The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto, which are included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Cautionary Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors" and elsewhere in this Annual Report on Form 10-K.

Overview

We are a blank check company incorporated in Delaware for the purpose of effecting an Initial Business Combination.

We are a SPAC driven by a unique and purpose-driven mission: to partner with a company making a positive difference in the world and support its growth to create value for all stakeholders. To share in that value creation, each of our Sponsors intends to donate all of their respective Founders Shares and warrants to initiatives supporting the economic empowerment and inclusion of underrepresented groups. It is our and our Sponsors' core belief that by both empowering businesses focused on making a positive difference in the world and our Sponsors using their profits and at-risk capital to reinvest in our communities, we and our Sponsors can deliver significant stockholder value while also promoting a more inclusive economy and society.

We are not limited to a particular industry or sector for purposes of consummating our Initial Business Combination. Rather, we seek to identify a business with a strong, dedicated management team that will benefit from access to public capital markets to support its growth. In particular, we see the opportunity to create significant value by partnering with a well-managed company that can leverage the strategic resources of our Management Team and Sponsors during and after the Initial Business Combination. We are seeking a partner that is focused on delivering products, solutions or services that move society forward, whether that means empowering people, advancing diversity and inclusion, broadening accessibility, increasing societal well-being, or enhancing sustainability. While we are industry agnostic, we are firm in our belief that profit and mission can be mutually re-enforcing to help create a better, more inclusive world.

IPO and Initial Business Combination

On January 12, 2021, we consummated our IPO of 27,600,000 Units, which included the full exercise by the underwriter of its over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000. Each Unit consists



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of one Class A common share and one-half of one redeemable warrant, which we refer to as the Public Warrants. Each whole Public Warrant entitles the holder to purchase one Class A common share at $11.50 per share, subject to adjustment. Simultaneously with the closing of the IPO, we consummated the sale of 7,520,000 Private Placement Warrants at a price of $1.00 per warrant in a private placement to PNCIC, Jefferies and our CEO, generating gross proceeds of $7,520,000.

We will have until 24 months from the closing of the IPO, or January 12, 2023, to consummate a business combination. If we have not completed a business combination within such 24-month period, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of 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 and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Stockholders as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining Public Stockholders and our Board, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire worthless if we fail to complete our Initial Business Combination within this 24-month period.

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.

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

significantly dilute the equity interest of investors, which dilution would

? increase if the anti-dilution provisions in the Class B common stock resulted

in the issuance of Class A common stock on a greater than one-to-one basis upon

conversion of the Class B common stock;

subordinate the rights of holders of Class A common stock if shares of

? preferred stock are issued with rights senior to those afforded our Class A

common stock;

cause a change in control if a substantial number of shares of our Class A

? common stock are 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;

have the effect of delaying or preventing a change of control of us by diluting

? the share ownership or voting rights of a person seeking to obtain control of

us; and

? adversely affect prevailing market prices for our shares and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant indebtedness, 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 Class A common stock; and

increased vulnerability to adverse changes in general economic, industry and

competitive conditions and adverse changes in government regulation; as well as

? limitations on our ability to borrow additional amounts for expenses, capital

expenditures, acquisitions, debt service requirements, execution of our

strategy and other purposes, and other disadvantages compared to our

competitors who have less debt.




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Results of Operations

Since our inception on May 29, 1999 through December 31, 2021, we have only engaged in activities related to our organization; our IPO; post-IPO public company related activities for legal, financial reporting, accounting and auditing compliance; and the identification and evaluation of target businesses for a business combination. We have neither engaged in any operations nor generated any revenues to date. We do not expect to generate any operating revenues until after the completion of a business combination. We generate small amounts of non-operating income in the form of interest income on marketable securities held after the IPO. We will continue to incur public company expenses, as well as expenses for due diligence activities, until we complete a business combination.

For the year ended December 31, 2021, we had a net income of $3,831,301, which consisted of interest income on investments held in the Trust Account of $26,697, change in the fair value of the Working Capital Promissory Notes (as described below) of $206,000, change in fair value of warrant liabilities of $5,330,000, and transaction costs attributable to warrant liabilities of $633,329, offset by operating costs of $1,098,067.

For the year ended December 31, 2020, we had a net loss of $3,936, which consisted entirely of operating costs of $3,936.

Liquidity and Capital Resources

We intend to effectuate our business combination using the net cash from the IPO and sale of Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt, including proceeds from the Working Capital Loans that are described below.

Proceeds from IPO

Following the IPO, the full exercise of the over-allotment option by the underwriters and the sale of the Private Placement Warrants, a total of $276,000,000 was placed in the Trust Account. As of December 31, 2021, we had marketable securities held in the Trust Account of $276,026,697 (including $26,697 of interest) consisting of U.S. Treasury Bills with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through December 31, 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 an Initial Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete an 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.

Proceeds from Working Capital Loans

In order to fund working capital deficiencies or finance transaction costs in connection with an Initial Business Combination, our Sponsors, their affiliates, or certain of our officers and directors may provide us with Working Capital Loans, of which up to $1,000,000 have been committed by our Sponsors as described below. In addition, in order to finance transaction costs in connection with a business combination, our Sponsors or their affiliates, or certain of our officers and directors, may, but are not obligated to, loan the Company additional funds as may be required. We refer to these loans, together with the Working Capital Promissory Notes described below, as the "Working Capital Loans."

On January 7, 2021, we issued convertible promissory notes in favor of our Sponsors (the "Working Capital Promissory Notes"), pursuant to which we may borrow up to an aggregate principal amount of $1,000,000 for working capital. The Working Capital Promissory Notes are non-interest bearing, payable upon the consummation of a business combination, and convertible, at the lender's option, into warrants to purchase shares of Common Stock at a conversion price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.

On August 20, 2021, we drew an aggregate of $275,000 on the Working Capital Promissory Notes. Subsequently, on December 15, 2021, we drew an aggregate of $100,000 on the Working Capital Promissory Notes, bringing the outstanding balance as of



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December 31, 2021 to $375,000. The Working Capital Promissory Notes are adjusted to the fair value of the underlying warrants at the end of each period. For the year ended December 31, 2021, there was a change in fair value of $206,000 leaving a recorded balance of $169,000.

If we complete a business combination, we will repay the Working Capital Loans out of the proceeds of the Trust Account released to us. In the event that a business combination does not close, we may use a portion of the 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. 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. Such warrants would be identical to the Private Placement Warrants.

We do not believe we will need to raise additional funds 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 an 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 an Initial Business Combination. Moreover, we may need to obtain additional financing either to complete an Initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of an Initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Initial Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of an Initial Business Combination. If we are unable to complete an 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 an Initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing to meet our obligations.

Based on the foregoing, Management believes that we will have sufficient working capital due to the borrowing capacity from the Working Capital Loans to meet the Company's needs through the earlier of the consummation of the Initial Business Combination or one year from this filing.

Promissory Note - Related Party

Until the consummation of the IPO, our only source of liquidity was an initial purchase of Common Stock by the Sponsors of $25,000 and loans from our Sponsors. On September 17, 2020, we issued unsecured promissory notes in favor of the Sponsors, pursuant to which we became entitled to borrow up to an aggregate principal amount of $300,000. We repaid the promissory notes in connection with the consummation of our IPO.

Deferred Fees

In connection with our IPO, we incurred $16,316,186 in transaction costs, including $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees, $415,804 of deferred legal fees, and $720,382 of other offering costs. During the year ended December 31, 2021, the Company paid $150,000 in settlement of the outstanding deferred legal fee.

Summary of Cash Flows - Fiscal Year Ended December 31, 2021

For the year ended December 31, 2021, cash used in operating activities was $1,160,779. Net income of $3,831,301 was affected by interest earned on marketable securities held in the Trust Account of $26,697, change in the fair value of Working Capital Promissory Notes of $206,000, change in fair value of warrant liabilities of $5,330,000, and transaction costs attributable to warrant liabilities of $633,329. Changes in operating assets and liabilities used $62,712 of cash for operating activities. We used $276,000,000 in investing activities to fund our Trust Account, and we generated $277,258,814 in financing activities from our IPO, sale of Private Placement Warrants and proceeds from the Working Capital Loans, net of underwriting fees, offering costs and the repayment of the Working Capital Promissory Notes.

As of December 31, 2021, we had $98,035 of cash held outside the Trust Account. We intend to use the funds held outside the Trust Account and any additional proceeds from the Working Capital Loans primarily to pay public company related expenses; identify and evaluate target businesses; perform business due diligence on prospective target businesses; travel to and from the offices, plants or



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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 an Initial Business Combination.

Summary of Cash Flows - Fiscal Year Ended December 31, 2020

For the year ended December 31, 2020, cash used in operating activities was $0. Net loss of $3,936 was affected by changes in operating assets and liabilities, which provided $3,936 of cash from operating activities.

Commitments and Contingencies

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 PNCIC a total of $10,000 per month for office space, utilities, and secretarial and administrative support. We began incurring these fees on January 12, 2021 and will continue to incur these fees monthly until the earlier of the completion of an Initial Business Combination or the Company's liquidation.

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 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 an Initial Business Combination, subject to the terms of the underwriting agreement.

Going Concern

We have until January 12, 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, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after January 12, 2023.

Critical Accounting Estimates

The preparation of condensed financial statements and related disclosures in conformity with GAAP 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:

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 480 (as defined below). Class A common stock subject to mandatory redemption is classified as a liability instrument and 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 the Company's control) is classified as temporary equity. At all other times, Common Stock is classified as stockholders' equity. The Class A common stock features certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders' equity section of the Company's condensed balance sheet.

Net Income (Loss) Per Common Share

Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of Common Stock outstanding for the period. The Company applies 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.



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Warrant Liabilities

We account for the Warrants in accordance with ASC 815-40 (as defined below) under which the Warrants do not meet the criteria for equity classification and must be recorded as liabilities. As the Warrants meet the definition of a derivative as contemplated in ASC 815 (as defined below), the Warrants are measured at fair value at inception and at each reporting date in accordance with ASC 820 (as defined below), with changes in fair value recognized in the statement of operations in the period of change.

Recent Accounting Pronouncements

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

Subsequent Events

On January 4, 2022, the Company drew an additional amount of $400,000 on the Working Capital Loans, of which $300,000 was drawn from a Working Capital Promissory Note with PNCIC and $100,000 was drawn from a Working Capital Promissory Note with Jefferies.

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