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 "Special Note Regarding Forward-Looking
Statements," "Item 1A. Risk Factors" and elsewhere in this Annual Report on Form
10-K.
This Management's Discussion and Analysis of Financial Condition and Results of
Operations has been restated to give effect to the restatement of our financial
statements as of September 30, 2021. We are restating our historical financial
results to reclassify our temporary equity and permanent equity. The impact of
the restatement is reflected in the Management's Discussion and Analysis of
Financial Condition and Results of Operations below.
Special Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Annual
Report including, without limitation, statements under this "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" regarding our financial position, business strategy and the plans
and objectives of management for future operations, are forward looking
statements. When used in this Annual Report, words such "may," "should,"
"could," "would," "expect," "plan," "anticipate," "believe," "estimate,"
"continue," or the negative of such terms or other similar expressions, as they
relate to us or our management, identify forward looking statements. Factors
that might cause or contribute to such a discrepancy include, but are not
limited to, those described in our other SEC filings. Such forward looking
statements are based on the beliefs of management, as well as assumptions made
by, and information currently available to, our management. No assurance can be
given that results in any forward-looking statement will be achieved and actual
results could be affected by one or more factors, which could cause them to
differ materially. The cautionary statements made in this Annual Report should
be read as being applicable to all forward-looking statements whenever they
appear in this Annual Report. For these statements, we claim the protection of
the safe

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harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act. Actual results could differ materially from those
contemplated by the forward-looking statements as a result of certain factors
detailed in our filings with the SEC. All subsequent written or oral
forward-looking statements attributable to us or persons acting on our behalf
are qualified in their entirety by this paragraph.
Basic and diluted net income (loss) per share, Class A common stock within the
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 identified errors made in its historical financial statements where,
at the closing of our Initial Public Offering, we improperly valued our Class A
common stock subject to possible redemption. 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. 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 of the Company's control.
Therefore, management concluded that the redemption value should include all
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 classification error related to
temporary equity and permanent equity. This resulted in a restatement 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 formed under the laws of the State of Delaware on
November 30, 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 (the "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 Warrants, 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 raise capital or 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 through September 30, 2021 were organizational activities,
those necessary to prepare for the Initial Public Offering, described below,
and, after our Initial Public Offering, 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.
For the period from November 30, 2020 (inception) through September 30, 2021, we
had a net loss of $1,232,750 which consisted of interest income on marketable
securities held in our Trust Account of $21,007, offset by formation and
operational costs of $581,174, a change in fair value of warrant liabilities of
$295,500 and transaction costs allocated to warrant liabilities of $377,083
Liquidity and Capital Resources
On March 4, 2021, we consummated the Initial Public Offering of 40,000,000
Units, which included the partial exercise by the underwriter of the
over-allotment option in the amount of 5,000,000 Units, at $10.00 per Unit,
generating gross proceeds of $400,000,000. Simultaneously with the closing of
the Initial Public Offering, we consummated the sale of 9,750,000 Private
Warrants to the Sponsor at a price of $1.00 per warrant, generating gross
proceeds of $9,750,000.

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Following the Initial Public Offering, the partial exercise of the
over-allotment option, and the sale of the Private Warrants, a total of
$400,000,000 was placed in the Trust Account. We incurred $22,531,113 in
transaction costs, including $8,000,000 of underwriting fees, $14,000,000 of
deferred underwriting fees and $531,113 of other costs.
For the period from November 30, 2020 (inception) through September 30, 2021,
net cash used in operating activities was $231,407. Net loss of $1,232,750 was
affected by change in fair value of warrant liability of $295,500, transaction
costs allocated to warrant liabilities of $377,083, and interest earned on
marketable securities held in Trust Account of $21,007. Changes in operating
assets and liabilities provided $349,767 of cash for operating activities.
As of September 30, 2021, we had marketable securities held in the Trust Account
of $400,021,007 (including approximately $21,007 of interest income) consisting
of money market funds which are invested primarily in U.S. Treasury Securities.
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
deferred underwriting commissions and 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 $1,040,030. 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 our officers, directors
or their respective 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 $1,500,000 of such loans may be convertible into warrants
identical to the Private Warrants, at a price of $1.00 per warrant at the option
of the lender.
The Company will need to raise additional capital through loans or additional
investments from its Sponsor, shareholders, officers, directors, or third
parties. The Company's officers, directors and Sponsor may, but are not
obligated to, loan the Company funds, from time to time or at any time, in
whatever amount they deem reasonable in their sole discretion, to meet the
Company's working capital needs. Accordingly, the Company may not be able to
obtain additional financing. If the Company is unable to raise additional
capital, it may be required to take additional measures to conserve liquidity,
which could include, but not necessarily be limited to, curtailing operations,
suspending the pursuit of a potential transaction, and reducing overhead
expenses. The Company cannot provide any assurance that new financing will be
available to it on commercially acceptable terms, if at all. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern for a reasonable period of time, which is considered to be one year from
the issuance date of the financial statements. These financial statements do not
include any adjustments relating to the recovery of the recorded assets or the
classification of the liabilities that might be necessary should the Company be
unable to continue as a going concern.
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.

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Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities.
The underwriter is entitled to a deferred fee of $0.35 per Unit, or $14,000,000
in the aggregate. The deferred fee will be forfeited by the underwriters solely
in the event that we fail to complete a Business Combination, subject to the
terms of the underwriting agreement.
Critical Accounting Policies
The preparation of 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 Liabilities
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 Private Placement Warrants and
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.
Class A Common Stock Subject to Possible Redemption
We account for our common stock subject to possible conversion 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 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, shares of Class A Common
Stock subject to possible redemption is presented at redemption value as
temporary equity, outside of the stockholders' equity section of our 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.
Recent Accounting Standards
In August 2020, the FASB issued ASU
No.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):
Accounting for Convertible Instruments and Contracts in an Entity's Own Equity"
("ASU 2020-06 "), which simplifies accounting for convertible instruments by
removing major separation models required under current GAAP. ASU
2020-06
removes certain settlement conditions that are required for equity contracts to
qualify for the derivative scope exception and it also simplifies the diluted
earnings per share calculation in certain areas. ASU
2020-06
is effective for fiscal years beginning after December 15, 2023, including
interim periods within those fiscal years, with early adoption permitted.

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The Company is currently assessing the impact, if any, that ASU
2020-06
would have on its financial position, results of operations or cash flows.
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 financial statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not required for smaller reporting companies.
Item 8. Financial Statements and Supplementary Data
This information appears following Item 15 of this Report and is included herein
by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information
required to be disclosed by us in our Exchange Act reports is recorded,
processed, summarized, and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to our management, including our principal executive officer and principal
financial officer or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including
our principal executive officer and principal financial and accounting officer,
we conducted an evaluation of the effectiveness of our disclosure controls and
procedures as of the end of the fiscal year ended September 30, 2021, as such
term is defined in Rules
13a-15(e)
and
15d-15(e)
under the Exchange Act. Based on this evaluation, our principal executive
officer and principal financial and accounting officer have concluded that
during the period covered by this report, our disclosure controls and procedures
(as defined in Rules
13a-15(e)
and
15d-15(e)
under the Exchange Act) were not effective due to a material weakness in
internal controls over financial reporting related to the Company's accounting
for complex financial instruments. To address this material weakness, management
has devoted, and plans to continue to devote, significant effort and resources
to the remediation and improvement of its internal control over financial
reporting. While we have processes to identify and appropriately apply
applicable accounting requirements, we plan to enhance these processes to better
evaluate its research and understanding of the nuances of the complex accounting
standards that apply to its financial statements. We plan to include providing
enhanced access to accounting literature, research materials and documents and
increased communication among its personnel and third-party professionals with
whom it consults regarding complex accounting applications.
Management's Report on Internal Controls Over Financial Reporting
This Annual Report on
Form 10-K does
not include a report of management's assessment regarding internal control over
financial reporting or an attestation report of our independent registered
public accounting firm due to a transition period established by rules of the
SEC for newly public companies.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such
term is defined in Rules
13a-15(f)
and
15d-15(f)
of the Exchange Act) during the most recent fiscal period that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

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