References in this report (the "Quarterly Report") to "we," "us" or the
"Company" refer to E.Merge Technology Acquisition Corp. References to our
"management" or our "management team" refer to our officers and directors,
references to the "Sponsor" refer to E.Merge Technology Sponsor LLC. The
following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the unaudited 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" 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 Quarterly Report
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
Factor's section of the Company's Annual Report on Form
10-K/A
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 revision of our
financial statements as of March 31,

2021 and June 30,


2021 and for the period from May 22, 2020 (inception) through December 31, 2021.
Management identified errors made in its historical financial statements where,
at the closing of the Company's Initial Public Offering, the Company improperly
valued its Class A common stock subject to possible redemption. The Company
previously classified as temporary equity 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 temporary equity being less than $5,000,001. Accordingly, a certain
amount of Class A common stock was classified in stockholders' equity in order
to meet this interpretation of net tangible assets. In the current quarter,
Management determined that the Class A common stock issued during the Initial
Public Offering can be redeemed or become redeemable subject to the occurrence
of future events considered outside the Company's control. Therefore, management
concluded that the redemption value should include all shares of Class A common
stock subject to possible redemption, resulting in the Class A common stock
subject to possible redemption being equal to their redemption value. As a
result, management has noted a reclassification error related to temporary
equity and permanent equity. This resulted in an adjustment to the initial
carrying value of the Class A common stock subject to possible 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 incorporated on May 22, 2020 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. While our efforts to identify a target
business may span many industries and regions worldwide, we focus our search for
prospects within the software and internet technology industries. We intend to
effectuate our initial Business Combination using cash from the proceeds of our
Initial Public Offering and the private placement of the Private Units, the
proceeds of the sale of our shares in connection with our initial Business
Combination, shares issued to the owners of the target, debt issued to bank or
other lenders or the owners of the target, or a combination of the foregoing.
We expect to continue to incur significant costs in the pursuit of our initial
Business Combination. We cannot assure you that our plans to complete our
initial 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 inception through September 30, 2021 were
organizational activities, those necessary to prepare for our Initial Public
Offering, described below, and, after our Initial Public Offering, identifying a
target company for an 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 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.
For the three months ended September 30, 2021, we had a net income of
$5,141,392, which consists of a change in the fair value of the warrant
liabilities $5,512,000 and interest income on marketable securities held in the
Trust Account of $25,475, offset by general and administrative expenses of
$396,083.
For the nine months ended September 30, 2021, we had a net income of
$15,812,132, which consists of a change in the fair value of the warrant
liabilities $16,540,000 and interest income on marketable securities held in the
Trust Account of $102,903, offset by general and administrative expenses of
$830,384.
For the three months ended September 30, 2020, we had a net income of
$3,283,486, which consists of interest earned on marketable securities held in
Trust Account of $42,647 and change in fair value of warrant liability of
$4,896,000, offset by formation and operational costs of $353,645, transaction
cost related to warrant liability of $1,299,560 and provision for income taxes
of $1,956.

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For the period from May 22, 2020 (Inception) through September 30, 2020, we had
a net income of $3,282,486, which consists of interest earned on marketable
securities held in Trust Account of $42,647 and change in fair value of warrant
liability of $4,896,000, offset by formation and operational costs of $354,645,
transaction cost related to warrant liability of $1,299,560 and provision for
income taxes of $1,956.
Liquidity and Capital Resources
On August 4, 2020, we consummated our Initial Public Offering of 52,200,000
units (the "Units" and, with respect to the shares of Class A common stock
included in the units sold, the "Public Shares") at a price of $10.00 per Unit,
at $10.00 per Unit, generating gross proceeds of $522,000,000. Simultaneously
with the closing of our Initial Public Offering, we consummated the sale of
1,200,000 units (each, a "Placement Unit" and collectively, the "Placement
Units") to E.Merge Technology Sponsor LLC, a Delaware limited liability company
(the "Sponsor"), at a price of $10.00 per Placement Unit, generating gross
proceeds of $12,000,000.
On September 4, 2020, in connection with the underwriters' election to partially
exercise of their option to purchase additional Units, we consummated the sale
of an additional 7,800,000 Units, generating total gross proceeds of
$78,000,000.
Following our Initial Public Offering, the partial exercise of the
over-allotment option and the sale of the Placement Units, a total of
$600,000,000 was placed in the Trust Account. We incurred $33,039,544 in
transaction costs, including $9,840,000 of underwriting fees, $22,560,000 of
deferred underwriting fees and $639,544 of other offering costs.
For the nine months ended September 30, 2021, cash used in operating activities
was $623,341. Net income of $15,812,132 was offset by a change in fair value of
warrant liabilities $16,540,000, interest earned on marketable securities held
in the Trust Account of $102,896 and changes in operating assets and
liabilities, which provided $207,422 of cash from operating activities.
For the period from May 22, 2020 (inception) through September 30, 2020, cash
used in operating activities was $470,679. Net income of $3,282,486 was offset
by a change in fair value of warrant liabilities $4,896,000, interest earned on
marketable securities held in the Trust Account of $42,647, transaction cost
related to warrant liability of $1,299,560 and changes in operating assets and
liabilities, which used $114,078 of cash from operating activities.
As of September 30, 2021, we had investments of $600,103,396 held in 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 taxes paid and deferred underwriting commissions) to complete our initial
Business Combination. We may withdraw interest to pay taxes. Through
September 30, 2021, we have withdrawn $118,816 of interest earned on the Trust
Account for the payment of franchise and income taxes. 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.
As of September 30, 2021, we had cash of $445,319 outside of 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 our initial Business Combination.
In order to fund working capital deficiencies or finance transaction costs in
connection with our 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. 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 units identical to the Placement Units, at a price
of $10.00 per unit at the option of the lender.
We do not currently 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 our initial 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 initial Business Combination. Moreover, we may
need to obtain additional financing either to complete our initial Business
Combination or because we become obligated to redeem a significant number of our
Public Shares upon consummation of our initial Business Combination, in which
case we may issue additional securities or incur debt in connection with such
Business Combination. Subject to compliance with applicable securities laws, we
would only complete such financing simultaneously with the completion of our
initial Business Combination. If we are unable to complete our initial Business
Combination because we do not have sufficient funds available to us, we will be
forced to cease operations and liquidate the Trust Account. In addition,
following our initial Business Combination, if cash on hand is insufficient, we
may need to obtain additional financing in order to meet our obligations.
Going Concern
In connection with the Company's assessment of going concern considerations in
accordance with FASB's Accounting Standards Update ("ASU") 2014-15, "Disclosures
of Uncertainties about an Entity's Ability to Continue as a Going Concern,"
management has determined that if the Company is unable to raise additional
funds to alleviate liquidity needs, obtain approval for an extension of the
deadline or complete a Business Combination by August 4, 2022, then the Company
will cease all operations except for the purpose of liquidating. The liquidity
condition and date for mandatory liquidation and subsequent dissolution raise
substantial doubt about the Company's ability to continue as a going concern. No
adjustments have been made to the carrying amounts of assets or liabilities
should the Company be required to liquidate after August 4, 2022. The Company
intends to complete a Business Combination before the mandatory liquidation date
or obtain approval for an extension.

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Off-Balance
Sheet Financing 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 the Sponsor a monthly fee up to $15,000 for office space, utilities
and secretarial and administrative support services. We began incurring these
fees on July 30, 2020 and will continue to incur these fees monthly until the
earlier of the completion of the Business Combination and our liquidation.
The underwriters are entitled to a deferred fee of $22,560,000 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 the Company completes a Business
Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
The preparation of unaudited 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:
Warrant Liability
We account for our warrants in accordance with the guidance contained in
Accounting Standards Codification ("ASC")
815-40
under which the warrants that do not meet the criteria for equity treatment and
must be recorded as liabilities. Accordingly, we classify our 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 our placement warrants was determined
using a Black-Scholes option pricing model. The public warrants for periods
where no observable traded price was available are valued using a Monte Carlo
simulation model. 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.
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 ASC Topic 480 "Distinguishing Liabilities from
Equity." 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 features redemption rights that are
either within the control of the holder or subject to redemption upon the
occurrence of uncertain events not solely within our control) is classified as
temporary equity. At all other times, common stock is classified as
stockholders' equity. Our common stock features certain redemption rights that
are considered to be outside of our control and subject to occurrence of
uncertain future events. Accordingly, the Class A common stock subject to
possible redemption is presented as temporary equity, outside of the
stockholders' equity section of our unaudited condensed balance sheets.
Net Loss per Common Share
Net loss per ordinary share is computed by dividing net loss by the weighted
average number of ordinary shares outstanding during the period. We apply the
two-class method in calculating earnings per share. Accretion associated with
the redeemable shares of Class A ordinary shares is excluded from earnings per
share as the redemption value approximates fair value.

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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, 2022
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. The adoption of ASU 2020-06 did not have an impact on
our financial statements.
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 unaudited condensed financial statements.

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