Special Note Regarding Forward-Looking Statements

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

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

Overview

We are a blank check company incorporated as a Delaware corporation and 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. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to complete our initial business combination using cash from the proceeds of this offering and the sale of the private placement warrants, our capital stock, debt or a combination of cash, stock and debt.

The issuance of additional shares of our stock in a business combination:



           •     may significantly dilute the equity interest of investors in this
                 offering, which dilution would increase if the anti-dilution
                 provisions in the Class B common stock resulted in the issuance of
                 Class A shares on a greater than
                 one-to-one
                 basis upon conversion of the Class B common stock;



           •     may subordinate the rights of holders of common stock if preferred
                 stock is issued with rights senior to those afforded our common
                 stock;



           •     could cause a change of control if a substantial number of shares
                 of our common stock is issued, which may affect, among other
                 things, our ability to use our net operating loss carry forwards,
                 if any, and could result in the resignation or removal of our
                 present officers and directors;



           •     may have the effect of delaying or preventing a change of control
                 of us by diluting the stock ownership or voting rights of a person
                 seeking to obtain control of us;



           •     may adversely affect prevailing market prices for our units,
                 Class A common stock and/or warrants; and



  •   may not result in adjustment to the exercise price of our warrants.



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Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or owners of a target, it could result in:



           •     default and foreclosure on our assets if our operating revenues
                 after an initial business combination are insufficient to repay
                 our debt obligations;



           •     acceleration of our obligations to repay the indebtedness even if
                 we make all principal and interest payments when due if we breach
                 certain covenants that require the maintenance of certain
                 financial ratios or reserves without a waiver or renegotiation of
                 that covenant;



           •     our immediate payment of all principal and accrued interest, if
                 any, if the debt is payable on demand;



           •     our inability to obtain necessary additional financing if the debt
                 contains covenants restricting our ability to obtain such
                 financing while the debt is outstanding;



  •   our inability to pay dividends on our common stock;



           •     using a substantial portion of our cash flow to pay principal and
                 interest on our debt, which will reduce the funds available for
                 dividends on our common stock if declared, our ability to pay
                 expenses, make capital expenditures and acquisitions, and fund
                 other general corporate purposes;



           •     limitations on our flexibility in planning for and reacting to
                 changes in our business and in the industry in which we operate;



           •     increased vulnerability to adverse changes in general economic,
                 industry and competitive conditions and adverse changes in
                 government regulation;



           •     limitations on our ability to borrow additional amounts for
                 expenses, capital expenditures, acquisitions, debt service
                 requirements, and execution of our strategy; and



  •   other disadvantages compared to our competitors who have less debt.

Results of Operations



We have neither engaged in any operations nor generated any revenues to date.
Our only activities for the year ended December 31, 2021 and for the period from
August 10, 2020 (inception) through December 31, 2020, were formation costs
related to the Company's IPO, and operating costs related to identifying a
target company for our initial business combination. We do not expect to
generate any operating revenues until after the completion of our initial
business combination. We generate
non-operating
income in the form of interest income on cash and cash equivalents held after
the IPO. We incur expenses as a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as for due
diligence expenses.

For the year ended December 31, 2021, we had net income of $8,634,557, which resulted primarily from a gain on the change in fair value of warrant liabilities of $10,350,006, and interest income of $60,347, partially offset by operating and formation costs of $838,745, franchise tax expense of $200,424, and expensed offering costs of $736,627.

For the period from August 10, 2020 (inception) through December 31, 2020, we had a net loss of $106,670, which resulted from operating and formation costs of $28,314, and franchise tax expense of $78,356.

Liquidity and Capital Resources

On January 12, 2021, we consummated an initial public offering of 27,600,000 units, including 3,600,000 units issued pursuant to the exercise of the underwriters' over-allotment option in full, generating gross proceeds to the Company of $276,000,000. Simultaneously with the consummation of the initial public offering, we completed the private sale of 8,700,000 private placement warrants to the sponsor at a purchase price of $1.00 per warrant, generating gross proceeds of $8,700,000. The proceeds from the sale of the private



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placement warrants were added to the net proceeds from the initial public offering held in the trust account. If we do not complete an initial business combination by January 12, 2023, the proceeds from the sale of the private placement warrants will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless.



For the year ended December 31, 2021, net cash used in operating activities was
$1,048,019, which was due to a
non-cash
gain on the change in fair value of warrant liabilities of $10,350,006, changes
in working capital of $8,879, and interest income on investments held in the
trust account of $60,318 offset in part by our net income of $8,634,557 and
expensed offering costs added back to net income of $736,627.

For the year ended December 31, 2021, net cash used in investing activities of $278,760,000 was the result of the amount of net proceeds from our initial public offering being deposited to the trust account.

For the year ended December 31, 2021 net cash provided by financing activities of $279,970,523 was comprised of $270,480,000 in proceeds from the issuance of units in our initial public offering net of underwriter's discount paid, $1,352,400 of reimbursed offering costs, and $8,700,000 in proceeds from the issuance of warrants in a private placement to our sponsor, offset by the payment of $366,877 for offering costs associated with the initial public offering and repayment of the outstanding balance on the promissory note to our sponsor of $195,000.

For the period from August 10, 2020 (inception) through December 31, 2020 net cash used in operating activities of $28,314 was comprised of our net loss of $106,670, which was partially offset by changes in working capital of $78,356.

For the period from August 10, 2020 (inception) through December 31, 2020 net cash provided by financing activities of $47,030 was comprised of proceeds from the issuance of a promissory note - related party of $195,000, and $25,000 from the issuance of Class B common stock to our sponsor offset by offering costs paid of $172,970.

As of December 31, 2021 and December 31, 2020, we had cash of $181,220 and $18,716, respectively, held outside the trust account. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

The Company granted the underwriters a 45-day option to purchase up to 3,600,000 additional Units to cover over-allotments at the initial public offering price, less the underwriting discounts and commissions. On January 12, 2021 the underwriters exercised the over-allotment option in full and purchased 3,600,000 units at an offering price of $10.00 per unit, generating additional gross proceeds of $36,000,000 to the Company.

The underwriters were paid a cash underwriting fee of $0.20 per unit, or $5,520,000 in the aggregate. In addition, $0.375 per unit, or $10,350,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that we complete an initial business combination, subject to the terms of the underwriting agreement.

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

We anticipate that the cash held outside of the trust account as of December 31, 2021, will be not sufficient to allow us to operate until January 12, 2023 (liquidation date), assuming that an initial business combination is not consummated during that time. We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. Management has determined that the business combination period is less than one year from the date of the issuance of the financial statements which these conditions raise substantial doubt about our ability to continue as a going concern for a period of at least one year from the issuance of the issuance date of these financial statements. Management plans to address this uncertainty through an initial business combination as discussed above. There is no assurance that our plans to consummate an initial business combination will be successful or successful by January 12, 2023. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



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We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less amounts released to us for taxes payable and deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to pay taxes. We estimate our annual franchise tax obligations, based on the number of shares of our common stock authorized and outstanding after the completion of this offering, to be $200,000, which is the maximum amount of annual franchise taxes payable by us as a Delaware corporation per annum. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Off-Balance Sheet Financing Arrangements

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

Contractual Obligations

Registration Rights

The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (and any Class A common stock issuable upon the exercise of the private placement warrants) will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion of an initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Promissory Note-Related Party

On August 10, 2020, the Company issued an unsecured promissory note to the sponsor (the "Promissory Note"), pursuant to which the Company received proceeds of $300,000 to cover expenses related to the initial public offering. The Promissory Note was non-interest bearing and was payable on the earlier of March 31, 2021 or the completion of the initial public offering. The outstanding balance under the Promissory Note of $300,000 was repaid at the closing of the initial public offering on January 12, 2021.

Administrative Support Agreement

The Company entered into an agreement, commencing on the effective date of the initial public offering, to pay the sponsor a total of $10,000 per month for secretarial and administrative support. Upon completion of the business combination or the Company's liquidation, the Company will cease paying these monthly fees. During the year ended December 31, 2021, $108,000 of administrative support expenses were incurred.

COVID-19



In December 2019, a novel strain of coronavirus was reported to have surfaced in
Wuhan, China, which has and is continuing to spread throughout China and other
parts of the world, including the United States. On January 30, 2020, the World
Health Organization declared the outbreak of the coronavirus disease
(COVID-19)
a "Public Health Emergency of International Concern." On January 31, 2020, U.S.
Health and Human Services Secretary Alex M. Azar II declared a public health
emergency for the United States to aid the U.S. healthcare community in
responding to
COVID-19,
and on March 11, 2020 the World Health Organization characterized the outbreak
as a "pandemic". The
COVID-19
outbreak has adversely affected, and other events (such as terrorist attacks,
natural disasters or a significant outbreak of other infectious diseases) that
could adversely affect, the economies and financial markets worldwide, and the
business of any potential target business with which we seek to consummate, or
consummate, a business combination could be materially and adversely affected.

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Furthermore, we may be unable to complete a business combination if continued
concerns relating to
COVID-19
continues to restrict travel, limit the ability to have meetings with potential
investors or the target company's personnel, vendors and services providers are
unavailable to negotiate and consummate a transaction in a timely manner. The
extent to which
COVID-19
impacts our search for a business combination will depend on future
developments, which are highly uncertain and cannot be predicted, including new
information which may emerge concerning the severity of
COVID-19
and the actions to contain
COVID-19
or treat its impact, among others. If the disruptions posed by
COVID-19
or other events (such as terrorist attacks, natural disasters or a significant
outbreak of other infectious diseases) continue for an extensive period of time,
our ability to consummate a business combination, or the operations of a target
business with which we ultimately consummate a business combination, may be
materially adversely affected.

In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all.

Critical Accounting Policies

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

Warrant Liabilities



We account for warrants as either equity-classified or liability-classified
instruments based on an assessment of the warrant's specific terms and
applicable authoritative guidance in ASC 480,
Distinguishing Liabilities from Equity
("ASC 480") and ASC 815,
Derivatives and Hedging
("ASC 815"). The assessment considers whether the warrants are freestanding
financial instruments pursuant to ASC 480, meet the definition of a liability
pursuant to ASC 480, and whether the warrants meet all of the requirements for
equity classification under ASC 815, including whether the warrants are indexed
to our common stock, among other conditions for equity classification. This
assessment, which requires the use of professional judgment, is conducted at the
time of warrant issuance and as of each subsequent quarterly period end date
while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity
classification, the warrants are required to be recorded as a component of
additional
paid-in
capital at the time of issuance. For issued or modified warrants that do not
meet all the criteria for equity classification, the warrants are required to be
recorded at their initial fair value on the date of issuance, and each balance
sheet date thereafter. Changes in the estimated fair value of the warrants are
recognized as a
non-cash
gain or loss on the statements of operations. The initial fair value of the
Public Warrants was estimated using a Monte Carlo simulation approach and the
initial and subsequent fair value of the private placement warrants was
estimated using a Black-Scholes Option Pricing Model. The subsequent measurement
of the fair value of the public warrants was measured using quoted market
prices.

Class A Common Stock Subject to Possible Redemption

All of the 27,600,000 shares of Class A common stock sold as part of the units in the initial public offering contain a redemption feature which allows for the redemption of such public shares in connection with our liquidation, if there is a stockholder vote or tender offer in connection with an initial business combination and in connection with certain amendments to our amended and restated certificate of incorporation. In accordance with SEC and its staff's guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within our control require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity.

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



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Net Income (Loss) Per Share of Common Stock

Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Accretion associated with the redeemable shares of Class A common stock is excluded from net income (loss) per share as the redemption value approximates fair value. Therefore, the earnings per share calculation allocates income (loss) shared pro rata between Class A and Class B common stock. As a result, the calculated net income (loss) per share is the same for Class A and Class B shares of common stock. The Company has not considered the effect of the warrants sold in the initial public offering and private placement to purchase an aggregate of 22,500,000 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events.

Recent Accounting Standards



In August 2020, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU")
2020-06,
Debt - Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging -Contracts in Entity's Own Equity (Subtopic
815-40)
("ASU
2020-06")
to simplify accounting for certain financial instruments. ASU
2020-06
eliminates the current models that require separation of beneficial conversion
and cash conversion features from convertible instruments and simplifies the
derivative scope exception guidance pertaining to equity classification of
contracts in an entity's own equity. The new standard also introduces additional
disclosures for convertible debt and freestanding instruments that are indexed
to and settled in an entity's own equity. ASU
2020-06
amends the diluted earnings per share guidance, including the requirement to use
the if converted method for all convertible instruments. ASU
2020-06
is effective for us on January 1, 2024 and should be applied on a full or
modified retrospective basis, with early adoption permitted beginning on
January 1, 2021. We adopted ASU
2020-06
effective January 1, 2021 using the full retrospective method of transition. The
adoption of ASU
2020-06
did not have a material impact on the financial statements for the fiscal year
ended December 31, 2021.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Factors That May Adversely Affect Our Results of Operations

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

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