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

Special 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 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 "expect," "believe," "anticipate," "intend," "estimate," "seek" and variations 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 most recent annual report on Form 10-K and quarterly reports on Form 10-Q filed with the U.S. Securities and Exchange Commission (the "SEC"). The Company's securities filings can be accessed on the EDGAR section of the SEC's website at www.sec.gov. 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 formed under the laws of the State of Delaware on December 2, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses.

On October 27, 2022 and November 3, 2022, we filed preliminary proxy statements on Schedule 14A with the SEC and we intend to file a definitive proxy statement with the SEC. The definitive proxy statement and other relevant documents will be sent or given to our stockholders of as of the record date established for voting on a proposed amendment (the "Charter Amendment") to our amended and restated certificate of incorporation and a proposed amendment (the "Trust Amendment") to the Investment Management Trust Agreement, dated January 26, 2021 (the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Trust Company, as trustee. The proposed Charter Amendment would change the date (which we refer to as the "Original Termination Date") by which the Company must either (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or (ii) if the Company fails to complete such initial business combination, cease all operations, except for the purpose of winding up, and, subject to and in accordance with the amended and restated certificate of incorporation, redeem all shares of the Company's Class A common stock. The proposed Charter Amendment will change the Original Termination Date from January 29, 2023 to the later of the date of the special meeting of stockholders or (y) the date of effectiveness of the amendment to the Charter pursuant to the DGCL (such date, the "Amended Termination Date"). If the Amendment is approved, the Company expects to complete a final redemption of shares of its Class A common stock on or prior to December 9, 2022.





Results of Operations

We classify the warrants issued in connection with our Initial Public Offering and concurrent private placement as liabilities at their fair value and adjust the warrant liability to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations.

We have neither engaged in any operations nor generated any revenues to date. Our only activities through September 30, 2022 were organizational activities, the Initial Public Offering and those necessary to identify a target company for a business combination, as described below. We do not expect to generate any operating revenues until after the completion of our initial business combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. 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 three months ended September 30, 2022, we had net income of $5,594,997, which consisted of a non-cash change in fair value of derivative liability of $846,864, interest income from bank of $862, interest earned on investments held in Trust Account of $1,170,045 and reduction in deferred underwriter fee payable of $4,226,250, offset by operating costs of $330,042 and provision for income taxes of $318,982.





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For the nine months ended September 30, 2022, we had net income of $14,204,817, which consisted of a non-cash change in fair value of derivative liability of $9,983,751, interest income from bank of $894, interest earned on investments held in Trust Account of $1,524,784 and reduction in deferred underwriter fee payable of $4,226,250, offset by operating costs of $1,174,433 and provision for income taxes of $356,429.

For the three months ended September 30, 2021, we had a net income of $2,285,294, which consisted of a non-cash change in fair value of derivative liability of $3,384,465, interest income from bank of $12 and interest earned on marketable securities held in Trust Account of $3,710, offset by operating costs of $1,102,893.

For the nine months ended September 30, 2021, we had a net income of $4,235,582, which consisted of a non-cash change in fair value of derivative liability of $7,427,721, interest income from bank of $53 and interest earned on marketable securities held in Trust Account of $7,219, offset by operating costs of $2,577,305 and transaction costs related to warrant issuance of $622,106.

Liquidity, Capital Resources and Going Concern

On January 29, 2021, we consummated the Initial Public Offering of 24,150,000 units at a price of $10.00 per unit, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,150,000 units, generating gross proceeds of $241.5 million. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 4,553,333 private placement warrants at a price of $1.50 per private placement warrant in a private placement to our stockholders, generating gross proceeds of $6.83 million.

Following the Initial Public Offering, the full exercise of the over-allotment option by the underwriters and the sale of the private placement warrants, a total of $241.5 million was placed in the Trust Account. We incurred $13.6 million in transaction costs, including $4.4 million of underwriting fees, $8.45 million of deferred underwriting fees and $0.8 million of other offering costs.

For the nine months ended September 30, 2022, cash used in operating activities was $1,997,866 comprised of net income of $14,204,817 and changes in fair value of warrant liabilities of $9,983,751, interest earned on investments held in the Trust Account of $1,524,784, reduction in deferred underwriter fee payable of $4,226,250 and the changes in operating assets and liabilities used $467,898.

For the nine months ended September 30, 2021, cash used in operating activities was $1,254,133 comprised of net income of $4,235,582 and changes in fair value of warrant liabilities of $7,427,721, interest earned on marketable securities held in Trust Account of $7,219, transaction cost related to warrant liability of $622,106, and the changes in operating assets and liabilities provided $1,323,119.

As of September 30, 2022, we had cash and investments held in the Trust Account of approximately $242.6 million. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account to complete our initial business combination. We may withdraw interest to pay taxes and pay dissolution expenses.

As of September 30, 2022, we had approximately $0.73 million of cash held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to complete an orderly wind-up of the Company.

The Sponsor, or an affiliate of the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, extend us working capital loans as may be required in order to fund working capital deficiencies. In the event that an initial business combination does not close, we 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.

We may require additional financing in order to effectively to continue our operations through an orderly wind-up on by the deadline to complete an initial business combination as may be amended (the "Completion Deadline"). If we are unable to obtain additional financing, we may have insufficient funds available to us in order to operate our business prior to our initial business combination or the Completion Deadline.

On October 27, 2022 and November 3, 2022, we filed preliminary proxy statements on Schedule 14A with the SEC and we intend to file a definitive proxy statement with the SEC. The definitive proxy statement and other relevant documents will be sent or given to our stockholders of as of the record date established for voting on a proposed amendment (the "Charter Amendment") to our amended and restated certificate of incorporation and a proposed amendment (the "Trust Amendment") to the Investment Management Trust Agreement, dated January 26, 2021 (the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Trust Company, as trustee. The proposed Charter Amendment would change the date (which we refer to as the "Original Termination Date") by which the Company must either (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or (ii) if the Company fails to complete such initial business combination, cease all operations, except for the purpose of winding up, and, subject to and in accordance with the amended and restated certificate of incorporation, redeem all shares of the Company's Class A common stock. The proposed Charter Amendment will change the Original Termination Date from January 29, 2023 to the later of the date of the special meeting of stockholders or (y) the date of effectiveness of the amendment to the Charter pursuant to the DGCL (such date, the "Amended Termination Date"). If the Amendment is approved, the Company expects to complete a final redemption of shares of its Class A common stock on or prior to December 9, 2022.





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In connection with the our assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," we have until January 29, 2023 to consummate an initial business combination. It is uncertain that we will be able to consummate an initial business combination by this time. If an initial business combination is not consummated by this date and an extension has not been requested by the Sponsor and approved by our stockholders, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should an initial business combination not occur and an extension is not requested by the Sponsor and approved by our stockholders, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. The condensed financial statements contained elsewhere in this Quarterly Report on Form 10-Q do not include any adjustments that might result from our inability to continue as a going concern.





Related Party Transactions



Payments to an Affiliate

The Company entered into an agreement to pay approximately $65,000 per month to CRIS Services LLC, an entity owned by the Company's Chief Executive Officer and Chief Financial Officer and managed by the Company's Chief Operating Officer, for consulting services rendered to the Company. Due to the downsizing by CRIS Services LLC, the expenses during the quarter ended September 30, 2022 were reduced to approximately $40,000 per month. For the three and nine months ended September 30, 2022 and 2021 the Company incurred and paid $100,074 and $506,638, and $235,905 and $569,898 in such fees, respectively, none of which are included in accrued expenses on the condensed balance sheet as of September 30, 2022 and December 31, 2021.





Promissory Notes

On December 11, 2020, the Sponsor issued an unsecured promissory note (the "IPO Promissory Note") to us, pursuant to which we borrowed $250,000 from the Sponsor in order to pay certain transaction expenses associated with our Initial Public Offering. The IPO Promissory Note was non-interest bearing and payable on the earlier of September 30, 2021 or the consummation of the our Initial Public Offering. Upon completion of the Initial Public Offering on January 29, 2021, we repaid the IPO Promissory Note in full.

On May 31, 2022, the Sponsor issued an unsecured promissory note to the Company (the "May Promissory Note"), pursuant to which the Company was entitled to borrow up to an aggregate principal amount of $1,103,863. The May Promissory Note is non-interest bearing and is repayable on the consummation of a business combination by no later than (i) January 29, 2023, or (ii) any such date thereafter as provided for in the amended and restated certificate of incorporation of the Company. As of September 30, 2022 and December 31, 2021, there was $1,103,863 and $0, respectively, outstanding under the May Promissory Note.





Advance from related party

On October 20, 2021, the Sponsor provided $1,000,000 for additional working capital in the form of an advance For the period ended September 30, 2022, an affiliate of the Company advanced the Company $60,000 for working capital purpose. Any amount paid on behalf of the Sponsor was deducted from the advance. As of September 30, 2022 and December 31, 2021, the outstanding balance under the advances amounted to $1,173,905 and $1,000,000, respectively. The advances are noninterest bearing and due on demand.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as "variable interest entities," which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.





Contractual Obligations

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

The underwriters are entitled to a deferred fee of $0.35 per unit, or approximately $8.45 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we consummate an initial business combination, subject to the terms of the underwriting agreement.

The Company entered into an agreement to pay approximately $65,000 per month to CRIS Services LLC, an entity owned by the Company's Chief Executive Officer and Chief Financial Officer and managed by the Company's Chief Operating Officer, for consulting services rendered to the Company. Due to the downsizing by CRIS Services LLC, the expenses during the quarter ended September 30, 2022 were reduced to approximately $40,000 per month. For the three months ended September 30, 2022 and 2021, the Company incurred and paid $100,074 and $235,905, respectively. For the nine months ended September 30, 2022 and 2021, the Company incurred and paid $506,638 and $569,898, respectively. None of which are included in accrued expenses on the condensed balance sheet as of September 30, 2022 and December 31, 2021.





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Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires our 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 condensed 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:

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible redemption, if any, in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders' equity section of our condensed balance sheets.





Warrant Liability

We account for the warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of the warrants issued in the Initial Public Offering has been estimated using a Monte Carlo simulation methodology as of the date of the Initial Public Offering and such warrants' quoted market price as of September 30, 2022. The private placement warrants were valued using a Modified Black Scholes Option Pricing Model.

Net Income per share of Common Stock

Net income per share of common stock is computed by dividing net income by the weighted average number of common stock outstanding for the period. We apply the two-class method in calculating net income per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.





Recent Accounting Standards

Our 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 condensed financial statements.


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