UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~December 3031, 2022

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

For the transition period from to

Commission file number: 001-40198

Tech and Energy Transition Corporation

(Exact name of registrant as specified in its charter)

Delaware		83-0781939
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

125 W 55th St New York, New York		10019
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 231-1000

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, 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 ☐

Securities registered pursuant to Section 12(b) of of the Exchange 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, $0.0001 par value, and one-third of one redeemable warrant	TETCU	The Nasdaq Stock Market LLC
Shares of Class A common stock included as part of the Units	TETC	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the Units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	TETCWS	The Nasdaq Stock Market LLC

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

As of ~~November~~February 417, ~~2022~~2023, there were 38,500,000 shares of the Registrant’s Class A common stock and 9,625,000 shares of the Registrant’s Class B common stock, par value $0.0001 per share, issued and outstanding.

TECH AND ENERGY TRANSITION CORPORATION

Quarterly Report on Form 10-Q

Table of Contents

		Page No.
PART I-FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and March 31, 2022	1
	Condensed Balance Sheets as of December 31, 2022 (Unaudited) and March 31, 2022	1
	Condensed Statements of Operations for the three and six months ended September 30, 2022 and September 30, 2021 (Unaudited)	2
	Condensed Statements of Operations for the three and nine months ended December 31, 2022 and December 31, 2021 (Unaudited)	2
	Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended September 30, 2022 and September 30, 2021 (Unaudited)	3
	Condensed Statements of Changes in Stockholders’ Deficit for the nine months ended December 31, 2022 and December 31, 2021 (Unaudited)	3
	Condensed Statements of Cash Flows for the three and six months ended September 30, 2022 and September 30, 2021 (Unaudited)	4
	Condensed Statements of Cash Flows for the three and nine months ended December 31, 2022 and December 31, 2021 (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2119
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2725
Item 4.	Controls and Procedures	2725
PART II-OTHER INFORMATION		2927
Item 1.	Legal Proceedings	2927
Item 1A.	Risk Factors	2927
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	2927
Item 3.	Defaults Upon Senior Securities	3028
Item 4.	Mine Safety Disclosures	3028
Item 5.	Other Information	3129
Item 6.	Exhibits	3129

PART I-FINANCIAL ~~INFORMATION1~~ INFORMATION

Item 1. Financial Statements

TECH AND ENERGY TRANSITION CORPORATION

CONDENSED BALANCE SHEETS

	September 30, 2022			March 31, 2022
	December 31, 2022			March 31, 2022
	(Unaudited)
Assets
Current assets:
Cash	$	~~409~~215,~~000~~726		$	239,492
Prepaid expenses		~~300~~137,~~248~~294			544,095
Total current assets		~~709~~353,~~248~~020			783,587
Investments held in trust account		~~386~~389,~~721~~482,~~208~~228			385,045,219
Total assets	$	~~387~~389,~~430~~835,~~456~~248		$	385,828,806
Liabilities, Redeemable Shares and Stockholders’ Deficit
Current liabilities:
Accrued offering costs and expenses	$	~~527~~103,~~740~~598		$	1,552,388
Due to related party		2,299			2,299
Accrued income taxes		~~398~~475,~~937~~533			-
Promissory Note – related party		632,300			-
Promissory Note - related party		395,070			-
Total current liabilities		1976,~~561,276~~500			1,554,687
Derivative warrant liabilities		1606,~~010,~~000			5,656,000
Deferred Underwriters’ Discount		13,475,000			13,475,000
Total liabilities	$	1615,~~046~~057,~~276~~500		$	20,685,687
Commitments and Contingencies (Note 6)
Class A Common Stock subject to possible redemption, 38,500,000 shares at redemption value	$	~~386~~389,~~501~~005,~~298~~722		$	385,000,000
Stockholders’ Deficit
Common stock, Class B $0.0001 par value; 50,000,000 shares authorized, 9,625,000 shares issued and outstanding at September 30, 2022 and March 31, 2022		963			963
Common stock, Class B $0.0001 par value; 50,000,000 shares authorized, 9,625,000 shares issued and outstanding at December 31, 2022 and March 31, 2022		963			963
Additional paid-in-capital		-			-
Accumulated Deficit		(1514,~~118~~228,~~081~~937	)		(19,857,844	)
Total stockholders’ deficit	$	(1514,~~117~~227,~~118~~974	)	$	(19,856,881	)
Total liabilities and stockholders’ deficit	$	~~387~~389,~~430~~835,~~456~~248		$	385,828,806

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

TECH AND ENERGY TRANSITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	For the three months ended September 30						For the six months ended September 30
	For the three months ended December 31						For the nine months ended December 31
	2022			2021			2022			2021
Income/(Expense)
Formation and operating expenses	$	~~483~~51,~~032~~986		$	~~325~~1,~~640~~140,290		$	~~880~~932,~~258~~244		$	~~744~~1,~~958~~885,248
Loss from operations before income tax benefit		(~~483~~51,~~032~~986	)		(~~325~~1,~~640~~140,290	)		(~~880~~932,~~258~~244	)		(~~744~~1,~~958~~885,248	)
Change in fair value of warrant liabilities		2404,~~020,~~000			6(606,~~739,667~~000	)		45,~~646~~050,000			43,~~444~~838,000
Gain on expiration of over-allotment option		-			-			-			1,097,250
Change in fair value of Promissory Note		~~119~~537,~~280~~230			-			~~667~~1,~~700~~204,930			-
Interest Income		13,~~702~~211,~~207~~020			57,~~814~~736			25,~~206~~417,~~556~~576			1119,~~565~~301
Total other income		3,841,487			6,745,481			7,520,256			5,552,815
Total other income (expense)		4,152,250			(598,264	)		11,672,506			4,954,551
Income before provision for income taxes		3,358,455			6,419,841			6,639,998			4,807,857
Income (Loss) before provision for income taxes		4,100,264			(1,738,554	)		10,740,262			3,069,303
Provision for income taxes		(~~325~~706,~~082~~696	)		-			(~~398~~1,~~937~~105,633	)		-
Net Income	$	3,033,373		$	6,419,841		$	6,241,061		$	4,807,857
Net Income (Loss)	$	3,393,568		$	(1,738,554	)	$	9,634,629		$	3,069,303
Weighted average shares outstanding of Class A common stock		38,500,000			38,500,000			38,500,000			38,500,000
Basic and diluted net income per share, Class A common stock	$	0.06		$	0.13		$	0.13		$	0.10
Basic and diluted net income (loss) per share, Class A common stock	$	0.07		$	(0.04	)	$	0.20		$	0.06
Weighted average shares outstanding of Class B common stock		9,625,000			9,625,000			9,625,000			9,~~869~~787,~~570~~750
Basic and diluted net income per share, Class B common stock	$	0.06		$	0.13		$	0.13		$	0.10
Basic and diluted net income (loss) per share, Class B common stock	$	0.07		$	(0.04	)	$	0.20		$	0.06

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

TECH AND ENERGY TRANSITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER 30,~~DECEMBER 31, 2022

	Class A Common Stock				Class B Common Stock				Additional Paid-In-		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balances, March 31, 2022		-	$	-		9,625,000	$	963	$	-	$	(19,857,844	)	$	(19,856,881	)
Net Income		-		-		-		-		-		3,207,688			3,207,688
Accretion on redeemable Class A common stock		-		-		-		-		-		(425,713	)		(425,713	)
Balances, June 30, 2022		-	$	-		9,625,000	$	963		-	$	(17,075,869	)	$	(17,074,906	)
Net Income		-		-		-		-		-		3,033,373			3,033,373
Accretion on redeemable Class A common stock		-		-		-		-		-		(1,075,585	)		(1,075,585	)
Balances, September 30, 2022		-	$	-		9,625,000	$	963		-	$	(15,118,081	)	$	(15,117,118	)
Net Income		-		-		-		-		-		3,393,568			3,393,568
Accretion on redeemable Class A common stock		-		-		-		-		-		(2,504,424	)		(2,504,424	)
Balances, December 31, 2022		-	$	-		9,625,000	$	963		-	$	(14,228,937	)	$	(14,227,974	)

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER 30,~~DECEMBER 31, 2021

	Class A Common Stock				Class B Common Stock						Additional Paid-In-		Accumulated			Total Stockholders’
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balances, March 31, 2021		-	$	-		11,068,750		$	1,107		$	-	$	(29,368,294	)	$	(29,367,187	)
Class B Common Stock forfeiture		-		-		(1,443,750	)		(144	)		-		144			-
Accretion on redeemable Class A common stock		-		-		-			-			-		(1,097,250	)		(1,097,250	)
Net Loss		-		-		-			-			-		(1,611,984	)		(1,611,984	)
Balances, June 30, 2021		-	$	-		9,625,000		$	963		$	-	$	(32,077,384	)	$	(32,076,421	)
Net Income		-		-		-			-			-		6,419,841			6,419,841
Balances, September 30, 2021		-	$	-		9,625,000		$	963		$	-	$	(25,657,543	)	$	(25,656,580	)
Net Loss		-		-		-			-			-		(1,738,554	)		(1,738,554	)
Balances, December 31, 2021		-	$	-		9,625,000		$	963		$	-	$	(27,396,097	)	$	(27,395,134	)

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

TECH AND ENERGY TRANSITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

	For the six months ended September 30
	For the nine months ended December 31
	2022			2021
Cash flows from operating activities:
Net Income	$	69,~~241~~634,~~061~~629		$	43,~~807~~069,~~857~~303
Adjustments to reconcile net loss to net cash used in operating activities
Change in fair value of warrant liabilities		(45,~~646~~050,000	)		(43,~~444~~838,000	)
Gain on expiration of over-allotment option		-			(1,097,250	)
Change in fair value of Promissory Note		(~~667~~1,~~700~~204,930	)		-
Interest earned from investments held in Trust Account		(25,~~206~~417,~~556~~576	)		(1119,~~565~~301	)
Cash transferred from Trust Account for payment of tax obligations		530,567			-
Change in operating assets and liabilities
Prepaid expense		~~243~~406,~~847~~801			~~263~~427,~~239~~775
Accrued offering costs and accounts payable		(1,~~024~~448,~~648~~790	)		(1,~~745~~112,~~114~~878	)
Accrued income taxes		~~398~~475,~~937~~533			-
Net cash used in operating activities	$	(12,~~130~~604,~~492~~333	)	$	(2,~~226~~570,~~833~~351	)
Cash flows from investing activities:
Cash withdrawn from Trust Account to pay franchise taxes and income taxes		980,567			-
Net cash provided by investing activities	$	980,567		$	-
Cash flows from financing activities:
Proceeds from issuance of promissory note to related party		1,~~300~~600,000			-
Net cash provided by financing activities	$	1,~~300~~600,000		$	-
Net change in cash		~~169~~(23,~~508~~766	)		(2,~~226~~570,~~833~~351	)
Cash at beginning of period		239,492			3,149,760
Cash at end of period	$	~~409~~215,~~000~~726		$	~~922~~579,~~927~~409
Supplemental disclosure of noncash financing activities:
Remeasurement of Class A Common Stock subject to possible redemption – Accretion		1,501,298			-
Remeasurement of Class A Common Stock subject to possible redemption - Accretion	$	4,005,721		$	-
Remeasurement of Class A Common Stock subject to possible redemption - Expiration of overallotment option	$	-		$	1,097,250
Supplemental information
Income taxes paid	$	630,100		$	-

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

TECH AND ENERGY TRANSITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)2

Note 1 - Description of Organization, Business Operations and Liquidity

Tech and Energy Transition Corporation (formerly known as M Acquisition Company IV Corporation) (the “Company”) was incorporated in Delaware on December 4, 2017. 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 (the “Business Combination”).

Although the Company is not limited to a particular industry or sector for the purpose of consummating a Business Combination, the Company intends to focus its search on companies in end markets - communications, internetworking, clean energy, digital technology and services and software applications that enable or support digital transformation. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~September~~December 3031, 2022, the Company had not yet commenced operations. All activity through ~~September~~December 3031, 2022 relates to the Company’s formation and initial public offering (“IPO”), and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected March 31st as its fiscal year end.

The Company’s sponsor is Tech and Energy Transition Sponsor LLC (the “Sponsor”), a Delaware limited liability company.

The registration statement for the Company’s IPO was declared effective on March 16, 2021 (the “Effective Date”). On March 19, 2021, the Company consummated the IPO of 38,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $385.00 million, which is discussed in Note 3. Transaction costs of the IPO amounted to $22.23 million consisting of $7.70 million of underwriting commission, $13.47 million of deferred underwriting commission, and $1.06 million of other offering costs, which is discussed in Note 6.

The underwriters had a 45-day option from the date of the IPO to purchase up to an additional 5,775,000 units to cover over-allotments, if any. On April 30, 2021, the over-allotment option expired unexercised.

Simultaneously with the closing of the IPO, the Company consummated the sale of 7,366,667 Private Placement Warrants to the Sponsor at a price of $1.50 per Private Placement Warrant, generating total gross proceeds of $11.05 million, which is discussed in Note 4.

Following the closing of the IPO on March 19, 2021, $385.00 million ($10.00 per Unit) from the net proceeds of the IPO and the sale of the Private Placement Warrants was placed in a Trust Account with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay ~~its~~any ~~franchise~~tax ~~and~~obligation ~~income~~owed ~~tax~~by ~~obligations~~the Company as a result of assets of the Company or interest or other income earned on the Trust Account (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earlier of (i) the completion of the Company’s initial Business Combination and (ii) the redemption of 100% of the Company’s public shares if the Company is unable to complete the Company’s initial Business Combination within 24 months from the closing of the IPO (the “Combination Period”). The proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the Public Shares, (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares (as defined below in Note 3) for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share).

These Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination.

If the Company is unable to complete a Business Combination within the Combination Period ending March 19, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay ~~franchise~~any ~~and~~tax obligation owed by the Company as a result of assets of the Company or interest or other income ~~taxes~~earned on the Trust Account (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be ~~only~~less than $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, except for the Company’s independent registered public accounting firm, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

The accompanying financial statements have been ~~prepared~~ prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and ~~satisfaction~~ satisfaction of liabilities in the normal course of business. As of ~~September~~December 3031, 2022, the Company had approximately $0.4122 million in its operating bank account and working capital deficit of approximately $0.6362 million.

The Company’s liquidity needs prior to the completion of the Initial Public Offering were satisfied through a payment from the Sponsor of $27,467 (see Note 5) for the Founder Shares, borrowings under the Promissory Note totaled $275,000 (see Note 5), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. Borrowing from Promissory Note was fully repaid upon the consummation of the IPO on March 19, 2021, has expired and no further borrowing are allowed. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied from the proceeds from the consummation of the Initial Public Offering and the Private Placement not held in the Trust Account and working capital loans.

In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). On January 31, 2022 the Sponsor committed to make available to the Company, under a promissory note, up to $1,600,000 to finance transaction costs in connection with a Business Combination (the “Promissory Note”). The promissory note is non-interest bearing and due on the earlier of (i) the date of the Business Combination or (ii) the second anniversary of the completion of the IPO. Up to $1,500,000 of the Promissory Note may be converted into warrants to purchase shares of Class A common stock at a conversion price of $1.50 per warrant at the option of Sponsor. If Sponsor elects such conversion, the terms of the warrants issued in connection with such conversion would be identical to the Private Placement Warrants. If the Company fails to consummate a business combination, then the outstanding debt under the Promissory Note will be forgiven by Sponsor (pursuant to an arrangement to be agreed to by the parties), except to the extent of any funds held outside of the Company’s Trust Account (as defined below) after paying all other fees and expenses of the Company. The Company has drawn $500,000 on April 11, 2022 and $800,000 on June 30, 2022 on the Promissory Note. (See Note 5)6

~~Based~~In onorder ~~the~~to ~~foregoing,~~finance ~~management~~transaction ~~believes~~costs ~~that~~in connection with a Business Combination, the Company’s ~~will~~Sponsor ~~have~~or ~~sufficient~~an ~~working~~affiliate ~~capital~~of the Sponsor or certain of the Company’s officers and directors ~~borrowing~~may, ~~capacity~~but are not obligated to, ~~meet~~provide ~~its~~the ~~needs~~Company ~~through~~Working Capital Loans (see Note 5). On January 31, 2022 the Sponsor committed to make available to the Company, under a promissory note, up to $1,600,000 to finance transaction costs in connection with a Business Combination (the “Promissory Note”). The promissory note is non-interest bearing and due on the earlier of (i) the ~~consummation~~date of a the Business Combination or ~~one~~(ii) ~~year~~the ~~from~~second ~~this~~anniversary ~~filing.~~of ~~Over~~the ~~this~~completion ~~time~~of ~~period~~the IPO. Up to $1,500,000 of the ~~Company~~Promissory ~~will~~Note may be ~~using~~converted into ~~these~~warrants ~~funds~~to ~~for~~purchase ~~paying~~shares ~~existing~~of ~~accounts payable,~~Class ~~identifying~~A ~~and~~common ~~evaluating~~stock ~~prospective~~at ~~initial~~a ~~Business~~conversion ~~Combination~~price ~~candidates,~~of ~~performing~~$1.50 ~~due~~per ~~diligence~~warrant onat ~~prospective~~the ~~target businesses,~~option ~~paying~~of ~~for~~Sponsor ~~travel~~and ~~expenditures~~$100,000 is ~~selecting~~non-convertible ~~the~~and ~~target~~require ~~business~~a tocash ~~merge~~settlement ~~with~~upon orbusiness ~~acquire,~~combination. ~~and~~If ~~structuring~~Sponsor elects such conversion, ~~negotiating~~the ~~and~~terms ~~consummating~~of the ~~Business~~warrants ~~Combination.~~issued ~~Our~~in ~~cash~~connection onwith ~~hand~~such ~~along~~conversion ~~with~~would ~~our~~be ~~ability~~identical to ~~draw~~the ~~additional~~Private ~~$300~~Placement Warrants. If the Company fails to consummate a business combination,~~000~~ onthen ~~our~~the outstanding debt under the Promissory Note will ~~provide~~be usforgiven ~~sufficient~~by Sponsor (pursuant to an arrangement to ~~liquidity~~be agreed to ~~address~~by ~~our~~the ~~working~~parties), ~~capital~~except ~~needs.~~to ~~Further~~the extent of any ~~future~~funds ~~tax~~held ~~obligations~~outside ~~will~~of bethe ~~covered~~Company’s byTrust Account (as defined below) after paying all other fees and expenses of the ~~interest~~Company. ~~earned~~The Company has drawn $500,000 on ~~the~~April ~~funds~~11, 2022, $800,000 on June 30, 2022, and $300,000 ~~held~~on inNovember ~~Trust~~15, ~~account~~2022 on the Promissory Note totaling $1,600,000 outstanding as of December 31,2022. (See Note 5)

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Our cash on hand along with support from the sponsor will provide us sufficient liquidity to address our working capital needs through our liquidation date. Further any future tax obligations will be covered by the interest earned on the funds held in Trust account.

Going Concern

Until consummation of the Business Combination, the Company will be using the funds not held in the Trust Account, and the Working Capital Loans (as described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating a business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, affiliates, officers, directors, or third parties. Except as contemplated by the terms of the Promissory Note (see Note 5), the Company’s Sponsor, affiliates, officers or directors are not under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. We are also subject to a mandatory liquidation and subsequent dissolution requirement if we do not complete our initial business combination by March 19, 2023. We cannot assure you that our plans to raise capital or to consummate an initial business combination before March 19, 2023 will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern one year from the date these financial statements are issued. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

Emerging Growth Company

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

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

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, 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.

Cash and Cash Equivalents

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

Investments Held in Trust Account

The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Realized and unrealized gains and losses resulting from the change in fair value of these securities is included in investment income on Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Concentration of Credit Risk

Financial instruments that potentially subject ~~the~~ the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal ~~depository~~ depository insurance coverage of $250,000. At ~~September~~December 3031, 2022 and 2021, the Company has not experienced losses on these accounts and ~~management~~ management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value (see Note 10):

●

Level 1 - Quoted prices in active markets for identical assets or liabilities on the reporting date.

●

Level 2 - Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

●

Level 3 - Pricing inputs are generally unobservable and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require management’s judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using factors that involve considerable judgment and interpretations, including but not limited to private and public comparables, third-party appraisals, discounted cash flow models, and fund manager estimates.

As of ~~September~~December 3031, 2022 and March 31, 2022, the ~~recorded~~ recorded values of investments held in the Trust Account, prepaid expenses, accounts payable, accrued expenses and expenses due to a related ~~party~~ party approximate the fair values, due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active market, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value.

Derivative warrant liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 “Distinguishing Liabilities from Equity” 480 and ASC Subtopic 815-15 “Derivatives and Hedging - Embedded Derivatives.” The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period as presented (see Note 9).

The 12,833,333 warrants issued in connection with the IPO (the “Public Warrants”) and the 7,366,667 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC Subtopic 815-40 “Derivatives and Hedging - Contracts in Entity’s Own Equity.” Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The Public Warrants and the Private Placement Warrants for periods where no observable traded price was available are valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable blank-check companies without an identified target.

Offering Costs Associated with the Initial Public Offering

The Company complies 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 that are related to the IPO. 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 are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the IPO, approximately $819,000 was included in transaction costs attributable to warrant liabilities in the statement of operations and $21,421,801 was included in stockholders’ equity. The Company will keep deferred underwriting commissions classified as a long-term liability due to the uncertain nature of the closing of a Business Combination and its encumbrance to the Trust Account.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480.

Conditionally redeemable common stock (including ~~common~~ common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption are classified as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Accordingly, as of ~~September~~December 3031, 2022 and March 31, 2022, 38,500,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

The Class A common stock subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic 480-10-S99. Under such guidance, the Company must subsequently measure the shares to their redemption amount because, as a result of the allocation of net proceeds to transaction costs, the initial carrying amount of the common stock is less than $10.00 per share. In accordance with the guidance, the Company has measured the common stock subject to possible redemption to their redemption amount (i.e., $10.00 per share).

Effective with the closing of the Initial Public Offering, the Company recognized approximately $35 million of accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Further the Company recognized approximately $12.0854 million in additional accretion during the ~~period~~three months ended ~~September~~December 3031, 2022 reflecting the interest earned from the funds from ~~the~~ the Class A common stock as the interest earned is subject to redemption except for the amounts used for paying off ~~franchise~~any ~~and~~tax obligation owed by the Company as a result of assets of the Company or interest or other income ~~taxes~~earned on the Trust Account. As a result, the Class A common stock subject to redemption balance is $~~386~~389,~~501~~005,~~298~~722 at ~~September~~December 3031, 2022 from $385,000,000 at March 31, 2022.

Income Taxes

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

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of ~~September~~December 3031, 2022 and March 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

On August 16th, 2022, the 117th Congress passed and the President signed the Inflation Reduction Act of 2022 that covers new and reinstated tax laws that will affect individuals and businesses. Under Accounting Standards Codification (“ASC”) 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The Inflation Reduction Act of 2022 makes broad and complex changes to the U.S. tax code, including, but not limited to: (1) an alternative minimum tax (AMT) on certain large corporations (applicable to tax years beginning after December 31, 2022); (2) a tax on stock buybacks (applicable to repurchases of stock after December 31, 2022) including redemptions) and other various tax law changes.

The new law has not had an impact on the interim ~~financial~~ financial statements for period ended ~~September~~December 3031, 2022 but we will continue to examine the manner in which regulators interpret the new law and its application to SPACs and deSPAC transactions.

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

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

The Company’s effective tax rate was 9.68% and 0.00% for the three months ended September 30, 2022 and September 30, 2021 respectively and 6.01% and 0.00% for the six months ended September 30, 2022 and September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended September 30, 2022 and September 30, 2021, due to changes in fair value of warrant liability, change in fair value of promissory note and the valuation allowance on the deferred tax assets.10

11The Company’s effective tax rate was 17.24% and 0.00% for the three months ended December 31, 2022 and December 31, 2021 respectively and 10.29% and 0.00% for the nine months ended December 31, 2022 and December 31, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended December 31, 2022 and December 31, 2021, due to changes in fair value of warrant liability, change in fair value of promissory note and the valuation allowance on the deferred tax assets.

Net Income (Loss) per Common Share

For purposes of calculating net income (loss) per share, the Company allocated the amount using a ratio reflective of the respective participation right and the weighted average of each class of common stock. Accordingly, basic and diluted income per share of common stock is calculated as follows:

	For the three months ended September 30,						For the six months ended September 30,
	For the three months ended December 31,						For the nine months ended December 31,
	2022			2021			2022			2021
Common stock subject to possible redemption
Numerator:
Net income	$	3,033,373		$	6,419,841		$	6,241,061		$	4,807,857
Net income (loss)	$	3,393,568		$	(1,738,554	)	$	9,634,629		$	3,069,303
Denominator:
Weighted average shares outstanding of Class A common stock		38,500,000			38,500,000			38,500,000			38,500,000
Basic and diluted net income per share, Class A common stock	$	0.06		$	0.13		$	0.13		$	0.10
Basic and diluted net income (loss) per share, Class A common stock	$	0.07		$	(0.04	)	$	0.20		$	0.06
Basic and diluted weighted average shares outstanding, Class B common stock		9,625,000			9,625,000			9,625,000			9,~~869~~787,~~570~~750
Basic and diluted net income per share, Class B common stock	$	0.0607		$	(0.1304	)	$	0.1320		$	0.1006
Proportionate class shares outstanding
Class A		38,500,000			38,500,000			38,500,000			38,500,000
Class B		9,625,000			9,625,000			9,625,000			9,~~869~~787,~~570~~750
		48,125,000			48,125,000			48,125,000			48,~~369~~287,~~570~~750
Weight by class of share
Class A		80	%		80	%		80	%		80	%
Class B		20	%		20	%		20	%		20	%
		100	%		100	%		100	%		100	%

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt -debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

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

Note 3 - Initial Public Offering

On March 19, 2021, the Company consummated the IPO of 38,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share, and one-third of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $385.00 million, and incurring offering costs of approximately $22.23 million, including approximately $7.70 million of underwriting commission, $13.47 million of deferred underwriting commission and $1.06 million of other offering costs.

The Company also granted the IPO underwriters a 45-day option to purchase up to an additional 5,775,000 units to cover over-allotments, if any. On April 30, 2021, the over-allotment option expired unexercised.

Note 4 - Private Placement

Concurrent with the closing of the IPO, the Company consummated the Private Placement of 7,366,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $11.05 million.

Each whole Private Placement Warrant is exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Note 5 - Related Party Transactions

Founder Shares

On December 4, 2017, the Company issued 100 shares of common stock, par value $0.01 per share, for an aggregate consideration of $25,000. As of December 31, 2020, March 31, 2020 and March 31, 2019, the Company recorded a stock subscription receivable of $25,000. The proceeds were received on January 11, 2021.

On January 22, 2021, the Company effectuated a recapitalization in the form of a 90,562.5 for 1 stock split, and as a result, the Sponsor held 9,056,250 shares of our Class B common stock (up to 1,181,250 of which were subject to forfeiture depending on the extent to which the underwriters’ option to purchase additional units was exercised, if at all).

On January 22, 2021, the Company issued to Dan Hesse, Executive Chairman, 1,006,250 shares of our Class B common stock (up to 131,250 of which were subject to forfeiture depending on the extent to which the underwriters’ option to purchase additional units was exercised, if at all) in exchange for an initial investment of $2,467. As of January 22, 2021, the Founder Shares outstanding were 10,062,500, of which the Sponsor held 9,056,250 and Dan Hesse held 1,006,250.

On January 22, 2021, the Company filed an amended and restated certificate of incorporation to change its par value of its Class A and B common stock from $0.01 to $0.0001. Information contained in the financial statements has been adjusted for this split.

On March 16, 2021, the Company effectuated an 11-for-10 stock split of the Class B common stock, resulting in an aggregate outstanding amount of 11,068,750 shares of the Class B common stock (up to 1,443,750 shares of which are subject to forfeiture depending on the extent to which the underwriters’ option to purchase additional units is exercised, if at all), of which the Sponsor holds 9,961,875 shares and Dan Hesse holds 1,106,875 shares. All shares and associated amounts have been retroactively restated to reflect the split (see Note 75).

The Founder Shares will automatically convert into shares of Class A common stock on a one-for-one basis, subject to adjustment, at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions (see Note 7).

Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment, at any time. The initial stockholders agreed to forfeit up to 1,443,750 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter. On April 30, 2021, upon the expiration of the 45-day period and the underwriters not exercising the over-allotment option, 1,443,750 shares of Class B Common Stock were forfeited by the Sponsor and Mr. Hesse in order for the Sponsor, Mr. Hesse and the Independent Directors to maintain ownership of 20.0% of the issued and outstanding shares of common stock of the Company (excluding private units held by the Sponsor). Such forfeited shares were cancelled by the Company.

1312

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

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, lend the Company Working Capital Loans. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the warrants included in the Private Placement Warrants. As of ~~September~~December 3031, 2022, there have been no amounts drawn that remain outstanding.

Promissory Note - Related Party

On December 16, 2020, the Sponsor made available to to the Company, under a promissory note, up to $950,000 to be used for a portion of the expenses of the IPO (the “Note”). ~~The~~ The Note was non-interest bearing and due on the earlier of ~~September~~December 3031, 2021 or the completion of the IPO. The Note funds borrowed of $275,000 were repaid upon the consummation of the IPO on March 19, 2021.

Furthermore, on January 31, 2022 the Sponsor committed to make available to the Company, under a promissory note, up to $1,600,000 to finance transaction costs in connection with a Business Combination (the “Promissory Note”). The promissory note is non-interest bearing and due on the earlier of (i) the date of the Business Combination or (ii) the second anniversary of the completion of the IPO. Up to $1,500,000 of the Promissory Note may be converted into warrants to purchase shares of Class A common stock at a conversion price of $1.50 per warrant at the option of Sponsor and $100,000 is non-convertible and require a cash settlement upon business combination. If Sponsor elects such conversion, the terms of the warrants issued in connection with such conversion would be identical to the Private Placement Warrants. Pursuant to the terms of an agreement between the Company and Sponsor dated February 14, 2022, if the Company fails to consummate a business combination, the outstanding debt under the Promissory Note will be forgiven by Sponsor (pursuant to an arrangement to be agreed to by the parties), except to the extent of any funds held outside of the Company’s trust account after paying all other fees and expenses of the Company. The Company has drawn $500,000 on April 11, 2022, ~~and~~ $800,000 on June 30, 2022, and $300,000 on November 15, 2022, on the Promissory Note.

The Company accounted for $1,500,000 of the convertible portion of the borrowed proceeds under the promissory note under ASC 480 as a liability classified financial instrument and recorded the liability at fair value initially at issuance and for ~~the~~each reporting period ~~ended September 30, 2022~~thereafter. ~~The~~For ~~Company~~the ~~recorded~~remainder ~~change in fair value of~~ $~~119~~100,~~280~~000 ~~and~~of ~~$667,700 for~~ the ~~three~~non-convertible ~~and~~proceeds ~~six~~received ~~months~~under ~~as gain during~~ the ~~period ended September 30, 2022. If the Sponsor converted this~~ promissory note ~~into warrants at period end~~, itthe ~~would~~Company ~~receive~~elected ~~866,667 warrants~~ to ~~purchase~~record ~~Class~~this Afinancial ~~common~~liability ~~stock~~ at ~~$11.50~~fair ~~per~~value ~~share~~by ~~and~~selecting athe ~~total~~ fair value ofoption ~~$8,528,003~~under ~~calculated using~~ASC ~~closing~~825 ~~price~~rather ofthan ~~Class~~on Aaccretion ~~common~~basis ~~stock~~under onASC ~~September 30, 2022~~470.

14The Company recorded change in fair value of $537,230 and $1,204,930 as a gain for the three and nine months ended December 31, 2022. If the Sponsor converted this promissory note into warrants at period end, it would receive 1,066,667 warrants to purchase Class A common stock at $11.50 per share and a total fair value of $10,698,670 calculated using closing price of Class A common stock on December 31, 2022.

Note 6 - Commitments & Contingencies

Registration and Stockholder Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a 45-day option to purchase up to 5,775,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commission. On April 30, 2021, the over-allotment option expired unexercised.

On March 19, 2021, the Company paid an underwriting commission of $7.70 million.

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $13,475,000 in the aggregate, excluding any amounts raised pursuant to the option to purchase additional units. The deferred fee will be paid in cash from the amounts held in the Trust Account solely in the event the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, in February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements and the specific impact on the Company’s financial condition, results of operations and cash flows is also not determinable as of the date of these unaudited condensed financial statements.

Note 7 - Stockholders’ Deficit

Class B common stock - The Company is is authorized to issue 50,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock ~~are~~ are entitled to one vote for each share. As of ~~September~~December 3031, 2022 and March 31, 2022, there were 9,625,000 shares of Class B common stock outstanding.

Prior to the initial Business Combination, holders of Class B common stock have the exclusive right to elect, remove and replace any director, and the holders of Class A Common Stock have no right to vote on the election, removal or replacement of any director. This provisions of the certificate of incorporation may only be amended by a resolution passed by a majority of holders of at least 90% of the outstanding Common Stock entitled to vote thereon. With respect to any other matter submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by applicable law or stock exchange rule, holders of the Class A common stock and holders of the Class B common stock will vote together as a single class, with each share entitling the holder to one vote.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock 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 all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

Note 8 - Derivative Warrant Liabilities

As of ~~September~~December 3031, 2022, and March 31, 2022, the Company has 12,833,333 Public Warrants and 7,366,667 Private Placement Warrants outstanding.

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the warrants included in the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Private Placement Warrants are not subject to redemption.

Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00:

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

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

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

●

if, and only if, the last reported sale price of Class A common stock 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 (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like).

If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants for Class A common stock when the price per share of 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;

●

if, and only if, Reference Value exceeds $10.00 per share (as adjusted); and

●

if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The “fair market value” of our Class A common stock for the above purpose shall mean the volume-weighted average price of the Class A common stock as reported during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide our warrant holders with the final fair market value no later than one business day after the ten-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.365 shares of Class A common stock per whole warrant (subject to adjustment).

In addition, if (x) the Company issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, (i) in the case of any such issuance to the Sponsor or any of its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to the Sponsor or any of its affiliates, without taking into account the transfer of Founder Shares or private placement warrants (including if such transfer is effectuated as a surrender to us and subsequent reissuance by the Company) by the Sponsor in connection with 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 an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price 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 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Note 9 - Over-allotment Option

The Company issued a 45-day over-allotment option to underwriters to purchase up to an additional 5,775,000 units to cover over-allotments, if any, from the date of the IPO. On April 30, 2021, the over-allotment option expired unexercised. ~~Over-allotment options represents freestanding equity-linked financial instruments that is determined to be liability under ASC 480-10-25-8.~~

1816

Note 10 - Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of ~~September~~December 3031, 2022 and March 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

~~September~~December 3031, 2022:

Description

Quoted Prices in Active Markets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Other Unobservable Inputs (Level 3)

Assets:

Investments held in Trust Account

~~386~~389,~~721~~482,~~208~~228

Liabilities:

Derivative warrant liabilities - Public Warrants

~~641~~385,~~667~~000

Derivative warrant liabilities - Private Placement Warrants

~~368~~221,~~333~~000

Promissory Note

~~632~~395,~~300~~070

March 31, 2022:

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	385,045,219	$	-	$	-
Liabilities:
Derivative warrant liabilities - Public Warrants	$	3,593,333	$	-	$	-
Derivative warrant liabilities - Private Placement Warrants	$	-	$	-	$	2,062,667
Promissory Note	$	-	$	-	$	-

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period.

The fair value of the Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a binomial lattice model, which incorporate Level 3 fair value measurement inputs. Subsequently, the fair value of the Public Warrants were valued based on public market quoted prices and Private warrants continue to be valued using binomial lattice model that requires use of level 3 inputs. The change in warrant valuation for the three months ended ~~September~~December 3031, 2022 was $1256,~~284,333~~667 for public warrants and $~~736~~147,~~667~~333 for private warrants totaling to $2404,~~020,~~000 ~~presented~~ presented on the statement of operations.

The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to expected stock-price volatility. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

Following significant inputs to value the Private Placement Warrants:

	As of September 30, 2022			As of March 31, 2022
	As of December 31, 2022			As of March 31, 2022
Risk-free interest rate		4.2053	%		2.42	%
Expected volatility		~~2.30~~-	%		6.20	%
Exercise price	$	11.50		$	11.50
Stock Price	$	910.8403		$	9.77

~~The change in the fair value of the level 3 derivative warrant liabilities for the six months ended September 30, 2022 and year ended March 31, 2022 is summarized as follows:~~17

Level 3 derivative warrant liabilities at March 31, 2022	$	2,062,667
Change in fair value of derivative warrant liabilities		(1,694,333	)
Level 3 derivative warrant liabilities at September 30, 2022	$	368,334

The change in the fair value of the level 3 derivative warrant liabilities for the nine months ended December 31, 2022 and year ended March 31, 2022 is summarized as follows:

~~The~~December fair value of the promissory note is determined by using a Discounted Cash Flow method to value the debt component and a Black-Scholes model to value the debt conversion option into warrants using Level 3 inputs. Inherent in Black-Scholes model are assumptions related to expected stock price volatility. The Company estimates the volatility of its common stock from the volatility of the publicly traded warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the convertible note. The expected life of the convertible debt is assumed to be equivalent to its remaining contractual term. The interest rate is based on the historical rate31, which the Company anticipates remaining at zero. Significant inputs used in the Black-Scholes model are same as those listed above for valuation of Private Placement warrants. The promissory note had a fair value market change of $119,280 for the three months ended September 30, 2022: ~~with an ending balance of $632,300 as stated on the balance sheet.~~

Significant inputs used in valuing the fair value of the debt component include 6.1% cost of capital and 0.5 years to de-SPAC event.

Level 3 derivative warrant liabilities at March 31, 2022	$	2,062,667
Change in fair value of derivative warrant liabilities		(1,841,667	)

Level 3 derivative warrant liabilities at December 31, 2022	$	221,000

March 31, 2022:

Level 3 derivative warrant liabilities at March 31, 2021	$	17,978,000
Transfer of Public Warrants to Level 1		(3,593,333	)
Change in fair value of derivative warrant liabilities		(12,322,000	)

Level 3 derivative warrant liabilities at March 31, 2022	$	2,062,667

The fair value of $1,500,000 convertible portion of the promissory note is determined by using a Discounted Cash Flow method to value the debt component and a Black-Scholes model to value the debt conversion option into warrants using Level 3 inputs. Inherent in Black-Scholes model are assumptions related to expected stock price volatility. The Company estimates the volatility of its common stock from the volatility of the publicly traded warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the convertible note. The expected life of the convertible debt is assumed to be equivalent to its remaining contractual term. The interest rate is based on the historical rate, which the Company anticipates remaining at zero. The fair value of the $100,000 non-convertible portion of the promissory note is based a discounted cash flow model over the remaining expected term.

The promissory note in aggregate had a fair value market change of $537,230 for the three months ended December 31, 2022 with a balance of $395,070 as of December 31, 2022.

Following significant inputs to value the Promissory Note:

	As of December 31, 2022
Risk-free interest rate		4.53	%
Volatility		5.00	%
Warrant strike price	$	11.50
Stock Price	$	10.03
Conversion price	$	1.50
Time to de-SPAC (years)		0.20

Following significant inputs to value the $100,000 non-convertible portion of the Promissory Note:

	As of December 31, 2022
Cost of debt		5.90	%
Probability of transaction		25.00	%
Time to de-SPAC (years)		0.20

Note 11 - Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through, the date that the unaudited condensed financial statements were issued. Based on this review, the Company did not identify any subsequent events that would require adjustment or disclosure in the financial statements.

2018

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References to “we”, “us”, “our” or the “Company” are to Tech and Energy Transition Corporation, except where the context requires otherwise. The following discussion should be read in conjunction with our condensed financial statements and related notes thereto included elsewhere in this Quarterly Report.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q, including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended March 31, 2022 filed with the SEC on June 29, 2022, ~~and~~ Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed with the SEC on August 22, 2022, Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 filed with the SEC on November 4, 2022 and preliminary proxy statement on Schedule 14A for the Special Meeting of Stockholders filed with the SEC on February 1, 2023. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in Delaware on December 4, 2017 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). While we may pursue an initial Business Combination target in any industry or geographic location, we intend to focus our search for a target business operating in certain end markets that are facilitating digital disruptions –- such as communications, energy and industrial software and services –- where technology may be used to unlock a capacity constrained business problem. Our sponsor is Tech and Energy Transition Sponsor LLC (the “Sponsor”), a Delaware limited liability company.

Our registration statement for our initial public offering (the “Initial Public Offering”) was declared effective on March 16, 2021. On March 19, 2021, we consummated our Initial Public Offering of 38,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $385 million and incurring offering costs of approximately $22.2 million, consisting of $7,700,000 of underwriting commission, $13,475,000 of deferred underwriting commission, and $1,066,089 of other offering costs.

Substantially concurrently with the closing of ~~the~~ the Initial Public Offering, we consummated the private placement (the “Private Placement”) of 7,366,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant to our Sponsor, generating gross proceeds of approximately $11.05 million.

2119

Upon the closing of the Initial Public Offering and the Private Placement, an aggregate of $385 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay ~~franchise~~any ~~and~~tax ~~income~~obligation ~~tax~~owed ~~obligations~~by the Company as a result of assets of the Company or interest or other income earned on the Trust Account (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earlier of (i) the completion of the Company’s initial Business Combination or (ii) the redemption of 100% of the Company’s Public Shares if the Company is unable to complete the Company’s initial Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), without extension. The proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority ~~over~~ over the claims of our public stockholders.

If we are unable to complete a Business Combination within the Combination Period, as such period may be extended, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay ~~franchise~~any ~~and~~tax obligation owed by the Company as a result of assets of the Company or interest or other income ~~taxes~~earned on the Trust Account (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

~~Results~~Recent ~~of Operations~~Developments

~~Our~~Special ~~entire~~Meeting ~~activity from inception through September 30, 2022 related to our formation and the preparation for the Initial Public Offering, and, since the closing~~ of the Initial Public Offering, the search for a prospective initial Business Combination. We have neither engaged in any operations nor generated any operating revenues to date. We will not generate any operating revenues until after completion of our initial Business Combination, at the earliest. We generated non-operating income in the form of interest and investment income on cash and cash equivalents and investments. We incurred increased expenses as a result of being a public company (including for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. Additionally, we recognize non-cash gains and losses within other income (expense) related to changes in recurring fair value measurement of our warrant liabilities at each reporting period.Stockholders

~~For~~On February 1, 2023, the ~~six~~Company ~~months~~filed ~~ended~~a ~~September~~preliminary ~~30,~~proxy ~~2022~~statement in connection with a special meeting to be held on March 17, we2023 (the “Special Meeting”) for the purpose of voting on the ~~had~~following proposals: (i) a ~~net~~proposal ~~income~~to amend the Company’s Amended and Restated Certificate of $6Incorporation (the “Certificate of Incorporation”) to extend the date by which the Company must either consummate the initial Business Combination or cease all operations except for the purpose of winding up if it fails to complete such initial Business Combination,~~241,061~~ ~~comprised~~and redeem all of athe shares of Class A common stock, par value $40.0001 per share,~~646~~ from March 19,~~000~~ ~~income~~2023, ~~from~~to ~~changes~~September in19, ~~fair~~2023 ~~value~~(the “Extension Proposal”), (ii) a proposal to amend the Company’s Certificate of ~~warrant~~Incorporation ~~liabilities,~~to ~~$667,700~~eliminate ~~income~~the ~~from~~limitation that the Company may not redeem ~~changes~~shares of Class A common stock to the extent that such redemption would result in ~~fair~~the ~~value~~Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of ~~promissory~~the ~~note~~Securities Exchange Act of 1934, as amended (or any successor rule)) of less than $~~398~~5,~~937~~000,001 (the ~~income~~“Redemption ~~tax~~Limitation ~~provision~~Amendment Proposal”), ~~and~~(iii) ~~$880~~a proposal to amend the Company’s Certificate of Incorporation to set April 5,~~258~~ 2023 as the date by which, upon the approval of ~~general~~the ~~and~~Extension ~~administrative~~Proposal, ~~expenses~~the ~~partially~~Company must redeem shares of Class A common ~~offset~~stock held by ~~approximately~~public $2stockholders who elect to redeem such shares prior to 5:00 p.m.,~~206~~ Eastern Time,~~556~~ on April 3, 2023 (the “Additional Redemption Rights Amendment Proposal”), and (iv) a proposal to approve the adjournment of ~~income~~the onSpecial Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the ~~investments~~event ~~held~~that there are insufficient votes for, or otherwise in connection with, the ~~Trust~~approval ~~Account~~of the Extension Proposal and the Additional Redemption Rights Amendment Proposal.3

~~Liquidity~~Results ~~and~~of ~~Capital Resources~~Operations

AsOur ofentire ~~September~~activity 30from inception through December 31, 2022 related to our formation and the preparation for the Initial Public Offering, weand, ~~had~~since ~~approximately~~the closing of the Initial Public Offering, $0the search for a prospective initial Business Combination.41 ~~million~~We have neither engaged in any operations nor generated any operating revenues to date. We will not generate any operating revenues until after completion of our initial Business Combination, at the earliest. We generated non-operating ~~bank~~income ~~account~~in the form of interest and ~~working~~investment ~~capital~~income ~~deficit~~on cash and cash equivalents and investments. We incurred increased expenses as a result of ~~approximately~~being $0a public company (including for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.63 ~~million~~Additionally, we recognize non-cash gains and losses within other income (expense) related to changes in recurring fair value measurement of our warrant liabilities at each reporting period.4

22For the nine months ended December 31, 2022, we had other income of $11,672,506 offset by $932,244 of general and administrative expenses and $1,105,633 of income tax provision resulting in $9,634,629 of net income.

Our liquidity needs have been satisfied prior to the completion of the Initial Public Offering through a payment from the Sponsor of $27,467 (see Note 5) for the Founder Shares, borrowings under a promissory note of $275,000 (see Note 5), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The promissory note was fully repaid upon the consummation of the Initial Public Offering on March 19, 2021, has expired and no further borrowing are allowed. Subsequent to the consummation of the Initial Public Offering and Private Placement, our liquidity needs have been satisfied from the proceeds from the consummation of the Initial Public Offering and Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or our officers and directors may, but are not obligated to, provide us working capital loans (“Working Capital Loans”). On January 31, 2022, the Sponsor committed to make available to the Company, under a promissory note, up to $1,600,000 to finance transaction costs in connection with a Business Combination (the “Promissory Note”). The Promissory Note is non-interest bearing and due on the earlier of (i) the date of the Business Combination or (ii) the second anniversary of the completion of the Initial Public Offering. Up to $1,500,000 of the Promissory Note may be converted into warrants to purchase shares of Class A common stock at a conversion price of $1.50 per warrant at the option of the Sponsor. If the Sponsor elects such conversion, the terms of the warrants issued in connection with such conversion would be identical to the Private Placement Warrants. If the Company fails to consummate a Business Combination, then the outstanding debt under the Promissory Note will be forgiven by the Sponsor (pursuant to an arrangement to be agreed to by the parties), except to the extent of any funds held outside of the Company’s Trust Account after paying all other fees and expenses of the Company. The Company has drawn $500,000 on April 11, 2022 and $800,000 on June 30, 2022 on the Promissory Note.520

~~Based~~Liquidity ~~on the foregoing, management believes that we will have sufficient working capital~~ and ~~borrowing~~Capital capacity to meet our needs through the earlier of the consummation of a Business Combination or one year from this filing.6 Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Our cash on hand along with our ability to draw additional $300,0007 on our Promissory Note will provide us sufficient liquidity to address our working capital needs. Further any future tax obligations will be covered by the interest earned on the funds held in Trust account.Resources

~~Going~~As ~~Concern~~of December 31, 2022, we had approximately $.22 million in our operating bank account and working capital deficit of approximately $.62 million.

AsOur liquidity needs have been satisfied prior to the completion of ~~September~~the 30Initial Public Offering through a payment from the Sponsor of $27,467 ~~2022~~(see Note 5) for the Founder Shares, weborrowings under ~~had~~a promissory note of $~~0.41~~275,000 ~~million in~~(see ~~cash~~Note 5), and ~~working~~the ~~capital~~net ~~deficit~~proceeds from the consummation of ~~approximately~~the ~~$0.63~~Private ~~million~~Placement not held in the Trust Account. WeThe promissory note was fully repaid upon the consummation of the Initial Public Offering on March 19, 2021, has expired and no further borrowing are ~~also~~allowed. ~~subject~~Subsequent to athe ~~mandatory~~consummation ~~liquidation~~of the Initial Public Offering and ~~subsequent~~Private ~~dissolution~~Placement, our liquidity ~~requirement~~needs ifhave webeen dosatisfied ~~not~~from ~~complete~~the ~~our~~proceeds ~~initial~~from ~~Business~~the ~~Combination~~consummation byof ~~March~~the ~~19,~~Initial ~~2023~~Public Offering and Private Placement not held in the Trust Account. ~~Further~~In addition, wein ~~expect~~order to ~~incur~~finance ~~significant~~transaction costs in ~~pursuit~~ connection with a Business Combination, our Sponsor or an affiliate of our ~~acquisition~~Sponsor, ~~plans.~~or ~~Management’s~~our ~~plans~~officers toand ~~address~~directors ~~this~~may, ~~need~~but ~~for~~are not obligated to, provide us working capital ~~are~~loans ~~discussed~~(“Working inCapital Loans”). ~~Note~~On 1January 31, 2022, the Sponsor committed to ~~our~~make ~~financial~~available ~~statements~~to the Company, under a promissory note, up to $1,600,000 ~~included~~to ~~elsewhere~~finance transaction costs in ~~this~~connection ~~Quarterly~~with ~~Report~~a onBusiness ~~Form~~Combination ~~10-Q~~(the “Promissory Note”). ~~Our~~The ~~plans~~Promissory toNote ~~raise~~is ~~capital~~non-interest bearing and todue ~~consummate~~on ~~our~~the ~~initial~~earlier of (i) the date of the Business Combination or (ii) the second anniversary of the completion of the Initial byPublic ~~March~~Offering. 19Up to $1,500,000 ~~2023~~of ~~may~~the ~~not~~Promissory Note may be ~~successful.~~converted Ininto ~~addition,~~warrants ~~management~~to ispurchase ~~currently~~shares ~~evaluating~~of ~~the~~Class ~~continuing~~A ~~impact~~common stock at a conversion price of $1.50 per warrant at the ~~COVID-19~~option ~~pandemic on~~of the ~~industry~~Sponsor and ~~its~~$100,000 ~~effect~~is onnon-convertible ~~our~~and ~~financial~~require ~~position~~a cash settlement upon business combination. If the Sponsor elects such conversion, ~~results~~the terms of ~~our~~the ~~operations~~warrants ~~and/or~~issued ~~search~~in ~~for~~connection awith ~~target~~such ~~company~~conversion would be identical to the Private Placement Warrants. ~~These~~If ~~factors~~the Company fails to consummate a Business Combination, then the outstanding ~~among~~debt ~~others,~~under ~~raise~~the ~~substantial~~Promissory ~~doubt~~Note ~~about~~will ~~our~~be ~~ability~~forgiven by the Sponsor (pursuant to ~~continue~~an asarrangement ato ~~going~~be ~~concern.~~agreed ~~The~~to ~~financial~~by ~~statements~~the ~~contained~~parties), ~~elsewhere~~except into ~~this~~the ~~Quarterly~~extent ~~Report~~of onany ~~Form~~funds ~~10-Q~~held dooutside ~~not~~of ~~include~~the ~~any~~Company’s ~~adjustments~~Trust ~~that~~Account ~~might~~after ~~result~~paying ~~from~~all ~~our~~other ~~inability~~fees toand ~~continue~~expenses asof athe ~~going~~Company. ~~concern~~The Company has drawn $500,000 on April 11, 2022, $800,000 on June 30, 2022, and $300,000 on November 15, 2022 on the Promissory Note.

~~Related~~Based ~~Party~~on ~~Transactions~~the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Our cash on hand will provide us sufficient liquidity to address our working capital needs. Further any future tax obligations will be covered by the interest earned on the funds held in Trust account.

~~Founder~~Going ~~Shares~~Concern

OnAs of December 431, ~~2017~~2022, ~~the~~we ~~Company~~had ~~issued 100 shares~~$.22 million in ofcash ~~common~~and ~~stock,~~working ~~par~~capital ~~value~~deficit of approximately $0.~~01 per~~62 ~~share,~~million. ~~for~~We anare ~~aggregate~~also ~~consideration~~subject ofto ~~$25~~a mandatory liquidation and subsequent dissolution requirement if we do not complete our initial Business Combination by March 19,~~000~~ 2023. AsFurther, we expect to incur significant costs in pursuit of ~~December~~our ~~31,~~acquisition ~~2020~~plans. Management’s plans to address this need for capital are discussed in Note 1 to our financial statements included elsewhere in this Quarterly Report on Form 10-Q. In addition, ~~March~~management 31is currently evaluating the continuing impact of the COVID-19 pandemic on the industry and its effect on our financial position, ~~2020~~results of our operations and/or search for a target company. ~~March~~These 31factors, ~~2019~~among others, ~~the~~raise ~~Company~~substantial ~~recorded~~doubt aabout ~~stock~~our ~~subscription~~ability ~~receivable~~to ofcontinue ~~$25,000~~as a going concern. The ~~proceeds~~financial ~~were~~statements ~~received~~contained elsewhere in this Quarterly Report on ~~January~~Form ~~11,~~10-Q ~~2021~~do not include any adjustments that might result from our inability to continue as a going concern.

23Related Party Transactions

OnFounder January 22, 2021, the Company effectuated a recapitalization in the form of a 90,562.5 for 1 stock split, and as a result, the Sponsor held 9,056,250 shares of our Class B common stock (up to 1,181,250 of which were subject to forfeiture depending on the extent to which the underwriters’ option to purchase additional units was exercised, if at all).Shares

On ~~January~~December 224, ~~2021~~2017, the Company issued to100 ~~Dan Hesse 1,006,250~~ shares of ~~our Class B~~ common stock, ~~(up~~par ~~to 131,250 of~~value ~~which~~$0.01 ~~were~~per ~~subject~~share, tofor ~~forfeiture~~an ~~depending~~aggregate ~~on the~~consideration ~~extent~~of to$25,000. ~~which~~As ~~the~~of ~~underwriters’~~December ~~option~~31, to2020, ~~purchase~~March ~~additional~~31, ~~units~~2020 ~~was~~and ~~exercised~~March 31, if2019, atthe ~~all)~~Company inrecorded ~~exchange~~a ~~for~~stock ansubscription ~~initial~~receivable ~~investment~~ of $225,~~467~~000. AsThe ofproceeds ~~January 22, 2021, the Founder Shares outstanding~~ were ~~10,062,500,~~ ofreceived ~~which~~on ~~the~~January ~~Sponsor held 9~~11,~~056,250 and Dan~~ ~~Hesse held 1,006,250~~2021.

On ~~March~~January 1622, 2021, the Company effectuated an ~~11-for-10~~a ~~stock~~recapitalization in ~~split~~the form of ~~the~~a ~~Class~~90,562.5 Bfor ~~common~~1 stock split, ~~resulting~~and inas ana ~~aggregate~~result, ~~outstanding~~the ~~amount~~Sponsor ofheld 119,~~068~~056,~~750~~250 shares of ~~the~~our Class B common stock (up to 1,~~443~~181,~~750 shares~~ 250 of which ~~are~~were subject to forfeiture depending on the extent to which the underwriters’ option to purchase additional units iswas exercised, if at all)~~, of which the Sponsor holds 9,961,875 shares and Dan Hesse holds 1,106,875 shares~~. ~~All shares and associated amounts have been retroactively restated to reflect the split (see Note 7).~~

~~The~~On ~~Founder~~January ~~Shares~~22, ~~will~~2021, ~~automatically~~the ~~convert~~Company issued to Dan Hesse ~~into~~1,006,250 shares of our Class AB common stock on(up ato ~~one-for-one basis~~131,250 of which were subject to ~~adjustment,~~forfeiture atdepending on the ~~time~~extent ofto which the ~~Company~~underwriters’s option to purchase additional units was exercised, if at all) in exchange for an initial ~~Business~~investment ~~Combination~~of $2,467. As of January 22, 2021, ~~and~~the ~~are~~Founder ~~subject~~Shares tooutstanding ~~certain~~were ~~transfer~~10,062,500, ~~restrictions~~of ~~(see~~which ~~Note~~the 7)Sponsor held 9,056,250 and Dan Hesse held 1,006,250.

~~Holders~~On ofJanuary ~~Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock~~22, ~~subject to adjustment~~2021, atthe ~~any~~Company ~~time.~~filed ~~The~~an ~~initial~~amended ~~stockholders~~and ~~agreed~~restated tocertificate ~~forfeit~~of upincorporation to ~~1,443,750 Founder~~ ~~Shares~~change toits ~~the~~par ~~extent~~value ~~that the over-allotment option was not exercised in full by the underwriter. On April 30, 2021, upon the expiration~~ of ~~the~~its ~~45-day~~Class ~~period~~A and ~~the underwriters not exercising the over-allotment option, 1,443,750 shares of Class~~ B ~~Common~~common ~~Stock~~stock ~~were~~from ~~forfeited by the Sponsor and Mr~~$0.01 ~~Hesse in order for the Sponsor, Mr. Hesse and the Independent Directors~~ to ~~maintain ownership of 20.~~$0%.0001. ~~of the issued and outstanding shares of common stock of the Company~~Information ~~(excluding~~contained ~~private~~in ~~units held by~~ the ~~Sponsor).~~financial ~~Such~~statements ~~forfeited~~has ~~shares~~been ~~were~~adjusted ~~cancelled~~for bythis ~~the Company~~split.

~~The~~On ~~initial~~March ~~stockholders have agreed~~16, ~~subject to limited exceptions~~2021, ~~not to transfer, assign or sell any of their Founder Shares until~~ the ~~earlier~~Company toeffectuated ~~occur~~an 11-for-10 ~~of:~~stock ~~(A)~~split ~~one year after the completion~~ of the ~~initial~~Class ~~Business Combination or (~~B) ~~subsequent~~common tostock, ~~the~~resulting ~~initial~~in ~~Business~~an ~~Combination,~~aggregate ~~(x)~~outstanding ifamount ~~the~~of ~~last~~11,068,750 ~~reported~~shares ~~sale price~~ of the Class AB common stock ~~equals or exceeds $12.00 per share~~ (asup ~~adjusted~~to ~~for stock splits~~1, ~~stock dividends~~443,750 ~~reorganizations,~~shares ~~recapitalizations and~~of ~~the~~which ~~like)~~are ~~for~~subject ~~any~~to ~~20-trading~~forfeiture ~~days~~depending ~~within~~on ~~any~~the ~~30-trading~~extent ~~day~~to ~~period~~which ~~commencing~~the atunderwriters’ ~~least~~option ~~150~~to ~~days~~purchase additional ~~after~~units ~~the~~is ~~initial~~exercised, ~~Business~~if ~~Combination, or~~at (yall), ~~the~~of ~~date on~~ which the ~~Company~~Sponsor ~~completes~~holds ~~a liquidation~~9, ~~merger~~961,875 ~~capital~~shares ~~stock~~and ~~exchange~~Dan orHesse ~~other~~holds ~~similar~~1,106,875 ~~transaction~~shares. ~~that~~All ~~results~~shares inand ~~all~~associated ofamounts ~~the~~have ~~Company’s~~been ~~stockholders~~retroactively ~~having~~restated ~~the right~~ to ~~exchange~~reflect ~~their~~the ~~shares~~split of(see ~~common~~Note ~~stock for cash, securities or other property~~5).

~~Related~~The ~~Party~~Founder ~~Loans~~Shares will automatically convert into shares of Class A common stock on a one-for-one basis, subject to adjustment, at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions (see Note 7).

InHolders ~~order~~of toFounder ~~finance~~Shares ~~transaction~~may ~~costs~~also inelect ~~connection~~to convert ~~with~~their ashares ~~Business~~of ~~Combination,~~Class ~~the~~B ~~Sponsor~~common orstock into an ~~affiliate~~equal number of ~~the~~shares ~~Sponsor, or certain~~ of ~~the~~Class ~~Company’s~~A ~~officers~~common ~~and directors may~~stock, ~~but~~subject ~~are not obligated~~ to adjustment, ~~lend~~at ~~the~~any ~~Company Working Capital Loans~~time. IfThe ~~the~~initial stockholders ~~Company~~agreed ~~completes~~to aforfeit ~~Business~~up ~~Combination~~to 1,443,750 ~~the~~Founder ~~Company~~Shares ~~would~~to ~~repay~~ the ~~Working~~ ~~Capital~~extent ~~Loans~~that ~~out of~~ the ~~proceeds~~over-allotment ofoption ~~the~~was ~~Trust~~not ~~Account~~exercised ~~released~~in tofull by the ~~Company~~underwriter. ~~Otherwise,~~On ~~the~~April ~~Working~~30, ~~Capital~~2021, ~~Loans~~upon ~~would~~the ~~be repaid~~expiration ~~only out~~ of ~~funds held outside~~ the ~~Trust~~45-day ~~Account.~~period Inand the ~~event~~underwriters ~~that a Business Combination does~~ not ~~close,~~exercising the ~~Company~~over-allotment ~~may use~~option, a1,443,750 ~~portion~~shares of ~~proceeds~~Class ~~held~~B ~~outside~~Common ~~the~~Stock ~~Trust~~were ~~Account~~forfeited toby ~~repay~~ the ~~Working~~Sponsor ~~Capital~~and ~~Loans~~Mr. ~~but~~Hesse ~~no proceeds held~~ in ~~the~~order ~~Trust~~for ~~Account would be used to repay~~ the ~~Working~~Sponsor, ~~Capital Loans~~Mr. ~~Except~~Hesse ~~for~~and the ~~foregoing, the terms of such Working Capital Loans, if any, have not been determined~~Independent ~~and~~Directors noto ~~written~~maintain ~~agreements~~ownership ~~exist~~of ~~with respect to such loans~~20.0% ~~The Working Capital Loans would either be repaid upon consummation~~ of ~~a Business Combination without interest, or, at~~ the ~~lender’s~~issued ~~discretion,~~and upoutstanding toshares ~~$1,500,000~~ of ~~such~~common ~~Working~~stock ~~Capital~~of ~~Loans~~the ~~may~~Company be(excluding ~~convertible~~private ~~into~~units ~~warrants~~held ofby the ~~post Business Combination entity at a price of $1~~Sponsor).~~50 per~~ ~~warrant.~~Such ~~The~~forfeited ~~warrants~~shares ~~would~~were becancelled ~~identical~~by to the ~~warrants included in the Private Placement Warrants~~Company.

24The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the 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 the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

~~Promissory Note –~~ Related Party Loans

OnIn ~~December~~order ~~16,~~to ~~2020~~finance transaction costs in connection with a Business Combination, the Sponsor ~~made~~or ~~available~~an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, lend the Company, ~~under~~Working Capital Loans. If the Company completes a ~~promissory~~Business ~~note~~Combination, upthe Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to ~~$950~~the Company. Otherwise,~~000~~ tothe Working Capital Loans would be ~~used~~repaid ~~for~~only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the ~~expenses~~Trust ofAccount to repay the ~~IPO~~Working (Capital Loans but no proceeds held in the ~~“Note”).~~Trust ~~The~~Account would ~~Note~~be ~~was~~used ~~non-interest~~to ~~bearing~~repay ~~and~~the ~~due~~Working onCapital Loans. Except for the ~~earlier~~foregoing, the terms of ~~September~~such 30Working Capital Loans, ~~2021~~if orany, ~~the~~have ~~completion~~not ofbeen ~~the~~determined and ~~IPO~~no written agreements exist with respect to such loans. The ~~Note~~Working ~~funds~~Capital ~~borrowed~~Loans would either be repaid upon consummation of a Business Combination without interest, or, at the lender’s discretion, up to $~~275~~1,500,000 of such Working Capital Loans may be convertible ~~were~~into ~~repaid~~warrants ~~upon~~of the ~~consummation~~post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the ~~IPO~~warrants included onin ~~March~~the ~~19,~~Private ~~2021~~Placement Warrants.

Furthermore, on January 31, 2022 the Sponsor committed to make available to the Company, under a promissory note, up to $1,600,000 to finance transaction costs in connection with a Business Combination (the “Promissory Note”). The promissory note is non-interest bearing and due on the earlier of (i) the date of the Business Combination or (ii) the second anniversary of the completion of the IPO. Up to $1,500,000 of the Promissory Note may be converted into warrants to purchase shares of Class A common stock at a conversion price of $1.50 per warrant at the option of Sponsor. If Sponsor elects such conversion, the terms of the warrants issued in connection with such conversion would be identical to the Private Placement Warrants. Pursuant to the terms of an agreement between the Company and Sponsor dated February 14, 2022, if the Company fails to consummate a business combination, the outstanding debt under the Promissory Note will be forgiven by Sponsor (pursuant to an arrangement to be agreed to by the parties), except to the extent of any funds held outside of the Company’s trust account after paying all other fees and expenses of the Company. The Company has drawn $500,000 on April 11, 2022, and $800,000 on June 30, 2022 on the Promissory Note. As of September 30, 2022, there were $1,300,000 outstanding under the Working Capital Loans. The Company reports the Promissory Note at fair value of $632,300 at September 30, 2022.822

~~Off-Balance~~Promissory ~~Sheet~~Note ~~Arrangements;~~- ~~Commitments and~~Related ~~Contractual Obligations; Quarterly Results~~Party

AsOn ofDecember ~~September 30~~16, ~~2022~~2020, wethe ~~did~~Sponsor ~~not~~made ~~have~~available ~~any~~to ~~off-balance~~the ~~sheet~~Company, ~~arrangements~~under asa ~~defined~~promissory innote, ~~Item~~up ~~303(~~to $950,000 to be used for a) portion of the expenses of the IPO (4the “Note”)~~(ii)~~. ofThe Note ~~Regulation~~was Snon-Kinterest bearing and ~~did~~due ~~not~~on ~~have~~the ~~any~~earlier ~~commitments~~of December 31, 2021 or ~~contractual~~the ~~obligations~~completion of the IPO. The Note funds borrowed of $275,000 ~~other~~were ~~than~~repaid ~~obligations~~upon ~~disclosed~~the ~~herein~~consummation of the IPO on March 19, 2021.9

~~Commitments~~Furthermore, on January 31, 2022 the Sponsor committed to make available to the Company, under a promissory note, up to $1,600,000 to finance transaction costs in connection with a Business Combination (the “Promissory Note”). The promissory note is non-interest bearing and ~~Contingencies~~due on the earlier of (i) the date of the Business Combination or (ii) the second anniversary of the completion of the IPO. Up to $1,500,000 of the Promissory Note may be converted into warrants to purchase shares of Class A common stock at a conversion price of $1.50 per warrant at the option of Sponsor and $100,000 is non-convertible and require a cash settlement upon business combination. If Sponsor elects such conversion, the terms of the warrants issued in connection with such conversion would be identical to the Private Placement Warrants. Pursuant to the terms of an agreement between the Company and Sponsor dated February 14, 2022, if the Company fails to consummate a business combination, the outstanding debt under the Promissory Note will be forgiven by Sponsor (pursuant to an arrangement to be agreed to by the parties), except to the extent of any funds held outside of the Company’s trust account after paying all other fees and expenses of the Company. The Company has drawn $500,000 on April 11, 2022, $800,000 on June 30, 2022, and $300,000 on November 15, 2022 on the Promissory Note. As of December 31, 2022, there were $1,600,000 outstanding under the Working Capital Loans. The Company reports the Promissory Note at fair value of $395,070 at December 31, 2022.

~~Registration~~Off-Balance ~~Rights~~Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

~~The~~As ~~holders~~ of ~~Founder~~December ~~Shares~~31, ~~Private~~2022, ~~Placement Warrants~~we ~~and~~did ~~warrants~~not ~~that~~have ~~may be issued upon conversion of Working Capital Loans, if~~ any, ~~will~~off-balance sheet bearrangements ~~entitled~~as todefined ~~registration rights (~~in ~~the~~ ~~case~~Item ~~of the Founder Shares, only after conversion of such shares to shares of Class A common stock~~303(a)(4)(ii) ~~pursuant to a registration rights agreement to be signed on or before the date~~ of ~~the~~Regulation ~~prospectus~~S-K ~~for the Initial Public Offering. These holders will be entitled to certain demand~~ and ~~“piggyback”~~did ~~registration rights. However, the registration rights agreement provides that the Company will~~ not ~~permit~~ have any ~~registration~~commitments ~~statement~~or ~~filed~~contractual ~~under~~obligations ~~the Securities Act to become effective until the termination of the applicable lock-up period for~~other ~~the~~than ~~securities~~obligations todisclosed ~~be registered~~herein. ~~The Company will bear the expenses incurred in connection with the filing of any such registration statements.~~

~~Underwriters~~Commitments ~~Agreement~~and Contingencies

~~The~~Registration Company granted the underwriters a 45-day option to purchase up to 5,775,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commission.Rights

OnThe ~~March~~holders 19of Founder Shares, ~~2021~~Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the ~~Company~~case of ~~paid~~the anFounder ~~underwriting~~Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement ~~commission~~to be signed on or before the date of $7the prospectus for the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However,~~700,000~~ the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~The~~Underwriters underwriters are entitled to a deferred fee of (i) $0.35 Unit, or $13,475,000 in the aggregate, excluding any amounts raised pursuant to the option to purchase additional units, and (ii) $0.35 per Unit, or $15,496,250 in the aggregate pursuant to the option to purchase additional units. The deferred fee will be paid in cash from the amounts held in the Trust Account solely in the event the Company completes a Business Combination, subject to the terms of the underwriting agreement.Agreement

25The Company granted the underwriters a 45-day option to purchase up to 5,775,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commission.

~~Critical~~On ~~Accounting~~March ~~Policies~~19, ~~and~~2021, ~~Estimates~~the Company paid an underwriting commission of $7,700,000.

~~This~~The ~~management’s~~underwriters ~~discussion~~are ~~and~~entitled ~~analysis~~to ofa ~~our financial~~deferred ~~condition~~fee ~~and results~~ of (i) ~~operations~~$0.35 isUnit, ~~based~~or ~~on our financial statements~~$13,475,000 ~~which have been prepared~~ in ~~accordance with accounting principles generally accepted in~~ the ~~United~~aggregate, ~~States~~excluding ofany ~~America.~~amounts ~~The~~raised ~~preparation~~pursuant ~~of our financial statements requires us~~ to ~~make estimates and judgments that affect~~ the ~~reported~~option ~~amounts~~to ofpurchase ~~assets,~~additional ~~liabilities~~units, ~~revenues~~ and ~~expenses and the disclosure of contingent assets and~~ ~~liabilities~~(ii) ~~in our financial statements~~$0.35 Onper anUnit, ~~ongoing~~or ~~basis~~$15,496,250 wein ~~evaluate~~the ~~our~~aggregate ~~estimates~~pursuant ~~and~~to ~~judgments,~~the ~~including~~option ~~those related~~ to ~~fair value~~purchase ofadditional ~~financial instruments and accrued expenses~~units. WeThe ~~base~~deferred ~~our~~fee ~~estimates~~will onbe ~~historical experience, known trends and events and various~~paid ~~other~~in ~~factors~~cash ~~that~~from wethe ~~believe~~amounts toheld bein ~~reasonable under~~ the ~~circumstances,~~Trust ~~the~~Account ~~results~~solely ofin ~~which form~~ the ~~basis~~event ~~for making judgments about~~ the ~~carrying~~Company ~~values~~completes ofa ~~assets~~Business ~~and~~Combination, ~~liabilities~~subject ~~that~~to ~~are~~the ~~not readily apparent from other sources. Actual results may differ from these estimates~~terms ~~under~~of ~~different assumptions or conditions. The Company has identified~~ the ~~following~~underwriting ~~as its critical accounting policies:~~agreement.

~~Derivative Warrant Liabilities~~23

WeCritical doAccounting ~~not~~Policies use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ~~ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.~~Estimates

WeThis ~~issued~~management’s andiscussion ~~aggregate~~and analysis of our ~~12,833,333~~financial ~~warrants as~~condition ~~part~~and results of ~~the~~operations ~~Units~~is ~~offered~~based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the ~~Initial~~United ~~Public~~States ~~Offering~~of ~~and~~America. anThe ~~aggregate~~preparation of ~~7,366,667~~our ~~Private~~financial ~~Placement~~statements ~~Warrants~~requires ~~concurrently~~us ~~with~~to make estimates ~~the~~and ~~closing~~judgments ofthat affect the ~~Initial~~reported ~~Public~~amounts ~~Offering.~~of ~~All~~assets, 20liabilities,~~200,000~~ ~~outstanding~~revenues ~~warrants~~and ~~are~~expenses ~~recognized~~and asthe ~~derivative~~disclosure of contingent assets and liabilities in ~~accordance with~~our ~~ASC~~financial ~~815-40~~statements. ~~Accordingly~~On an ongoing basis, we ~~recognize~~evaluate ~~the~~our ~~warrant~~estimates ~~instruments~~and asjudgments, ~~liabilities~~including atthose ~~fair~~related to fair value of financial instruments and ~~adjust~~accrued ~~the~~expenses. ~~instruments~~We tobase ~~fair~~our ~~value at~~estimates ~~each~~on ~~reporting~~historical ~~period.~~experience, ~~The~~known ~~liabilities~~trends ~~are~~and ~~subject~~events toand ~~remeasurement~~various other atfactors ~~each~~that ~~balance~~we ~~sheet~~believe ~~date~~to ~~until~~be ~~exercised,~~reasonable ~~and~~under ~~any~~the ~~change~~circumstances, inthe ~~fair value~~results isof ~~recognized~~which inform ~~our~~the ~~statement~~basis offor ~~operations.~~making ~~The~~judgments ~~fair~~about the ~~value~~carrying values of ~~warrants~~assets ~~issues~~and inliabilities ~~connection~~that ~~with~~are ~~the~~not ~~initial~~readily ~~public~~apparent ~~offering~~from ~~were fair~~other ~~valued~~sources. ~~using~~Actual ~~quoted~~results ~~market~~may ~~prices~~differ ~~and~~from ~~the~~these ~~private~~estimates under ~~placement~~different ~~warrants~~assumptions ~~were~~or ~~measured~~conditions. atThe ~~fair~~Company ~~value~~has ~~using~~identified athe ~~binomial~~following ~~lattice~~as ~~model.~~its critical accounting policies:

~~Class~~Derivative AWarrant ~~Common Stock Subject to Possible Redemption~~Liabilities

~~Class~~We Ado ~~common~~not ~~stock~~use ~~subject~~derivative instruments to ~~mandatory~~hedge ~~redemption~~exposures ~~(if~~to ~~any)~~cash ~~are~~flow, ~~classified~~market asor ~~liability~~foreign ~~instruments~~currency ~~and are measured at fair value~~risks. ~~Conditionally~~We ~~redeemable~~evaluate ~~Class~~all ~~A common stock (including Class A 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)~~financial ~~are~~instruments, ~~classified~~including asissued ~~temporary~~stock ~~equity.~~purchase ~~At all other times~~warrants, ~~Class A common stock~~ isto ~~classified~~determine asif ~~stockholders’~~such ~~equity.~~instruments ~~Our~~are ~~Class~~derivatives Aor ~~common~~contain ~~stock~~ features ~~certain~~that ~~redemption~~qualify ~~rights~~as ~~that~~embedded ~~are~~derivatives, ~~considered~~pursuant to beASC ~~outside~~480 ~~of our control~~ and ~~subject to the occurrence of uncertain future events~~ASC 815-15. ~~Accordingly,~~The asclassification of ~~September~~derivative 30instruments, ~~2022,~~including ~~38,500,000~~whether ~~shares~~such ofinstruments ~~Class A~~should ~~common~~be ~~stock~~recorded ~~subject~~as toliabilities ~~possible~~or ~~redemption are presented~~ as ~~temporary~~ equity, is ~~outside~~re-assessed ofat the ~~stockholders’~~end ~~equity section~~ of ~~our~~each ~~balance sheet~~reporting period.

~~Net~~We ~~Income~~issued ~~(Loss)~~an ~~Per~~aggregate ~~Common~~of ~~Stock~~12,833,333 warrants as part of the Units offered in the Initial Public Offering and an aggregate of 7,366,667 Private Placement Warrants concurrently with the closing of the Initial Public Offering. All 20,200,000 outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of warrants issues in connection with the initial public offering were fair valued using quoted market prices and the private placement warrants were measured at fair value using a binomial lattice model.

Net income (loss) per common stock is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. We have not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 20,200,000 shares of the Company’s Class A ~~common~~Common ~~stock~~Stock inSubject ~~the~~to ~~calculation~~Possible ~~of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method.~~Redemption

26Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A 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) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022, and March 31, 2022 38,500,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of our balance sheet.

~~Our statement of operations includes a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share.~~ Net ~~income~~Income (~~loss~~Loss) ~~per~~Per ~~common~~Common stock, basic and diluted for common stock subject to possible redemption is calculated by dividing the interest income (loss) earned on investments held in the Trust Account, by the weighted average number of common stock subject to possible redemption outstanding for the period.Stock

Net income (loss) per ~~share, basic and diluted, for non-redeemable~~ common stock is ~~calculated~~computed by dividing ~~the~~ net income (loss), ~~adjusted~~by ~~for~~the ~~income~~weighted-average ornumber ~~loss~~of onordinary ~~marketable~~shares ~~securities~~outstanding during the period. We have not considered the ~~attributable~~effect toof ~~Common~~the ~~stock~~warrants ~~subject~~sold toin ~~possible~~the ~~redemption,~~Initial byPublic Offering and the ~~weighted~~Private ~~average~~Placement ~~number~~to purchase an aggregate of ~~non-redeemable~~20,200,000 shares of the Company’s Class A common stock ~~outstanding~~in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive ~~for~~under the ~~period~~treasury stock method.

~~JOBS Act~~24

~~The~~Our ~~Jumpstart~~statement ~~Our~~of ~~Business~~operations ~~Startups~~includes ~~Act~~a presentation of ~~2012 (the~~income ~~“JOBS Act”~~(loss) ~~contains~~per ~~provisions~~share ~~that, among other things, relax certain reporting requirements~~ for ~~qualifying~~common ~~public~~stock ~~companies. We~~subject ~~qualify~~to asredemption anin ~~“emerging~~a ~~growth~~manner ~~company”~~similar ~~and~~to ~~under~~ the ~~JOBS~~two-class ~~Act~~method ~~are~~of ~~allowed~~income to(loss) ~~comply~~per ~~with new or revised accounting pronouncements~~share. ~~based~~Net onincome ~~the effective date for private~~ (~~not publicly traded~~loss) ~~companies.~~per Wecommon ~~are electing to delay the adoption of new or revised accounting standards~~stock, basic and asdiluted afor ~~result,~~common westock ~~may~~subject ~~not~~to ~~comply~~possible ~~with~~redemption ~~new~~is orcalculated ~~revised~~by ~~accounting~~dividing ~~standards on~~ the ~~relevant dates on which adoption of such~~interest ~~standards~~income is(loss) ~~required~~earned ~~for~~on ~~non-emerging~~investments ~~growth~~held ~~companies.~~in Asthe aTrust ~~result~~Account, by the ~~financial~~weighted ~~statements~~average ~~may~~number ~~not~~of becommon ~~comparable~~stock subject to ~~companies~~possible ~~that~~redemption ~~comply~~outstanding ~~with~~for ~~new~~the ~~or revised accounting pronouncements as of public company effective dates~~period.

~~Additionally,~~Net weincome are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (iloss) ~~provide~~per anshare, ~~auditor’s~~basic ~~attestation~~and ~~report on our system of internal controls over financial reporting pursuant to Section 404~~diluted, ~~(ii) provide all of the compensation disclosure that may be required of~~ for non-~~emerging~~redeemable ~~growth~~common ~~public~~stock ~~companies~~is ~~under~~calculated ~~the~~by ~~Dodd-Frank Wall~~dividing ~~Street~~the ~~Reform~~net ~~and~~income ~~Consumer Protection Act,~~ (~~iii~~loss), ~~comply~~adjusted ~~with~~for ~~any~~income ~~requirement~~or ~~that~~loss ~~may~~on bemarketable ~~adopted~~securities ~~by the PCAOB regarding mandatory~~attributable ~~audit~~to ~~firm~~Common ~~rotation~~stock orsubject ~~a supplement~~ to ~~the~~possible ~~auditor’s~~redemption, ~~report~~by ~~providing additional information about~~ the ~~audit~~weighted ~~and~~average ~~the~~number financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of ~~the~~non-redeemable ~~CEO’s~~common ~~compensation~~stock tooutstanding ~~median employee compensation. These exemptions will apply~~ for a ~~period of five years following~~ the ~~completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier~~period.

~~This~~Promissory ~~may~~Note ~~make~~- ~~comparison~~Related of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Party

~~Item 3~~We have borrowed $1,600,000 under related party promissory note that is convertible into Class A common stock at a conversion price of $1.50. The Company accounted for $1,500,000 ~~Quantitative~~of the convertible portion of the borrowed proceeds under the promissory note under ASC 480 as a liability classified financial instrument and ~~Qualitative~~recorded ~~Disclosures~~the ~~About~~liability ~~Market~~at ~~Risk~~fair value initially at issuance and for each reporting period thereafter. For the remainder $100,000 of the non-convertible proceeds received under the promissory note, the Company elected to record this financial liability at fair value by selecting the fair value option under ASC 825 rather than on accretion basis under ASC 470.

WeJOBS ~~are a smaller reporting company as defined by Rule 12b-2 of the Exchange~~ Act ~~and are not required to provide the information otherwise required under this item.~~

~~Item 4~~The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. ~~Controls~~We qualify as an “emerging growth company” and ~~Procedures~~under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

~~Evaluation~~Additionally, we are in the process of ~~Disclosure~~evaluating the ~~Controls~~benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and ~~Procedures~~Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

~~Disclosure~~This ~~controls~~may ~~and~~make ~~procedures~~comparison ~~are~~of ~~controls and other procedures that are 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~~Company’s ~~rules and forms. Disclosure~~financial ~~controls~~statements ~~and~~with ~~procedures~~another ~~include,~~public ~~without~~company ~~limitation,~~that ~~controls~~is ~~and~~neither ~~procedures~~an ~~designed~~emerging togrowth ~~ensure~~company ~~that~~nor ~~information~~an ~~required~~emerging togrowth ~~be disclosed in~~ company ~~reports~~that ~~filed~~has oropted ~~submitted~~out ~~under~~of using the ~~Exchange~~extended ~~Act~~transition isperiod ~~accumulated~~difficult ~~and~~or ~~communicated~~impossible tobecause ~~management,~~of ~~including~~the ~~our~~potential ~~Chief~~differences ~~Executive Officer~~in ~~and~~accounting ~~Chief~~standards ~~Financial Officer, to allow timely decisions regarding required disclosure~~used.

AsItem required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 20223. ~~Based~~Quantitative ~~upon that evaluation, our Chief Executive Officer~~ and ~~Chief~~Qualitative ~~Financial~~Disclosures ~~Officer~~About ~~concluded~~Market that, solely due to the material weaknesses in our internal control over financial reporting relating to the accounting of complex financial instruments, our disclosure controls and procedures were not effective as September 30, 2022.10Risk

27We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

~~Management’s~~Item ~~Report~~4. ~~on Internal~~ Controls ~~over Financial~~and ~~Reporting~~Procedures

AsEvaluation ~~required by SEC rules and regulations implementing Section 404~~ of ~~the~~Disclosure ~~Sarbanes-Oxley~~Controls ~~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 consolidated financial statements for external reporting purposes in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Our internal control over financial reporting includes those policies and procedures that:Procedures

~~(1)~~Disclosure ~~pertain~~controls toand ~~the~~procedures ~~maintenance~~are ofcontrols ~~records~~and other procedures that, are designed to ensure that information required to be disclosed in ~~reasonable~~our ~~detail~~reports filed or submitted under the Exchange Act, ~~accurately~~is recorded, processed, summarized and ~~fairly~~reported ~~reflect~~within the ~~transactions~~time periods specified in the SEC’s rules and ~~dispositions~~forms. ofDisclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the ~~assets~~Exchange ofAct is accumulated and communicated to management, including our ~~company~~Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

~~(2)~~As ~~provide~~required ~~reasonable~~by ~~assurance~~Rules ~~that~~13a-15 ~~transactions~~and ~~are~~15d-15 ~~recorded~~under asthe ~~necessary~~Exchange Act, toour ~~permit~~Chief ~~preparation~~Executive Officer and Chief Financial Officer carried out an evaluation of ~~financial~~the ~~statements~~effectiveness inof ~~accordance~~the ~~with~~design ~~GAAP,~~and operation of our disclosure controls and procedures as of December 31, 2022. Based upon that evaluation, our ~~receipts~~Chief Executive Officer and ~~expenditures~~Chief ~~are~~Financial Officer ~~being~~concluded ~~made~~that, ~~only~~solely due to the material weaknesses in ~~accordance~~our ~~with~~internal ~~authorizations~~control over financial reporting relating to the accounting of complex financial instruments, our ~~management~~disclosure controls and ~~directors~~procedures were not effective as December 31, ~~and~~2022.

~~(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.~~25

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’s ~~assessed~~Report ~~the~~on effectiveness of our internal control over financial reporting at September 30, 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~~Controls ~~and those criteria, management determined that we did not maintain effective internal control~~ over ~~financial~~Financial ~~reporting as of September 30, 2022.11~~Reporting

~~Changes~~As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley 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 consolidated financial statements for external reporting purposes in ~~Internal~~accordance ~~Control~~with ~~Over~~U.S. ~~Financial~~Generally ~~Reporting~~Accepted Accounting Principles (“GAAP”). Our internal control over financial reporting includes those policies and procedures that:

~~There were no changes in our internal control over financial reporting~~ (~~as such term is defined in Rules 13a-15(f~~1) ~~and~~pertain ~~15d-15(f)~~to of the ~~Exchange~~maintenance ~~Act)~~of ~~during~~records ~~the most recent fiscal year~~ that ~~have materially affected~~, orin ~~are~~reasonable ~~reasonably likely to materially affect~~detail, ~~our~~accurately ~~internal~~and ~~control~~fairly ~~over~~reflect ~~financial reporting. However, as described above, management did implement changes in internal controls over financial reporting during~~ the ~~second~~transactions ~~quarter of fiscal year 2022 designed to remediate material weaknesses related to the accounting of complex financial instruments. We plan to enhance our processes to identify~~ and ~~appropriately~~dispositions ~~apply applicable accounting requirements to better evaluate and understand the nuances~~ of the ~~complex~~ ~~accounting~~assets standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our ~~remediation plan can only be accomplished over time~~company, ~~and we can offer no assurance that these initiatives will ultimately have the intended effects.~~

~~Remediation~~(2) ~~Plan~~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

~~Management~~(3) ~~has~~provide ~~implemented~~reasonable ~~remediation~~assurance ~~steps~~regarding ~~to address~~prevention ~~the~~or ~~material~~timely ~~weaknesses~~detection ~~and~~of tounauthorized ~~improve our internal control over financial reporting. Specifically~~acquisition, weuse ~~expanded~~or ~~and~~disposition ~~improved~~of our ~~review~~ ~~process~~assets ~~for~~that ~~complex~~could ~~securities~~have ~~and~~a ~~related~~material ~~accounting~~effect ~~standards.~~on Wethe ~~plan~~financial to further improve this process by enhancing access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applicationsstatements.

28Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 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 we did not maintain effective internal control over financial reporting as of December 31, 2022.

~~PART II-OTHER~~Changes ~~INFORMATION~~in Internal Control Over Financial Reporting

~~Item 1~~There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, ~~Legal~~as ~~Proceedings~~described above, management did implement changes in internal controls over financial reporting during the third quarter of fiscal year 2022 designed to remediate material weaknesses related to the accounting of complex financial instruments. We plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

~~None.~~Remediation Plan

~~Item 1A~~Management has implemented remediation steps to address the material weaknesses and to improve our internal control over financial reporting. Specifically, we expanded and improved our review ~~Risk~~process ~~Factors~~for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications.

Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form 10-K filed with the SEC on June 29, 2022 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed with the SEC on August 22, 2022. Any of these those 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. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on June 29, 2022 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed with the SEC on August 22, 2022, except as disclosed below. We may also disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.26

~~The~~PART ~~Excise Tax included in the Inflation~~II-OTHER Reduction Act of 2022 may decrease the value of our securities following our initial business combination, hinder our ability to consummate an initial business combination, and decrease the amount of funds available for distribution in connection with a liquidation.INFORMATION

OnItem ~~August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a~~ 1~~% excise tax on the fair market value of stock repurchased by a domestic corporation beginning in 2023, with certain exceptions (the “Excise Tax”)~~. ~~Because~~Legal we are a Delaware corporation and our securities trade on Nasdaq, we are a “covered corporation” within the meaning of the Inflation Reduction Act, and while not free from doubt, it is possible that the Excise Tax will apply to any redemptions of our common stock after December 31, 2022, including redemptions in connection with an initial business combination and any amendment to our certificate of incorporation to extend the time to consummate an initial business combination, unless an exemption is available. Consequently, the value of your investment in our securities may decrease as a result of the Excise Tax. In addition, the Excise Tax may make a transaction with us less appealing to potential business combination targets, and thus, potentially hinder our ability to enter into and consummate an initial business combination. Further, the application of the Excise Tax in the event of a liquidation is uncertain absent further guidance.Proceedings

~~Item 2~~None. ~~Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities~~

~~Unregistered~~Item ~~Sales~~1A. Risk Factors

OnFactors ~~December~~that 4could cause our actual results 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 June 29, ~~2017~~2022, Quarterly Report on Form 10-Q for the ~~Company~~quarter ~~issued~~ended ~~100~~June ~~shares~~30, 2022 filed with the SEC on August 22, 2022, Quarterly ofReport ~~common~~on ~~stock~~Form 10-Q for the quarter ended September 30, ~~par~~2022 ~~value~~filed ~~$0.01~~with ~~per~~the ~~share~~SEC on November 4, 2022 and preliminary proxy statement on Schedule 14A for anthe ~~aggregate~~Special ~~consideration~~Meeting of ~~$25~~Stockholders filed with the SEC on February 1,~~000~~ 2023. Any of these those 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. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on June 29, 2022, Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed with the SEC on August 22, 2022, Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 filed with the SEC on November 4, 2022 and preliminary proxy statement on Schedule 14A for the ~~Company~~Special ~~recorded~~Meeting aof ~~stock~~Stockholders ~~subscription~~filed ~~receivable~~with ofthe ~~$25~~SEC on February 1,~~000~~ 2023, except as disclosed below. ~~The~~We ~~proceeds~~may ~~were~~also ~~received~~disclose onchanges ~~January~~to ~~11,~~such ~~2021~~factors or disclose additional factors from time to time in our future filings with the SEC.

OnOur ~~January~~proximity ~~22,~~to ~~2021,~~our ~~the~~liquidation ~~Company~~date ~~(i) effectuated~~expresses asubstantial ~~recapitalization,~~doubt ~~and~~about ~~as a result, the Sponsor held 9,056,250 shares of~~ our ~~Class~~ability ~~B common stock, (ii) issued~~ to ~~Dan~~continue ~~Hesse~~as ~~1,006,250 shares~~a of“going the Class B common stock in exchange for an initial investment of $2,467 and (iii) filed an amended and restated certificate of incorporation to change its par value of its Class A and B common stock from $0concern.~~01 to $0.0001. As of January 22, 2021, there were 10,062,500 Founder Shares outstanding.~~”

OnAs ~~March~~of 16December 31, ~~2021~~2022, ~~the~~we ~~Company~~had ~~effectuated~~$.22 anmillion in ~~11-for-10~~cash ~~stock~~and ~~split~~working capital deficit of ~~the~~approximately ~~Class~~$.62 Bmillion. ~~common~~We ~~stock,~~are ~~resulting~~also insubject anto ~~aggregate~~a ~~outstanding~~mandatory ~~amount~~liquidation ofand ~~11,068,750~~subsequent ~~shares~~dissolution requirement ofif ~~the~~we ~~Class~~do Bnot ~~common stock,~~complete ofour ~~which~~initial ~~the~~Business ~~Sponsor~~Combination ~~holds~~by 9March 19,~~961,875~~ ~~shares~~2023. ~~and~~Further, ~~Dan~~we ~~Hesse~~expect ~~holds~~to ~~1,106,875~~incur ~~shares.~~significant Ofcosts ~~these~~in pursuit ~~Founder~~of ~~Shares,~~our ~~1,443,750~~acquisition ~~shares~~plans. ~~were subject~~Management’s plans to ~~forfeiture~~address bythis ~~the~~need ~~Sponsor~~for ~~and~~capital ~~Mr.~~are ~~Hesse~~discussed ~~depending~~in onNote ~~the~~1 ~~extent~~ to ~~which~~our ~~the~~financial ~~underwriter’s~~statements included ~~over-allotment~~elsewhere ~~option~~in isthis ~~exercised~~Quarterly Report on Form 10-Q. On ~~April~~These 30factors, ~~2021~~among others, ~~upon~~raise ~~the~~substantial ~~expiration~~doubt ofabout ~~the~~our ~~45-day~~ability ~~period~~to ~~and~~continue ~~underwriters~~as ~~not~~a ~~exercising~~going ~~the~~concern. ~~over-allotment~~The ~~option,~~financial ~~1,443,750~~statements ~~shares~~contained ofelsewhere ~~Class~~in Bthis ~~common~~Quarterly ~~stock~~Report ~~were~~on ~~forfeited~~Form by10-Q ~~the~~do ~~Sponsor~~not ~~and~~include ~~Mr.~~any ~~Hesse,~~adjustments inthat ~~the~~might ~~aggregate~~result from our inability to continue as a going concern.

29If the Amendment Proposal is not approved at the Special Meeting and we do not consummate an initial Business Combination by March 19, 2023, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Trust Account (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the Company’s board of directors in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the Delaware law to provide for claims of creditors and other requirements of applicable law.

~~The~~Item ~~Founder~~2. ~~Shares~~Unregistered ~~will~~Sales ~~automatically convert into shares~~ of ~~Class~~Equity ASecurities ~~common~~and ~~stock~~Use ~~on a one-for-one basis, subject to adjustment, at the time~~ of ~~the~~Proceeds ~~Company’s~~from ~~initial~~Registered ~~Business Combination and are subject to certain transfer restrictions.~~Securities

~~Holders~~Unregistered of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment, at any time. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the 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 the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.Sales

~~Our~~On ~~Sponsor~~December ~~purchased 7~~4,~~366,667~~ ~~Private Placement Warrants~~2017, ~~each~~the ~~exercisable~~Company toissued ~~purchase~~100 ~~one share~~ shares of ~~Class~~common Astock, ~~Common~~par ~~Stock~~value at $110.5001 per share, atfor aan ~~price~~aggregate consideration of $125,000.50 ~~per~~As ~~warrant~~of ~~($11.05 million~~December in31, 2022, the ~~aggregate),~~Company inrecorded a stock ~~private~~subscription ~~placement~~receivable ~~that~~of ~~closed~~$25,000. ~~substantially~~The ~~concurrently~~proceeds ~~with~~were ~~the~~received ~~closing~~on ofJanuary ~~the~~11, ~~Initial Public Offering~~2021.

~~This~~On ~~issuance~~January ~~was~~22, ~~made~~2021, ~~pursuant~~the toCompany ~~the~~(i) ~~exemption~~effectuated a ~~from~~recapitalization, ~~registration~~and ~~contained~~as ina ~~Section~~result, 4the Sponsor held 9,056,250 shares of our Class B common stock, (aii)~~(2)~~ issued to Dan Hesse 1,006,250 shares of the ~~Securities~~Class ~~Act.~~B Nocommon ~~underwriting~~stock ~~discounts~~in orexchange ~~commissions~~for ~~were~~an ~~paid~~initial ~~with~~investment ~~respect~~of $2,467 and (iii) filed an amended and restated certificate of incorporation to ~~such~~change ~~sales~~its par value of its Class A and B common stock from $0.01 to $0.0001. As of January 22, 2021, there were 10,062,500 Founder Shares outstanding.

~~Use of Proceeds~~27

On March 1916, 2021, the Company ~~consummated~~effectuated ~~the~~an 11-for-10 ~~Initial~~stock ~~Public~~split ~~Offering~~of the Class B common stock, resulting in an aggregate outstanding amount of 3811,~~500~~068,~~000~~750 ~~Units,~~shares ~~generating~~of ~~gross~~the ~~proceeds~~Class B common stock, of ~~$385~~which ~~million~~the Sponsor holds 9,961,875 shares and Dan Hesse holds 1,106,875 shares. ~~The~~Of ~~securities~~these inFounder ~~the~~Shares, ~~offering~~1,443,750 shares were ~~registered~~subject ~~under~~to forfeiture by the ~~Securities~~Sponsor ~~Act~~and onMr. ~~registration~~Hesse ~~statement~~depending on ~~Form~~the Sextent to which the underwriter’s over-~~1/A~~allotment ~~(No~~option is exercised. On ~~333~~April 30, 2021, upon the expiration of the 45-~~253444).~~day ~~The~~period ~~SEC~~and ~~declared~~underwriters not exercising the ~~registration~~over-allotment ~~statements~~option, ~~effective~~1,443,750 shares onof ~~March~~Class 16B common stock were forfeited by the Sponsor and Mr. Hesse, ~~2021~~in the aggregate.

~~Concurrent~~The ~~with~~Founder ~~the~~Shares ~~closing~~will ofautomatically ~~the~~convert ~~Initial Public~~into ~~Offering,~~shares ~~the~~of ~~Company~~Class ~~consummated~~A ~~the~~common ~~Private~~stock ~~Placement~~on ~~of 7~~a one-for-one basis,~~366,667 Private~~ ~~Placement~~subject ~~Warrants~~to adjustment, at athe ~~price~~time of ~~$1.50 per Private~~the ~~Placement~~Company’s ~~Warrant~~initial toBusiness ~~the~~Combination and ~~Sponsor,~~are ~~generating~~subject ~~proceeds~~to ofcertain ~~approximately~~transfer ~~$11~~restrictions.~~05 million.~~

~~Each~~Holders ~~whole~~of ~~Private~~Founder ~~Placement~~Shares ~~Warrant~~may isalso ~~exercisable~~elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to ~~purchase~~adjustment, at any time. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one ~~share~~year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock atequals or exceeds $1112.50 00 per share (as adjusted for stock splits, ~~subject~~stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the 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 the Company’s stockholders having the right to ~~adjustment~~exchange their shares of common stock for cash, securities or other property.

~~The~~Our ~~net~~Sponsor ~~proceeds~~purchased 7,366,667 Private Placement Warrants, each exercisable to purchase one share of ~~the~~Class ~~Initial~~A ~~Public~~Common ~~Offering and~~Stock ~~certain~~at ~~proceeds~~$11.50 ~~from~~per ~~the~~share, ~~sale~~at ofa ~~the~~price ~~Private~~of ~~Placement~~$1.50 ~~Warrants~~per ~~are~~warrant ~~held~~($11.05 million in the ~~Trust~~aggregate), ~~Account~~in ~~and~~a ~~invested~~private asplacement ~~described~~that ~~elsewhere in~~closed ~~this~~substantially ~~Quarterly~~concurrently ~~Report~~with onthe ~~Form~~closing ~~10-Q~~of the Initial Public Offering.

~~There~~This ~~has~~issuance ~~been~~was nomade ~~material~~pursuant ~~change~~to in the ~~planned~~exemption from ~~use~~registration ofcontained ~~the~~in ~~proceeds~~Section ~~from~~4(a)(2) of the ~~Initial~~Securities ~~Public~~Act. ~~Offering~~No ~~and~~underwriting ~~Private~~discounts ~~Placement~~or ascommissions iswere ~~described~~paid inwith ~~the~~respect ~~prospectus related~~ to ~~the Initial Public~~such ~~Offering~~sales.

~~Item 3. Defaults~~Use ~~Upon~~of ~~Senior Securities~~Proceeds

~~None~~On March 19, 2021, the Company consummated the Initial Public Offering of 38,500,000 Units, generating gross proceeds of $385 million. The securities in the offering were registered under the Securities Act on registration statement on Form S-1/A (No. 333-253444). The SEC declared the registration statements effective on March 16, 2021.

~~Item 4~~Concurrent with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,366,667 Private Placement Warrants at a price of $1.50 per Private Placement ~~Mine~~Warrant ~~Safety~~to ~~Disclosures~~the Sponsor, generating proceeds of approximately $11.05 million.

~~Not~~Each ~~applicable~~whole Private Placement Warrant is exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment.

30The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants are held in the Trust Account and invested as described elsewhere in this Quarterly Report on Form 10-Q.

~~Item 5.~~There has been no material change in the planned use ~~Other~~of ~~Information~~the proceeds from the Initial Public Offering and Private Placement as is described in the prospectus related to the Initial Public Offering.

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

~~Item 6~~None. ~~Exhibits~~

~~The~~Item ~~following~~4. ~~exhibits~~Mine ~~are~~Safety ~~filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.~~Disclosures

No.		Description of Exhibit
3.1(1)		Amended and Restated Certificate of Incorporation of the Company.
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation 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).

Not applicable.

* Filed herewith.28

**Item ~~Furnished~~5. Other Information

~~(1) Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 19, 2021~~None.

31Item 6. Exhibits

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

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

No.		Description of Exhibit
3.1(1)		Amended and Restated Certificate of Incorporation of the Company.
3.2(2)		Amended and Restated Bylaws of the Company.
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation 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).

	Tech and Energy Transition Corporation
Date: November 4, 2022
	/s/ John Spirtos
	Name:	John Spirtos
	Title:	Chief Executive Officer and President
		(Principal Executive Officer)
Date: November 4, 2022
	/s/ Andrew Ancone
	Name:	Andrew Ancone
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

Filed herewith.

32** Furnished.

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	(1)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 19, 2021.
	(2)	Incorporated by reference to the Company’s General Form for registration of securities under the Securities Act on Form S-1/A filed on March 8, 2021.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Tech and Energy Transition Corporation

Date: February 17, 2023

	/s/ John Spirtos
	Name:	John Spirtos
	Title:	Chief Executive Officer and President
		(Principal Executive Officer)

Date: February 17, 2023

	/s/ Andrew Ancone
	Name:	Andrew Ancone
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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