6

~~As of September 30~~Liquidity, ~~2021,~~Capital ~~the~~Resources ~~Company had approximately $0.2 million in its operating bank account,~~ and ~~working~~Going ~~capital of approximately $0.24 million.~~Concern

~~Prior~~As ~~to the completion~~ of ~~the~~March ~~Initial~~31, ~~Public Offering~~2022, the Company~~’s liquidity~~ ~~needs~~ had ~~been satisfied through a payment from the Sponsor of~~ $25125,~~000~~669 in ~~(see~~its ~~Note~~operating 6)bank ~~for the Founder Shares to cover certain offering costs~~account, and ~~the~~a ~~loan~~working ~~under~~capital andeficit ~~unsecured promissory note from the Sponsor~~ of $~~112~~781,~~942 (see Note 6). The Company fully paid the note to the Sponsor on February 11~~000, ~~2021.~~including ~~Subsequent~~franchise totax the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Accountpayable.

InPrior ~~addition,~~to inthe ~~order~~completion toof ~~finance~~the ~~transaction~~IPO, ~~costs~~the inCompany’s liquidity ~~connection~~needs ~~with~~ had been satisfied through a ~~Business~~payment ~~Combination,~~from the ~~Company’s~~ Sponsor orof an$25,000 (see ~~affiliate~~Note of5) for the ~~Sponsor~~Founder orShares to cover certain offering ofcosts, and the ~~Company’s~~loan ~~officers~~under ~~and~~an ~~directors~~unsecured ~~may~~promissory note from the Sponsor of $112,942 (see ~~but~~Note 5). The Company repaid $112,500 ~~are~~on ~~not~~the ~~obligated~~note to the Sponsor on February 11, ~~provide~~2021. Subsequent to the ~~Company~~consummation ~~Working~~of ~~Capital~~the ~~Loans~~IPO and Private Placement, asthe ~~defined~~Company’s liquidity ~~below~~needs ~~(see~~have ~~Note~~been ~~6).~~satisfied Tothrough ~~date,~~the ~~there~~proceeds ~~were~~from nothe ~~amounts~~consummation ~~outstanding~~of the Private Placement not held in the Trust Account ~~under~~and ~~any~~promissory ~~Working~~notes ~~Capital~~(see ~~Loans~~Note 5).

~~The~~In ~~Company~~addition, ~~also~~in ~~subsequently~~order ~~entered~~to ~~into~~finance atransaction costs ~~promissory~~in ~~note~~connection with ~~the Sponsor~~a onBusiness ~~November 19~~Combination, ~~2021 pursuant to which~~ the Company’s ~~may~~Sponsor ~~draw~~or ~~down~~an ~~capital~~affiliate toof ~~fund~~the ~~its~~Sponsor ~~working capital needs~~ or incertain ~~connection~~of ~~with~~ the ~~initial~~Company’s officers ~~business~~and ~~combination~~directors may, upbut toare anot ~~total~~obligated ~~principal amount in aggregate of up~~ to ~~$750~~,~~000.~~ ~~The~~provide ~~Sponsor has also informally agreed to commit additional funding as and if necessary and agreed with~~ the Company ofWorking upCapital ~~to $250~~Loans,~~000~~ ~~upon~~as ~~similar~~defined ~~terms~~below ~~and~~(see ~~conditions~~Note ~~as the foregoing promissory note~~5).

~~Based~~On onNovember ~~the foregoing~~19, ~~management~~2021 ~~believes~~and ~~that~~March 31, 2022, the Company ~~will~~issued ~~have~~two promissory ~~sufficient~~notes ~~working~~with ~~capital~~the ~~and~~Sponsor, ~~borrowing~~pursuant ~~capacity~~ to ~~meet~~which ~~its needs through~~ the ~~earlier~~Company ofmay ~~the~~draw ~~consummation~~down ofcapital ato ~~Business~~fund ~~Combination or~~its ~~one~~working ~~year~~capital ~~from~~needs ~~this~~or ~~filing.~~in ~~Over~~connection ~~this~~with ~~time~~the Business ~~period~~Combination, ~~the~~up ~~Company~~to ~~will~~a betotal ~~using~~principal ~~these~~amount ~~funds~~of ~~for~~$1,350,000. ~~paying~~The ~~existing~~Sponsor ~~accounts~~has ~~payable,~~also ~~identifying and~~informally ~~evaluating~~agreed ~~prospective~~to ~~initial~~commit ~~Business~~additional ~~Combination candidates~~funding, as ~~performing~~and ~~due~~if ~~diligence~~necessary, onof ~~prospective~~up ~~target~~to ~~businesses~~$500,000 upon ~~paying for~~similar ~~travel~~terms ~~expenditures,~~and ~~selecting~~conditions as the ~~target~~foregoing ~~business~~promissory tonote. ~~merge~~At ~~with~~March or31, ~~acquire~~2022, ~~and~~an aggregate ~~structuring~~of $300,000 ~~negotiating~~has ~~and~~been ~~consummating~~drawn ~~the~~against ~~Business Combination~~these promissory notes.

~~Note~~Over 2this ~~– Restatement~~time period through the earlier of ~~Previously~~the ~~Issued~~consummation of ~~Financial~~a ~~Statements~~Business Combination or February 2, 2023, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

InThe ~~connection~~Company ~~with~~cannot ~~the~~guarantee ~~preparation~~that ofit ~~the~~will have ~~Company’s~~sufficient ~~financial~~resources ~~statements~~to asexecute ofits ~~September 30,~~business ~~2021~~plan. Accordingly, ~~management~~the ~~determined~~Company itmay ~~should~~need ~~restate~~to ~~its~~raise ~~previously~~additional ~~reported~~capital ~~financial statements.~~through ~~The~~loans ~~Company~~or ~~previously~~additional investments ~~determined~~from ~~common~~its ~~stock~~Sponsor, ~~subject~~stockholders, toofficers, ~~possible~~directors, ~~redemption~~or ~~(“Public~~third ~~Shares”)~~parties. toIf bethe ~~equal~~Company ~~to the~~is ~~redemption~~unable ~~value~~to ofraise ~~$10.00~~additional ~~per~~capital, it ~~common~~may ~~stock~~be ~~while~~required ~~also~~to ~~taking~~take ~~into~~additional ~~consideration~~measures ~~its~~to ~~charter’s~~conserve ~~requirement~~liquidity. ~~that~~The aCompany ~~redemption~~ cannot ~~result~~provide inany ~~net~~assurance ~~tangible~~that ~~assets~~new ~~being~~financing ~~less~~will be ~~than~~available ~~$5,000,001.~~to ~~Upon~~it ~~review~~on ofcommercially ~~its~~acceptable ~~financial~~terms. ~~statements~~As ~~for~~of the ~~period~~date ~~ended~~of ~~September 30,~~this ~~2021~~Report, the Company ~~reevaluated~~is ~~the~~within ~~classification~~12 months of ~~the~~its ~~Public~~mandatory ~~Shares~~liquidation date ~~and~~of ~~determined~~February ~~that~~2, ~~the~~2023. ~~Public~~In ~~Shares~~connection ~~issued~~with ~~during~~ the ~~IPO and~~Company’s ~~pursuant~~assessment ~~to the exercise~~ of ~~the~~going ~~underwriters’~~concern ~~overallotment~~considerations ~~can~~in beaccordance ~~redeemed~~with orAccounting Standards ~~become~~Update ~~redeemable~~(“ASU”) ~~subject~~2014-15, to“Disclosures ~~the occurrence~~ of ~~future~~ ~~events~~Uncertainties ~~considered~~about ~~outside~~an ~~the Company~~Entity’s ~~control~~Ability ~~under~~to ~~ASC~~Continue ~~480-10-S99.~~as ~~Therefore~~a Going Concern,” management ~~concluded~~is uncertain that ~~all of~~ the ~~Public Shares~~Company ~~should~~will be ~~classified~~able asto ~~temporary~~consummate ~~equity~~a inBusiness ~~its~~Combination ~~entirety. As~~by athis ~~result,~~time. ~~management~~If ~~has noted~~ a ~~reclassification adjustment~~Business ~~related~~Combination tois ~~temporary~~not ~~equity~~consummated ~~and~~by ~~permanent~~this ~~equity.~~date, ~~This~~there ~~resulted~~will inbe ana ~~adjustment~~mandatory toliquidation ~~the~~and ~~initial~~subsequent ~~carrying~~dissolution ~~value~~ of the ~~Public~~Company. ~~Shares with~~Management ~~the~~has ~~offset~~determined ~~recorded~~that tothese ~~additional~~conditions ~~paid-in~~raises ~~capital~~substantial ~~(to~~doubt about the ~~extent~~Company’s ~~available),~~ability ~~accumulated~~to ~~deficit~~continue ~~and~~as ~~common~~a ~~stock~~going concern.

InNo ~~connection~~adjustments ~~with~~have ~~the~~been ~~change~~made into ~~presentation~~the carrying ~~for~~amounts ~~the~~of ~~Public~~assets ~~Shares~~or ,liabilities should the Company ~~also~~be ~~revised~~required ~~its earnings per share calculation~~ to ~~allocate~~liquidate ~~net~~after ~~income~~February ~~(loss)~~2, ~~on a pro rata basis to Class A and Class B common stock~~2023. ~~This presentation shows both classes of common stock share pro rata in the income (loss) of the Company.~~

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impact was material to its previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements as of February 2, 2021, March 31, 2021 and June 30, 2021 should be restated because of a misapplication in the guidance around complex accounting for financial instruments and should no longer be relied upon. The Company is reporting the restatements to those periods in this Quarterly Report.7

7Note 2 - Significant Accounting Policies

~~Impact~~Basis of ~~the Restatement~~Presentation

The ~~impact~~accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the ~~restatement~~rules onand regulations of the ~~Company’s~~SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the financial statements for the periods presented. Operating results for the period for the three months isended ~~reflected~~March in31, 2022 are not necessarily indicative of the ~~following~~results ~~table~~that may be expected through December 31, 2022.

Balance Sheet as of February 2, 2021 (per Form 8-K filed on February 8, 2021)	As Previously Reported			Restatement Adjustment			As Restated
Shares Subject to Redemption	$	259,479,510		$	28,020,490		$	287,500,000
Stockholders’ equity (deficit)
Class A Common Stock	$	280		$	(280	)	$	-
Class B Common Stock	$	719		$	-		$	719
Additional Paid in Capital	$	5,539,923		$	(5,539,923	)	$	-
Accumulated Deficit	$	(540,920	)	$	(22,480,287	)	$	(23,021,207	)
Total Stockholders’ Equity (Deficit)	$	5,000,002		$	(28,020,490	)	$	(23,020,488	)
Number of shares subject to redemption		25,947,951			2,802,049			28,750,000

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report filed on Form 10-K filed by the Company with the SEC on April 14, 2022.

Balance Sheet as of March 31, 2021 (per Form 10-Q filed on May 24, 2021)	As Previously Reported		Restatement Adjustment			As Restated
Shares Subject to Redemption	$	263,341,640	$	24,158,360		$	287,500,000
Stockholders’ equity (deficit)
Class A Common Stock	$	242	$	(242	)	$	-
Class B Common Stock	$	719	$	-		$	719
Additional Paid in Capital	$	1,677,831	$	(1,677,831	)	$	-
Retained Earnings (Accumulated Deficit)	$	3,321,218	$	(22,480,287	)	$	(19,159,069	)
Total Stockholders’ Equity (Deficit)	$	5,000,010	$	(24,158,360	)	$	(19,158,350	)
Number of shares subject to redemption		26,334,164		2,415,836			28,750,000

Emerging Growth Company Status

Statement of Changes in Stockholders’ (Deficit) Equity for the three months ended March 31, 2021	As Previously Reported			Restatement Adjustment			As Restated
Sale of 28,750,000 Units through public offering and over-allotment,	$	287,500,000		$	(287,500,000	)	$	-
Sale of 5,166,667 Private Placement Warrants	$	7,750,000		$	(7,750,000	)	$	-
Underwriting fee	$	(5,750,000	)	$	5,750,000		$	-
Deferred underwriting fee	$	(10,062,500	)	$	10,062,500		$	-
Offering costs	$	(413,794	)	$	413,794		$	-
Initial classification of warrant liability	$	(14,558,333	)	$	14,558,333		$	-
Reclassification of offering costs related to warrants	$	530,059		$	(530,059	)	$	-
Change in Class A common stock subject to possible redemption	$	(263,341,640	)	$	263,341,640		$	-
Subsequent remeasurement under ASC 480-10-S99 against additional paid-in capital	$	-		$	(2,607,641	)	$	(2,607,641	)
Subsequent remeasurement under ASC 480-10-S99 against accumulated deficit	$	-		$	(22,480,287	)	$	(22,480,287	)

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.

8Further, 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.

Statement of Cash flows for the three months ended March 31, 2021	As Previously Reported			Restatement			As Restated
Initial value of shares subject to possible redemption	$	259,479,510		$	(28,020,490	)	$	287,500,000
Change in value of shares subject to possible redemption	$	3,862,130		$	(3,862,130	)	$	-
Balance Sheet as of June 30, 2021 (per Form 10-Q filed on August 20, 2021)
Shares Subject to Redemption	$	261,212,600		$	26,287,400		$	287,500,000
Stockholders’ equity (deficit)
Class A Common Stock	$	263		$	(263	)	$	-
Class B Common Stock	$	719		$	-		$	719
Additional Paid in Capital	$	3,806,850		$	(3,806,850	)	$	-
Retained Earnings (Accumulated Deficit)	$	1,192,172		$	(22,480,287	)	$	(21,288,115	)
Total Stockholders’ Equity (Deficit)	$	5,000,004		$	(26,287,400	)	$	(21,287,396	)
Number of shares subject to redemption		26,121,260			2,628,740			28,750,000
Statement of Operations for the three months ended March 31, 2021 (per Form 10-Q filed on May 24, 2021)
Basic and diluted weighted average shares outstanding, common stock subject to redemption		16,433,702			1,774,631			18,208,333
Basic and diluted weighted average shares outstanding, common stock not subject to redemption		8,962,131			(2,118,381	)		6,843,750
EPS - Redeemable Shares	$	-		$	0.13		$	0.13
EPS - Non-Redeemable Shares	$	0.37		$	(0.24	)	$	0.13
Statement of Operations for the three and six months ended June 30, 2021 (per Form 10-Q filed on August 20, 2021)
Three months
Basic and diluted weighted average shares outstanding, common stock subject to redemption		26,334,164			2,415,836			28,750,000
Basic and diluted weighted average shares outstanding, common stock not subject to redemption		9,603,336			(2,415,836	)		7,187,500
EPS - Redeemable Shares		-			(0.06	)		(0.06	)
EPS - Non-Redeemable Shares		(0.22	)		0.16			(0.06	)
Six months
Basic and diluted weighted average shares outstanding, common stock subject to redemption		21,411,282			2,097,005			23,508,287
Basic and diluted weighted average shares outstanding, common stock not subject to redemption		9,284,505			(2,267,930	)		7,016,575
EPS - Redeemable Shares	$	-		$	0.04		$	0.04
EPS - Non-Redeemable Shares	$	0.13		$	(0.09	)	$	0.04

Use of Estimates

Statement of Changes in Stockholders’ (Deficit) Equity for the three months ended June 30, 2021		As Previously Reported				Restatement Adjustment				As Restated
Change in Class A common stock subject to possible redemption		$	2,129,040			$	(2,129,040	)		$	-

The preparation of the 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 condensed financial statements. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Statement of Cash flows for the six months ended June 30, 2021	As Previously Reported		Restatement			As Restated
Initial value of shares subject to possible redemption	$	259,479,510	$	(28,020,490	)	$	287,500,000
Change in value of shares subject to possible redemption	$	1,733,090	$	(1,733,090	)	$	-

Cash and Cash Equivalents

9The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021.

~~Note~~Cash 3and -Securities ~~Significant~~Held ~~Accounting~~in ~~Policies~~Trust Account

~~Basis~~Investment held in Trust Account consist of ~~Presentation~~United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

~~The~~A ~~accompanying~~decline ~~unaudited~~in ~~condensed~~the ~~financial~~market ~~statements~~value ~~are~~of ~~presented~~held-to-maturity insecurities ~~U.S.~~below ~~dollars~~cost inthat ~~conformity~~is ~~with~~deemed ~~accounting~~to ~~principles~~be ~~generally~~other ~~accepted~~than temporary, results in ~~the~~an ~~United~~impairment ~~States~~that ofreduces ~~America~~the ~~(“GAAP”)~~carrying ~~for~~costs ~~financial~~to such securities’ ~~information~~fair ~~and~~value. ~~pursuant~~The toimpairment ~~the~~is ~~rules~~charged ~~and~~to ~~regulations~~earnings ofand ~~the~~a ~~SEC.~~new ~~Accordingly,~~cost ~~they~~basis dofor ~~not~~the ~~include~~security ~~all~~is ofestablished. ~~the~~To ~~information~~determine ~~and~~whether ~~footnotes~~an impairment ~~required~~is byother ~~GAAP.~~than Intemporary, the ~~opinion~~Company ofconsiders ~~management,~~whether it has the ~~unaudited~~ability ~~condensed~~and ~~financial~~intent ~~statements~~to ~~reflect~~hold ~~all~~the ~~adjustments,~~investment ~~which~~until ~~include~~a ~~only~~market price recovery ~~normal~~and ~~recurring~~considers ~~adjustments~~whether ~~necessary~~evidence ~~for~~indicating the ~~fair~~cost ~~statement~~ of the ~~balances~~investment ~~and~~is ~~results~~recoverable ~~for~~outweighs ~~the~~evidence ~~periods~~to ~~presented~~the contrary. ~~Operating~~Evidence ~~results~~considered in this assessment includes the reasons for the ~~three~~impairment, the severity and ~~nine~~the ~~months~~duration ~~ended~~of ~~September~~the 30impairment, ~~2021~~changes ~~are~~in ~~not~~value ~~necessarily~~subsequent to ~~indicative~~year-end, forecasted performance of the ~~results~~investee, ~~that~~and ~~may~~the begeneral ~~expected~~market ~~through~~condition ~~December 31,~~in the geographic area or industry the investee ~~2021~~operates in.

~~The~~Premiums ~~accompanying~~and ~~unaudited~~discounts ~~condensed~~are ~~financial~~amortized ~~statements~~or ~~should be~~accreted ~~read~~over inthe ~~conjunction~~life ~~with~~of the ~~audited~~related ~~financial~~held-to-maturity ~~statements~~security ~~and~~as ~~notes~~an ~~thereto~~adjustment ~~included~~to inyield using the ~~final~~effective-interest ~~prospectus~~method. ~~filed~~Such byamortization and ~~the~~accretion ~~Company~~is ~~with~~ included in the ~~SEC~~“Trust ~~February~~interest 1,income” ~~2021,~~line ~~and~~item in the ~~Company’s~~statements ~~annual~~of ~~report~~operations. ~~filed~~Trust oninterest ~~Form~~income is ~~10-K~~recognized when earned.

~~Emerging Growth Company Status~~8

~~The~~Fair ~~Company~~Value ~~is an “emerging growth company,” as defined in Section 2(a)~~ of ~~the~~Financial 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.Instruments

~~Further,~~The ~~Section~~fair ~~102(b)(1)~~value of the ~~JOBS~~Company’s ~~Act exempts emerging growth~~assets ~~companies~~and ~~from~~liabilities, ~~being~~which ~~required~~qualify toas ~~comply with new or revised~~ financial ~~accounting~~instruments ~~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)~~FASB ~~are~~ASC ~~required~~820, to“Fair ~~comply~~Value ~~with~~Measurements ~~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 companiesDisclosures, ~~the Company, as an emerging growth company,~~” ~~can~~approximates ~~adopt~~ the ~~new~~carrying oramounts ~~revised~~represented ~~standard~~in at the ~~time~~condensed ~~private~~balance ~~companies~~sheets, ~~adopt~~primarily ~~the~~due ~~new~~to orits ~~revised~~short-term ~~standard~~nature. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Use~~Fair ofValue ~~Estimates~~Measurements

The ~~preparation~~fair value of ~~these~~the ~~unaudited~~Company’s ~~condensed~~assets and liabilities, which qualify as financial ~~statements~~instruments inunder ASC Topic 820, “Fair Value Measurement,” approximates the carrying ~~conformity~~amounts ~~with~~represented USin ~~GAAP~~the ~~requires~~accompanying ~~management~~balance sheet, primarily due to ~~make~~their ~~estimates~~short-term ~~and~~nature. ~~assumptions~~Fair ~~that~~value ~~affect~~is defined as the ~~reported~~price ~~amounts~~that would be received for sale of ~~assets~~an ~~and~~asset ~~liabilities and~~or ~~disclosure~~paid for transfer of ~~contingent~~a ~~assets~~liability, ~~and~~in ~~liabilities~~an atorderly transaction between market participants at the measurement date. ofGAAP establishes a three-tier fair value hierarchy, which prioritizes the ~~unaudited~~inputs ~~condensed~~used ~~financial~~in ~~statements~~measuring fair value. The ~~Actual~~hierarchy ~~results~~gives ~~could~~the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) ~~differ~~and ~~from~~the ~~those~~lowest ~~estimates~~priority to unobservable inputs (Level 3 measurements). These tiers include:

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

~~The~~● ~~Company~~Level ~~considers~~2, ~~all~~defined ~~short-term~~as ~~investments~~inputs ~~with~~other anthan ~~original~~quoted ~~maturity of~~prices ~~three~~in ~~months~~active markets that are either directly or ~~less~~indirectly ~~when~~observable ~~purchased~~such toas bequoted ~~cash~~prices ~~equivalents.~~for ~~The~~similar ~~Company~~instruments ~~did~~in ~~not~~active ~~have~~markets ~~any~~or ~~cash~~quoted ~~equivalents~~prices asfor ofidentical ~~September~~or ~~30,~~similar ~~2021 and~~instruments ~~December~~in ~~31,~~markets ~~2020.~~that are not active; and

10● 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.

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

~~Investment~~The ~~held~~fair invalue ~~Trust Account consist~~ of ~~United~~the ~~States~~Company’s ~~Treasury~~certain ~~securities.~~assets ~~The~~and ~~Company~~liabilities, ~~classifies~~which ~~its~~qualify ~~United~~as ~~States~~financial ~~Treasury~~instruments ~~securities~~under asASC ~~held-to-maturity~~820, in“Fair ~~accordance~~Value ~~with~~Measurements ~~FASB~~and ~~ASC~~Disclosures,” approximates ~~Topic~~the ~~320~~carrying ~~“Investments -~~amounts ~~Debt~~represented ~~and~~in ~~Equity~~the ~~Securities~~balance sheet.” ~~Held-to-maturity~~The ~~securities~~fair ~~are~~values ~~those~~of ~~securities~~cash ~~which~~and ~~the~~cash ~~Company~~equivalents, ~~has~~prepaid ~~the~~expenses, ~~ability~~accounts payable and ~~intent~~accrued toexpenses ~~hold until~~are ~~maturity.~~estimated ~~Held-~~to~~-maturity~~ ~~treasury~~approximate ~~securities~~the ~~are~~carrying ~~recorded~~values atas ~~amortized~~of ~~cost~~March 31, 2022 and ~~adjusted~~December ~~for~~31, ~~the~~2021 ~~amortization~~due orto ~~accretion~~the ofshort ~~premiums~~maturities orof ~~discounts~~such instruments.

AThe ~~decline~~Company’s inwarrant ~~the~~liability ~~market~~for ~~value of held-to-maturity securities below~~the ~~cost~~private ~~that~~placement warrants is ~~deemed~~based toon bea ~~other~~valuation ~~than~~model ~~temporary,~~utilizing ~~results~~management injudgment anand ~~impairment~~pricing ~~that~~inputs ~~reduces~~from ~~the~~observable ~~carrying~~and ~~costs to such securities’ fair value.~~unobservable ~~The~~markets ~~impairment~~with isless ~~charged~~volume ~~to earnings~~ and atransaction ~~new~~frequency ~~cost~~than ~~basis~~active ~~for the security is established~~markets. ToSignificant ~~determine~~deviations ~~whether~~from anthese ~~impairment~~estimates ~~is other than temporary, the Company considers whether it has the ability~~ and ~~intent~~inputs tocould result ~~hold~~in ~~the investment until~~ a ~~market~~material ~~price~~change ~~recovery~~in ~~and~~fair ~~considers whether~~value. ~~evidence~~The ~~indicating~~fair ~~the~~value ~~cost~~ of the ~~investment~~warrant liability is ~~recoverable~~classified ~~outweighs~~as ~~evidence~~level ~~to the contrary~~3. ~~Evidence~~See ~~considered~~Note in6 ~~this assessment includes the reasons~~ for ~~the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end,~~additional ~~forecasted~~information ~~performance~~on ofassets ~~the investee,~~ and ~~the~~liabilities ~~general~~measured ~~market~~at ~~condition~~fair ~~in the geographic area or industry the investee operates in~~value.

~~Premiums~~Concentration ~~and discounts are amortized or accreted over the life~~ of ~~the related~~Credit held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “Trust interest income” line item in the statements of operations. Trust interest income is recognized when earned.Risk

~~Fair~~Financial ~~Value~~instruments ~~Measurements~~that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

~~The~~Common ~~fair~~Stock ~~value~~Subject 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~~Possible 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) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:Redemption

●The ~~Level~~Company 1,accounts ~~defined~~for asits ~~observable~~common ~~inputs~~stock ~~such~~subject to aspossible ~~quoted~~redemption ~~prices~~in accordance with the guidance in Accounting Standards Codification (~~unadjusted~~“ASC”) ~~for~~Topic ~~identical~~480 ~~instruments~~“Distinguishing Liabilities infrom ~~active~~Equity.” ~~markets;~~Common ●stock ~~Level~~subject 2,to ~~defined~~mandatory redemption (if any) is classified as ~~inputs~~a ~~other~~liability ~~than~~instrument ~~quoted~~and ~~prices~~is measured inat ~~active~~fair ~~markets~~value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within ~~directly~~the orcontrol ~~indirectly~~of ~~observable~~the ~~such~~holder asor ~~quoted~~subject ~~prices~~to ~~for~~redemption ~~similar~~upon ~~instruments~~the inoccurrence ~~active~~of ~~markets~~uncertain orevents ~~quoted~~not ~~prices~~solely ~~for~~within ~~identical~~the orCompany’s control) ~~similar~~is ~~instruments~~classified inas ~~markets~~temporary ~~that~~equity. ~~are~~At ~~not~~all ~~active;~~other ~~and~~times, ●common ~~Level~~stock 3,is ~~defined~~classified as ~~unobservable~~stockholders’ ~~inputs~~deficit. inThe ~~which~~Company’s common ~~little~~stock orfeature nocertain ~~market~~redemption ~~data~~rights ~~exists,~~that ~~therefore~~is ~~requiring~~considered anto ~~entity~~be outside of the Company’s control and subject to ~~develop~~the ~~its~~occurrence of ~~own~~uncertain ~~assumptions~~future events. Accordingly, ~~such~~common asstock ~~valuations~~subject ~~derived~~to ~~from~~possible ~~valuation~~redemption ~~techniques~~is inpresented ~~which~~at ~~one~~redemption orvalue ~~more~~as ~~significant~~temporary ~~inputs~~equity, outside orof ~~significant~~the ~~value~~stockholders’ ~~drivers~~deficit ~~are~~section ~~unobservable~~of the Company’s balance sheets.

11The 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.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.9

~~The fair~~Net ~~value~~Income ofPer ~~the~~Share Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of ~~cash~~Common ~~and cash equivalents, prepaid expenses, accounts payable and accrued expenses are estimated to approximate the carrying values as of September 30, 2021 due to the short maturities of such instruments.~~Stock

The Company’s ~~warrant~~has ~~liability~~two ~~for~~classes ~~the~~of ~~private~~common ~~placement~~stock, which ~~warrants~~are isreferred ~~based~~to onas aClass ~~valuation~~A ~~model~~common ~~utilizing~~stock ~~management~~and ~~judgment~~Class ~~and~~B ~~pricing inputs~~common ~~from~~stock. ~~observable~~Earnings and ~~unobservable~~losses ~~markets~~are ~~with~~shared ~~less~~pro ~~volume~~rata ~~and~~between ~~transaction~~the ~~frequency~~two ~~than~~classes of ~~active markets~~shares. ~~Significant~~The 14,750,000 potential ~~deviations~~common stock for outstanding warrants to purchase the Company’s stock were excluded from ~~these~~diluted ~~estimates~~earnings per share for the three months ended March 31, 2022 because the warrants are contingently exercisable, and ~~inputs~~the contingencies ~~could~~have ~~result~~not inyet been met. As a ~~material~~result, ~~change~~diluted innet ~~fair~~income ~~value.~~(loss) ~~The~~per ~~fair~~common ~~value~~stock ofis the ~~warrant~~same ~~liability~~as isbasic ~~classified~~net income (loss) per ascommon ~~level~~stock 3for the periods. ~~See~~The ~~Note~~table 7below ~~for~~presents ~~additional~~a ~~information~~reconciliation onof ~~assets~~the numerator and ~~liabilities~~denominator ~~measured~~used atto ~~fair~~compute ~~value.~~basic and diluted net income (loss) per share for each class of common stock:

Concentration of Credit Risk

	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 stock:
Numerator:
Allocation of net income	$	4,865,631		1,216,408	$	2,414,964	$	907, 684
Denominator:
Weighted-average shares outstanding		28,750,000		7,187,500		18,208,333		6,843,750
Basic and diluted net income per share	$	0.17		0.17	$	0.13	$	0.13

~~Financial instruments~~Offering ~~that~~Costs ~~potentially~~associated ~~subject~~with the ~~Company~~Initial toPublic concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.Offering

~~Common~~The Company complies with the requirements of ~~Stock~~the ~~Subject~~ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date. Offering costs are allocated to ~~Possible~~the ~~Redemption~~separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A common stock were charged to temporary equity upon the completion of the IPO.

~~The Company~~Derivative ~~accounts~~Financial for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable 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, common stock is classified as stockholders’ equity. The Company’s 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, 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.Instruments

The Company ~~recognizes~~evaluates ~~changes~~its infinancial ~~redemption~~instruments to ~~value~~determine ~~immediately~~if such instruments are derivatives or contain features that qualify as ~~they~~embedded ~~occur~~derivatives in accordance with ASC Topic 815, “Derivatives and ~~adjusts~~Hedging”. ~~the~~Derivative ~~carrying~~instruments are recorded at fair value ofon ~~redeemable~~the ~~common~~grant ~~stock~~date toand re-valued at each ~~equal~~reporting date, with changes in the ~~redemption~~fair value atreported in the ~~end~~statements of ~~each~~operations. ~~reporting~~Derivative ~~period.~~assets ~~Increases~~and orliabilities ~~decreases~~are inclassified on the ~~carrying~~balance ~~amount~~sheet as current or non-current based on whether or not net-cash settlement or conversion of ~~redeemable~~the ~~common~~instrument ~~stock~~could be required ~~are~~within ~~affected~~12 bymonths ~~charges~~of ~~against~~the ~~additional~~balance ~~paid~~sheet indate. ~~capital~~The ~~and~~Company ~~accumulated~~has ~~deficit~~determined the warrants are a derivative instrument.

12FASB 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.

~~Net Income~~Convertible ~~Per~~Promissory ~~Common~~Notes ~~Share~~– Related Party

The Company ~~has~~accounts ~~two~~for ~~classes~~its ofconvertible ~~common~~promissory ~~stock,~~notes ~~which~~under ~~are referred to~~ASC as815, ~~Class~~Derivatives ~~A common stock~~ and ~~Class~~Hedging B(“ASC ~~common stock~~815”). ~~Earnings~~Under ~~and~~815-15-25, ~~losses~~the ~~are~~election ~~shared~~can ~~pro~~be ~~rata~~at ~~between~~ the ~~two~~inception ~~classes~~ of ~~shares.~~a ~~The~~financial ~~14,750,000~~instrument ~~potential~~to ~~common~~account ~~shares~~ for ~~outstanding~~the ~~warrants~~instrument tounder ~~purchase~~ the ~~Company’s~~fair ~~stock~~value ~~were~~option ~~excluded~~under ~~from~~ASC ~~diluted~~825. ~~earnings~~The ~~per~~Company ~~share~~has ~~for the~~made ~~three~~such ~~and~~election ~~nine~~for ~~months~~their ~~ended~~convertible ~~September~~promissory notes. ~~30,~~Using ~~2021 because~~ the ~~warrants~~fair ~~are~~value ~~contingently exercisable~~option, ~~and~~ the ~~contingencies~~convertible ~~have~~promissory ~~not~~notes ~~yet been~~are ~~met.~~required Asto abe ~~result,~~recorded ~~diluted~~at ~~net~~their ~~income~~initial ~~per~~fair ~~common~~value ~~share~~on is the ~~same~~date of asissuance, ~~basic~~and ~~net~~each ~~income~~balance ~~per~~sheet ~~common~~date ~~share for the periods~~thereafter. ~~The~~Changes ~~table below~~in ~~presents~~the aestimated ~~reconciliation~~fair value of the ~~numerator~~notes ~~and~~are ~~denominator~~recognized ~~used~~as toa ~~compute~~non-cash ~~basic~~gain or ~~and~~loss ~~diluted~~in ~~net~~the ~~income~~condensed ~~per~~statements ~~share for each class~~ of ~~common stock:~~operations.

	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 stock:
Numerator:
Allocation of net income	$	1,391,085	$	347,771	$	2,291,177	$	641,281
Denominator:
Weighted-average shares outstanding		28,750,000		7,187,500		25,274,725		7,074,176
Basic and diluted net income per share	$	0.05	$	0.05	$	0.09	$	0.09

Warrants

~~Offering~~The Company accounts for warrants as either equity-classified ~~Costs~~or ~~associated~~liability-classified ~~with~~instruments based on an assessment of the ~~Initial~~warrant’s ~~Public~~specific ~~Offering~~terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

~~The Company~~For ~~complies~~issued ~~with~~or ~~the~~modified ~~requirements~~warrants that meet all of the ~~ASC~~criteria ~~340-10-S99-1~~for ~~and~~equity ~~SEC~~classification, ~~Staff~~the ~~Accounting~~warrants ~~Bulletin~~are ~~(“SAB”)~~required ~~Topic~~to 5Abe -recorded ~~“Expenses~~ as a component of ~~Offering”.~~additional ~~Offering~~paid-in ~~costs~~capital ~~consist~~at ~~principally~~the time of ~~professional~~issuance. ~~and~~For ~~registration~~issued ~~fees~~or ~~incurred~~modified ~~through~~warrants ~~the~~that ~~balance~~do ~~sheet~~not ~~date. Offering~~meet ~~costs~~all ~~are~~of ~~allocated~~the tocriteria ~~the~~for ~~separable~~equity ~~financial~~classification, ~~instruments~~the ~~issued~~warrants inare ~~the~~required to ~~IPO~~be ~~based~~recorded onat atheir ~~relative~~initial fair value ~~basis~~on ~~compared~~the ~~to total~~date ~~proceeds~~of ~~received.~~issuance, ~~Offering~~and ~~costs~~each ~~associated~~balance ~~with~~sheet ~~warrant~~date ~~liabilities~~thereafter. isThe ~~expensed~~Company accounts for the 9,583,333 Public Warrants (Note 3) and 5,166,667 Private ~~offering~~Placement ~~costs~~Warrants ~~associated~~(Note ~~with~~4) ~~the~~as ~~Class A~~liability-classified ~~common~~instruments ~~stock~~which are ~~charged~~fair tovalued at ~~the~~each ~~stockholders’~~reporting ~~equity~~date.

~~Derivative Financial Instruments~~10

~~The Company~~Income evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument.Taxes

~~FASB~~The Company accounts for income taxes (see Note 9) under ASC ~~470-20,~~740 ~~Debt~~Income ~~with~~Taxes ~~Conversion~~(“ASC ~~and~~740”). ~~Other~~ASC ~~Options~~740 ~~addresses~~requires the ~~allocation~~recognition of ~~proceeds~~deferred ~~from~~tax assets and liabilities for both the ~~issuance~~expected impact of ~~convertible~~differences ~~debt~~between ~~into~~the ~~its equity~~financial statement and ~~debt~~tax ~~components.~~basis ~~The~~of ~~Company~~assets ~~applies~~and ~~this~~liabilities ~~guidance~~and tofor ~~allocate~~the ~~IPO~~expected ~~proceeds~~future tax ~~from~~benefit ~~the~~to ~~Units~~be ~~between~~derived ~~Class~~from Atax ~~common~~loss ~~stock~~ and ~~warrants,~~ ~~using~~tax ~~the~~credit ~~residual~~carry ~~method~~forwards. byASC ~~allocating~~740 ~~IPO~~additionally ~~proceeds~~requires ~~first~~a valuation allowance to ~~fair~~be ~~value~~established when ofit ~~the~~is ~~warrants~~more ~~and~~likely ~~then~~than ~~the~~not ~~Class~~that Aall ~~common~~or ~~stock~~a portion of deferred tax assets will not be realized.

13ASC 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.

~~Income~~The Company recognizes accrued interest and penalties ~~Taxes~~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~~Risks ~~accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets~~ and liabilities for both the expected impact of differences between the unaudited condensed 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.Uncertainties

~~ASC 740~~Management ~~also~~continues ~~clarifies~~to evaluate the ~~accounting~~impact ~~for~~of the ~~uncertainty~~COVID-19 inpandemic ~~income~~and ~~taxes~~has ~~recognized~~concluded inthat anwhile ~~enterprise’s~~it ~~unaudited~~is ~~condensed~~reasonably ~~financial~~possible ~~statements and~~that ~~prescribes~~the avirus ~~recognition~~could ~~threshold~~have ~~and~~a ~~measurement~~negative ~~process~~effect ~~for~~on ~~unaudited~~the ~~condensed~~ Company’s financial ~~statement~~position, ~~recognition~~results ~~and measurement~~ of aits ~~tax~~operations, ~~position~~cash ~~taken~~flows and/or ~~expected~~search tofor ~~be taken in~~ a ~~tax~~target ~~return. For those benefits to be recognized~~company, athe ~~tax~~specific ~~position~~impact ~~must~~is ~~be more-likely-than-~~not readily determinable toas beof ~~sustained~~the ~~upon~~date ~~examination~~of bythe ~~taxing~~financial ~~authorities~~statements. ~~ASC~~The ~~740~~financial ~~also~~statements ~~provides~~do ~~guidance~~not oninclude ~~derecognition,~~any ~~classification,~~adjustments ~~interest~~that ~~and penalties,~~might ~~accounting~~result infrom ~~interim~~the ~~period,~~outcome of ~~disclosure~~this ~~and transition~~uncertainty.

The ~~Company~~ ~~recognizes~~credit ~~accrued~~and ~~interest~~financial markets have experienced extreme volatility and ~~penalties~~disruptions ~~related~~due to ~~unrecognized~~the ~~tax~~current ~~benefits~~conflict asbetween ~~income~~Ukraine ~~tax~~and ~~expense~~Russia. ~~There~~The ~~were~~conflict nois ~~unrecognized~~expected to have further global ~~tax~~economic ~~benefits~~consequences, including but not limited to the possibility of severely diminished liquidity and nocredit ~~amounts~~availability, ~~accrued~~declines in ~~for~~consumer ~~interest~~confidence, declines in economic growth, increases in inflation rates and ~~penalties~~uncertainty asabout ofeconomic ~~September~~and 30political stability. In addition, ~~2021~~the United States and ~~December~~other 31countries have imposed sanctions on Russia which increases the risk that Russia, ~~2020~~as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. ~~The~~Any ~~Company~~of isthe ~~currently~~foregoing consequences, ~~not~~including ~~aware~~those ofthe ~~any~~Company ~~issues~~cannot ~~under~~yet ~~review~~predict, ~~that~~may ~~could~~cause ~~result~~the inCompany's ~~significant~~business, ~~payments~~financial condition, ~~accruals~~results orof ~~material~~operations ~~deviation~~and ~~from~~the ~~its~~price of ~~position~~the Company's common stock to be adversely affected.

~~Risks and~~Recent ~~Uncertainties~~Accounting Pronouncements

~~Management continues~~In toAugust ~~evaluate~~2020, the ~~impact~~Financial ofAccounting ~~the~~Standards Board ~~COVID~~(“FASB”) issued Accounting Standards Update (“ASU”) 2020-1906, ~~pandemic~~Debt — Debt with Conversion and ~~has~~Other Options ~~concluded~~(Subtopic ~~that~~470-20) ~~while~~and itDerivatives isand ~~reasonably~~Hedging ~~possible~~— ~~that~~Contracts ~~the~~in ~~virus~~Entity’s ~~could~~Own Equity (Subtopic 815-40) (“ASU 2020-06”) ~~have~~to asimplify ~~negative~~accounting ~~effect~~for oncertain financial instruments. ASU 2020-06 eliminates the ~~Company’s~~current ~~financial~~models ~~position,~~that ~~results~~require separation of ~~its~~beneficial conversion ~~operations,~~and cash ~~flows~~conversion features from convertible instruments and~~/or~~ ~~search~~simplifies ~~for~~the aderivative ~~target~~scope ~~company,~~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 ~~specific~~diluted ~~impact~~earnings per isshare ~~not~~guidance, ~~readily~~including ~~determinable~~the asrequirement ofto use the ~~date~~if-converted ofmethod for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for the ~~condensed~~Company ~~financial~~and ~~statements~~should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The ~~condensed~~Company ~~financial~~is ~~statements do~~currently ~~not~~assessing ~~include~~the ~~any~~impact, ~~adjustments~~if any, that ~~might~~ASU ~~result~~2020-06 ~~from~~would ~~the~~have ~~outcome~~on its financial position, results of ~~this~~operations ~~uncertainty~~or cash flows.

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

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 the Company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.11

~~Management does~~Note ~~not~~3 ~~believe~~- ~~that~~Initial ~~any~~Public ~~recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statement.~~ Offering

~~Note~~Pursuant to the IPO on February 2, 2021, the 4Company sold 28,750,000 Units, including 3,750,000 Units pursuant to the exercise of the underwriters’ over-allotment option ~~Initial~~in ~~Public~~full, ~~Offering~~at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole 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 warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation.

~~Pursuant to~~Following the closing of the IPO on February 2, 2021, ~~the Company sold 28~~$287,~~750~~500,000 ($10.00 per ~~Units,~~Unit) ~~including~~from ~~3,750,000~~the ~~Units~~net ~~pursuant~~proceeds toof the ~~exercise~~sale of the ~~underwriters’ over-allotment~~Units ~~option~~ in ~~full,~~the atIPO aand ~~purchase~~the ~~price~~sale of ~~$10.00~~the ~~per~~Private Placement ~~Unit.~~Warrants ~~Each~~was ~~Unit~~placed ~~consists~~in ofa ~~one~~Trust ~~share~~Account, ofwhich ~~Class~~may Aonly ~~common~~be ~~stock~~invested ~~and~~in ~~one-third of one redeemable warrant~~U.S. ~~Each~~“government ~~whole~~securities”, ~~warrant~~within ~~entitles~~ the meaning ~~holder to purchase one share~~ of ~~Class~~Section ~~A common stock at~~ 2(a)(16) ~~price~~ of ~~$11.50 per~~the ~~share,~~Investment ~~subject~~Company toAct, ~~adjustment.~~having ~~Each~~a ~~warrant~~maturity ~~will become exercisable on the later~~ of 30185 days ~~after~~or ~~the~~less ~~completion of the initial Business Combination~~ or 12in ~~months~~money ~~from~~market ~~the~~funds ~~closing~~meeting certain conditions of ~~the~~Rule ~~IPO~~2a-7 ~~and~~promulgated ~~will~~under ~~expire five years after~~ the ~~completion~~Investment ofCompany ~~the~~Act, ~~initial~~which ~~Business~~invest ~~Combination, or~~only ~~earlier~~in ~~upon~~direct ~~redemption~~U.S. orgovernment ~~liquidation~~treasury obligations.

~~Following~~ All of the 28,750,000 ~~closing~~shares of Class A common stock sold as part of the ~~IPO~~Units onin ~~February~~the 2IPO, ~~2021,~~including ~~$287,500,000~~Units ~~($10.00~~sold ~~per~~upon ~~Unit)~~the ~~from~~exercise of over-allotment by the ~~net~~underwriters, ~~proceeds~~contain a ofredemption feature which allows for the ~~sale~~redemption of ~~the~~such ~~Units~~public shares in ~~the~~connection ~~IPO and~~with the ~~sale~~Company’s ofliquidation, ~~the~~if ~~Private~~there is ~~Placement~~a ~~Warrants~~stockholder ~~was~~vote ~~placed~~or intender aoffer ~~Trust~~in ~~Account,~~connection ~~which~~with ~~may~~the ~~only~~Business beCombination ~~invested~~and in ~~U.S.~~connection ~~“government~~with ~~securities”, within~~certain amendments to the ~~meaning~~Company’s certificate of ~~Section~~incorporation. ~~2(a)(16)~~In ofaccordance ~~the~~with ~~Investment~~SEC ~~Company~~and ~~Act,~~its ~~having~~staff’s aguidance ~~maturity~~on ofredeemable ~~185~~equity ~~days~~instruments, orwhich ~~less~~has orbeen codified in ~~money~~ASC ~~market~~480-10-S99, ~~funds meeting~~redemption ~~certain~~provisions ~~conditions~~not ofsolely ~~Rule~~within ~~2a-7~~the ~~promulgated~~control ~~under~~of the ~~Investment~~ Company ~~Act,~~require ~~which~~common ~~invest~~stock ~~only~~subject into ~~direct~~redemption ~~U.S.~~to ~~government treasury~~be ~~obligations~~classified 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 28,750,000 Class A common stock sold as part~~ of ~~the~~March ~~Units in the IPO~~31, ~~including~~2022 ~~Units~~and ~~sold~~December ~~upon the exercise of over-allotment by the underwriters~~31, ~~contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation~~2021, ~~if there is a stockholder vote or tender offer in connection with~~ the ~~Business~~common ~~Combination~~stock ~~and in connection with certain~~reflected ~~amendments~~on to the ~~Company’s~~balance ~~certificate~~sheets ofare ~~incorporation.~~reconciled ~~In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified~~ in ~~ASC 480-10-S99, redemption provisions not solely within~~ the ~~control~~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	$	287,500,000
Less:
Proceeds allocated to Public Warrants		(9,391,667	)
Issuance costs allocated to Class A common stock		(15,696,234	)
Plus:
Remeasurement of Class A common stock to redemption value		25,087,901
Class A common stock subject to possible redemption as of December 31, 2021	$	287,500,000
Plus:
Remeasurement of Class A common stock to redemption value		—
Class A common stock subject to possible redemption as of at March 31, 2022	$	287,500,000

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

Gross proceeds from IPO	$	287,500,000
Less:
Proceeds allocated to Public Warrants		(9,391,667	)
Issuance costs allocated to class A common stock		(15,696,235	)
Plus:
Accretion of carrying value to redemption value		25,087,902
Interest income		-
Contingently redeemable common stock	$	287,500,000

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 Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates, 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 Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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, the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per share of Class A common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

~~Public Warrants~~12

~~Each whole~~The ~~warrant~~warrants ~~entitles~~will ~~the~~become ~~holder~~exercisable toon ~~purchase one share of~~ the ~~Company’s Class A common stock at a price of $11.50 per share, subject~~later ~~to adjustment as discussed herein. In addition, if (x) the Company issues additional shares~~ of ~~Class~~12 Amonths ~~common~~from ~~stock or equity-linked securities for capital raising purposes in connection with~~ the closing of the ~~initial~~IPO ~~Business Combination at an issue price~~ or ~~effective issue~~30 ~~price~~days ofafter ~~less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by~~ the ~~Company’s~~completion ~~board~~ of ~~directors and, in the case of any such issuance to the Company’s Sponsor or~~ its ~~affiliates,~~Business ~~without taking into account any founder shares held by the Sponsor or its affiliates~~Combination, ~~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~~will ~~thereon,~~expire ~~available for~~five ~~the~~years ~~funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions),~~after ~~and (z)~~ the ~~volume~~completion ~~weighted average trading price~~ of the Company’s ~~common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial~~ Business Combination ~~(such price~~, ~~the~~at ~~“Market~~5:00 ~~Value”) is below $9~~p.~~20 per share~~m., ~~the~~New ~~exercise~~York ~~price~~City ~~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~~time, ~~the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per share of Class A common stock equals~~ or ~~exceeds~~earlier ~~$18.00”~~upon ~~will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share~~ redemption ~~trigger price described adjacent to the caption “Redemption of warrants when the price per share of Class A common Stock equals~~ or ~~exceeds $10~~liquidation.~~00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.~~

15The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. 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.

~~The warrants~~Redemption ~~will become exercisable on the later~~ of 12Warrants ~~months~~When ~~from~~ the ~~closing~~Price ofper ~~the~~Class ~~IPO~~A orCommon ~~30 days after the completion of its initial~~Stock ~~Business~~Equals ~~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~~Exceeds ~~upon redemption or liquidation~~$18.00

~~The Company~~Once ~~will not be obligated to deliver any shares of Class A common stock pursuant to~~ the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants isbecome ~~then effective and a current prospectus relating thereto is current. No warrant will be~~ exercisable ~~and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered~~, ~~qualified or deemed to be exempt under~~ the ~~securities laws of the state of residence of the registered holder of the warrants. In no event will the~~ Company bemay ~~required~~redeem ~~to net cash settle any warrant. In~~ the ~~event that~~outstanding ~~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~~in ~~When~~whole ~~the~~and ~~Price~~not ~~per~~in ~~Class A Common Stock Equals or Exceeds $18.00~~part;

~~Once the~~● ~~warrants~~at ~~become~~a ~~exercisable,~~price ~~the~~of ~~Company~~$0.01 ~~may~~per ~~redeem the outstanding warrants:~~warrant;

● inupon ~~whole~~a ~~and~~minimum ~~not~~of in30 ~~part~~days’ prior written notice of redemption (the “30-day redemption period”); and

● ~~at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ●~~ if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Redemption of Warrants When the Price per 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” (as defined below) of the Class A common stock (as defined below); ● if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per public share for any 20 trading days within the 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders; and ● if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading days before the Company sends notice of redemption to the warrant holders is less than $18.00 per share, the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above.

16● 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” (as defined below) of the Class A common stock (as defined below);

~~If the~~● ~~Company calls the warrants for redemption as described above~~if, the management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, the management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and ~~the~~ ~~dilutive~~only ~~effect on its stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event~~if, ~~each holder would pay~~ the ~~exercise~~closing price ~~by surrendering the warrants for that number~~ of ~~shares of~~ Class A common stock ~~equal~~equals toor ~~the~~exceeds lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrant by (y) the fair market value and (B) 0$10.~~361~~00 per ~~whole~~public ~~warrant.~~share ~~The “fair market value” shall mean the average reported closing price of the Class A common stock~~ for ~~the~~any ~~ten~~20 trading days ~~ending~~within on the ~~third~~ 30-trading day ~~prior~~period toending ~~the~~three ~~date~~trading ondays ~~which~~before the Company sends notice of redemption ~~is sent~~ to the warrant holders; ~~of warrants.~~and

~~Note 5~~ ● if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading days before the Company sends notice of redemption to the warrant holders is less than $18.00 per share, the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above.

~~Simultaneously with~~If the ~~closing~~Company ofcalls the ~~IPO~~warrants for redemption as described above, the ~~Sponsor~~management ~~purchased~~will anhave ~~aggregate~~the ofoption 5to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis,~~166~~ the management will consider,~~667~~ ~~Private~~among other ~~Placement~~factors, ~~Warrants~~the atCompany’s acash ~~price~~position, the number of ~~$1.50~~warrants ~~per~~that ~~Private~~are outstanding and the dilutive effect on its stockholders ~~Placement~~of ~~Warrant~~issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, ~~for~~each anholder would ~~aggregate~~pay ~~purchase~~the exercise price by surrendering the warrants for that number of ~~$7,750,000,~~shares inof aClass ~~private~~A ~~placement~~common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants multiplied by the excess of the “~~Private~~fair ~~Placement~~market value” (defined below) over the exercise price of the warrant by (y) the fair market value and (B) 0.361 per whole warrant. The “fair market value” shall mean the average reported closing price of the Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Each Private Placement Warrant entitles the holder to purchase one share of the Class A common stock at a price of $11.50 per share. The Private Placement Warrants will be non-redeemable in certain circumstances so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants may also be exercised by the Sponsor and its permitted transferees for cash or on a cashless basis. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the Units in the IPO, including as to exercise price, exercisability and exercise period.13

~~The Company’s~~Note Sponsor has agreed to (i) waive its redemption rights with respect to the founder shares and public shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to the founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s public shares in connection with an initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to stockholders’ rights or pre4 -~~initial Business~~ ~~Combination~~Private activity, (iii) waive its rights to liquidating distributions from the Trust Account with respect to the founder shares if the Company fails to complete its initial Business Combination within the Combination Period, although the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any public shares it holds if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any founder shares held by the Sponsor and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the Company’s initial Business Combination. Placement

~~Note~~Simultaneously with the closing of the IPO, the 6Sponsor -purchased ~~Related~~an ~~Party~~aggregate ~~Transactions~~of 5,166,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,750,000, in a private placement (the “Private Placement”).

~~Founder~~Each Private Placement Warrant entitles the holder ~~Shares~~to purchase one share of the Class A common stock at a price of $11.50 per share. The Private Placement Warrants will be non-redeemable in certain circumstances so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants may also be exercised by the Sponsor and its permitted transferees for cash or on a cashless basis. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the Units in the IPO, including as to exercise price, exercisability and exercise period.

InThe Company’s Sponsor has agreed to (i) ~~November~~waive ~~2020,~~its redemption rights with respect to the founder shares and public shares in connection with the completion of the Company’s Business ~~initial~~Combination, ~~stockholders~~(ii) ~~purchased~~waive anits ~~aggregate~~redemption ofrights ~~7,187,500~~with respect to the founder shares ~~for~~and public shares in connection with a ~~capital~~stockholder vote ~~contribution~~to approve an amendment to the Company’s amended and restated certificate of ~~$25,000.~~incorporation (A) to modify the substance or ~~The~~timing ~~founder~~of the Company’s obligation to provide for the redemption of the Company’s public shares ~~include~~in anconnection ~~aggregate~~with a Business Combination or to redeem 100% of upthe Company’s public shares if the Company does not complete its Business Combination within the Combination Period or (B) with respect to ~~937~~any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity,~~500~~ ~~shares~~(iii) ~~subject~~waive its rights to ~~forfeiture~~liquidating distributions from the Trust Account with respect to the founder shares if the Company fails to complete its Business Combination within the ~~over-allotment~~Combination ~~option~~Period, isalthough ~~not~~the ~~exercised~~Sponsor bywill be entitled to liquidating distributions from the ~~underwriters~~Trust inAccount ~~full.~~with ~~Because~~respect ofto any public shares it holds if the ~~underwriters’~~Company ~~fully~~fails ~~exercise~~to ofcomplete the ~~over-allotment~~Business ~~option~~Combination within onthe ~~February~~Combination 2Period, ~~2021,~~and ~~937,500~~(iv) vote any founder shares held by the Sponsor and any public shares purchased during or after the ~~are~~IPO no(including ~~longer~~in ~~subject~~open tomarket ~~forfeiture~~and privately-negotiated transactions) in favor of the Company’s Business Combination.

~~With certain~~Note ~~limited~~5 exceptions, the founder shares are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier 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 reported closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-~~trading~~ ~~day~~Related ~~period~~Party commencing at least 150 days after the Company’s initial Business Combination or (y) the date, following the completion of the Company’s initial Business Combination, on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.Transactions

17Founder Shares

~~Due~~In November 2020, the Company’s initial stockholders purchased an aggregate of 7,187,500 founder shares for a capital contribution of $25,000. The founder shares include an aggregate of up to 937,500 shares ~~Related~~subject ~~Party~~to forfeiture if the over-allotment option is not exercised by the underwriters in full. Because of the underwriters’ fully exercise of the over-allotment option on February 2, 2021, 937,500 shares are no longer subject to forfeiture.

~~The~~With certain limited exceptions, the founder ~~balance~~shares are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of the Company’s Business Combination or (B) subsequent to the Company’s Business Combination, (x) if the reported closing price of Class A common stock equals or exceeds $812.00 per share (as adjusted for stock splits,~~000~~ ~~represents~~stock dividends, reorganizations, recapitalizations and the ~~travel~~like) ~~reimbursement~~for toany 20 trading days within any 30-trading day period commencing at least 150 days after the ~~management~~Company’s Business Combination or (y) the date, following the completion of the Company’s Business Combination, on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

~~Promissory Note - Related Party~~14

~~The Company’s~~Due ~~Sponsor has agreed~~ to ~~loan~~Related the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the IPO. The loan is non-interest bearing, unsecured and due at the earlier of September 30, 2021 or the closing of the IPO. As of September 30, 2021, the Company had an outstanding balance of $442 under the promissory note.Party

~~Related~~At March 31, 2022 and December 31, 2021, the ~~Party~~due ~~Loans~~ to related party (balance of $8,000) represents unreimbursed travel expenses payable to management.

~~In order~~Promissory toNotes ~~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 $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of September 30, 2021 and December 31, 2020, the Company had no Working Capital Loans.Party

~~Administrative~~The Company’s Sponsor agreed to loan or ~~Service~~fund ~~Fee~~offering costs on behalf of the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the IPO. The loan is non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the IPO. The Sponsor paid an aggregate of $112,942 under this loan and the Company repaid $112,500 of the loan to the Sponsor on February 11, 2021. As of March 31, 2022 and December 31, 2021, the Company had an outstanding balance of $442, respectively under this loan.

~~The~~In order to finance transaction costs in connection ~~Company~~with ~~has~~a ~~agreed~~Business toCombination, ~~pay~~the Sponsor or an affiliate of ~~its~~the Sponsor, ~~commencing~~or oncertain ~~January~~of 28the Company’s officers and directors may, but ~~2021~~are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business ~~total~~Combination, the Company would repay the Working Capital Loans out of ~~$10,000~~the ~~per~~proceeds ~~month~~of ~~for~~the ~~office~~Trust ~~space,~~Account released to the Company. ~~utilities~~Otherwise, ~~and~~the ~~secretarial~~Working ~~and~~Capital ~~administrative~~Loans ~~support.~~would ~~Upon~~be ~~completion~~repaid only out of funds held outside the ~~Company’s~~Trust Account. In the event that a Business Combination does ornot ~~its liquidation~~close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans ~~will~~but ~~cease~~no ~~paying~~proceeds ~~these~~from ~~monthly~~the ~~fees~~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 $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

On November 19, 2021, the Company entered into a promissory note of up to $750,000 with the Sponsor (the “Working Capital Note I”). Under its terms and conditions, the 7Company -may ~~Recurring~~request ~~Fair~~up ~~Value~~to ~~Measurements~~five (5) drawdowns of up to $150,000 in each instance (maximum of $750,000 in aggregate) for costs reasonably related to the Company’s ongoing working capital needs and/or in order to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, if applicable. This promissory note bears no interest and is not secured by the Company’s assets. Its principal balance is due and payable by the Company on the earlier of: (i) February 2, 2023 or (ii) the date on which Company consummates the Business Combination (such date, the “Maturity Date”). The principal under this promissory note may be drawn down by the Company from time to time prior to the Maturity Date (each, a “Drawdown Request”). Each Drawdown Request must not be an amount less than $10,000, unless otherwise agreed upon by the parties. Each Drawdown Request by the Company shall be funded by Sponsor within five (5) business days. For the three months ended March 31, 2022, the Company drew down an aggregate of $300,000 available under the Working Capital Note I which was outstanding as of March 31, 2022.

~~Cash~~At March 31, 2022, the outstanding balance of $300,000 under Working ~~and~~Capital ~~Securities~~Note ~~Held~~I was convertible into 200,000 warrants. At March 31, 2022, the fair value of the Private Placement Warrants was $0.23 which resulted in ~~Trust~~an ~~Account~~aggregate fair value of $46,500 for Working Capital Note I. The change in fair value of $253,500 for the three months then ended March 31, 2022 is reflected on the condensed statement of operations (see Note 6).

~~As of~~Upon ~~September~~the ~~30,~~consummation ~~2021,~~of ~~investment in~~ the ~~Company’s~~Business ~~Trust~~Combination and ~~Account~~without ~~consisted~~any offurther ~~$2,582~~action inby ~~U.S.~~the ~~Money~~Company ~~Market~~or ~~and~~the ~~$287~~Sponsor,~~556,002~~ inthe ~~U.S.~~outstanding ~~Treasury Securities.~~amount ~~The~~under ~~Company~~the ~~classifies~~promissory ~~its~~notes ~~United~~shall ~~States~~automatically ~~Treasury~~convert into ~~securities~~that asnumber ~~held-to-maturity~~of inwarrants ~~accordance~~of ~~with~~the ~~FASB~~Company ~~ASC~~or ~~320~~its ~~“Investments -~~successor ~~Debt~~entity ~~and~~(the ~~Equity~~“Conversion ~~Securities~~Warrants”.), ~~Held-~~equal to~~-maturity~~: ~~treasury~~(x) ~~securities~~the ~~are~~outstanding amount ~~recorded~~of atthe ~~amortized~~Note ~~cost~~being ~~and~~so ~~adjusted~~converted, ~~for~~divided ~~the~~by ~~amortization or~~(y) ~~accretion of premiums or discounts~~$1.50, ~~The~~rounded ~~Company~~up ~~considers~~to ~~all~~the ~~investments~~nearest ~~with~~whole ~~original~~number ~~maturities~~ of ~~more~~warrants. ~~than~~The ~~three~~Conversion ~~months but less~~Warrants ~~than~~will ~~one~~be ~~year~~entitled to becertain ~~short-term~~registration ~~investments.~~rights, ~~The~~as ~~carrying~~further ~~value~~described ~~approximates~~in the ~~fair~~Note ~~value~~and ~~due~~by toreference ~~its~~therein ~~short-term~~to ~~maturity.~~the ~~The~~Registration ~~carrying~~Rights ~~value,~~Agreement ~~excluding~~entered ~~gross~~into ~~unrealized~~by ~~holding~~the ~~loss~~Company and ~~fair~~certain ~~value~~other ofparties ~~held~~thereto ~~to maturity securities~~ on ~~September~~January 3028, 2021 ~~are as follows:~~.

	Carrying Value/Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value as of September 30, 2021
U.S. Money Market	$	2,582	$	-	$	-		$	2,582
U.S. Treasury Securities		287,556,002		-		(4,256	)		287,551,746
	$	287,558,584	$	-	$	(4,256	)	$	287,554,328

18The issuance of this promissory note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

~~Warrant~~On March 31, 2022, the Company issued an additional ~~Liability~~unsecured promissory note (the “Working Capital Note II”) for and aggregate of up to $600,000. The proceeds of such promissory note will be used for costs in connection with its Initial Business Combination or as general working capital. The promissory note is non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the Initial Business Combination is consummated and (ii) the date of our liquidation. Upon the consummation of the Initial Business Combination, the outstanding amount under the promissory note shall automatically convert into that number of warrants of the Company or its successor entity (the “Conversion Warrants”), equal to: (x) the outstanding amount of the promissory note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants. The Conversion Warrants will be entitled to registration rights, as described in the Company’s registration rights agreement with certain other parties thereto on January 28, 2021. As of March 31, 2022 and December 31, 2021, the Company had $300,000 and nil outstanding under the Working Capital Loans.

~~At September~~Administrative ~~30,~~Service 2021, the Company’s warrants liability was valued at $9,145,000. Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.Fee

~~Initial~~The Company has agreed to pay an affiliate of ~~Measurement~~its Sponsor, commencing on January 28, 2021, a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2022, the company incurred and paid $30,000 for administrative service fees.

~~The estimated~~Note ~~fair~~6 ~~value of the warrant liability on February 2, 2021 is determined using Level 3 inputs. Inherent in a Monte~~-~~Carlo simulation~~ ~~model~~Recurring ~~are~~Fair ~~assumptions~~Value 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.Measurements

~~The key~~Cash ~~inputs~~and ~~into~~Securities ~~the~~Held ~~Monte~~in ~~Carlo~~Trust ~~simulation model for the warrant liability were as follows at February 2, 2021:~~Account

Input	February 2, 2021
Expected term (years)		5.25
Expected volatility		18.40	%
Risk-free interest rate		0.67	%
Stock price	$	9.68
Dividend yield		0.00	%
Exercise price	$	11.50

As of March 31, 2022 and December 31, 2021, investment in the Company’s Trust Account consisted of $1,431 and $656, respectively, in U.S. Money Market and $287,624,665 and $287,589,138, respectively, in U.S. Treasury Securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments - Debt and Equity Securities”. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on March 31, 2022 and December 31, 2021 are as follows:

	Carrying Value/ Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value as of March 31, 2022
U.S. Money Market	$	1,431	$	—	$	—		$	1,431
U.S. Treasury Securities		287,801,002		—		(344,468	)		287,456,534
	$	287,802,433	$	—	$	(344,468	)	$	287,457,965

Subsequent Measurement

	Carrying Value/ Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value as of December 31, 2021
U.S. Money Market	$	656	$	—	$	—	$	656
U.S. Treasury Securities		287,589,138		2,234		—		287,591,372
	$	287,589,794	$	2,234	$	—	$	287,592,028

The fair value of the Public Warrants at September 30, 2021 is classified as 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 $5,941,667.16

~~The estimated~~Warrant fair value of the Private Placement Warrants on September 30, 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.Liability

~~The~~As of March 31, 2022 and December 31, 2021, the ~~key~~Company’s ~~inputs~~warrants ~~into~~liability was valued at $3,392,500 and $9,292,500, respectively. Under the ~~Monte~~guidance ~~Carlo~~in ~~simulation~~ASC ~~model~~815-40 the warrants do not meet the criteria for equity treatment. As such, the ~~Private~~warrants ~~Placement~~must ~~Warrants~~be ~~were~~recorded ason ~~follows~~the balance sheets at ~~September~~fair 30value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, ~~2021:~~the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations.

Input	September 30, 2021
Expected term (years)		5.25
Expected volatility		11.40	%
Risk-free interest rate		1.15	%
Stock price	$	9.78
Dividend yield		0.00	%
Exercise price	$	11.50

Initial Measurement

The estimated fair value of the warrant liability ~~following~~on ~~table~~February ~~sets~~2, ~~forth~~2021 is determined using Level 3 inputs. Inherent in a ~~summary~~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 ~~changes~~volatility inassociated with instruments of other similar entities. The risk-free interest rate is based on the ~~fair~~U.S. ~~value~~Treasury Constant Maturity similar to the expected remaining life of the ~~Level~~warrants. 3The ~~warrant~~expected ~~liability~~life ~~for~~of the ~~nine~~warrants ~~months~~is ~~ended~~simulated ~~September~~based on management assumptions regarding the timing and likelihood 30of completing a Business Combination. The dividend rate is based on the historical rate, ~~2021:~~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.

	Warrant Liability
Fair value as of December 31, 2020	$	-
Initial fair value of warrant liability upon issuance at IPO		14,558,333
Transfer out of Level 3 to Level 1		(5,941,667	)
Change in fair value		(5,413,333	)
Fair value as of September 30, 2021	$	3,203,334

The key inputs into the Monte Carlo simulation model for the warrant liability were as follows as of February 2, 2021:

Input	February 2, 2021
Expected term (years)		5.25
Expected volatility		18.40	%
Risk-free interest rate		0.67	%
Stock price	$	9.68
Dividend yield		0.00	%
Exercise price	$	11.50

~~Recurring Fair~~Subsequent ~~Value Measurements~~Measurement

The ~~following~~ ~~table~~fair ~~presents~~value ~~information~~of ~~about~~ the ~~Company’s~~Public ~~assets~~Warrants ~~and~~as ~~liabilities~~of ~~that~~March 31, ~~were~~2022 ~~measured~~is atclassified ~~fair~~as ~~value~~Level on1 adue ~~recurring~~to ~~basis as~~the use of ~~September~~an ~~30,~~observable ~~2021,~~market ~~and~~quote ~~indicates~~in ~~the~~an ~~fair~~active ~~value~~market. ~~hierarchy~~As of ~~the~~March ~~valuation~~31, ~~techniques~~2022, the ~~Company~~aggregate value ~~utilized~~of toPublic ~~determine~~Warrants ~~such~~was ~~fair value~~$2,204,167.

	September 30,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	2,582	$	2,582	$	-	$	-
U.S. Treasury Securities held in Trust Account	$	287,556,002	$	287,556,002		-		-
	$	287,558,584	$	287,558,584	$	-	$	-
Liabilities:
Public Warrant Liability	$	5,941,667	$	5,941,667	$	-	$	-
Private Warrant Liability	$	3,203,334			$	-	$	3,203,334
	$	9,145,000	$	5,941,667		-	$	3,203,334

The estimated fair value of the Private Placement Warrants on March 31, 2022 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.

~~Note 8 - Commitments and Contingencies~~17

~~Registration~~The key inputs into the Black Scholes model for ~~Rights~~the Private Placement Warrants were as follows:

The holders of the founder shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed on January 28, 2021. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company.

Input	March 31, 2022			December 31, 2021
Expected term (years)		5.25			5.25
Expected volatility		3.90	%		11.0	%
Risk-free interest rate		2.40	%		1.35	%
Stock price	$	9.85		$	9.25
Dividend yield		0.00	%		0.00	%
Exercise price	$	11.50		$	11.50

21The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the three months March 31, 2022:

Underwriting Agreement

	Warrant Liability
Fair value as of December 31, 2021	$	3,255,000
Change in fair value		(2,066,667	)
Fair value as of March 31, 2022	$	1,188,333

~~The underwriters~~Convertible ~~have~~Promissory aNote ~~45-day~~– ~~option from February 2, 2021 to purchase up to an additional 3,750,000 Units to cover over-allotments, if~~Related ~~any.~~Party

~~On February~~The 2,Company ~~2021,~~established the ~~underwriters~~fair ~~fully~~value ~~exercised~~for the Working ~~over-allotment~~Capital ~~option~~Note toI ~~purchase~~using ~~3,750,000 Units, and paid~~ a ~~fixed~~Black-Scholes ~~underwriting discount in aggregate of $5~~model,~~750,000.~~ ~~Additionally,~~which ~~the~~is ~~underwriters~~considered ~~will~~to be ~~entitled to~~ a ~~deferred~~Level ~~underwriting discount of~~ 3~~.5%~~ offair ~~the gross~~value ~~proceeds of the IPO held in the Trust Account, or $10,062,500, upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement~~measurement.

The estimated fair value of the Convertible Note 9was -based ~~Stockholders’~~on ~~Equity~~the following significant inputs:

Preferred Stock - The Company is authorized to issue a total of 10,000,000 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.

Input	March 31, 2021
Expected term (years)		5.25
Expected volatility		3.90	%
Risk-free interest rate		2.40	%
Stock price	$	9.85
Dividend yield		0.00	%
Exercise price	$	11.50

~~Class A Common Stock -~~ The ~~Company~~following istable ~~authorized~~presents tothe ~~issue~~changes ain ~~total~~the offair ~~320,000,000 Class A common shares at par~~ value of ~~$0.0001~~the ~~each.~~Level As3 ofWorking ~~September~~Capital ~~30,~~Note ~~2021 and December 31, 2020, there were 2,628,740 and 0 Class A common stock issued and outstanding, excluding 26,121,260 and 0 Class A common stock subject to possible redemption, respectively.~~I:

Class B Common Stock - The Company is authorized to issue a total of 20,000,000 Class B common shares at par value of $0.0001 each. In November 2020, the Company’s initial stockholders purchased an aggregate of 7,187,500 founder shares for a capital contribution of $25,000. The founder shares include an aggregate of up to 937,500 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. Because of the underwriters’ fully exercise of the over-allotment option on February 2, 2021, 937,500 shares are no longer subject to forfeiture. At September 30, 2021 and December 31, 2020, there were 7,187,500 Class B common shares (the “Founder Shares”) issued and outstanding.

Fair value as of January 1, 2021	$	—
Proceeds received through issuance of Convertible promissory note – related party		300,000
Change in valuation inputs or other assumptions		(253,500	)
Fair value as of March 31, 2022	$	46,500

~~The Company’s~~There ~~Sponsor,~~were ~~directors~~no ~~and~~transfers ~~officers~~in ~~have agreed not to transfer, assign~~ or ~~sell~~out ~~their founder shares until the earlier to occur~~ of ~~(A)~~Level ~~one~~3 ~~year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business~~from ~~Combination,~~other ~~(x)~~levels ifin the ~~reported~~fair ~~closing~~value ~~price~~hierarchy ofduring the ~~Company’s~~three ~~Class~~months Aended ~~common~~March ~~stock equals or exceeds $12.00 per share (as adjusted for stock splits~~31, ~~stock~~2022 ~~capitalizations, reorganizations, recapitalizations and the like)~~ for ~~any~~Working 20Capital ~~trading~~Note 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 shares of common stock for cash, securities or other propertyI.

~~The shares~~Recurring ofFair ~~Class~~Value B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the Company’s initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO, plus the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Company’s Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of founder shares will never occur on a less than one for one basis.Measurements

~~Holders of~~The ~~record~~following oftable ~~the~~presents ~~Class~~information Aabout the ~~common~~Company’s ~~stock~~assets and ~~holders~~liabilities ofthat ~~record~~were ofmeasured ~~the~~at ~~Class~~fair Bvalue ~~common~~on ~~stock~~a ~~will~~recurring ~~vote~~basis ~~together~~ as aof ~~single~~March ~~class~~31, on2022 ~~all~~and ~~matters~~indicates the ~~submitted~~fair tovalue ahierarchy ~~vote~~ of the ~~Company’s~~valuation ~~stockholders,~~techniques ~~with each share of common stock entitling~~ the ~~holder~~Company utilized to ~~one~~determine ~~vote~~such ~~except~~fair ~~as required by law~~value.

Note 10 - Subsequent Events

	March 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	1,431	$	1,431	$	—	$	—
U.S. Treasury Securities held in Trust Account		287,801,002		287,801,002		—		—
	$	287,802,433	$	287,802,433	$	—	$	—
Liabilities:
Public Warrant Liability	$	2,204,167	$	2,204,167	$	—	$	—
Private Warrant Liability		1,188,333		—		—		1,188,333
Convertible promissory note – related party		46,500		—		—		46,500
	$	3,439,000	$	2,204,167	$	—	$	1,234,833

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were available to be issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.18

22Note 7 - Commitments and Contingencies

~~ITEM 2.~~Registration ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Rights

~~References to~~The holders of the ~~“Company~~founder shares,” ~~“us~~Private Placement Warrants,” ~~“our”~~and orwarrants ~~“we”~~that ~~refer~~may tobe ~~Clarim~~issued ~~Acquisition~~upon ~~Corp.~~conversion ~~The~~of ~~following~~Working Capital Loans will have registration rights to require the Company ~~discussion~~to ~~and~~register ~~analysis~~a sale of ~~our~~any ~~financial~~of ~~condition~~its ~~and~~securities ~~results~~held ofby ~~operations~~them ~~should~~pursuant to a registration rights agreement signed on January 28, 2021. These holders will be ~~read~~entitled into ~~conjunction~~make ~~with~~up ~~our~~to ~~unaudited~~three ~~condensed~~demands, excluding short form registration demands, that the Company registers such securities ~~financial~~for ~~statements~~sale ~~and~~under ~~related~~the ~~notes~~Securities ~~included~~Act. ~~herein~~In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company.

~~Cautionary Note~~Underwriting ~~Regarding Forward-Looking Statements~~Agreement

~~All statements~~The ~~other~~underwriters ~~than~~had ~~statements~~a of historical fact included in this Report including, without limitation, statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward45-day ~~looking~~option ~~statements.~~from ~~When used in this Report,~~February ~~words such as “anticipate~~2,” ~~“believe,”~~2021 ~~“estimate,”~~to ~~“expect,”~~purchase ~~“intend”~~up ~~and similar expressions, as they relate~~ to usan ~~or the Company’s management~~additional 3, ~~identify forward-looking statements. Such forward-looking statements are based on the beliefs of management~~750,000 Units ~~as well as assumptions made by, and information currently available~~ to, ~~the~~cover ~~Company’s management. Actual results could differ materially from those contemplated by the forward~~over- ~~looking statements as a result of certain factors detailed in our filings with the SEC~~allotments. ~~All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this paragraph.~~

~~The following~~On ~~discussion~~February ~~and~~2, ~~analysis~~2021, ofthe ~~our~~underwriters ~~financial~~fully ~~condition~~exercised the ~~and~~over-allotment ~~results~~option ofto ~~operations~~purchase 3,750,000 Units, ~~should~~and bepaid ~~read~~a fixed underwriting discount in ~~conjunction~~aggregate ~~with~~of ~~the~~$5,750,000. ~~unaudited~~Additionally, ~~condensed~~the ~~financial~~underwriters ~~statements~~are ~~and~~entitled ~~the~~to ~~notes~~a ~~thereto~~deferred ~~contained~~underwriting ~~elsewhere~~discount inof 3.5% ~~this~~of ~~Report.~~the ~~Certain~~gross ~~information~~proceeds ~~contained~~of the IPO held in the ~~discussion~~Trust Account, ~~and~~or ~~analysis~~$10,062,500, ~~set~~upon ~~forth~~the ~~below~~completion ~~includes~~of ~~forward-looking~~the ~~statements~~Company’s ~~that~~Business ~~involve~~Combination ~~risks~~subject ~~and~~to ~~uncertainties~~the terms of the underwriting agreement.

~~Overview~~Note 8 - Stockholders’ Equity (Deficit)

WePreferred Stock - The Company ~~are~~is authorized to issue a ~~blank~~total ~~check~~of 10,000,000 preferred ~~company~~shares ~~incorporated~~at aspar avalue ~~Delaware~~of ~~corporation~~$0.0001 each. As of March 31, 2022 and ~~formed~~December 31, ~~for~~2021, ~~the~~there ~~purpose~~were no shares of ~~effecting~~preferred anstock ~~initial~~issued ~~business~~or ~~combination~~outstanding.

~~We leverage~~Class ~~the~~A ~~more~~Common ~~than~~Stock - ~~nine~~The Company ~~decades~~is ofauthorized ~~combined~~to ~~operational~~issue ~~and~~a ~~financial~~total ~~experience~~ of 320,000,000 shares ~~our management team and board~~ of ~~directors~~Class ~~who are~~A ~~both~~common ~~established~~stock ~~e-commerce~~at ~~entrepreneurs~~par ~~and~~value ~~sophisticated~~of ~~investors~~$0.0001 each. WeAs of ~~believe~~March ~~our~~31, ~~extensive~~2022 ~~industry experience~~ and ~~proven~~December ~~ability to source~~31, ~~acquire~~2021, ~~grow~~there ~~and~~were no ~~revitalize~~shares ~~companies will provide our management team with a robust and consistent flow~~ of ~~acquisition~~Class ~~opportunities. Our~~A ~~management~~common ~~team~~stock ~~and~~issued ~~board’s broad relationships across multiple networks, including leading consumer~~ and ~~technology company founders~~outstanding, ~~executives of private and public companies~~excluding 28, ~~leading M&A investment banks and private equity firms~~750, ~~as well as their ability~~000 toshares engage early with founder-led businesses represents a differentiated advantage to successfully source transaction opportunities. Our team has been immersed in the same ecosystem as the current founders of ~~private~~Class ~~companies~~A ~~who~~common ~~are~~stock ~~making~~subject ~~decisions on how~~ to ~~build~~possible ~~currency for future growth and monetization~~redemption.

~~While we~~Class ~~may~~B ~~pursue~~Common anStock - ~~initial~~The Company ~~business~~is ~~combination~~authorized ~~target~~to inissue ~~any~~a ~~business,~~total ~~industry or geographical location~~of 20,000,000 weshares ~~are~~of Class ~~focusing~~B ~~our~~common ~~search~~stock ~~primarily within~~at ~~the~~par ~~consumer-facing~~value ~~e-commerce~~of ~~sector~~$0.0001 each. WeIn ~~are~~November 2020, ~~capitalizing on~~ the ~~ability~~Company’s ofinitial ~~our~~stockholders ~~management~~purchased ~~team~~an toaggregate ~~identify~~of 7,187,500 founder ~~acquire~~shares ~~and~~for ~~operate~~ a ~~business~~capital orcontribution of ~~businesses~~$25,000. ~~that~~The ~~can~~founder ~~benefit~~shares ~~from~~included ~~our~~an ~~management~~aggregate ~~team~~of ~~and~~up ~~board’s~~to 937,500 shares ~~established~~subject ~~relationships~~to ~~and~~forfeiture ~~operating~~if ~~experience.~~the over-allotment option ~~Our~~was ~~management~~not ~~team~~exercised ~~has~~by ~~extensive~~the ~~experience~~underwriters in ~~identifying~~full. ~~and~~Because ~~executing~~of ~~strategic~~the ~~investments~~underwriters’ ~~and~~fully ~~has~~exercise ~~done~~of sothe ~~successfully~~over-allotment inoption ~~several~~on February ~~sectors~~2, ~~particularly in digital consumer-facing businesses. Over time~~2021, 937,500 shares weare ~~believe~~no ~~that~~longer ~~all~~subject ~~companies will need~~ to ~~deploy~~forfeiture. anAs ~~omni-commerce strategy~~of toMarch ~~succeed~~31, 2022 and weDecember ~~will~~31, ~~leverage~~2021, ~~our~~there ~~management~~were 7,187,500 shares ~~team~~of Class ~~and~~B ~~board’s~~common ~~unique~~stock ~~experience~~issued toand ~~successfully develop our business target’s omni-commerce~~outstanding.

23The Company’s Sponsor, directors and officers have agreed not to transfer, assign or sell their founder shares until the earlier to occur of (A) one year after the completion of the Company’s Business Combination or (B) subsequent to the Company’s Business Combination, (x) if the reported closing 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 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 shares of common stock for cash, securities or other property.

~~Results~~The shares of Class B common stock will automatically convert into shares of ~~Operations~~the Company’s Class A common stock at the time of its Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the Company’s Business Combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO, plus the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Company’s Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of founder shares will never occur on a less than one for one basis.

~~Our entire~~Holders ~~activity~~of ~~since~~record ~~inception~~of ~~up to September 30, 2021 relates to our formation,~~ the ~~Initial~~Class ~~Public~~A ~~Offering~~ and, ~~since~~Class ~~the closing~~B ofcommon ~~the~~stock ~~Initial~~will ~~Public~~vote ~~Offering,~~together aas ~~search for~~ a ~~Business~~single ~~Combination~~class ~~candidate.~~on Weall ~~will~~matters ~~not~~submitted beto ~~generating~~a ~~any~~vote ~~operating~~of ~~revenues until~~ the ~~closing~~Company’s ~~and completion of our initial Business Combination~~stockholders, atwith ~~the~~each ~~earliest. We generate non-operating~~share ~~income in the form~~ of ~~interest~~common ~~income~~stock onentitling ~~marketable securities held after~~ the ~~Initial~~holder ~~Public~~to ~~Offering. We~~one ~~are~~vote ~~incurring~~except ~~expenses~~ as arequired ~~result~~by ~~of being a public company (for legal, financial reporting, accounting, and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination~~law.

~~For the~~Note ~~three~~9 ~~months~~- ~~ended~~Subsequent September 30, 2021, we had net income of $1,738,856, which consisted of $23,672 in interest earned on marketable securities held in the Trust Account, and $16 in bank interest income, and $3,149,167 in unrealized gain on change in fair value of warrants, offset by $1,433,999 in operating costs which included accrued professional expenses for identifying targets, pursuing discussions with potential acquisition candidates, due diligence of prospective business combination partners and initial negotiations regarding deal terms for potential transactions.Events

~~For the~~The ~~nine~~Company ~~months~~evaluated ~~ended~~subsequent ~~September~~events ~~30,~~and ~~2021,~~transactions that weoccurred ~~had~~after ~~net~~the ~~income~~balance ofsheet ~~$2,932,458,~~date ~~which~~up ~~consisted~~to ofthe ~~$58,584~~date inthat ~~interest earned on marketable securities held in~~ the ~~Trust~~condensed ~~Account,~~financial ~~and~~statements ~~$43~~were inavailable ~~bank~~to ~~interest~~be ~~income,~~issued. ~~and~~The ~~$5,413,333~~Company did innot ~~unrealized~~identify ~~gain~~any onsubsequent ~~change~~events inthat ~~fair~~would ~~value~~have ofrequired ~~warrants, offset~~adjustment byor ~~$1,433,999~~disclosure in ~~operating~~the ~~costs~~condensed ~~and~~financial ~~$530,059 of warrant issuance costs~~statements.

~~Liquidity and Capital Resources~~19

~~As of~~ITEM ~~September 30, 2021, we had approximately $0.~~2. ~~million~~MANAGEMENT’S inDISCUSSION ~~our~~AND ~~operating~~ANALYSIS ~~bank~~OF ~~account,~~FINANCIAL ~~and~~CONDITION ~~working~~AND ~~capital~~RESULTS ofOF ~~approximately $0.18 million.~~OPERATIONS

~~Prior~~ References to the ~~completion of the Initial Public Offering~~“Company,” ~~our liquidity needs had been satisfied through a payment from the Sponsor of $25~~“us,~~000~~” ~~for~~“our” ~~the~~or ~~founder~~“we” ~~shares~~refer to ~~cover~~Clarim ~~certain~~Acquisition ~~offering costs, and the loan under an unsecured promissory note from the Sponsor of $112,942~~Corp. We ~~fully~~The ~~paid~~following ~~the~~discussion ~~note~~and toanalysis ~~the Sponsor on February 11, 2021. Subsequent to the consummation~~ of ~~the~~our ~~Initial~~financial ~~Public Offering~~ condition and ~~Private Placement,~~results ~~our~~of ~~liquidity~~operations ~~needs~~should ~~have~~be ~~been~~read ~~satisfied~~in ~~through~~conjunction ~~the~~with ~~proceeds~~our ~~from~~unaudited ~~the~~condensed ~~consummation~~financial ofstatements ~~the~~and ~~Private~~related ~~Placement~~notes ~~not~~included ~~held in the Trust Account~~herein.

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

~~The Company~~All ~~also~~statements ~~subsequently~~other ~~entered~~than ~~into~~statements aof ~~promissory~~historical fact ~~note~~included ~~with~~in ~~the~~this ~~Sponsor~~Report onincluding, ~~November~~without 19limitation, ~~2021~~statements ~~pursuant~~under tothis ~~which~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s ~~may~~financial ~~draw~~position, business strategy and the plans ~~down~~and ~~capital~~objectives toof ~~fund~~management ~~its~~for ~~working~~future ~~capital~~operations, ~~needs~~are orforward- looking statements. When used in ~~connection~~this ~~with~~Report, ~~the~~words ~~initial~~such ~~business~~as ~~combination~~“anticipate,” “believe,” up“estimate,” to“expect,” a“intend” ~~total~~and ~~principal~~similar ~~amount in~~expressions, ~~aggregate~~as ofthey uprelate to ~~$750~~us or the Company’s management,~~000~~ identify forward-looking statements. ~~The~~Such ~~Sponsor~~forward-looking ~~has~~statements ~~also~~are ~~informally~~based ~~agreed~~on tothe ~~commit~~beliefs ~~additional~~of ~~funding~~management, as well as ~~and~~assumptions ifmade ~~necessary~~by, and ~~agreed~~information ~~with~~ currently available to, the Company’s ofmanagement. upActual toresults ~~$250,000~~could ~~upon~~differ ~~similar~~materially from ~~terms~~those ~~and~~contemplated ~~conditions~~by the forward- looking statements as a result of certain factors detailed in our filings with the ~~foregoing~~SEC. ~~promissory~~All ~~note~~subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this paragraph.

~~Based on~~The ~~the~~following ~~foregoing,~~discussion ~~management believes that we will have sufficient working capital~~ and ~~borrowing~~analysis ~~capacity~~of ~~to meet~~ our ~~needs through the~~financial ~~earlier~~condition ofand ~~the~~results ~~consummation~~ of aoperations ~~Business~~should ~~Combination~~be orread ~~one~~in ~~year~~conjunction ~~from~~with ~~this~~the ~~filing.~~unaudited ~~Over~~condensed ~~this~~financial ~~time~~statements ~~period,~~and wethe ~~will~~notes ~~be using these funds~~thereto ~~for~~contained ~~paying~~in ~~existing~~our ~~accounts~~Annual ~~payable,~~Report ~~identifying and evaluating prospective initial Business Combination candidates, performing due diligence~~ on ~~prospective~~Form ~~target~~10-K. ~~businesses,~~Certain ~~paying~~information ~~for~~contained ~~travel~~in ~~expenditures, selecting~~ the ~~target~~discussion ~~business~~and toanalysis ~~merge~~set ~~with~~forth orbelow ~~acquire,~~includes ~~and~~forward-looking ~~structuring,~~statements ~~negotiating~~that ~~and~~involve ~~consummating~~risks ~~the~~and ~~Business Combination~~uncertainties.

~~Critical Accounting Policies and Estimates~~Overview

~~The preparation~~We ofare ~~the~~a ~~unaudited~~blank ~~condensed~~check ~~financial~~company ~~statements~~incorporated inas ~~conformity~~a Delaware ~~with~~corporation USon ~~GAAP~~November ~~requires~~4, ~~management~~2020. toThe ~~make~~Company ~~estimates~~was ~~and~~formed ~~assumptions that~~for ~~affect~~ the ~~reported~~purpose ~~amounts~~ of ~~assets~~effecting ~~and~~a ~~liabilities~~merger, ~~and~~capital ~~disclosure~~stock ofexchange, ~~contingent assets and liabilities at the date of the unaudited~~asset ~~condensed~~acquisition, ~~financial~~stock ~~statements~~purchase, ~~and~~reorganization ~~the~~or ~~reported~~similar ~~amounts~~business ofcombination ~~expenses~~with ~~during~~one ~~the~~or ~~reporting~~more ~~period~~businesses. ~~Actual results could differ from those estimates. We have identified the following as our critical accounting policies:~~

24We leverage the more than nine decades of combined operational and financial experience of our management team and board of directors who are both established e-commerce entrepreneurs and sophisticated investors. We believe our extensive industry experience and proven ability to source, acquire, grow and revitalize companies will provide our management team with a robust and consistent flow of acquisition opportunities. Our management team and board’s broad relationships across multiple networks, including leading consumer and technology company founders, executives of private and public companies, leading M&A investment banks and private equity firms, as well as their ability to engage early with founder-led businesses represents a differentiated advantage to successfully source transaction opportunities. Our team has been immersed in the same ecosystem as the current founders of private companies who are making decisions on how to build currency for future growth and monetization.

~~Common~~While we may pursue an initial business combination ~~Stock~~target ~~Subject~~in any business, industry or geographical location, we are focusing our search primarily within the consumer-facing e-commerce sector. We are capitalizing on the ability of our management team to ~~Possible~~identify, ~~Redemption~~acquire and operate a business or businesses that can benefit from our management team and board’s established relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments and has done so successfully in several sectors, particularly in digital consumer-facing businesses. Over time, we believe that all companies will need to deploy an omni-commerce strategy to succeed, and we will leverage our management team and board’s unique experience to successfully develop our business target’s omni-commerce.

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable 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, common stock is classified as stockholders’ equity. The Company’s 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, 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.20

~~The Company~~Results ~~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.Operations

~~Net~~Our entire activity since inception up to March ~~Income~~31, ~~Per~~2022 ~~Common~~relates ~~Share~~to our formation, the IPO and, since the closing of the IPO, a search for an initial business combination candidate. We will not be generating any operating revenues until the closing and completion of our initial business combination, at the earliest. We generate non-operating income in the form of interest income on marketable securities held after the IPO. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting, and auditing compliance), as well as for due diligence expenses in connection with completing an initial business combination.

~~The Company~~For ~~has~~the ~~two~~three ~~classes~~months ofended ~~shares~~March 31, ~~which~~2022, ~~are~~we had ~~referred~~net toincome asof ~~Class~~$6,082,039, Awhich ~~common~~consisted ~~stock~~of ~~and~~$212,639 ~~Class~~in Binterest ~~common~~earned ~~stock.~~on ~~Earnings~~marketable ~~and~~securities ~~losses~~held ~~are~~in ~~shared pro rata between~~ the ~~two~~Trust ~~classes~~Account ofand ~~shares. The 14~~$5,~~750~~900,000 on ~~potential~~change ~~common~~in ~~shares~~fair ~~for~~value ~~outstanding~~of warrants, to$253,500 ~~purchase~~in the ~~Company’s stock~~change ~~were~~in ~~excluded~~fair ~~from~~value ~~diluted~~of ~~earnings per share for~~ the ~~three~~convertible ~~and~~promissory ~~nine~~notes ~~months~~– ~~ended~~related ~~September 30~~party, ~~2021 because the warrants are contingently~~offset ~~exercisable~~by $284,100 ~~and~~in ~~the~~operating ~~contingencies have not yet been met~~costs.

~~Off-Balance Sheet Arrangements~~For the three months ended March 31, 2021, we had net income of $3,322,648, which consisted of $18,447 in interest earned on marketable securities held in the Trust Account, $4,018,333 in change in fair value of warrants, offset by $184,073 in operating costs and $530,059 in warrant issuance costs.

~~As of September 30~~Liquidity, ~~2021,~~Capital weResources ~~did~~and ~~not~~Going ~~have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.~~Concern

~~ITEM~~As of March 31, 2022, we had $125,669 in our operating bank account, 3.and ~~QUANTITATIVE~~a ~~AND~~working ~~QUALITATIVE~~capital ~~DISCLOSURES~~deficit ~~ABOUT~~of ~~MARKET~~$781,000 ~~RISK~~including franchises tax payable.

~~Not~~Prior to the completion of the IPO, our liquidity ~~required~~needs had been satisfied through a payment from the sponsor of $25,000 for ~~smaller~~the ~~reporting~~founder ~~companies~~shares to cover certain offering costs, and the loan under an unsecured promissory note from the sponsor of $112,942. We paid 112,500 on the note to the sponsor on February 11, 2021. Subsequent 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.

~~ITEM~~In addition, in order to finance transaction costs 4in connection with an initial business combination, our sponsor or an affiliate of the sponsor or certain of our officers and directors may, but are not obligated to, provide us working capital loans. ~~CONTROLS~~To ~~AND~~date, ~~PROCEDURES~~there were no amounts outstanding under any working capital loans.

~~Evaluation~~We also issued two promissory notes with the sponsor on November 19, 2021 and March 31, 2022, respectively, pursuant to which we may draw down capital to fund our working capital needs or in connection with our initial business combination, up to a total principal amount in aggregate of ~~Disclosure~~up ~~Controls~~to $1,350,000. The sponsor has also informally agreed to commit additional funding as and ~~Procedures~~if necessary and agreed with us of up to $500,000 upon similar terms and conditions as the foregoing promissory note. At March 31, 2022, an aggregate of $300,000 has been drawn against these promissory notes.

AsOver ~~required~~this bytime ~~Rules~~period ~~13a-15~~through ~~and 15d-15 under~~ the ~~Exchange~~earlier ~~Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation~~ of the ~~effectiveness~~consummation of ~~the~~an ~~design~~initial ~~and~~business ~~operation~~combination ofor ~~our~~one ~~disclosure~~year ~~controls~~from ~~and~~this ~~procedures. Based upon their evaluation~~filing, ~~our~~we ~~Chief~~will ~~Executive~~be ~~Officer~~using ~~and~~these ~~Chief~~funds ~~Financial~~for ~~Officer~~paying ~~concluded~~existing ~~that~~accounts ~~our~~payable, ~~disclosure~~identifying ~~controls~~ and ~~procedures~~evaluating ~~were~~prospective ~~not~~initial ~~effective~~business ascombination ~~of September 30~~candidates, ~~2021,~~ performing due todiligence ~~the material weakness which exists in our internal control over financial reporting (i) as previously reported in our controls and procedures for prior periods and disclosed in our Quarterly Report(s)~~ on ~~Form~~prospective ~~10-Q~~target ~~as filed with the SEC on May 24~~businesses, ~~2021,~~paying ~~and~~for ~~(ii) as~~travel ~~a result of issues related to classification of redeemable common stock and the related restatements of our February 2~~expenditures, ~~2021,~~selecting ~~March 31, 2021, and June 30, 2021 financial statements (~~the ~~“restatements”)~~target ~~regarding~~business ~~the classification of redeemable common stock (as further described below in this Item 4). In light of this material weakness, we performed additional analysis as deemed necessary~~ to ~~ensure~~merge ~~that our unaudited interim financial statements were prepared in accordance~~ with ~~U.S. generally accepted accounting principles.~~ ~~Accordingly~~or acquire, ~~management~~and ~~believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position~~structuring, ~~results~~negotiating ~~of operations~~ and ~~cash~~consummating ~~flows for~~ the ~~period~~initial ~~presented~~business combination.

~~Regarding the~~The ~~restatements~~Company tocannot ~~the~~guarantee ~~Mach~~that ~~31,~~it ~~2021~~will ~~and~~have sufficient ~~June~~resources ~~30,~~to ~~2021~~execute ~~quarterly~~its ~~financial~~business ~~statements~~plan. ~~included~~Accordingly, in the Company’s ~~Form~~may ~~10-Qs,~~need asto ~~filed with~~raise ~~the~~additional ~~SEC~~capital onthrough ~~May~~loans ~~24,~~or ~~2021~~additional investments ~~and~~from ~~August~~its 20Sponsor, ~~2021~~stockholders, ~~respectively~~officers, asdirectors, ~~well~~or asthird parties. If the Company’s ~~balance~~is ~~sheet~~unable ~~included~~to onraise ~~the~~additional ~~Company’s Form 8-K~~capital, it asmay ~~filed~~be ~~with~~required ~~the~~to ~~SEC~~take onadditional ~~February~~measures ~~28,~~to ~~2021,~~conserve ~~and~~liquidity. ~~restated~~The onCompany ~~the~~cannot ~~Form~~provide ~~10-Q~~any ~~filed~~assurance ~~with~~that ~~the~~new ~~SEC~~financing onwill be ~~May~~available ~~24,~~to ~~2021,~~it ~~certain~~on ~~redemption provisions~~commercially ~~not~~acceptable ~~solely~~terms. ~~within~~As of the ~~control~~date of this report, the Company ~~require~~is ~~common~~within ~~stock~~12 ~~subject~~months toof ~~redemption~~its tomandatory beliquidation date ~~classified~~of ~~outside~~February of2, ~~permanent equity~~2023. ~~The~~In connection with the Company’s ~~had~~assessment ~~previously~~of ~~classified~~going aconcern ~~portion~~considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of ~~the~~Uncertainties ~~Class~~about Aan ~~common~~Entity’s ~~stock~~Ability into ~~permanent~~Continue ~~equity.~~as ~~The~~a Going Concern,” management is uncertain that the Company ~~restated~~will ~~its~~be ~~financial statements~~able to ~~classify~~consummate ~~all~~a ~~Class~~Business ACombination ~~common~~by ~~stock~~this astime. ~~temporary~~If ~~equity~~a ~~and~~Business Combination ~~any~~is ~~related~~not ~~impact,~~consummated asby ~~the~~this ~~threshold~~date, inthere ~~its~~will ~~charter~~be ~~would~~a ~~not change~~mandatory ~~the~~liquidation ~~nature~~and subsequent dissolution of the ~~underlying~~Company. ~~shares~~Management has asdetermined ~~redeemable~~that ~~and~~these ~~thus~~conditions ~~would~~raises besubstantial ~~required~~doubt toabout bethe ~~disclosed~~Company’s ~~outside~~ability ofto ~~permanent~~continue ~~equity~~as a going concern.

~~It is~~No ~~noted~~adjustments ~~that~~have ~~the~~been ~~non-cash~~made ~~adjustments~~ to the ~~financial statement do not impact the~~ carrying amounts ~~previously~~of ~~reported~~assets ~~for our cash and cash equivalents~~ or ~~total~~liabilities ~~assets.~~should Inthe ~~light~~Company ofbe ~~this~~required ~~material weakness, we performed additional analysis as deemed necessary~~ to ~~ensure~~liquidate ~~that our~~after ~~unaudited~~February ~~interim~~2, ~~financial statements were prepared in accordance with U~~2023.~~S. generally accepted accounting principles.~~

~~Changes in Internal Control over Financial Reporting~~21

During the most recently completed fiscal quarter ended September 30, 2021, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Off-Balance Sheet Arrangements

25As of March 31, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

~~PART~~Contractual ~~II – OTHER INFORMATION~~Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or other long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. We began incurring these fees on January 28, 2021, and will continue to incur these fees monthly until the earlier of the completion of our initial Business Combination or our liquidation.

The underwriters of the IPO are entitled to a deferred underwriting commission of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $10,062,500, upon the completion of our initial business combination subject to the terms of the underwriting agreement. The deferred underwriting commission will be waived by the underwriters in the event that we do not complete an initial business combination.

Critical Accounting Policies and Estimates

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

Common Stock Subject to Possible Redemption

We account for our common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable 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 our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. Our common stock feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of our balance sheets.

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

Net Income Per Common stock

We have 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. The 14,750,000 potential common stock for outstanding warrants to purchase our stock were excluded from diluted earnings per share for the three months ended March 31, 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met.

Offering Costs associated with the Initial Public Offering

We comply with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A common stock were charged to temporary equity upon the completion of the IPO.

Derivative Financial Instruments

We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheets 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. We have determined the warrants are a derivative instrument.

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. We apply 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.

Convertible Promissory Notes – Related Party

We account for our convertible promissory notes under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. We have made such election for our convertible promissory notes. Using the fair value option, the convertible promissory notes are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the notes are recognized as a non-cash gain or loss in our condensed statements of operations.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 approval of any golden parachute payments not previously approved.

Further, Section102 (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. We have 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, we, 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 our 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.

Factors That May Adversely Affect Our Results of Operations

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Through March 31, 2022, our efforts have been limited to organizational activities, activities relating to our IPO and since the IPO, the search for a target business with which to consummate an initial business combination. We have engaged in limited operations and have not generated any revenues. We have not engaged in any hedging activities since our inception on November 4, 2020. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our principal executive officer and principal financial and accounting officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of March 31, 2022, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of March 31, 2022, our disclosure controls and procedures were not effective as of March 31, 2022, due solely to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

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

Management’s Report on Internal Controls over Financial Reporting

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

(1)

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

(2)

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

(3)

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at March 31, 2022. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that our internal control over financial reporting was not effective, due to the material weakness described elsewhere in this Report.

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

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

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the most recent fiscal quarter of 2022 that has materially affected, or is reasonably likely to affect, our internal control over financial reporting. In light of the material weakness described above, we have 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 including making greater use of 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. We believe our efforts will enhance our controls relating to accounting for complex financial transactions, but we can offer no assurance that our controls will not require additional review and modification in the future as industry accounting practice may evolve over time.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

~~Not~~Factors ~~required~~that ~~for~~could acause ~~smaller~~our ~~reporting~~actual ~~company.~~results ~~However~~to differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form 10-K filed with the SEC on April 15, as2022. As of the date of this Quarterly Report on Form 10-Q, except as ~~set~~disclosed ~~forth~~ below, there have been no material changes ~~with respect~~ to ~~those~~the risk factors previously disclosed in ~~the~~our ~~Company’s~~ final prospectus as filed with the SEC on February 1, 2021 and ~~the~~in ~~Company’s~~our ~~quarterly~~Annual ~~report on~~Report on Form 10-QK for the ~~quarter~~year ~~March~~ended December 31, 2021 as filed with the SEC on ~~May~~April 2415, ~~2021~~2022. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

~~The~~Changes ~~Company~~in applicable laws or regulations, including the SEC’s ~~disclosure~~proposed ~~controls~~new ~~and~~rules ~~procedures~~regarding ~~are~~SPAC ~~not effective~~transactions (if adopted), ~~due~~or a failure to ~~material~~comply ~~weakness~~with ~~which~~any ~~exists~~applicable inlaws and regulations, may adversely affect our ~~internal~~business, ~~control~~including ~~over~~our ~~financial~~ability ~~reporting~~to negotiate and complete our Business Combination and results of operations.

~~The~~We ~~Company’s~~are ~~management~~subject ~~has~~to ~~concluded~~laws ~~that~~and ~~our~~regulations ~~disclosure controls~~enacted ~~and~~by ~~procedures~~national, ~~were~~regional ~~not~~and ~~effective~~local asgovernments. ofIn ~~September 30~~particular, ~~2021,~~we ~~due~~will be required to ~~the~~comply ~~material~~with ~~weakness~~certain ~~which~~SEC ~~exists~~and inother ~~our~~legal ~~internal~~requirements. Compliance ~~control~~with, ~~over~~and ~~financial reporting~~monitoring ~~(i)~~of, asapplicable ~~previously~~laws ~~reported~~and inregulations ~~our~~may ~~controls~~be difficult, time consuming and ~~procedures~~costly. ~~for~~Those ~~prior~~laws ~~periods~~and regulations and ~~disclosed~~their ininterpretation ~~our~~and ~~Quarterly~~application ~~Report(s)~~may onalso ~~Form 10-Q~~change asfrom ~~filed~~time ~~with~~to ~~the~~time ~~SEC~~and onthose ~~May~~changes ~~24,~~could ~~2021~~have a material adverse effect on our business, investments and ~~(ii)~~results asof aoperations. ~~result~~In ofaddition, ~~issues~~a ~~related~~failure to ~~classification~~comply ofwith ~~redeemable~~applicable ~~common~~laws ~~stock~~or ~~and~~regulations, ~~the~~as interpreted ~~related~~and ~~restatements~~applied, ofcould ~~our~~have ~~February~~a 2,material ~~2021,~~adverse ~~March~~effect ~~31,~~on ~~2021~~our business, ~~and~~including ~~June~~our ~~30,~~ability ~~2021~~to ~~financial~~negotiate ~~statements~~and ~~(the~~complete ~~“restatements”)~~our ~~regarding~~Business Combination ~~the~~and ~~classification~~results of ~~redeemable common stock~~operations.

~~The~~On ~~material~~March ~~weakness~~30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in ~~our~~business ~~internal~~combination ~~control~~transactions ~~over~~involving special purpose acquisition companies (“SPACs”) and private operating companies; amending the financial statement requirements applicable to transactions involving ~~reporting~~shell ~~may~~companies; ~~result~~effectively limiting the use of projections in ~~inaccurate~~SEC ~~financial~~filings ~~reporting~~in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and ~~incorrect~~the ~~financial~~extent ~~statements~~to which SPACs could become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our ability to negotiate and complete our Business Combination and may significantly increase the costs and time related thereto.

~~Due~~Recent toincreases ~~the material weakness~~ in ~~our~~inflation ~~internal control over financial reporting, we cannot provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements~~ in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the ~~risk~~United ~~that~~States ~~controls~~and ~~may~~elsewhere become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. Our material weakness in our internal control over financial reporting is a deficiency in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. These material weaknesses could ~~result~~make init amore ~~misstatement~~difficult offor ~~substantially~~us ~~all~~to ~~accounts or~~consummate ~~disclosures that would result in~~ a ~~material~~business ~~misstatement to the annual or interim financial statements that would not be prevented or detected~~combination.

~~The~~Recent increases ~~Company’s~~in ~~prior~~inflation ~~financial~~in ~~statements~~the ~~should~~United ~~not~~States ~~be relied~~and ~~upon~~elsewhere may lead to increased price volatility for publicly traded securities, ~~due~~including ours, and may lead to ~~material~~other ~~misstatements~~national, inregional ~~the~~and ~~Company’s~~international ~~prior~~economic ~~financials~~disruptions, any of which could make it more difficult for us to consummate a business combination.

InMilitary ~~the~~conflict ~~Company’s~~in ~~previously~~Ukraine ~~issued~~could ~~financial statements, a portion~~make ofit ~~the~~more ~~Class~~difficult Afor ~~common~~us ~~stock was classified as permanent equity~~ to ~~maintain net tangible assets greater than $5,000,000 on the basis that the Company will~~ consummate ~~its initial Business Combination only if the Company has net tangible assets of at least $5,000,001. Thus, the company has historically classified~~ a ~~portion~~business ~~of Class A common stock in permanent equity to satisfy the $5,000,000 net tangible asset requirement~~combination.

~~However,~~Military conflict in ~~light~~Ukraine ofmay ~~recent~~lead ~~comment letters issued by the SEC~~ to ~~several~~ ~~special~~increased ~~purpose~~price ~~acquisition~~volatility ~~companies,~~for ~~management~~publicly ~~re-evaluated~~traded ~~the~~securities, ~~Company’s~~including ~~application~~ours, ofand ~~ASC~~may ~~480-10-S99-3A~~lead to ~~its~~other ~~accounting classification~~national, ofregional ~~the~~and ~~Class~~international economic Adisruptions ~~common~~and ~~stock.~~economic ~~Upon re-evaluation~~uncertainty, ~~management~~any ~~determined that the Class A common stock include certain provisions that require classification~~ of ~~the~~which ~~Class~~could Amake ~~common~~it ~~stock~~more asdifficult ~~temporary~~for ~~equity~~us ~~regardless~~to ofidentify ~~the~~a ~~minimum~~business ~~net~~combination ~~tangible~~partner and ~~asset~~consummate ~~required~~a bybusiness ~~the Company~~combination toon ~~complete~~acceptable ~~its~~commercial ~~initial~~terms ~~Business~~or ~~Combination~~at all.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impact was material to the previously presented financial statements and those previously issued financial statements should no longer be relied upon. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements should be restated to report all Class A common stock as temporary equity. As such the Company is reporting these restatements to those periods in this Quarterly Report.25

Regarding the restatements to the Mach 31, 2021 and June 30, 2021 quarterly financial statements included in the Company’s Form 10-Qs, as filed with the SEC on May 24, 2021 and August 20, 2021, respectively, as well as the Company’s balance sheet included on the Company’s Form 8-K, as filed with the SEC on February 28, 2021, and restated on the Form 10-Q filed with the SEC on May 24, 2021, certain redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of the Class A common stock in permanent equity. The Company restated its financial statements to classify all Class A common stock as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Use of Proceeds

On February 2, 2021, we consummated our ~~initial public offering~~ IPO of 28,750,000 units, including 3,750,000 units issued pursuant to the exercise of the underwriters’ over-allotment option in full. Each unit consists of one share of Class A common stock, par value $0.0001 per share, and one-third 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 $287,500,000. On February 2, 2021, simultaneously with the consummation of our ~~initial public offering~~IPO, we completed the private sale of an aggregate of 5,166,667 warrants at a purchase price of $1.50 per private placement warrant, to Clarim Partners, LLC (“Sponsor”), generating gross proceeds of $7,750,000.

Following the closing of our ~~initial~~IPO ~~public offering~~ on February 2, 2021, a total of $287,500,000 comprised of $281,750,000 of the proceeds from the IPO and $5,750,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. The proceeds held in the trust account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act, as amended.

There has been no material change in the planned use of the proceeds from our ~~initial~~IPO ~~public offering~~ and the private placement as is described in the Company’s final prospectus related to our ~~initial public offering~~IPO.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.

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

No.		Description of Exhibit
10.1*		Promissory Note, dated November 19, 2021
10.1		Promissory Note, dated March 31, 2022 (Incorporated by reference to the Company’s Form 8-K, filed with the SEC on April 6, 2022)
31.1*		Certification of the Principal Executive Officer ~~Pursuant~~pursuant to ~~Securities~~Rule ~~Exchange Act Rules~~ 13a-14(a) and 15Rule15(d)-14(a) under the Securities Exchange Act of 1934, as adopted ~~Pursuant~~pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of the Principal Financial Officer ~~Pursuant~~pursuant to ~~Securities~~Rule ~~Exchange Act Rules~~ 13a-14(a) and 15Rule15(d)-14(a) under the Securities Exchange Act of 1934, as adopted ~~Pursuant~~pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of the Principal Executive Officer ~~Pursuant~~pursuant to 18 U.S.C. Section 1350, as adopted ~~Pursuant~~pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of the Principal Financial Officer ~~Pursuant~~pursuant to 18 U.S.C. Section 1350, as adopted ~~Pursuant~~pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith. ** Furnished.

28** Furnished herewith.

SIGNATURES

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: November 22, 2021	CLARIM ACQUISITION CORP.
Dated: May 23, 2022	CLARIM ACQUISITION CORP.
	By:	/s/ James F. McCann
		James F. McCann
		Chief Executive Officer and Chairman of the Board
		(Principal Executive Officer)

Dated: November 22, 2021	By:	/s/ Jaymin Patel
Dated: May 23, 2022	By:	/s/ Jaymin Patel
		Jaymin Patel
		Chief Financial Officer, President and Director
		(Principal Financial Officer)
		(Principal Accounting and Financial Officer)

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