References in this report (the "Quarterly Report") to "we," "us" or the "Company" refer to Equity Distribution Acquisition Corp. References to our "management" or our "management team" refer to our officers and directors. References to the "Sponsor" refer to Equity Distribution Sponsor, LLC. 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 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 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 and the Company's
plans to dissolve and liquidate, 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 Annual Report on
Form10-K
for the year ended December 31, 2021, filed with the U.S. Securities and
Exchange Commission (the "SEC") on February 24, 2022. 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 July 7, 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. We intended to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.

The board of directors of the Company has determined that it is in the best interests of the Company and its stockholders to dissolve and liquidate in accordance with the provisions of Amended and Restated Certificate of Incorporation, due to the Company's inability to consummate an initial Business Combination by September 18, 2022, the Liquidation Date. The Company will redeem all 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 on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any). There will be no redemption rights or liquidating distributions with respect to the Company's warrants, which will expire worthless.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 7, 2020 (inception) through June 30, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and the search for a target company for a Business Combination. We do not expect to generate any operating revenues. 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 June 30, 2022, we had a net income of $6,391,188, which consists of the change in fair value of warrant liabilities of $6,196,000, interest earned on marketable securities held in Trust Account of $544,482 and an unrealized loss on marketable securities held in Trust Account of $33,465, offset by operating costs of $187,764, which are comprised primarily of professional fees, administrative fees and franchise taxes and a provision for income taxes of $128,065.

For the three months ended June 30, 2021, we had a net loss of $2,623,966, which consists of the change in fair value of warrant liabilities of $2,065,333, operating costs of $546,257, which are comprised primarily of professional fees, administrative fees and franchise taxes, and unrealized loss on marketable securities held in Trust Account of $17,475 offset by interest earned on marketable securities held in Trust Account of $5,099.

For the six months ended June 30, 2022, we had a net income of $13,339,500, which consists of the change in fair value of warrant liabilities of $13,218,133 and interest earned on marketable securities held in Trust Account of $722,602, offset by operating costs of $473,170, which are comprised primarily of professional fees, administrative fees and franchise taxes and a provision for income taxes of $128,065.

For the six months ended June 30, 2021, we had net income of $10,893,757, which consists of the change in fair value of warrant liabilities of $12,598,533, interest earned on marketable securities held in Trust Account of $70,188, offset by operating costs of $1,756,087, which are comprised primarily of professional fees, administrative fees and franchise taxes, unrealized loss on marketable securities held in Trust Account of $17,475 and provision for income taxes of $1,402.

Liquidity and Capital Resources

On September 18, 2020, we consummated the Initial Public Offering of 41,400,000 Units at a price of $10.00 per Unit, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 5,400,000 Units, generating gross proceeds of $414,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 6,853,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant in a private placement to our Sponsor, generating gross proceeds of $10,280,000.


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For the six months ended June 30, 2022, cash used in operating activities was $607,664. Net income of $13,339,500 was attributable to the change in fair value of warrant liabilities of $13,218,133, interest earned on marketable securities held in the Trust Account of $722,602 and changes in operating assets and liabilities which used $6,429 in cash from operating activities .

For the six months ended June 30, 2021, cash used in operating activities was $874,919. Net income of $10,893,757 was attributable to the change in fair value of warrant liability of $12,598,533, interest earned on marketable securities held in the Trust Account of $70,188, unrealized loss on marketable securities held in Trust Account of $17,475, and changes in operating assets and liabilities, which provided $882,570 in cash from operating activities.

As of June 30, 2022, we had cash and marketable securities held in the Trust Account of $414,553,775. We may withdraw interest to pay franchise and income taxes. Through June 30, 2022, cash withdrawn from the Trust Account to pay franchise and income taxes totaled $433,719, of which $296,092 was withdrawn during the six months ended June 30, 2022. 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 June 30, 2022, we had cash of $272,545 held outside of our Trust Account.

In order to fund working capital deficiencies or finance transaction costs in
connection with a Business Combination, we may borrow additional amounts under
the Promissory Note, under which $1,750,000 remained available to be drawn as of
June 30, 2022. The Promissory Note is
non-interest
bearing and payable on the earlier of (i) September 18, 2022 or (ii) the
consummation of our initial Business Combination.

If we fully draw down on the Promissory Note and require additional funds for working capital purposes, the sponsor, an affiliate of the sponsor, or our officers and directors may, but are not obligated to, loan us such additional funds as may be required. If we complete a Business Combination, we would repay such additional loaned amounts, without interest, upon consummation of the Business Combination. 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 additional loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such additional loans (if any) may be convertible into warrants, at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Except for the foregoing, the terms of such additional loans (if any) have not been determined and no written agreements exist with respect to such loans.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if we do need to raise additional capital and are unable to, then we may be required to take additional measures to conserve liquidity, which could include, but not necessarily include or be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.



Off-Balance
Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered
off-balance
sheet arrangements as of June 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

On June 29, 2021, we issued an unsecured promissory note to our Sponsor (the
"Promissory Note"), pursuant to which we may borrow up to an aggregate principal
amount of $2,500,000. The Promissory Note is
non-interest
bearing and payable on the earlier of (i) September 18, 2022 or (ii) the
consummation of the Initial Business Combination. As of June 30, 2022, the
outstanding balance under the Promissory Note was $750,000 and the remaining
amount available to be drawn was $1,750,000.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than the Promissory Note and an agreement to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space and administrative support to the Company. We began incurring these fees on September 15, 2020 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and the Company's liquidation.

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,490,000 in the aggregate. Subject to the terms of the underwriting agreement, (i) the deferred fee will be placed in the Trust Account and released to the underwriters only upon the completion of a Business Combination and (ii) the deferred fee will be waived by the underwriters in the event that we do not complete a Business Combination. Up to 50% of the deferred underwriting commissions may be paid at the sole discretion of our management team to the underwriters in the allocations determined by our management team and/or to third parties not participating in the Initial Public Offering (but who are members of the Financial Industry Regulatory Authority) that assist us in consummating its initial Business Combination.

Going Concern


In connection with our assessment of going concern considerations in accordance
with the authoritative guidance in Financial Accounting Standard Board ("FASB")
Accounting Standards Update ("ASU")
2014-15,"Disclosures
of Uncertainties about an Entity's Ability to Continue as a Going Concern,"
management has determined that the mandatory liquidation and subsequent
dissolution, should we be unable to complete a business combination, raises
substantial doubt about the our ability to continue as a going concern. We have
until September 18, 2022 to consummate a Business Combination. As described
below, we will be unable to consummate a Business Combination by the Liquidation
Date, and we intend to dissolve and liquidate in accordance with the terms of
our Amended and Restated Certificate of Incorporation. No adjustments have been
made to the carrying amounts of assets or liabilities should the Company be
required to liquidate after September 18, 2022.

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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 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 shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards ASC Topic 480. Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are 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 at redemption value as temporary equity, outside of the stockholders' equity section of our condensed balance sheets.

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 Topic 480 and ASC Topic 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC Topic 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 Topic 815, including whether the warrants are indexed to our own common shares and whether the warrant holders could potentially require "net cash settlement" in a circumstance outside of our control, 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 balance sheet date thereafter 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 within change in fair value of warrant liability on the statements
of operations. The fair value of the warrants was initially estimated using a
Monte Carlo Simulation approach. Subsequent measurement of the fair value of the
warrants was estimated using the publicly traded price of our warrants.

Net Income per Common Share

Net income per common share is computed by dividing net income 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 earnings per share as the redemption value approximates fair value.

Recent accounting standards

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.

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