UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(MARK ONE)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended ~~March 31, 2021~~

June 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file

number:001-39931

HUDSON EXECUTIVE INVESTMENT CORP. II

(Exact Name of Registrant as Specified in Its Charter)


Delaware		85-2658967
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~570 Lexington Avenue, 35th Floor~~

~~New York, New York 10022~~

Address not applicable (1)

(Address of principal executive offices)

(212) 521-8495

(Issuer’s telephone number)

(Former name or former address of principal executive office, if changed since last report.)

N/A

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant	HCIIU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	HCII	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	HCIIW	The Nasdaq Stock Market LLC

Check whether the issuer (1)

filed all reports required to be filed by Section

13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T (§ (

232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a ~~non-accelerated~~anon-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule ~~12b-2~~ of

12b-2of

the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of ~~May 25, 2021,~~August

, 2022, there were 25,000,000 shares of Class A common stock, $0.0001 par value and 6,250,000 shares of Class B common stock, $0.0001 par value, issued and outstanding.

(1)	In September 2021, the registrant became a fully remote company. Accordingly, it does not maintain a principal executive office.

Table of Contents

HUDSON EXECUTIVE INVESTMENT CORP. II

FORM
10-Q
FOR THE QUARTER ENDED ~~MARCH 31, 2021~~

JUNE 30, 2022

TABLE OF CONTENTS


	Page

Part I. Financial Information
~~Item 1. Condensed Financial Statements~~
~~Condensed Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020~~		1

Item 1. Condensed Financial Statements		1

Condensed ~~Statement~~Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021		1

Unaudited Condensed Statements of Operations for the Three and Six Months Ended ~~March 31,~~June 30, 2022 and 2021 ~~(unaudited)~~		2

Unaudited Condensed ~~Statement~~Statements of Changes in Stockholders’ ~~Equity~~Deficit for the Three and Six Months Ended ~~March 31,~~June 30, 2022 and 2021 ~~(unaudited)~~		3

Unaudited Condensed ~~Statement~~Statements of Cash Flows for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2022 and 2021 ~~(unaudited)~~		4

Unaudited Notes to Condensed Financial Statements ~~(unaudited)~~		5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
~~Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk~~		19

Item 3. Quantitative and Qualitative Disclosures About Market Risk		22

Item 4. Controls and Procedures		1922

Part II. Other Information		23

Item 1. Legal Proceedings		2023

Item 1A. Risk Factors		2023

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		20
~~Item 3. Defaults Upon Senior Securities~~		20
~~Item 4. Mine Safety Disclosures~~		20
~~Item 5. Other Information~~		20
~~Item 6. Exhibits~~		21
~~Part III. Signatures~~		23

Item 3. Defaults Upon Senior Securities		23

Item 4. Mine Safety Disclosures		23

Item 5. Other Information		23

Item 6. Exhibits		24

Part III. Signatures		25

Table of Contents

PART I—I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

HUDSON EXECUTIVE INVESTMENT CORP. II

CONDENSED BALANCE SHEETS

   March 31,
2021    December 31,
2020
   (Unaudited)
ASSETS

Current assets

Cash
   $ 889,437    $ 185
Prepaid expenses
   444,548    —
Due from Sponsor
   132,376    —




Total Current Assets
   1,466,361    185
Deferred offering costs
   —      394,480
Marketable securities held in Trust Account
   250,016,381    —




TOTAL ASSETS
   $ 251,482,742    $ 394,665





LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accrued expenses
   $ 411,545    $ 1,253
Accrued offering costs
   114,958    344,030
Promissory note – related party
   —      25,650




Total Current Liabilities
   526,503    370,933
FPA liability
   76,375    —
Warrant liability
   8,515,000    —
Deferred underwriting fee payable
   8,750,000    —




Total Liabilities
   17,867,878    370,933




Commitments and Contingencies

Class A common stock subject to possible redemption 22,861,486 and no shares at redemption value as of March 31, 2021 and December 31, 2020, respectively
   228,614,860    —
Stockholders’ Equity

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding
   —      —
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 2,138,514 and no shares issued and outstanding (excluding 22,861,486 and no shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively
   214    —
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,250,000 and 6,468,750 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively
   625    647
Additional paid-in capital
   1,312,253    24,353
Retained earnings (accumulated deficit)
   3,686,912    (1,268 )




Total Stockholders’ Equity
   5,000,004    23,732




TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
   $ 251,482,742    $ 394,665


	June 30, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current assets
Cash	$	317,128		$	829,503
Prepaid expenses		155,893			41,079

Total Current Assets		473,021			870,582
Forward purchase agreement derivative asset		132,750			51,625
Marketable securities held in Trust Account		250,170,050			250,035,428

TOTAL ASSETS	$	250,775,821		$	250,957,635

LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	886,819		$	739,042
Accrued offering costs		25,000			114,958
Income taxes payable		24,245			—
Due to related party		37,565			4,700

Total Current Liabilities		973,629			858,700
Warrant liabilities		1,310,000			7,315,259
Deferred underwriting fee payable		8,750,000			8,750,000

Total Liabilities		11,033,629			16,923,959

Commitments and Contingencies		0			0
Class A common stock subject to possible redemption, $0.0001 par value, 25,000,000 shares at $10.01 per share redemption value as of June 30, 2022 and December 31, 2021		250,095,421			250,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued or outstanding		—			—
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 0 shares issued or outstanding (excluding 25,000,000 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021		—			—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,250,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021		625			625
Additional paid-in capital		—			—
Accumulated deficit		(10,353,854	)		(15,966,949	)

Total Stockholders’ Deficit		(10,353,229	)		(15,966,324	)

TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	$	250,775,821		$	250,957,635

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

HUDSON EXECUTIVE INVESTMENT CORP. II

CONDENSED ~~STATEMENT~~STATEMENTS OF OPERATIONS

~~FOR THE THREE MONTHS ENDED MARCH 31, 2021~~

(UNAUDITED)

Operation and formation costs
   $ 1,038,176


Loss from operations
   (1,038,176 )
Other income (expense):

Interest earned on marketable securities held in Trust Account
   16,381
Change in fair value of warrant liability
   4,709,975


Income before income taxes
   3,688,180


Net income
   $ 3,688,180


Weighted average shares outstanding of Class A redeemable common stock
   25,000,000


Basic and diluted income per share, Class A redeemable common stock
   $ 0.00


Weighted average shares outstanding of Class A and Class B non-redeemable common stock
   6,055,556


Basic and diluted net income per share, Class A and Class B non-redeemable common stock
   $ 0.61


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022			2021
General and administrative expenses	$	261,307		$	659,101		$	738,244		$	1,697,277

Loss from operations		(261,307	)		(659,101	)		(738,244	)		(1,697,277	)
Other income (expenses):
Change in fair value of warrant liabilities and forward purchase agreement derivative asset		2,780,492			(4,602,892	)		6,086,384			107,083
Interest earned on marketable securities held in Trust Account		343,424			10,929			384,621			27,310

Total other income (expense), net		3,123,916			(4,591,963	)		6,471,005			134,393
Income (Loss) before provision for income taxes		2,862,609			(5,251,064	)		5,732,761			(1,562,884	)
Provision for income taxes		(24,245	)		—			(24,245	)		—

Net income (loss)	$	2,838,364		$	(5,251,064	)	$	5,708,516		$	(1,562,884	)

Weighted average shares outstanding, Class A common stock		25,000,000			25,000,000			25,000,000			21,132,597

Basic and diluted net income (loss) per share, Class A common stock	$	0.09		$	(0.17	)	$	0.18		$	(0.06	)

Weighted average shares outstanding, Class B common stock		6,250,000			6,250,000			6,250,000			6,153,315

Basic and diluted net income (loss) per share, Class B common stock	$	0.09		$	(0.17	)	$	0.18		$	(0.06	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

HUDSON EXECUTIVE INVESTMENT CORP. II

CONDENSED ~~STATEMENT~~STATEMENTS OF CHANGES IN STOCKHOLDERS’ ~~EQUITY~~

DEFICIT

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2022


	Class A Common Stock				Class B Common Stock				Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Deficit
	Shares		Amount		Shares		Amount
Balance — January 1, 2022		—	$	—		6,250,000	$	625	$	—	$	(15,966,949	)	$	(15,966,324	)
Net income		—		—		—		—		—		2,870,152			2,870,152

Balance – March 31, 2022 (unaudited)		—		—		6,250,000		625		—		(13,096,797	)		(13,096,172	)
Accretion for Class A common stock to redemption value		—		—		—		—		—		(95,421	)		(95,421	)
Net income		—		—		—		—		—		2,838,364			2,838,364

Balance – June 30, 2022 (unaudited)		—	$	—		6,250,000	$	625	$	—	$	(10,353,854	)	$	(10,353,229	)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

~~(UNAUDITED)~~

   Class A
Common Stock Class B
Common Stock Additional
Paid-in
Capital Retained
Earnings
(Accumulated
Deficit Total
Stockholders’
Equity
   Shares Amount Shares Amount
Balance — January 1, 2021
   —   $ —   6,468,750 $ 647 $ 24,353 $ (1,268 ) $ 23,732
Sale of 25,000,000 Units, net of underwriting discounts, offering costs, and warrant liabilities
   25,000,000 2,500 —   —   228,618,052 —   228,620,552
Excess of proceeds from the sale of private placement warrants to Sponsor
   —   —   —   —   1,282,400 —   1,282,400
Forfeiture of Founder Shares
   —   —   (218,750 ) (22 ) 22 —   —
Class A shares subject to possible redemption
   (22,861,486 ) (2,286 ) —   —   (228,612,574 ) —   (228,614,860 )
Net income
   —   —   —   —   —   3,688,180 3,688,180


Balance – March 31, 2021
   2,138,514 $ 214 6,250,000 $ 625 $ 1,312,253 $ 3,686,912 $ 5,000,004


	Class A Common Stock				Class B Common Stock						Additional Paid-in Capital			Accumulated Deficit			Total Stockholders’ Equity (Deficit)
	Shares		Amount		Shares			Amount
Balance — January 1, 2021		—	$	—		6,468,750		$	647		$	24,353		$	(1,268	)	$	23,732
Excess of proceeds from the sale of Private Placement Warrants to Sponsor		—		—		—			—			1,282,400			—			1,282,400
Forfeiture of Founder Shares		—		—		(218,750	)		(22	)		22			—			—
Accretion for Class A common stock to redemption value		—		—		—			—			(1,306,775	)		(20,072,673	)		(21,379,448	)
Net income		—		—		—			—			—			3,688,180			3,688,180

Balance – March 31, 2021 (unaudited)		—		—		6,250,000			625			—			(16,385,761	)		(16,385,136	)
Net loss		—		—		—			—			—			(5,251,064	)		(5,251,064	)

Balance – June 30, 2021 (unaudited)		—	$	—		6,250,000		$	625		$	—		$	(21,636,825	)	$	(21,636,200	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

HUDSON EXECUTIVE INVESTMENT CORP. II

CONDENSED ~~STATEMENT~~STATEMENTS OF CASH FLOWS

~~FOR THE THREE MONTHS ENDED MARCH 31, 2021~~

(UNAUDITED)

Cash Flows from Operating Activities:

Net income
   $ 3,688,180
Adjustments to reconcile net income to net cash used in operating activities:

Operating costs paid by Sponsor
   200
Operating costs paid through promissory note
   70,764
Change in fair value of warrant liability
   (4,709,975 )
Transaction costs incurred in connection with warrant liabilities
   442,366
Interest earned on marketable securities held in Trust Account
   (16,381 )
Changes in operating assets and liabilities:

Prepaid expenses
   (453,689 )
Accrued expenses
   410,292


Net cash used in operating activities
   (568,243 )


Cash Flows from Investing Activities:

Investment of cash in Trust Account
   (250,000,000 )


Net cash used in investing activities
   (250,000,000 )


Cash Flows from Financing Activities

Proceeds from sale of Private Placement Units
   245,000,000
Proceeds from sale of Private Placements Warrants
   7,000,000
Proceeds due from Sponsor
   (132,376 )
Repayment of promissory note—related party
   (94,922 )
Payment of offering costs
   (315,207 )


Net cash provided by financing activities
   $ 251,457,495


Net Change in Cash
   889,252
Cash – Beginning of period
   185


Cash – End of period
   $ 889,437


Non-Cash investing and financing activities:

Offering costs included in accrued offering costs
   $ 86,135


Offering costs paid through promissory note
   $ 7,449


Payment of prepaid expenses through promissory note
   $ 8,483


Initial classification of Class A common stock subject to possible redemption
   $ 228,614,860


Deferred underwriting fee payable
   $ 8,750,000


Forfeiture of Founder Shares
   $ (22 )


	For the Six Months Ended June 30, 2022			For the Six Months Ended June 30, 2021

Cash Flows from Operating Activities:
Net income (loss)	$	5,708,516		$	(1,562,884	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Operating costs paid by Sponsor		—			200
Operating costs paid through promissory note		—			70,764
Change in fair value of warrant liabilities and forward purchase agreement derivative asset		(6,086,384	)		(107,083	)
Transaction costs incurred in connection with warrant liabilities		—			442,366
Interest earned on marketable securities held in Trust Account		(384,621	)		(27,310	)
Changes in operating assets and liabilities:
Prepaid expenses		(114,814	)		(315,786	)
Accrued expenses		147,776			849,151
Accrued offering costs		(89,958	)		25,000
Income taxes payable		24,245			—
Due to related party		32,865			—

Net cash used in operating activities		(762,375	)		(625,582	)

Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise taxes		250,000			—
Investment of cash in Trust Account		—			(250,000,000	)

Net cash provided by (used in) investing activities		250,000			(250,000,000	)

Cash Flows from Financing Activities
Proceeds from sale of Units, net of underwriting discounts paid		—			245,000,000
Proceeds from sale of Private Placements Warrants		—			7,000,000
Due from Sponsor		—			(127,089	)
Repayment of promissory note—related party		—			(94,922	)
Payment of offering costs		—			(315,207	)

Net cash provided by financing activities		—			251,462,782

Net Change in Cash		(512,375	)		837,200
Cash – Beginning of period		829,503			185

Cash – End of period	$	317,128		$	837,385

Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	—		$	(229,072	)

Offering costs paid through promissory note	$	—		$	7,449

Payment of prepaid expenses through promissory note	$	—		$	8,483

Deferred underwriting fee payable	$	—		$	8,750,000

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

HUDSON EXECUTIVE INVESTMENT CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH 31, 2021~~

JUNE 30, 2022

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Hudson Executive Investment Corp. II (formerly Hudson Executive Investment Corp. III) (the “Company”) ~~was~~is a blank check company incorporated in Delaware on August 18, 2020. On December 18, 2020, Hudson Executive Investment Corp. III filed a certificate of amendment changing its name from Hudson Executive Investment Corp. III to Hudson Executive Investment Corp. II. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~January 28, 2021,~~June 30, 2022, the Company had not commenced any operations. All activity for the period from August 18, 2020, (inception) through ~~January 28, 2021~~June 30, 2022, relates to the Company’s formation, ~~and~~ the ~~proposed~~ initial public offering ~~(“Initial~~(the “Initial Public Offering”), which is described ~~below.~~below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company ~~will generate~~ generates

non-operating

income in the form of interest income from the ~~proceeds derived from~~marketable securities held in the ~~Initial Public Offering~~

Trust Account (as defined below).

The registration statement for the Company’s Initial Public Offering was declared effective on January 25, 2021. On January 28, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000 which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,666,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to HEC Sponsor II LLC (formerly HEC Sponsor III LLC) (the “Sponsor”), generating gross proceeds of $7,000,000, which is described in Note 5.

The Company complies with the requirements of FASB ASC

340-10-S99-1

and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Transaction costs amounted to ~~$14,238,064,~~

$14,238,064, consisting of $5,000,000 in cash underwriting fees, net of reimbursement, $8,750,000 of deferred underwriting fees and $488,064 of other offering costs. ~~In addition, as of January 28, 2021, cash of $1,850,180 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes.~~

Following the closing of the Initial Public Offering on January 28, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of 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 2a-7of

the Investment Company Act of 1940, as amended (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, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company ~~Act~~Act.

Table of ~~1940, as amended (the “Investment Company Act”).~~

Contents

HUDSON EXECUTIVE INVESTMENT CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

(Unaudited)

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially ~~anticipated to be~~ $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

~~HUDSON EXECUTIVE INVESTMENT CORP. II~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6)5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or

pre-initial

business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until January 28, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s 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 the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

Table of Contents

HUDSON EXECUTIVE INVESTMENT CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

(Unaudited)

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

~~HUDSON EXECUTIVE INVESTMENT CORP. II~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors (other than the independent registered public accounting firm), service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF JANUARY 28, 2021~~

~~The~~

Liquidity and Going Concern

As of June 30, 2022, the Company ~~previously accounted for~~had $317,128 in its ~~outstanding Public Warrants (as defined in Note 9)~~operating bank account and ~~Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued~~a working capital deficit of $425,979. In order to fund working capital deficiencies or finance transaction costs in connection with ~~its Initial Public Offering~~a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and ~~its forward purchase agreement (“FPA”)~~directors, may provide the Company with Working Capital Loans (as defined below) (see Note 5).

The Company intends to complete a Business Combination by January 28, 2023. However, in ~~Note 6) as components~~the absence of ~~equity instead of as liabilities.~~

~~On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued~~ a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Upon review of the SEC Statement, the Company’s management further evaluated the Warrants and FPA under Accounting Standards Codification (“ASC”) ~~Subtopic 815-40, Contracts~~ ~~in Entity’s Own Equity and concluded that they do not meet the criteria to be classified in stockholders’ equity.~~

~~As a result of the above,~~completed Business Combination, the Company ~~should have classified the Warrants and FPA as liabilities in its previously issued financial statement as of January 28th, 2021. Under this accounting treatment,~~may require additional capital. If the Company is unable to raise additional capital, it may be required to ~~measure~~take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the ~~fair value~~pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

In connection with the ~~Warrants~~Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’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 complete a Business Combination by January 28, 2023, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and ~~the FPA at the end of each reporting period~~subsequent dissolution as well as ~~re-evaluate~~ ~~the treatment~~a lack of ~~the Warrants and FPA and recognize changes in the fair value from the prior period in~~liquidity raise substantial doubt about the Company’s ~~operating results for~~ability to continue as a going concern. No adjustments have been made to the ~~current period.~~

~~The Company’s accounting for~~carrying amounts of assets or liabilities should the ~~Warrants and FPA as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash.~~

   As
Previously
Reported    Adjustments    As
Restated
Balance sheet as of January 28, 2021 (audited)

Warrant Liability
   $ —      $ 13,316,350    $ 13,316,350
Class A Common Stock Subject to Possible Redemption
   237,785,660    (13,316,350 )    224,469,310
Class A Common Stock
   122    133    255
Additional Paid-in Capital
   5,000,507    457,233    5,457,740
Accumulated Deficit
   (1,273 )    (457,366 )    (458,639 )
Company be required to liquidate after January 28, 2023.

NOTE 3.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to

Form 10-Q and

Article 8 of

Regulation S-X

of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

~~HUDSON EXECUTIVE INVESTMENT CORP. II~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s ~~prospectus~~ Annual Report on Form

10-K

for ~~its Initial Public Offering~~the year ended December 31, 2021 as filed with the SEC on ~~January 19~~^th~~, 2021, as well as the Company’s Current Report on Form~~ ~~8-K,~~ ~~as filed with the SEC on February 3~~^rd~~, 2021.~~March 31, 2022. The interim results for the three and six months ended ~~March 31, 2021~~June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2021~~2022 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Table of Contents

HUDSON EXECUTIVE INVESTMENT CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

(Unaudited)

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted

out

of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of ~~revenues and~~ expenses during the reporting ~~period.~~

periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant ~~liability.~~liabilities and forward purchase agreement (“FPA”) (as described in Note 9). Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of ~~March 31, 2021~~June 30, 2022 and December 31, ~~2020.~~

~~Marketable Securities Held in Trust Account~~

~~The Company classifies its U.S. Treasury and equivalent securities as~~ ~~held-to-maturity~~ ~~in accordance with ASC Topic 320 “Investments—Debt and Equity Securities.”~~ ~~Held-to-maturity~~ ~~securities are those securities which the Company has the ability and intent to hold until maturity.~~ ~~Held-to-maturity~~ ~~treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.~~

2021.

~~HUDSON EXECUTIVE INVESTMENT CORP. II~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption, isif any, are classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is 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 Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at ~~March 31, 2021~~June 30, 2022 and December 31, ~~2020, 22,861,486 and no~~2021

, 25,000,000 shares ~~respectively,~~ of Class A common shares subject to possible redemption are presented as temporary equity, outside of the ~~shareholders’ equity~~stockholders’ deficit section of the Company’s condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock, if any, are affected by charges against additional
paid-in
capital and accumulated deficit.

At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds
   $ 250,000,000
Less:

Proceeds allocated to Public Warrants
   (7,583,750 )
Class A common stock issuance costs
   (13,795,698 )
Plus:

Accretion of carrying value to redemption value
   21,379,448


Class A common stock subject to possible redemption December 31, 2021
   250,000,000
Plus:

Accretion of carrying value to redemption value
   95,421


Class A common stock subject to possible redemption June 30, 2022
   $ 250,095,421


8
Table of Contents

HUDSON EXECUTIVE INVESTMENT CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
(Unaudited)
Offering Costs
Offering costs consisted of legal, accounting, and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the condensed statements of operations.
Offering costs associated with the Class A common stock issued the amount of $14,238,064 were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Offering costs amounting to $442,366 were charged to the statements of operations upon the completion of the Initial Public Offering (see Note 1).

Warrant Liabilities and ~~FPA Liabilities~~

Forward Purchase Agreement Derivative Asset

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and Financial Accounting Standards Board (“FASB”) ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

The Company accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (collectively, the “Warrants”) and FPA in accordance with the guidance contained in ASC

815-40,

under which the Warrants and ~~FPA~~Forward Purchase Agreement (as described in Note 5) do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants and FPA as assets or liabilities at their fair value and adjust the Warrants and FPA to fair value at each reporting period. These assets or liabilities are subject to ~~re-measurement~~tore-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the ~~statement~~statements of operations. The fair value of the Public Warrants and the Private Placement Warrants has been estimated using the Public Warrants’ quoted market price. The ~~Private Placement Warrants~~FPA’s fair value was estimated using the reconstructed unit price, the net present value of per forward purchase unit commitment, and ~~FPA~~the forward purchase unit. These liabilities are ~~valued using a Modified Black Scholes Option Pricing Model.~~

~~Income Taxes~~

subject to

re-measurement

at each reporting period. With each such reporting period, the liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company ~~follows~~will reassess the ~~asset and liability method~~classification at each reporting date. If the classification changes as a result of ~~accounting~~events during the period, the liabilities will be reclassified as of the date of the event that causes the reclassification. No events have occurred that would result in a change to the respective classification.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ~~Deferred tax assets and liabilities are recognized for~~ASC 740, Income Taxes, requires the ~~estimated future tax consequences attributable to differences between the financial statements carrying amounts~~recognition of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a ~~change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are~~valuation allowance to be established when ~~necessary, to reduce~~it is more likely than not that all or a portion of deferred tax assets ~~to the amount expected to~~will not be realized. As of ~~March~~June 30, 2022 and December 31, ~~,2021,~~2021, the ~~Company had a~~Company’s deferred tax asset ~~of approximately $122,000, which~~ had a full valuation allowance recorded against it.

The Company’s ~~deferred~~

effective tax ~~assets were deemed to be de minimis as of December 31, 2020.~~

~~The Company’s general~~rate was 0.85% and ~~administrative costs are generally considered~~ ~~start-up~~ ~~costs and are not currently deductible. The change in fair value of the warrant liability is a permanent difference. During~~0.00% for the three months ended ~~March 31,~~June 30, 2022 and 2021, respectively, and 0.42% and 0.00% for the ~~Company recorded no income tax expense.~~six months ended June 30, 2022 and 2021, respectively. The ~~Company’s~~ effective tax rate ~~for three months ended March 31 was approximately 0%, which~~ differs from the ~~expected income~~statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability and forward purchase agreement derivative asset, and the ~~start-up~~ ~~costs (discussed above) which are not currently deductible.~~

valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and a measurement ~~attribute~~process for ~~the~~ financial statement recognition and measurement of a tax ~~positions~~position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be ~~more likely than not~~

more-likely-than-not

to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of ~~March 31, 2021~~June 30, 2022 and December 31, ~~2020.~~2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income ~~tax examinations~~taxation by major taxing authorities since inception.

These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Table of Contents

HUDSON EXECUTIVE INVESTMENT CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
(Unaudited)

Net Income (Loss) per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value.

The ~~Company has~~calculation of diluted income (loss) per common share does not ~~considered~~consider the effect of the warrants ~~sold~~issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 10,916,667 shares of Class A common stock in the ~~calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.~~

~~HUDSON EXECUTIVE INVESTMENT CORP. II~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

~~The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the~~ ~~two-class~~ method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class A and Class B ~~non-redeemable~~ common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and Class B ~~non-redeemable~~ ~~common stock outstanding for the period. Class A and Class B~~ ~~non-redeemable~~ ~~common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.~~

~~The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):~~

Three Months
Ended
March 31,
2021

Redeemable Class A Common Stock

Numerator: Earnings allocable to Redeemable Class A Common Stock Interest income earned on marketable securities held in Trust Account
   $ 16,381
Less: Income and Franchise Tax
   (16,381 )


Net Earnings
   $ —
Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted
   25,000,000
Earnings/Basic and Diluted Redeemable Class A Common Stock
   $ —
Non-Redeemable Class A and B Common Stock

Numerator: Net Income minus Redeemable Net Earnings

Net Income
   $ 3,688,180


Non-Redeemable Net Income
   $ 3,688,180
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock

Non-Redeemable Class A and B Common Stock, Basic and Diluted
   6,055,556
Income/Basic and Diluted Non-Redeemable Class A and B Common Stock
   $ 0.61

aggregate. As of ~~December 31, 2020, basic and diluted shares are the same as there are no~~ ~~non-redeemable~~ ~~securities that are dilutive to the Company’s stockholders. At March 31, 2021,~~June 30, 2022, the Company did not have any dilutive securities ~~and~~or other contracts that could, potentially, be exercised or converted into ~~ordinary shares~~common stock and then ~~participate~~share in the ~~earnings.~~earnings of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the ~~period~~periods presented.

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):

For the Three Months Ended

June 30, 2022

For the Three Months Ended

June 30, 2021

For the Six Months Ended

June 30, 2022

For the Six Months Ended

June 30, 2021


Class A

Class B

Class A

Class B

Class A

Class B

Class A

Class B

Basic and diluted net income (loss) per common share

Numerator:

Allocation of net income (loss), as adjusted
   $ 2,270,691    $ 567,673    $ (4,200,851 ) $ (1,050,213 ) $ 4,566,813    $ 1,141,703    $ (1,210,434 ) $ (352,450 )
Denominator:

Basic and diluted weighted average shares outstanding
   25,000,000    6,250,000    25,000,000 6,250,000 25,000,000    6,250,000    21,132,597 6,153,315










Basic and diluted net income (loss) per common share
   $ 0.09    $ 0.09    $ (0.17 ) $ (0.17 ) $ 0.18    $ 0.18    $ (0.06 ) $ (0.06 )
10
Table of Contents

HUDSON EXECUTIVE INVESTMENT CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
(Unaudited)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal ~~Depository~~Deposit Insurance Corporation coverage limit of ~~$250,000.~~

$250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” ~~approximates~~approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term ~~nature.~~

nature other than the warrant liabilities and FPA (see Note 9).

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, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operation 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 the Company’s condensed financial statements.

~~In August 2020, the FASB issued Accounting Standard Update (the “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, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption

Table of ~~the ASU did not impact the Company’s financial position, results of operations or cash flows.~~

Contents

HUDSON EXECUTIVE INVESTMENT CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH 31, 2021~~

JUNE 30, 2022

(Unaudited)

NOTE 4.3. PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 2,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and

one-fourth

of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

NOTE 5.4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant the Company in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

NOTE 6.5. RELATED PARTY TRANSACTIONS

Founder Shares

On August 21, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 2,875,000 shares of the Company’s Class B common stock (the “Founder Shares”). On December 18, 2020, the Company effected a 2,875,000 stock dividend resulting in 5,750,000 Founder Shares outstanding and on January 25, 2021, the Company effected a 718,750 stock dividend resulting in 6,468,750 Founder Shares outstanding. The Founder Shares ~~include~~included an aggregate of up to 218,750 shares of Class B common stock that ~~remain~~were subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering).Sponsor. On March 11, 2021, the above-mentioned ~~218, 750~~218,750 shares of Class B common stock were forfeited following the expiration of the underwriters’ overallotment option.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within

any 30-trading

day period commencing at least 150 days after a Business Combination, or (y) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.

On April 13, 2021, the Company added a new member to the sponsorship and the Sponsor allocated 20,000 Founder Shares. The total consideration paid for these shares was $58. In addition, on April 13, 2021, the Sponsor also transferred 20,000 Founder Shares to a director of the Company. Finally, on February 7, 2022, the sponsor transferred 20,000 Founder Shares to a newly appointed director of the Company.

The sale and allocation of the Founders Shares to the Company’s director nominees as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 40,000 shares allocated on April 13, 2021 was $299,880 or $7.50 per share. The Founders Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of June 30, 2022, 0 stock-based compensation expense has been recorded.

On February 7, 2022, the Board of Directors exercised its authority pursuant to the Company’s amended and restated certificate of incorporation and elected Mr. Douglas Renert, effective immediately, to the Board of Directors. Mr. Renert replaced Mr. Douglas Braunstein on the Audit Committee, effective immediately. Mr. Renert is an independent director.

Administrative Services Agreement

The Company entered into an agreement, commencing on January 25, 2021 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. For the three and six months ended ~~March~~June 30, 2022, the Company incurred $30,000 and $60,000 in fees for these services, respectively. As of June 30, 2022 and December 31, 2021, the Company has accrued $170,000 and $110,000, respectively, in its condensed balance sheets for amounts due. For the three and six months ended June 30, 2021, the Company incurred ~~$20,000~~$30,000 and $50,000 in fees for these services, respectively, which is currently recorded as accrued ~~expenses.~~

~~Promissory Note —~~ expenses in the condensed balance sheet

Table of Contents

HUDSON EXECUTIVE INVESTMENT CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
(Unaudited)

Related Party

On August 18, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is ~~non-interest~~ bearing and payable on the earlier of August 18, 2021 or the consummation of the Initial Public Offering. As of December 31, 2020, there was $25,650 outstanding which was repaid with the proceeds from the initial public offering. As of March 31, 2021 there were no amounts outstanding.

~~Due from Sponsor~~

At the closing of the Initial Public Offering on January 28, 2021, a portion of the proceeds from the sale of the Private Placement Warrants in the amount of ~~$132,376~~$150,000 was due to the Company to be held outside of the Trust Account for working capital purposes. ~~This~~As of June 30, 2022 and December 31, 2021, such amount was repaid and is ~~still outstanding as of March 31, 2021.~~

longer due from the Sponsor.

~~HUDSON EXECUTIVE INVESTMENT CORP. II~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

Related Party Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such 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 at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of ~~March 31, 2021~~June 30, 2022 and December 31, ~~2020,~~2021, there were no0 Working Capital Loans outstanding.

Due to Related Party

From time to time, the Sponsor or an affiliate of the Sponsor will make payments on behalf of the Company for operating expenses that may include annual or quarterly subscriptions. At June 30, 2022 and December 31, 2021, the amount owed amounted to $37,565 and $4,700, respectively.

Forward Purchase Agreement

~~The~~

Following the Initial Public Offering on January 28, 2021, the Company entered into a forward purchase agreement ~~(the “FPA”)~~dated January 28, 2021 with HEC Master Fund LP (“HEC Master”) pursuant to which HEC Master will purchase from the Company ~~a mutually agreed upon number of~~up to 5,000,000 forward purchase units (the “Forward Purchase Units”), consisting of one share of Class A common stock (the “Forward Purchase Shares”) and a mutually agreed upon number of warrants to purchase one share of Class A common stock (the “Forward Purchase Warrants” and, together with the Forward Purchase Shares, the “Forward Purchase Securities”), for $10.00 per unit, in a private placement that will close concurrently with the closing of the initial Business Combination. The proceeds from the sale of these Forward Purchase Units, together with the amounts available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity or debt financing obtained by the Company in connection with the Business Combination, will be used to satisfy the cash requirements of the Business Combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-Business Combination company for working capital or other purposes. To the extent that the amounts available from the Trust Account and other financing are sufficient for such cash requirements, HEC Master may purchase less than an agreed upon number of Forward Purchase Units. In addition, HEC Master’s commitment under the forward purchase agreement will be subject to approval, prior to the Company entering into a definitive agreement for the initial Business Combination, of its investment committee. Pursuant to the terms of the Forward Purchase Agreement, HEC Master will have the option to assign its commitment to one of its affiliates and an agreed upon amount to members of the Company’s management team. The Forward Purchase Shares will be identical to the shares of Class A common stock included in the units sold in the Initial Public Offering, except that they will be subject to transfer restrictions and registration rights. The Forward Purchase Warrants will have the same terms as the Private Placement Warrants so long as they are held by HEC Master or its permitted assignees and transferees.

NOTE 7.6. COMMITMENTS

AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Furthermore, the impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements.

Table of Contents

HUDSON EXECUTIVE INVESTMENT CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
(Unaudited)

Registration Rights

Pursuant to a registration rights agreement entered into on January 28, 2021, the holders of the Founder Shares, Private Placement Warrants, Forward Purchase Securities and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants, Forward Purchase Warrants and warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~HUDSON EXECUTIVE INVESTMENT CORP. II~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

Underwriting Agreement

The Company granted the underwriters

a 45-day option

from the date of the Initial Public Offering to purchase up to ~~3,000,000~~3,375,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. As a result of the underwriter’s election to partially exercise the over-allotment option to purchase an additional 2,500,000 Units, a total of 875,000 Units remained available for purchase at a price of $10.00 per Unit. On March 11, 2021, the remainder of the underwriters’ overallotment option expired.

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,750,000 in the aggregate. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement.

NOTE 8.7. STOCKHOLDERS’ ~~EQUITY~~

DEFICIT

Preferred Stock

—

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. ~~At March 31, 2021~~As of June 30, 2022 and December 31, ~~2020,~~2021, there were no0 shares of preferred stock issued or outstanding.

Class

A Common Stock

— The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. ~~At March~~As of June 30, 2022 and December 31, 2021, there were ~~2,138,514~~0 shares ~~of Class A common stock~~ issued and outstanding, excluding ~~22,861,486~~25,000,000 shares of Class A common stock subject to possible ~~redemption. At December 31, 2020, there were no shares~~redemption, which are classified as temporary equity.

The Company determined the common stock subject to redemption to be equal to the redemption value of $10.01 per share of common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Upon considering the impact of the Forward Purchase Agreement, it was concluded that the redemption value should include all the Public Shares resulting in the common stock subject to possible redemption being equal to $250,095,421. This resulted in a measurement adjustment to the initial carrying value of the Class A common stock ~~issued or outstanding.~~

subject to redemption with the offset recorded to additional

paid-in

capital and accumulated deficit.

Class

B Common Stock

— The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. As of ~~March~~June 30, 2022 and December 31, 2021, there were 6,250,000 shares of Class B common stock issued and outstanding. At December 31, 2020, there were 6,468,750 shares of common stock issued and outstanding, of which 218,750 shares of Class B common stock remain were forfeited as a result of the underwriters’ election to partially exercise their over-allotment option, so that the number of Founder Shares equal 20% of the Company’s issued and outstanding common stock.

Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of a Business Combination on a

one-for-one

basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an

as-converted

basis, 20% of the total number of shares of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or

Table of Contents

HUDSON EXECUTIVE INVESTMENT CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

(Unaudited)

rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination (including the Forward Purchase Shares but not the Forward Purchase Warrants), excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than

one-for-one

basis.

~~HUDSON EXECUTIVE INVESTMENT CORP. II~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

NOTE ~~9. WARRANTS~~

8. WARRANT LIABILITIES

Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may call the warrants for redemption:

in whole and not in part;

at a price of $0.01 per warrant;

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within

a ~~30-trading~~ ~~day period~~ 30-tradingdayperiod

ending three business days before the Company sends the notice of redemption to the warrant holders.

Table of Contents

HUDSON EXECUTIVE INVESTMENT CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

(Unaudited)

If and when the warrants become redeemable by the Company for cash, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

~~HUDSON EXECUTIVE INVESTMENT CORP. II~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

In addition, if (x) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination (excluding any issuance of Forward Purchase Securities) at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

At June 30, 2022 and December 31, 2021, there were 4,666,667 Private Placement Warrants and 6,250,000 Public Warrants outstanding.

NOTE ~~10.~~9. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:


Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its U.S. Treasury and equivalent securities as

held-to-maturity

in accordance with ASC Topic 320 “Investments—Debt and Equity Securities.”

Held-to-maturity

securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity

treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts.

Table of Contents

HUDSON EXECUTIVE INVESTMENT CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

(Unaudited)

At ~~March~~June 30, 2022, assets held in the Trust Account were comprised of $3,864 in cash and $250,166,186 in U.S. Treasury Securities. During the six months ended June 30, 2022, the Company withdrew $250,000 of interest earned from the Trust Account.

At December 31, 2021, assets held in the Trust Account were comprised of ~~$169 of cash and $250,016,212~~$250,035,428 in money market funds, which are invested primarily in U.S. Treasury ~~securities.~~Securities. During the ~~three months~~year ended ~~March~~December 31, 2021, the Company did ~~not~~0t withdraw any interest income from the Trust Account.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at ~~March~~June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Held-To-Maturity       Level    Amortized
Cost    Gross
Holding
Gain    Fair Value
Assets:

March 31, 2021
   U.S. Treasury Securities (Mature on 4/29/2021)    1    $ 250,016,212    $ 4,870    $ 250,021,082
Liabilities:

March 31, 2021
   Warrant Liability – Public Warrants    1          $ 4,875,000
March 31, 2021
   Warrant Liability – Private Placement Warrants    3          $ 3,640,000
March 31, 2021
   Warrant Liability – FPA    3          $ 75,000

~~HUDSON EXECUTIVE INVESTMENT CORP. II~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~


	Held-To-Maturity	Level		Amortized Cost		Gross Holding Loss			Fair Value
Assets:
June 30, 2022	U.S. Treasury Securities (Mature on 9/15/2022)		1	$	250,166,186	$	(37,298	)	$	250,128,888
June 30, 2022	FPA Derivative Asset		3						$	132,750
December 31, 2021	Marketable Securities held in Trust Account –Treasury Trust Money Market Fund		1						$	250,035,428
December 31, 2021	FPA Derivative Asset		3						$	51,625

Liabilities:
June 30, 2022	Warrant Liability – Public Warrants		2						$	750,000
June 30, 2022	Warrant Liability – Private Placement Warrants		2						$	560,000
December 31, 2021	Warrant Liability – Public Warrants		2						$	4,188,125
December 31, 2021	Warrant Liability – Private Placement Warrants		2						$	3,127,134

The Warrants and FPA were accounted for as assets or liabilities in accordance with ASC

815-40

and are presented within FPA derivative asset and warrant liabilities on the accompanying condensed balance sheets. The ~~warrant liabilities~~Warrants and FPA are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the change in fair value of warrant liabilities and FPA in the ~~statement~~condensed statements of operations.

~~The Warrants are measured at fair value on a recurring basis.~~

The Public Warrants were initially valued using a Monte Carlo simulation model. The Public Warrants were subsequently valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market.

The Private Placement Warrants were valued initially, using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. The primary significant unobservable input ~~utilized~~used in ~~determining~~ the fair value measurement of the Private Placement Warrants is the expected volatility of ~~our~~the common stock. ~~The~~Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The subsequent measurements of the ~~Company’s common stock was determined based on~~Private Placement Warrants are classified as Level 2 due to the ~~implied volatility~~use of ~~the Public Warrants and~~an observable market quote for a similar asset in an active market.

The FPA’s fair value was estimated using the reconstructed unit price, the net present value of per forward purchase unit commitment, and the forward purchase unit, which is considered to be ~~10% before~~a Level 3 fair value measurement.

The following table presents the ~~expected business combination and 20% after the expected business combination.~~

quantitative information regarding Level 3 fair value measurements:


	June 30, 2022			December 31, 2021
Forward Purchase Price (per unit)	$	10.00		$	10.00
Underlying Asset Price (per share)	$	9.81		$	9.78
Number of Warrants per unit		0.25			0.25
Concluded Unit Value		9.84			9.95
Time to Maturity (Years)		0.29			0.54
Risk Free Rate		1.84	%		0.21	%

Table of Contents

HUDSON EXECUTIVE INVESTMENT CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

(Unaudited)

The following table presents the changes in the fair value of the Level 3 warrant

liabilities:

   Private Placement    Public    Total
Warrant Liabilities
Fair value as of January 1, 2021
   $ —      $ —      $ —
Initial measurement on January 28, 2021
   5,717,000    7,583,750    13,300,750
Change in fair value
   (2,077,600 )    (2,708,750 )    (4,786,350 )






Fair value as of March 31, 2021
   $ 3,640,000    $ 4,875,000    $ 8,515,000


	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2021	$	—		$	—		$	—
Initial measurement on January 28, 2021		5,717,600			7,583,750			13,301,350
Change in fair value		(2,077,600	)		(2,708,750	)		(4,786,350	)

Fair value as of March 31, 2021		3,640,000			4,875,000			8,515,000
Transfer to Level 1		—			(4,875,000	)		(4,875,000	)
Change in fair value		2,089,142			—			2,089,142

Fair value as of June 30, 2021	$	5,729,142		$	—		$	5,729,142

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the ~~three~~six months ended ~~March 31, 2021~~June 30, 2022 was ~~$4,875,000,~~

$4,875,000, when the Public Warrants were separately listed and traded.

There were 0 changes in levels for the three and six months ended June 30, 2022, and for the three months ended June 30, 2021

The following table presents the changes in the fair value of FPA, ~~liability:~~

   FPA
Liability
Fair value as of January 1, 2021
   $ —
Initial measurement on January 28, 2021
   16,375
Change in valuation inputs or other assumptions
   60,000


Fair value as of March 31, 2021
   $ 76,375


which utilizes Level 3 measurements:


	Forward Purchase Agreement (Asset)/Liability
Fair value as of January 1, 2022	$	(51,625	)
Change in fair value		(72,375	)

Fair value as of March 31, 2022		(124,000	)
Change in fair value		(8,750	)

Fair value as of June 30, 2022	$	(132,750	)


	Forward Purchase Agreement (Asset)/Liability
Fair value as of January 1, 2021	$	—
Initial measurement on January 28, 2021		15,000
Change in fair value		61,375

Fair value as of March 31, 2021		76,375
Change in fair value		(48,750	)

Fair value as of June 30, 2021	$	27,625

NOTE ~~11.~~10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after ~~the balance sheet date~~June 30, 2022 up to the date that the condensed financial statements were issued. Based upon this review, ~~other described in Note 2,~~ the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Hudson Executive Investment Corp. II. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to HEIC Sponsor II, 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 (the “Financial Statements”). Capitalized terms used but not otherwise defined herein have the meaning set forth in the Financial Statements. 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~~ and Section 21E of 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~~ ~~including,~~ 10-Qincluding,

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~~ Annual Report on

Form10-K

filed with the U.S. Securities and Exchange Commission (the “SEC”) on ~~January 27, 2021.~~March 31, 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 August 18, 2020 for the purpose of effecting the 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 ~~Units,~~Placement Warrants, our capital stock, debt or a combination of cash, stock and debt. Based on our business activities to date, the Company is a “shell company” as defined under the Exchange Act because we have minimal operations and nominal assets consisting almost entirely of cash held in a trust account.

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 August 18, 2020 (inception) through ~~March 31, 2021~~June 30, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, 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.

For the three months ended ~~March 31,~~June 30, 2022, we had a net income of $2,838,364, which consists of the change in the fair value of warrant liabilities and forward purchase agreement derivative asset of $2,780,492 and interest earned on marketable securities held in the Trust Account of $343,424, offset by formation and operating costs of $261,307 and provision for income taxes of $24,245.

For the six months ended June 30, 2022, we had a net income of $5,708,516, which consists of the change in the fair value of warrant liabilities and forward purchase agreement derivative asset of $6,086,384 and interest earned on marketable securities held in the Trust Account of $384,621, offset by formation and operating costs of $738,244 and provision for income taxes of $24,245.

Table of Contents

For the three months ended June 30, 2021, we had net ~~income~~loss of ~~approximately $3.7 million,~~$5,251,064, which consists of ~~income of approximately $4.7 million derived from~~ the ~~changes~~change in fair value of ~~the~~ warrant ~~liability~~liabilities and forward purchase agreement derivative asset of $4,602,892, and formation and operating costs of $659,101, offset by ~~operation~~interest earned on marketable securities held in the Trust Account of $10,929.

For the six months ended June 30, 2021, we had net loss of $1,562,884, which consists of the formation and operating costs of ~~approximately $1.0 million.~~

$1,697,277, offset by change in fair value of warrant liabilities and forward purchase agreement derivative asset of $107,083 and interest earned on marketable securities held in the Trust Account of $27,310.

Liquidity and Capital Resources

On January 28, 2021, the Company consummated the Initial Public Offering of 25,000,000 Units, which includes the partial exercise by the underwriter of its over-allotment option in the amount of 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000 which is described in Note 4.3. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 4,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $7,000,000, which is described in Note 5.

Following the Initial Public Offering, the exercise of the over-allotment option, and the sale of the Private ~~Units,~~Placement Warrants, a total of $250,000,000 was placed in the Trust Account. We incurred $14,238,064 in Initial Public Offering related costs, including $5,000,000 in cash underwriting fees, $8,750,000 of deferred underwriting fees and $488,064 of other offering costs.

For the ~~three~~six months ended ~~March 31,~~June 30, 2022, cash used in operating activities was $762,375. Net income of $5,708,516 was affected by change in the fair value of warrant liabilities and forward purchase agreement derivative asset of $6,086,384 and interest earned on marketable securities held in the Trust Account of $384,621. Changes in operating assets and liabilities provided $114 of cash for operating activities.

For the six months ended June 30, 2021, cash used in operating activities was ~~$568,243.~~$625,582. Net ~~income~~loss of ~~$3,688,180~~$1,562,884 was affected by ~~noncash charges (income) related to the~~

non-cash

change in fair value of ~~the~~ warrant ~~liability~~liabilities and forward purchase agreement derivative asset of ~~approximately $4,709,975,~~$107,083, operating costs paid by the Sponsor of $200, operating costs paid through a promissory note of $70,764, interest earned on marketable securities held in the Trust Account of ~~$16,381,~~$27,310, and transaction costs ~~associated~~incurred in connection with ~~the warrants~~warrant liabilities of ~~approximately~~ $442,366. Changes in operating assets and liabilities ~~used approximately $43,397 million~~provided $558,365 of cash for operating activities.

As of ~~March 31, 2021,~~June 30, 2022, we had marketable securities held in the Trust Account of ~~$250,016,381~~$250,170,050 (including ~~approximately $16,381~~$170,050 of interest income and investments consisting of U.S. Treasury ~~Bills~~Bills/Notes with a maturity of 185 days or ~~less.~~less). Interest income on the balance in the Trust Account may be used by us to pay taxes. Through ~~March 31, 2021,~~June 30, 2022, we have ~~not~~ withdrawn ~~any~~$250,000 of 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 ~~March 31, 2021,~~June 30, 2022, we had cash of ~~$889,437.~~$317,128. 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 $1,500,000 of such loans may be convertible into warrants at a price of ~~$1.00~~$1.50 per warrant, at the option of the lender. 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~~

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.

Liquidity and Going Concern

As of June 30, 2022, we had $317,128 in our operating bank account and a working capital deficit of $425,979. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of our officers and directors, may provide us with Working Capital Loans (see Note 5).

Table of Contents

We intend to complete a Business Combination by January 28, 2023. However, in the absence of a completed Business Combination, we may require additional capital. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.
In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’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 we are unable to complete a Business Combination by January 28, 2023, then we will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raises 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 28, 2023.

Off-Balance
Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered

off-balance

sheet arrangements as of ~~March 31, 2021.~~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

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, secretarial and administrative services. We began incurring these fees on January 25,^th, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

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 condensed 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 and FPA ~~Liabilities~~

Derivatives

The Company accounts for the Warrants and FPA in accordance with the guidance contained in ASC

815-40,

under which the Warrants and FPA do not meet the criteria for equity treatment and must be recorded as assets or liabilities. Accordingly, the Company classifies the Warrants and FPA as an asset or liabilities at their fair value and adjust the Warrants and FPA to fair value at each reporting period. These assets or liabilities are subject to ~~re-measurement~~tore-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the ~~statement~~statements of operations. The fair value of the Public Warrants and Private Placement Warrants has been estimated using the Public Warrants’ quoted market price. The ~~Private Placement Warrants~~FPA’s fair value was estimated using the reconstructed unit price, the net present value of per forward purchase unit commitment, and ~~FPA are valued using a Modified Black Scholes Option Pricing Model.~~

the forward purchase unit.

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.”~~480. Shares of Class A common stock subject to mandatory redemption isare classified as a liability instrument and isare measured at fair value. Conditionally redeemable common stock (including common stock that ~~feature~~features redemption rights that isare 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’ ~~equity~~deficit section of our condensed balance sheets.

Net Income (Loss) Per Common Share

~~We apply the~~ ~~two-class~~ ~~method in calculating earnings per share.~~

Net income (loss) per common share ~~basic and diluted for Class A redeemable common stock~~ is ~~calculated~~computed by dividing ~~the interest~~net income ~~earned on the Trust Account, net of applicable franchise and income taxes,~~(loss) by the weighted average number of ~~Class A redeemable~~ common ~~stock~~shares outstanding for the period. ~~Net loss~~Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share ~~basic and diluted for Class B~~ ~~non-redeemable~~ ~~common stock is calculated by dividing~~as the ~~net income, less income attributable to Class A redeemable common stock, by the weighted average number~~redemption value approximates fair value.

Table of ~~Class B~~ ~~non-redeemable~~ ~~common stock outstanding for the period presented.~~

Contents

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ~~ASU~~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~~2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU

2020-06

would have on its financial position, results of ~~operations~~operation or cash flows.

~~Other than as disclosed above, management~~

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

~~Evaluation of Disclosure Controls and Procedures~~

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed ~~by us~~ in our reports filed or submitted under the Exchange Act ~~reports~~ is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and ~~forms,~~forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that ~~such~~ information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our ~~principal executive officer~~Chief Executive Officer and ~~principal financial officer or persons performing similar functions, as appropriate~~Chief Financial Officer, to allow timely decisions regarding required disclosure.

~~Under~~

Evaluation of Disclosure Controls and Procedures

As required by Rules

13a-15

and

15d-15

under the ~~supervision~~Exchange Act, our Chief Executive Officer and ~~with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted~~Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~the end of the fiscal quarter ended March 31, 2021, as such term is defined in Rules~~ ~~13a-15(e)~~ ~~and~~ ~~15d-15(e)~~ ~~under the Exchange Act.~~June 30, 2022. Based ~~on this~~upon their evaluation, our ~~principal executive officer~~Chief Executive Officer and ~~principal financial and accounting officer have~~Chief Financial Officer concluded that during the period covered by this report, solely due to the Company’s restatement of its financial statements to reclassify the Company’s warrants and the FPA as described in the Note 2 to the Financial Statement herein, our disclosure controls and procedures (as defined in Rules

13a-15(e)

and

15d-15(e)

under the Exchange Act) were not effective as of March 31, 2021, and that the foregoing arose as a result of a material weakness in the Company’s internal control over financial reporting. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles.effective. Accordingly, management believes that the financial statements included in this ~~Quarterly Report on~~ ~~Form 10-Q~~

Form10-Q

present fairly in all material respects our financial position, results of operations, and cash flows for the ~~periods~~period presented.

Changes in Internal Control ~~over~~Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the most recent fiscal quarter ~~of 2020~~ covered by this Quarterly Report on

Form 10-Q

that has materially affected, or is reasonably likely to materially affect, our internal control over financial ~~reporting, as the circumstances that led~~reporting.

Table of Contents

PART II. OTHER INFORMATION

Facilities

In September 2021, we became a fully remote company. Accordingly, we do not maintain a principal office.

Human Capital Resources

We currently have three executive officers. These individuals are not obligated to devote any specific number of hours to the ~~restatement of our financial statements described in this Quarterly Report on Form~~ ~~10-Q~~ ~~had~~Company’s matters and intend to devote only as much time as they deem necessary to its affairs. We do not ~~yet been identified. However, as management has identified a material weakness in our internal control over financial reporting with respect~~intend to have any full-time employees prior to the ~~classification of the Company’s Warrants and the FPA as components of equity instead of as liabilities, as well as the related determination of the fair value of warrant liabilities, additional~~ ~~paid-in~~ capital and accumulated deficit, and related financial disclosures, the Company intends to address this material weakness by enhancing its processes to identify and appropriately apply applicable accounting requirements to better evaluate its research and understanding of the nuances of the complex accounting standards that apply to its financial statements. The Company’s current plans 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. The Company has also retained the servicesconsummation of a ~~valuation expert to assist in valuation analysis of the Warrants and the FPA on a quarterly basis.~~

~~PART II—OTHER INFORMATION~~

business combination.

Item 1. Legal Proceedings

~~None~~

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

Item 1A. Risk Factors

~~Not required for smaller reporting companies~~

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Form

10-K

filed with the SEC on March 31, 2022. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Form

10-K

filed with the SEC on March 31, 2022, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On January 28, 2021, we consummated ~~its initial public offering~~the Initial Public Offering of 25,000,000 ~~units,~~Units. The Units were sold at an offering price of $10.00 per unit, generating total gross proceeds of ~~$50,000,000.~~$250,000,000. The securities in the offering were registered under the Securities Act on registration statements on ~~Form~~ ~~S-1~~ ~~(Nos.~~ ~~333-251848~~

FormS-1

(Nos.333-251848

and

333-252417).

The Securities and Exchange Commission declared the registration statements effective on January 25^th,25th, 2021.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,666,667 warrants at a price of $1.50 per Private Placement Warrant in a private placement to HEIC Sponsor II, LLC, generating gross proceeds of $7,000,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

Of the gross proceeds received from the Initial Public Offering, the partial exercise of the over-allotment option and the Private Placement Warrants, an aggregate of $250,000,000 was placed in the Trust Account.

We paid a total of $5,000,000 in cash underwriting discounts and commissions, and $488,064 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $8,750,000 in underwriting discounts and commissions.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this

Form 10-Q.

Item 3. Defaults Upon Senior Securities

~~None~~

None.

Item 4. Mine Safety Disclosures

Not ~~applicable~~

applicable.

Item 5. Other Information

~~None~~

None.

Table of Contents

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.


No.		Description of Exhibit

~~1.1~~		Underwriting Agreement, dated January 25, 2021, by and among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives of the several underwriters (incorporated by reference to Exhibit 1.1 filed with the Company’s current report on Form ~~8-K~~ ~~filed by the registrant on January 29, 2021).~~

~~3.1~~		~~Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Company’s current report on Form~~ ~~8-K~~ ~~filed by the registrant on January 29, 2021).~~

~~3.2~~		~~Bylaws (incorporated by reference to Exhibit 3.4 filed with the Company’s registration statement on Form~~ ~~S-1~~ ~~filed by the registrant on December 31, 2020).~~

~~4.1~~		~~Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Company’s registration statement on Form~~ ~~S-1~~ ~~filed by the registrant on December 31, 2020).~~

~~4.2~~		~~Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Company’s registration statement on Form~~ ~~S-1~~ ~~filed by the registrant on December 31, 2020).~~

~~4.3~~		~~Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Company’s registration statement on Form~~ ~~S-1~~ ~~filed by the registrant on December 31, 2020).~~

~~4.4~~		Warrant Agreement, dated January 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 filed with the Company’s current report on Form ~~8-K~~ ~~filed by the registrant on January 29, 2021).~~

~~10.1~~		~~Amended and Restated Promissory Note, dated December 21, 2020, issued to HEC Sponsor II (incorporated by reference to Exhibit 10.6 filed with the Company’s registration statement on Form~~ ~~S-1~~ ~~filed by the registrant on December 31, 2020).~~

~~10.2~~		Letter Agreement, dated January 25, 2021, by and among the Company, its executive officers, its directors and HEC Sponsor II LLC (incorporated by reference to Exhibit 10.1 filed with the Company’s current report on Form ~~8-K~~ ~~filed by the registrant on January 29, 2021).~~

~~10.3~~		Investment Management Trust Agreement, dated January 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 filed with the Company’s current report on Form ~~8-K~~ ~~filed by the registrant on January 29, 2021).~~

~~10.4~~		Registration Rights Agreement, dated January 28, 2021, by and among the Company, HEC Sponsor II LLC and the other holders party thereto (incorporated by reference to Exhibit 10.3 filed with the Company’s current report on Form ~~8-K~~ ~~filed by the registrant on January 29, 2021).~~

~~10.5~~		Amended and Restated Subscription Agreement, dated December 18, 2020, between HEC Sponsor II LLC and the Company (incorporated by reference to Exhibit 10.7 filed with the Company’s registration statement on Form ~~S-1~~ ~~filed by the registrant on December 31, 2020).~~

~~10.6~~		Private Placement Warrants Purchase Agreement, dated January 25, 2021, by and among the Company and HEC Sponsor II LLC (incorporated by reference to Exhibit 10.4 filed with the Company’s current report on Form ~~8-K~~ ~~filed by the registrant on January 29, 2021).~~

~~10.7~~		Administrative Services Agreement, dated January 28, 2021, by and between the Company and HEC Sponsor II LLC (incorporated by reference to Exhibit 10.5 filed with the Company’s current report on Form ~~8-K~~ ~~filed by the registrant on January 29, 2021).~~

~~10.8~~		~~Forward Purchase Agreement, dated January 28, 2021, by and between the Company and HEC Master Fund LP (incorporated by reference to Exhibit 10.6 filed with the Company’s current report on Form~~ ~~8-K~~ ~~filed by the registrant on January 29, 2021).~~

~~10.9~~		~~Form of Indemnity Agreement (incorporated by reference to Exhibit 10.5 filed with the Company’s registration statement on Form~~ ~~S-1~~ ~~filed by the registrant on December 31, 2020).~~


31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.SCH*		~~XBRL Taxonomy Extension Schema Document~~

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)

*	Filed herewith.

**	Furnished.

Table of Contents

PART III. SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	HUDSON EXECUTIVE INVESTMENT CORP. II

Date: ~~May 26, 2021~~August 15, 2022	By:	/s/ Douglas G. Bergeron
	Name:	Douglas G. Bergeron
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: ~~May 26, 2021~~August 15, 2022	By:	/s/ ~~Jonathan Dobres~~Ira Mosberg
	Name:	~~Jonathan Dobres~~Ira Mosberg
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)


	March 31, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current assets
Cash	$	889,437	$	185
Prepaid expenses		444,548		—
Due from Sponsor		132,376		—

Total Current Assets		1,466,361		185
Deferred offering costs		—		394,480
Marketable securities held in Trust Account		250,016,381		—

TOTAL ASSETS	$	251,482,742	$	394,665


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	411,545	$	1,253
Accrued offering costs		114,958		344,030
Promissory note – related party		—		25,650

Total Current Liabilities		526,503		370,933
FPA liability		76,375		—
Warrant liability		8,515,000		—
Deferred underwriting fee payable		8,750,000		—

Total Liabilities		17,867,878		370,933

Commitments and Contingencies
Class A common stock subject to possible redemption 22,861,486 and no shares at redemption value as of March 31, 2021 and December 31, 2020, respectively		228,614,860		—
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding		—		—
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 2,138,514 and no shares issued and outstanding (excluding 22,861,486 and no shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively		214		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,250,000 and 6,468,750 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively		625		647
Additional paid-in capital		1,312,253		24,353
Retained earnings (accumulated deficit)		3,686,912		(1,268	)

Total Stockholders’ Equity		5,000,004		23,732

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	251,482,742	$	394,665


Operation and formation costs	$	1,038,176

Loss from operations		(1,038,176	)
Other income (expense):
Interest earned on marketable securities held in Trust Account		16,381
Change in fair value of warrant liability		4,709,975

Income before income taxes		3,688,180

Net income	$	3,688,180

Weighted average shares outstanding of Class A redeemable common stock		25,000,000

Basic and diluted income per share, Class A redeemable common stock	$	0.00

Weighted average shares outstanding of Class A and Class B non-redeemable common stock		6,055,556

Basic and diluted net income per share, Class A and Class B non-redeemable common stock	$	0.61


	Class A Common Stock						Class B Common Stock						Additional Paid-in Capital			Retained Earnings (Accumulated Deficit			Total Stockholders’ Equity
	Shares			Amount			Shares			Amount			Additional Paid-in Capital			Retained Earnings (Accumulated Deficit			Total Stockholders’ Equity
Balance — January 1, 2021		—		$	—			6,468,750		$	647		$	24,353		$	(1,268	)	$	23,732
Sale of 25,000,000 Units, net of underwriting discounts, offering costs, and warrant liabilities		25,000,000			2,500			—			—			228,618,052			—			228,620,552
Excess of proceeds from the sale of private placement warrants to Sponsor		—			—			—			—			1,282,400			—			1,282,400
Forfeiture of Founder Shares		—			—			(218,750	)		(22	)		22			—			—
Class A shares subject to possible redemption		(22,861,486	)		(2,286	)		—			—			(228,612,574	)		—			(228,614,860	)
Net income		—			—			—			—			—			3,688,180			3,688,180

Balance – March 31, 2021		2,138,514		$	214			6,250,000		$	625		$	1,312,253		$	3,686,912		$	5,000,004


	As Previously Reported			Adjustments			As Restated
Balance sheet as of January 28, 2021 (audited)
Warrant Liability	$	—		$	13,316,350		$	13,316,350
Class A Common Stock Subject to Possible Redemption		237,785,660			(13,316,350	)		224,469,310
Class A Common Stock		122			133			255
Additional Paid-in Capital		5,000,507			457,233			5,457,740
Accumulated Deficit		(1,273	)		(457,366	)		(458,639	)


Gross proceeds	$	250,000,000
Less:
Proceeds allocated to Public Warrants		(7,583,750	)
Class A common stock issuance costs		(13,795,698	)
Plus:
Accretion of carrying value to redemption value		21,379,448

Class A common stock subject to possible redemption December 31, 2021		250,000,000
Plus:
Accretion of carrying value to redemption value		95,421

Class A common stock subject to possible redemption June 30, 2022	$	250,095,421


	Three Months Ended March 31, 2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock Interest income earned on marketable securities held in Trust Account	$	16,381
Less: Income and Franchise Tax		(16,381	)

Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted		25,000,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	—
Non-Redeemable Class A and B Common Stock
Numerator: Net Income minus Redeemable Net Earnings
Net Income	$	3,688,180

Non-Redeemable Net Income	$	3,688,180
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted		6,055,556
Income/Basic and Diluted Non-Redeemable Class A and B Common Stock	$	0.61


	For the Three Months Ended June 30, 2022				For the Three Months Ended June 30, 2021						For the Six Months Ended June 30, 2022				For the Six Months Ended June 30, 2021
	Class A		Class B		Class A			Class B			Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted	$	2,270,691	$	567,673	$	(4,200,851	)	$	(1,050,213	)	$	4,566,813	$	1,141,703	$	(1,210,434	)	$	(352,450	)
Denominator:
Basic and diluted weighted average shares outstanding		25,000,000		6,250,000		25,000,000			6,250,000			25,000,000		6,250,000		21,132,597			6,153,315

Basic and diluted net income (loss) per common share	$	0.09	$	0.09	$	(0.17	)	$	(0.17	)	$	0.18	$	0.18	$	(0.06	)	$	(0.06	)


Held-To-Maturity		Level		Amortized Cost		Gross Holding Gain		Fair Value
Assets:
March 31, 2021	U.S. Treasury Securities (Mature on 4/29/2021)		1	$	250,016,212	$	4,870	$	250,021,082
Liabilities:
March 31, 2021	Warrant Liability – Public Warrants		1					$	4,875,000
March 31, 2021	Warrant Liability – Private Placement Warrants		3					$	3,640,000
March 31, 2021	Warrant Liability – FPA		3					$	75,000


	Private Placement			Public			Total Warrant Liabilities
Fair value as of January 1, 2021	$	—		$	—		$	—
Initial measurement on January 28, 2021		5,717,000			7,583,750			13,300,750
Change in fair value		(2,077,600	)		(2,708,750	)		(4,786,350	)

Fair value as of March 31, 2021	$	3,640,000		$	4,875,000		$	8,515,000


	FPA Liability
Fair value as of January 1, 2021	$	—
Initial measurement on January 28, 2021		16,375
Change in valuation inputs or other assumptions		60,000

Fair value as of March 31, 2021	$	76,375

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company