References in this quarterly report on Form 10-Q, as amended (the "Form 10-Q/A")
to "we," "us" or the "Company" refer to Advanced Merger Partners, Inc.
References to our "management" or our "management team" refer to our officers
and directors, and references to the "Sponsor" refer to HLI Sponsor, LLC. The
following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this Form 10-Q/A.
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 Form 10-Q/A 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/A 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 final prospectus for its Initial Public
Offering (defined below) 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.
This Management's Discussion and Analysis of Financial Condition and Results of
Operations has been amended and restated to give effect to the restatement of
our financial statements as of March 31, 2021 and June 30, 2021. Management
concluded it should restate its financial statements to classify all shares of
Class A common stock, par value $0.0001 per share (the "Public Shares"), as
temporary equity. In accordance with ASC 480, paragraph 10-S99, redemption
provisions not solely within the control of the Company require Class A common
stock subject to redemption to be classified outside of permanent equity. We
previously determined the Class A common stock subject to possible redemption to
be equal to the redemption value of $10.00 per share of Class A common stock
while also taking into consideration a redemption cannot result in net tangible
assets being less than $5,000,001. Previously, we did not consider redeemable
shares classified as temporary equity as part of net tangible assets. Effective
with these financial statements, we revised this interpretation to include
temporary equity in net tangible assets. Accordingly, effective with this
filing, we present all redeemable Class A common stock as temporary equity and
recognize accretion from the initial book value to redemption value at the time
of our Initial Public Offering (defined below) and in accordance with ASC 480.
As a result, management has noted a reclassification adjustment related to
temporary equity and permanent equity. This resulted in a restatement of the
initial carrying value of the Class A common stock subject to redemption with
the offset recorded to additional paid-in capital (to the extent available),
accumulated deficit and Class A common stock.
Overview
We are a blank check company formed under the laws of the State of Delaware on
November 12, 2020 for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar Business
Combination with one or more businesses ("Business Combination"). We intend to
effectuate our Business Combination using cash from the proceeds of the Initial
Public Offering and the sale of the Private Placement Warrants (defined below),
our capital stock, debt or a combination of cash, stock and debt.
We expect to continue to incur significant costs in the pursuit of our
acquisition plans. We cannot assure you that our plans to complete a Business
Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities from November 12, 2020 (inception) through September 30,
2021 were organizational activities, those necessary to prepare for the Initial
Public Offering, and identifying a target company for a Business Combination. We
do not expect to generate any operating revenues until after the completion of
our Business Combination. We generate non-operating income in the form of
interest income on marketable securities held in the Trust Account. 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.

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For the three months ended September 30, 2021, we had net income of $2,907,032,
which consists of interest earned on marketable securities of $3,699, interest
income in bank of $50 and changes in fair value of the warrant liability of
$3,156,706, offset by operation costs of $253,423.
For the nine months ended September 30, 2021, we had net income of $1,676,350,
which consists of interest earned on marketable securities of $19,343, interest
income in bank of $103 and changes in fair value of the warrant liability of
$2,567,677, offset by operation costs of $910,773.
Liquidity and Capital Resources
On March 4, 2021, we consummated the initial public offering of 28,750,000 units
(each, a "Unit"), which includes the full exercise by the underwriters of their
over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit,
generating gross proceeds of $287.5 million (the "Initial Public Offering").
Simultaneously with the closing of the Initial Public Offering, we consummated
the sale of 5,600,000 private placement warrants (the "Private Placement
Warrants") a price of $1.50 per Private Placement Warrant in a private placement
to the Sponsor, generating gross proceeds of $8.4 million.
For the nine months ended September 30, 2021, cash used in operating activities
was $649,331. Net income of $1,676,350 was affected by interest earned on
marketable securities of $19,343, change in fair value of the warrant liability
of $2,567,677 and transaction costs associated with the warrant liability of
$302,772. Changes in operating assets and liabilities used $41,433 of cash for
operating activities.

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As of September 30, 2021, we had investments of $287,519,343 held in a trust
account (the "Trust Account") located in the United States. Such amount will be
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 any
open-ended investment company that holds itself out as a money market fund
selected by the Company meeting the conditions 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 funds held
in the Trust Account. Interest income on the balance in the Trust Account may be
used by us to pay taxes. Through September 30, 2021, we have not withdrawn any
interest earned from the Trust Account.
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
income taxes payable), to complete our Business Combination. To the extent that
our capital stock or debt is used, in whole or in part, as consideration to
complete our 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.
As of September 30, 2021, we had cash of approximately $1,913,470. 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.
In order to fund working capital deficiencies or finance transaction costs in
connection with a Business Combination, the Sponsor, or certain of our officers
and directors or their affiliates may, but are not obligated to, loan us funds
as may be required. If we complete a Business Combination, we would repay such
loaned amounts. In the event that a 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 $2,000,000 of such 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 Private Placement Warrants.
We do not believe we will need to raise additional funds in order to meet the
expenditures required for operating our business. However, if our estimate of
the costs of identifying a target business, undertaking in-depth due diligence
and negotiating a Business Combination are less than the actual amount necessary
to do so, we may have insufficient funds available to operate our business prior
to our Business Combination. Moreover, we may need to obtain additional
financing either to complete our Business Combination or because we become
obligated to redeem a significant number of our Public Shares upon consummation
of our Business Combination, in which case we may issue additional securities or
incur debt in connection with such Business Combination.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered
off-balance sheet arrangements as of September 30, 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
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities, other than an agreement to pay an
affiliate of our sponsor a monthly fee of $10,000 for office space, utilities
and secretarial and administrative support. We began incurring these fees in
March 2021 and will continue to incur these fees monthly until the earlier of
the completion of the Business Combination and our liquidation. In addition, we
will reimburse such affiliate of our sponsor in the amount of $30,000 per month
for additional administrative services (not covered by the $10,000 payment set
forth above), subject to the closing of a Business Combination.
The underwriters are entitled to a deferred fee of $0.35 per share, or
$9,362,500 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 complete a Business Combination, subject to the terms of the underwriting
agreement.
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 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:

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Warrant Liability
We account for the Warrants in accordance with the guidance contained in ASC 815
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 adjusts 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 Private Placement Warrants and the warrants included as part of
the Units (the "Public Warrants") for periods where no observable traded price
was available are valued using a Monte Carlo simulation. For periods subsequent
to the detachment of the Public Warrants from the Units, the Public Warrant
quoted market price was used as the fair value as of each relevant date for the
Public Warrants.
Class A Common Stock Subject to Possible Redemption
We account for our Class A common stock subject to possible redemption in
accordance with the guidance in Accounting Standards Codification ("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' (deficit) equity section of our
balance sheet.
Net Income (Loss) Per Common Share
Net loss per common stock is computed by dividing net loss by the weighted
average number of shares of common stock outstanding during the period. We apply
the two-class method in calculating earnings 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
In August 2020, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and
Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in
Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for
certain financial instruments. ASU 2020-06 eliminates the current models that
require separation of beneficial conversion and cash conversion features from
convertible instruments and simplifies the derivative scope exception guidance
pertaining to equity classification of contracts in an entity's own equity. The
new standard also introduces additional disclosures for convertible debt and
freestanding instruments that are indexed to and settled in an entity's own
equity. ASU 2020-06 amends the diluted earnings per share guidance, including
the requirement to use the if-converted method for all convertible instruments.
ASU 2020-06 is effective January 1, 2024 and should be applied on a full or
modified retrospective basis, with early adoption permitted beginning on
January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of
the ASU did not impact the Company's financial position, result of operations or
cash flows.
Management does not believe that any other recently issued, but not yet
effective, accounting standards, including the standard referenced in the next
paragraph, if currently adopted, would have a material effect on our condensed
financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.

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