UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM~~10-Q~~

10-Q/A

(Amendment No. 1)

(Mark One)

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

For the quarterly period ended ~~March 31,~~September 30, 2021

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

For the transition period from to

EXECUTIVE NETWORK PARTNERING ~~CORPORATION~~

CORPORATIO

(Exact name of registrant as specified in its charter)


Delaware	001-39521	85-1669324
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)


137 Newbury Street, 7th Floor Boston, Massachusetts		02116
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (857)

362-9205

Not Applicable

(Former name or former address, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
CAPS^TM ™ , each consisting of one share of Class A common stock and one-fourth of one redeemable warrant	ENPC.U	The New York Stock Exchange
Class A common stock, par value $0.0001 per share	ENPC	The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of ~~$28.75~~$11.50 per share	ENPC WS	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒


		Emerging growth company	☒

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 26, 2020,~~ November

, 2021

42,014,000

shares of Class A common stock, par value $0.0001,

300,000

shares of Class B common stock, par value $0.0001, were issued and outstanding, and

828,000

shares of Class F common stock, par value $0.0001, were issued and outstanding.

~~EXECUTIVE NETWORK PARTNERING CORPORATION~~

Table of Contents

EXPLANATORY NOTE

References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q

to “we,” “us,” the “Company” or “our company” are to Executive Network Partnering Corporation, unless the context otherwise indicates.

This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Executive Network Partnering Corporation for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 12, 2021 (the “Original Filing”).

On November 12, 2021,

the Company filed its Form
10-Q
for the quarterly period ending September 30, 2021 (the “Q3 2021 Form
10-Q”),
which included a section within Note 2, Revision to Previously Reported Financial Statements, that described a revision to the Company’s classification of its Class A common stock subject to redemption issued as part of the units sold in the Company’s initial public offering (“IPO”) on September 18, 2020. As described in Note 2, upon its IPO, the Company classified a portion of the Class A common stock as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. The Company revised this interpretation to include temporary equity in net tangible assets. As a result, management corrected the error by reclassifying all Class A common stock subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional
paid-in
capital (to the extent available), accumulated deficit and Class A common stock.

In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company restated its earnings per share of common stock calculation to allocate income and losses shared pro rata among the three classes of common stock. This presentation differs from the previously presented method of earnings per share of common stock, which was similar to the
two-class
method.

The Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and did not restate its financial statements. Instead, the Company revised its previously reported financial statements in Note 2 to its Q3 2021 Form
10-Q.
Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was such of magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the Class A common stock and change to its presentation of earnings per share of common stock is material quantitatively and it should restate its previously issued financial statements.

Therefore, on December 22, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of September 18, 2020 (the “Post IPO Balance Sheet”), as previously revised in the Company’s Annual Report on Form
10-K,
as amended, for the fiscal year ended December 31, 2020, filed with SEC on June 1, 2021 (the “2020 Form
10-K/A
Amendment No. 1), (ii) audited financial statements included in the Company’s 2020 Form
10-K/A
Amendment No. 1, (iii) unaudited condensed financial statements included in the Company’s Quarterly Report on Form
10-Q
for the quarterly period ended September 30, 2020, filed with the SEC on November 16, 2020, (iv) unaudited condensed financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021, reported as revised in the Q3 Form
10-Q,
and (iv) a section within footnote 2 to unaudited condensed financial statements and Item 4 included in the Q3 Form
10-Q,
(collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and calculate earnings per share of common stock pro rata among the three classes of common stock and should no longer be relied upon.

As such, the Company is restating in this Form
10-Q/A
the unaudited condensed financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021. The Post IPO Balance Sheet and audited financial statements included in the 2020 From
10-K/A
Amendment No. 1 and the unaudited condensed financial statements for the quarterly period ended September 30, 2020 will restate will be restated in Amendment No. 2 to the Form
10-K
for the period ended December 31, 2020.

The restatement did not have any impact on its cash position or cash held in the trust account established in connection with the

IPO.

After
re-evaluation,
the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective.

Table of Contents

This Amendment No. 1 on

Form 10-Q/A sets

forth the Original

Form 10-Q in

its entirety, as amended to reflect the restatement. Among other things, forward-looking statements made in the Original

Form 10-Q have

not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original

Form 10-Q, and

such forward-looking statements should be read in their historical context.

The following items have been amended as a result of the restatement:

Part I, Item 1, Financial Statements

Part I, Item 4, Controls and Procedures

Part I Item 1A Risk Factors

In accordance with applicable SEC rules, this First Amendment on

Form 10-Q/A includes

an updated signature page and certifications of our Chief Executive Officer and Chief Financial Officer in Exhibits 31.1 and 32.1 as required by

Rule 12b-15.

Refer to Note 2, Restatement of Previously Issued Financial Statements of this

Form 10-Q/A for

additional information and for the summary of the accounting impacts of these adjustments to the Company’s unaudited condensed financial statements as of and for the period ended March 31, 2021 and as of and for the period ended June 30, 2021.

Except as described above, no other information included in Original Filing is being amended or updated by this Amendment No. 1 and, other than as described herein, this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filing. We have not amended our previously filed Quarterly Reports on Form

10-Q

for the periods affected by the restatement. This Amendment No. 1 continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.

Table of Contents

EXECUTIVE NETWORK PARTNERING CORPORATION

Quarterly Report on Form

10-Q

Table of Contents


		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements		1

	Condensed Balance Sheets ~~as of March 31, 2021 (Unaudited) and December 31, 2020~~		1

	Unaudited Condensed ~~Statement~~Statements of Operations ~~for the Three Months Ended March 31, 2021~~		2

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

	Unaudited Condensed ~~Statement~~Statements of Cash Flows ~~for the Three Months Ended March 31, 2021~~		4

	Notes to Unaudited Condensed Financial Statements (Restated)		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17

~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~		20

Item 4. 3.	~~Controls~~Quantitative and ~~Procedures~~Qualitative Disclosures About Market Risk		2024
Item 4.	Controls and Procedures (Restated)		24
PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		2225

Item 1A.	Risk Factors		2225

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		2225

Item 3.	Defaults Upon Senior Securities		2225

Item 4.	Mine Safety Disclosures		2226

Item 5.	Other Information		2226

Item 6.	Exhibits		2326

SIGNATURES			24	27

Table of Contents

PART ~~I—FINANCIAL~~

I-FINANCIAL

INFORMATION

Item 1. Condensed Financial ~~Statements.~~

Statements

EXECUTIVE NETWORK PARTNERING CORPORATION

CONDENSED BALANCE SHEETS

   March 31, 2021    December 31, 2020
   (Unaudited)
Assets:

Current assets:

Cash
   $ 680,925    $ 888,097
Prepaid expenses
   367,037    440,771




Total current assets
   1,047,962    1,328,868
Investments held in Trust Account
   414,021,780    414,011,571




Total Assets
   $ 415,069,742    $ 415,340,439




Liabilities and Stockholders’ Equity:

Current liabilities:

Accounts payable
   $ 184,419    $ 80,044
Accrued expenses
   121,500    107,000
Franchise tax payable
   90,244    104,159




Total current liabilities
   396,163    291,203
Warrant liabilities
   8,932,580    10,929,780




Total Liabilities
   9,328,743    11,220,983
Commitments and Contingencies

Class A common stock; $0.0001 par value; 40,074,099 and 39,911,945 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively
   400,740,990    399,119,450
Stockholders’ Equity:

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
   —      —
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 1,939,901 and 2,102,055 shares issued and outstanding (excluding 40,074,099 and 39,911,945 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively (1)
   194    210
Class B common stock, $0.0001 par value; 1,000,000 shares authorized; 300,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020 (1)
   30    30
Class F common stock, $0.0001 par value; 50,000,000 shares authorized; 828,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020
   83    83
Additional paid-in capital
   1,069,909    2,691,433
Retained earnings
   3,929,793    2,308,250




Total stockholders’ equity
   5,000,009    5,000,006




Total Liabilities and Stockholders’ Equity
   $ 415,069,742    $ 415,340,439

~~(1)~~

On March 24, 2021, the Company effected a 2.5:1 forward stock split for each share of Class A common stock and Class B common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split.

September 30,
2021

December 31,
2020


(Unaudited)

Assets:

Current assets:

Cash
   $ 188,593 $ 888,097
Prepaid expenses
   290,354 440,771


Total current assets
   478,947 1,328,868
Investments held in Trust Account
   414,042,541 414,011,571


Total Assets

$
414,521,488

$
415,340,439



Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:

Current liabilities:

Accounts payable
   $ 237,243 $ 80,044
Accrued expenses
   12,319 107,000
Franchise tax payable
   190,518 104,159


Total current liabilities
   440,080 291,203
Convertible Note—related party
   180,000 0—
Warrant liabilities
   8,507,835 10,929,780


Total Liabilities
   9,127,915 11,220,983
Commitments and Contingencies
   0 0
Class A common stock subject to possible redemption; $0.0001 par value; 41,400,000 shares issued and outstanding at $10.00 per share redemption value as of September 30, 2021 and December 31, 2020    414,000,000 414,000,000
Stockholders’ Deficit:

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued or outstanding as of September 30, 2021
and December 31, 2020
   0   0
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 614,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020
   61 61
Class B common stock, $0.0001 par value; 1,000,000 shares authorized; 300,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020
   30 30
Class F common stock, $0.0001 par value; 50,000,000 shares authorized; 828,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020
   83 83
Additional
paid-in
capital
   0   0
Accumulated deficit
   (8,606,601 ) (9,880,718 )


Total stockholders’ deficit
   (8,606,427 ) (9,880,544 )


Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit

$
414,521,488

$
415,340,439

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

Table of Contents

EXECUTIVE NETWORK PARTNERING CORPORATION

UNAUDITED CONDENSED ~~STATEMENT~~STATEMENTS OF OPERATIONS

   For the Three Months Ended
March 31, 2021
Operating expenses

General and administrative expenses
   $ 276,551
Administrative fee—related party
   60,000
Franchise tax expense
   49,315


Total operating expenses
   (385,866 )
Change in fair value of warrant liabilities
   1,997,200
Interest income from investments held in Trust Account
   10,209


Net income
   $ 1,621,543


Weighted average shares outstanding of redeemable Class A common stock (1)
   41,400,000


Basic and diluted net income per share, redeemable Class A
   $ —


Weighted average shares outstanding of nonredeemable Class A, Class B & Class F common stock (1)
   $ 2,984,000


Basic and diluted net income per share, nonredeemable Class A, Class B & Class F
   $ 0.54

~~(1)~~

For the Period from

For the Three Months Ended

For the Nine Months Ended

June 22, 2020 (Inception)

through September 30, 2020

September 30, 2021

September 30, 2020

September 30, 2021

Operating expenses

General and administrative expenses
$ 308,210 $ 44,807 $ 849,209 $ 52,307
Administrative fee—related party
60,000 0 180,000 0
Franchise tax expense
50,411 49,863 149,589 54,296

Loss from Operations
(418,621 ) (94,670 ) (1,178,798 ) (106,603 )
Change in fair value of warrant liabilities
1,482,770 1,468,960 2,421,945 1,468,960
Offering costs associated with public and private warrants
0 (182,130 ) 0 (182,130 )
Income from investments held in Trust Account
10,437 1,134 30,970 1,134

Net income
$ 1,074,586 $ 1,193,294 $ 1,274,117 $ 1,181,361

Weighted average shares outstanding of Class A common stock, basic and diluted
42,014,000 5,936,761 42,014,000 5,407,743

Basic and diluted net income per share, Class A common stock
$ 0.02 $ 0.17 $ 0.03 $ 0.18

Weighted average shares outstanding of Class B common stock, basic and diluted
300,000 300,000 300,000 300,000

Basic and diluted net income per share, Class B common stock
$ 0.02 $ 0.17 $ 0.03 $ 0.18

Weighted average shares outstanding of Class F common stock, basic and diluted
828,000 735,261 828,000 733,901

Basic and diluted net income per share, Class F common stock
$ 0.02 $ 0.17 $ 0.03 $ 0.18

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

Table of Contents

EXECUTIVE NETWORK PARTNERING CORPORATION

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

   Common Stock    Additional    Total
   Class A Class B    Class F    Paid-In Retained    Stockholders’
   Shares (1) Amount Shares (1)    Amount    Shares    Amount    Capital Earnings    Equity
Balance—December 31, 2020
   2,102,055 $ 210 300,000    $ 30    828,000    $ 83    $ 2,691,433 $ 2,308,250    $ 5,000,006












Class A common stock subject to possible redemption
   (162,154 ) (16 ) —      —      —      —      (1,621,524 ) —      (1,621,540 )
Net income
   —   —   —      —      —      —      —   1,621,543    1,621,543












Balance—March 31, 2021 (unaudited)
   1,939,901 $ 194 300,000    $ 30    828,000    $ 83    $ 1,069,909 $ 3,929,793    $ 5,000,009

~~(1)~~

DEFICIT

For the Three and Nine Months Ended September 30, 2021

Common Stock

Total

Class A

Class B

Class F

Additional Paid-In

Accumulated

Stockholders’

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Deficit

Deficit

Balance—December 31, 2020

614,000

$
61

300,000

$
30

828,000

$
83

$
0

$
(9,880,718
)

$
(9,880,544
)
Net income
—   — —   —   —   —   —   1,621,543 1,621,543

Balance—March 31, 2021 (unaudited, as restated)

614,000

61

300,000

30

828,000

83

0

(8,259,175
)

(8,259,001
)
Net loss
—   — — — — — —   (1,422,012 ) (1,422,012 )

Balance—June 30, 2021 (unaudited, as restated)

614,000

61

300,000

30

828,000

83

0

(9,681,187
)

(9,681,013
)
Net income
—   —   —   —   —   —   —   1,074,586 1,074,586

Balance—September 30, 2021 (unaudited)

614,000

$
61

300,000

$
30

828,000

$
83

$
0

$
(8,606,601
)

$
(8,606,427
)

For the Three Months Ended September 30, 2020 and the Period from June 22, 2020 (Inception) through
September 30, 2020

Common Stock

Total

Class A

Class B

Class F

Additional
Paid-In

Accumulated

Stockholders’

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Deficit

Equity

(Deficit)

Balance—June 22, 2020 (inception)

0

$
0

0

$
0

0

$
0

$
0

$
0

$
0

Issuance of Class B common stock to Sponsor
—   —   300,000 30 —   —   18,720 —   18,750
Issuance of Class F common stock to Sponsor
—   —   —   —   828,000 83 6,167 —   6,250
Net loss
—   —   —   —   —   —   —   (11,933 ) (11,933 )

Balance—June 30, 2020 (unaudited)

0

0

300,000

30

828,000

83

24,887

(11,933
)

13,067

Excess cash received over the fair value of the private warrants
614,000 61 —   —   —   —   5,932,709 —   5,932,770
Accretion on Class A common stock subject to possible redemption amount
—   —   —   —   —   —   (5,957,596 ) (12,188,968 ) (18,146,564 )
Net income
—   —   —   —   —   —   —   1,193,294 1,193,294

Balance—September 30, 2020 (unaudited)

614,000

$
61

300,000

$
30

828,000

$
83

$
0

$
(11,007,607
)

$
(11,007,433
)

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

Table of Contents

EXECUTIVE NETWORK PARTNERING CORPORATION

UNAUDITED CONDENSED ~~STATEMENT~~STATEMENTS OF CASH FLOWS


	~~For the Three Months Ended~~
	~~March 31, 2021~~
~~Cash Flows from Operating Activities:~~
~~Net income~~	$	~~1,621,543~~
~~Adjustments to reconcile net income to net cash used in operating activities:~~
~~Change in fair value of warrant liabilities~~		~~(1,997,200~~	)
~~Interest income from investments held in Trust Account~~		~~(10,209~~	)
~~Changes in assets and liabilities:~~
~~Prepaid expenses~~		~~73,734~~
~~Accounts payable~~		~~104,375~~
~~Accrued expenses~~		~~14,500~~
~~Franchise tax payable~~		~~(13,915~~	)

~~Net cash used in operating activities~~		~~(207,172~~	)

~~Net change in cash~~		~~(207,172~~	)
~~Cash—beginning of the period~~		~~888,097~~

~~Cash—end of the period~~	$	~~680,925~~

~~Supplemental disclosure of noncash activities:~~
~~Change in initial value of Class A common stock subject to possible redemption~~	$	~~1,621,540~~

For the Period from


For the Nine Months Ended

June 22, 2020 (Inception)


September 30, 2021

through September 30, 2020

Cash Flows from Operating Activities:

Net income
   $ 1,274,117 $ 1,181,361
Adjustments to reconcile net income to net cash used in operating activities:

Change in fair value of warrant liabilities
   (2,421,945 ) (1,468,960 )
General and administrative expenses paid by related party under note payable
   —   29,287
Offering costs associated with derivative warrant liabilities
   —   182,130
Interest income from investments held in Trust Account
   (30,970 ) (1,134 )
Changes in assets and liabilities:

Prepaid expenses
   150,417 (16,392 )
Accounts payable
   157,199 24,130
Accrued expenses
   (94,681 ) 9,536
Franchise tax payable
   86,359 54,297


Net cash used in operating activities
   (879,504 ) (5,745 )


Cash Flows from Investing Activities

Cash deposited in Trust Account
   —   (414,000,000 )


Net cash used in investing activities
   —   (414,000,000 )


Cash Flows from Financing Activities:

Proceeds received from initial public offering, gross
   —   414,000,000
Proceeds received from private placement
   —   6,140,000
Proceeds from Convertible Note—related party
   180,000 —
Repayment of note payable to related party
   —   (171,450 )
Offering costs paid
   —   (4,516,431 )


Net cash provided by financing activities
   180,000 415,452,119


Net change in cash
   (699,504 ) 1,446,374
Cash—beginning of the period
   888,097 0


Cash—end of the period

$
188,593

$
1,446,374



Supplemental disclosure of noncash activities:

Offering costs paid in exchange for issuance of Class B common stock to Sponsor
   $ —   $ 18,750
Offering costs paid in exchange for issuance of Class F common stock to Sponsor
   $ —   $ 6,250
Offering costs included in accrued expenses
   $ —   $ 85,000
Offering costs included in accounts payable
   $ —   $ 1,600
Offering costs paid through note payable
   $ —   $ 142,163

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

Table of Contents

EXECUTIVE NETWORK PARTNERING CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note ~~1—Description~~

1-Description

of Organization and Business Operations

Organization and General

Executive Network Partnering Corporation (the “Company”) is a blank check company incorporated in Delaware on June 22, 2020. The Company was formed for the purpose of identifying a company to partner with, in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses (“Partnering Transaction”). The Company may pursue a Partnering Transaction in any business or industry but expect to focus on a business where the Company believes its strong network, operational background, and aligned economic structure will provide the Company with a competitive advantage. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. The Company’s sponsor is ENPC Holdings, LLC, a Delaware limited liability company (the “Sponsor”).

As of ~~March 31,~~September 30, 2021, the Company had not commenced any operations. All activity for the period from June 22, 2020 (inception) through ~~March 31,~~September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”) and since the closing of the Initial Public Offering, the search for a prospective initial ~~Business Combination.~~Partnering Transaction. The Company will not generate any operating revenues until after the completion of its initial ~~Business Combination,~~Partnering Transaction, at the earliest. The Company will generate

non-operating

income in the form of interest income on ~~cash and cash equivalents~~investments held in trust account from the proceeds derived from the Initial Public Offering. ~~The Company has selected December 31 as its fiscal year end.~~

On March 24, 2021, the Company effected a 2.5:1 forward stock split for each share of Class A common stock and Class B common stock issued and outstanding. All shares of Class A and Class B common stock and associated share amounts presented in these financial statements have been retroactively restated to reflect the stock split.

Financing

The registration statement for the Company’s Initial Public Offering was declared effective on September 15, 2020. On September 18, 2020, the Company consummated its Initial Public Offering of 41,400,000 of its securities called CAPS^{™ (“
(“CAPS^{™
”) (with respect to the Class A common stock included in the CAPS^{™
being offered, the “Public Shares”), which included 5,400,000 CAPS^{™
issued as a result of the underwriters’ exercise in full of their over-allotment option, at $10.00 per CAPS^{™
, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $4.8 million.}}}}}

Concurrently with the closing of the Initial Public Offering, the Company completed the private sale of 614,000 private placement CAPS^{™ (“
(“Private Placement CAPS^{™
”), at a price of $10.00 per Private Placement CAPS^{™
to the Sponsor, generating gross proceeds to the Company of approximately $6.1 million (Note 4). The CAPS^{™
have been retroactively restated to reflect the March 24, 2021, 2.5:1 forward stock split for each share of Class A common stock and warrant.}}}}

Trust Account

Upon the closing of the Initial Public Offering and the sale of Private Placement CAPS^{™
, $414.0 million ($10.00 per CAPS)CAPS™
) of the net proceeds of the sale of the CAPS^{™
in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and held as cash or invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”), with a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule2a-7
under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Partnering Transaction and (ii) the distribution of the Trust Account as described below.}}

Table of Contents

EXECUTIVE NETWORK PARTNERING CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company must complete a Partnering Transaction with one or more partner candidate businesses having an aggregate fair market value of at least 80% of the net assets held in the Trust Account ~~(as defined below)~~ (excluding the taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Partnering Transaction. However, the Company will only complete a Partnering Transaction if the post- transaction company owns or acquires 50% or more of the voting securities of the partner candidate or otherwise acquires a controlling interest in the partner candidate sufficient for it not to be required to register as an investment company under the Investment Company ~~Act of 1940, as amended (the “Investment Company Act”).~~

~~EXECUTIVE NETWORK PARTNERING CORPORATION~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

Act. The Company’s certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in Trust Account will be released until the earlier of: (i) the completion of the Partnering Transaction; (ii) the redemption of any of the common stock included in the CAPS

™

being sold in the Initial Public Offering ~~(the “Public Shares”)~~ to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder vote to amend certain provisions of the Company’s certificate of incorporation prior to a Partnering Transaction or (iii) the redemption of 100% of the Public Shares if the Company does not complete a Partnering Transaction within the Partnering Period (defined below).

The Company, after signing a definitive agreement for a Partnering Transaction, will either (i) seek stockholder approval of the Partnering Transaction at a meeting called for such purpose in connection with which Public Stockholders may seek to redeem their Public shares, regardless of whether they vote for or against the Partnering Transaction or do not vote at all, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Partnering Transaction, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, or (ii) provide the Public Stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes. As a result, such common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially anticipated to be $10.00 per Public Share. The decision as to whether the Company will seek stockholder approval of the Partnering Transaction or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Partnering Transaction only if a majority of the voting power of the outstanding shares of common stock voted are voted in favor of the Partnering Transaction. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 immediately prior to or upon consummation of the Company’s initial Partnering Transaction. In such case, the Company would not proceed with the redemption of its Public Shares and the related Partnering Transaction, and instead may search for an alternate Partnering Transaction.

The Company will only have 24 months from the closing of the Initial Public Offering, or September 18, 2022 (or 27 months, or December 18, 2022, if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Partnering Transaction within 24 months) to complete its initial Partnering Transaction (the “Partnering Period”). If the Company does not complete a Partnering Transaction within this period of time (and stockholders do not approve an amendment to the certificate of incorporation to extend this date), it 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 their pro rata share of 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 taxes (less up to $100,000 of such net interest to pay dissolution expenses), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

The holders of the ~~founder shares~~Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”) have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any ~~founder shares~~Founder Shares (as defined in Note 4) and Public Shares they hold in connection with the completion of the Partnering Transaction, (ii) waive their redemption rights with respect to any ~~founder shares~~Founder Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated a Partnering Transaction within the Partnering Period or with respect to any other material provisions relating to stockholders’ rights or

pre-Partnering

Transaction activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any ~~founder shares~~Founder Shares they hold if the Company fails to complete the Partnering Transaction within 24 the Partnering Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the Partnering Transaction within the Partnering Period).

Table of Contents

EXECUTIVE NETWORK PARTNERING CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Pursuant to the letter agreement, the Sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or other similar agreement or Partnering Transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share 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 the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply tot

any claims under the Company’s indemnity of the underwriter of our initial public offering against certain liabilities, including liabilities under the Securities ~~Act.~~

~~Liquidity and Capital Resources~~

Act of 1933, as amended (the “Securities Act”).

Going Concern Considerations

As of ~~March 31,~~September 30, 2021, the Company

had approximately ~~$681,000~~ $

189,000

in its operating bank account, working capital deficit of approximately ~~$652,000 and cash equivalents held in the Trust Account of approximately $414.0 million.~~

39,000

. Interest income on the balance in the Trust Account may be used to pay the Company’s ~~franchise and income tax obligations. Through March 31, 2021, the Company has withdrawn approximately $63,000 interest earned on the Trust Account to pay~~ franchise and income tax obligations. Management intends to use substantially all of the funds held in the Trust Account to complete the initial ~~Business Combination~~Partnering Transaction and to pay the Company’s expenses relating thereto. To the extent that the Company’s capital stock or debt is used, in whole or in part, as consideration to complete the initial ~~Business Combination,~~Partnering Transaction, 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.

The Company’s liquidity needs up to the closing of the Initial Public Offering and the sale of Private Placement CAPS^{™
had been satisfied through a capital contribution of $25,000 from the Sponsor to purchase Class F and Class B common stock, the loan under the Note (as defined in Note 4) of approximately $171,000 (see Note 3) to the Company to cover for offering costs in connection with the Initial Public Offering, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on September 22, 2020. In addition, in order to finance transaction costs in connection with a Business Combination,Partnering Transaction, the Company’s officers, directors and initial stockholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). To date,As of September 30, 2021 and December 31, 2020, there were no amounts$180,000 and $0 outstanding under anythe Working Capital Loans.
Based onLoans, respectively.}

In connection with the ~~foregoing,~~Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update

(“ASU”) 2014-15,

“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management ~~believes~~has determined that the ~~Company will have sufficient working capital~~mandatory liquidation and ~~borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of~~subsequent dissolution raises substantial doubt about the Company’s ~~officers and directors~~ability to ~~meet its needs through~~continue as a going concern. No adjustments have been made to the ~~earlier~~carrying amounts of ~~the consummation of a Business Combination~~assets or ~~one year from this filing. Over this time period,~~liabilities should the Company ~~will~~ be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selectingrequired to liquidate after September 18, 2022. The financial statements do not include any adjustment that might be necessary if the ~~target business~~Company is unable to ~~merge with or acquire, and structuring, negotiating and consummating the Business Combination.~~

continue as a going concern.

Note ~~2—Basic~~

2-Basis

of Presentation and Summary of Significant Accounting Policies

(Restated)

Basis of Presentation

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

10-Q

and Article 8 of Regulation~~S-X.~~

S-X

and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended ~~March 31,~~September 30, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021 or for any future interim periods.

Table of Contents

EXECUTIVE NETWORK PARTNERING CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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

10-K,

as amended, as of December 31, 2020 and for the period from June 22, 2020 (inception) through December 31, 2020 as filed with the SEC on ~~May ,~~June 1, 2021, which contains the audited financial statements and notes thereto.

Restatement to Previously Reported Financial Statements

Subsequent to the filing of the 10-Q for the quarterly period ending September 30, 2021, the Company concluded

it should
restate
its financial statements to classify all Class A common stock issued in connection with the Initial Public Offering subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480
10-S99,
redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets.

The Company revised this interpretation to include temporary equity in net intangible assets. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company restated its earnings per share calculation to allocate income and losses shared pro rata among the three classes of common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, three classes of common stock participate pro rata in the income and losses of the Company.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to the Affected Quarterly Periods in this quarterly report. The previously presented Affected Quarterly Periods should no longer be relied upon. The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below.

Impact of Restatements

The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. There is no impact to the reported amounts for total assets, total liabilities, cash flows, and net income (loss).

The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021, statement of operations and statement of cash flows for the three months ended March 31, 2021:

As of March 31, 2021


As Previously Reported

Adjustment

As Restated

Unaudited Condensed Balance Sheet

Total assets
   $ 415,069,742 $ 0   $ 415,069,742
Total liabilities
   $ 9,328,743 $ 0   $ 9,328,743
Class A common stock subject to possible redemption
   400,740,990 13,259,010 414,000,000
Stockholders’ equity (deficit)

Preferred stock
   0   0   0
Class A common stock
   194 (133 ) 61
Class B common stock
   30 0   30
Class F common stock
   83 0   83
Additional
paid-in-capital
   1,069,909 (1,069,909 ) 0
Retained earnings (accumulated deficit)
   3,929,793 (12,188,968 ) (8,259,175 )


Total stockholders’ equity (deficit)
   5,000,009 (13,259,010 ) (8,259,001 )


Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit)

$
415,069,742

$
0

$
415,069,742


For the Three Months Ended March 31, 2021


As Previously Reported

Adjustment

As Restated

Unaudited Condensed Statement of Operations

Net income
   $ 1,621,543 $ 0   $ 1,621,543
Weighted average shares outstanding of redeemable Class A common stock, basic and diluted
   41,400,000 (41,400,000 ) 0
Basic and diluted net income per share of redeemable Class A common stock
   $ 0   $ 0   $ 0
Weighted average shares outstanding of nonredeemable Class A, Class B and Class F common stock, basic and diluted
   2,984,000 (2,984,000 ) 0
Basic and diluted net income per share of nonredeemable Class A, Class B and Class F common stock
   $ 0.54 $ (0.54 ) $ 0
Weighted average shares outstanding of Class A common stock, basic and diluted
   0   42,014,000 42,014,000
Basic and diluted net income per share of Class A common stock
   $ 0   $ 0.04 $ 0.04
Weighted average shares outstanding of Class B common stock, basic and diluted
   0   300,000 300,000
Basic and diluted net income per share of Class B common stock
   $ 0   $ 0.04 $ 0.04
Weighted average shares outstanding of Class F common stock, basic and diluted
   0   828,000 828,000
Basic and diluted net income per share of Class F common stock
   $ 0   $ 0.04 $ 0.04


For the Three Months Ended March 31, 2021


As Previously Reported

Adjustment

As Restated

Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities:

Change in fair value of Class A common stock subject to possible redemption
   $ 1,621,540 $ (1,621,540 ) $ 0

The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of June 30, 2021, statement of operations for the three and six months ended June 30, 2021 and statement of cash flows for the six months ended June 30, 2021:


As of June 30, 2021


As Previously Reported

Adjustment

As Restated

Unaudited Condensed Balance Sheet

Total assets
   $ 414,728,873 0   $ 414,728,873


Total liabilities
   $ 10,409,886 0   $ 10,409,886
Class A common stock subject to possible redemption
   399,318,980 14,681,020 414,000,000
Stockholders’ equity (deficit)

Preferred stock
   0   0   0
Class A common stock
   208 (147 ) 61
Class B common stock
   30 0   30
Class F common stock
   83 0   83
Additional
paid-in-capital
   2,491,905 (2,491,905 ) 0
Accumulated deficit
   2,507,781 (12,188,968 ) (9,681,187 )


Total stockholders’ equity (deficit)
   5,000,007 (14,681,020 ) (9,681,013 )


Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit)

$
414,728,873

$
0

$
414,728,873




For the Three Months Ended June 30, 2021


As Previously Reported

Adjustment

As Restated

Unaudited Condensed Statement of Operations

Net loss
   $ (1,422,012 ) $ 0   $ (1,422,012 )


Weighted average shares outstanding of redeemable Class A common stock, basic and diluted
   41,400,000 (41,400,000 ) 0
Basic and diluted net income per share of redeemable Class A common stock
   $ 0   $ 0   $ 0
Weighted average shares outstanding of nonredeemable Class A, Class B and Class F common stock, basic and diluted
   2,984,000 (2,984,000 ) 0
Basic and diluted net loss per share of nonredeemable Class A, Class B and Class F common stock
   $ (0.48 ) $ 0.48 $ 0
Weighted average shares outstanding of Class A common stock, basic and diluted
   0   42,014,000 42,014,000
Basic and diluted net loss per share of Class A common stock
   $ 0   $ (0.03 ) $ (0.03 )
Weighted average shares outstanding of Class B common stock, basic and diluted
   0   300,000 300,000
Basic and diluted net loss per share of Class B common stock
   $ 0   $ (0.03 ) $ (0.03 )
Weighted average shares outstanding of Class F common stock, basic and diluted
   0   828,000 828,000
Basic and diluted net loss per share of Class F common stock
   $ 0   $ (0.03 ) $ (0.03 )


For the Six Months Ended June 30, 2021


As Previously Reported

Adjustment

As Restated

Unaudited Condensed Statement of Operations

Net income
   $ 199,531 $ 0   $ 199,531


Weighted average shares outstanding of redeemable Class A common stock, basic and diluted
   41,400,000 (41,400,000 ) 0
Basic and diluted net income per share of redeemable Class A common stock
   $ 0   $ 0   $ 0
Weighted average shares outstanding of nonredeemable Class A, Class B and Class F common stock, basic and diluted
   2,984,000 (2,984,000 ) 0
Basic and diluted net income per share of nonredeemable Class A, Class B and Class F common stock
   $ 0.06 $ (0.06 ) $ 0
Weighted average shares outstanding of Class A common stock, basic and diluted
   0   42,014,000 42,014,000
Basic and diluted net income per share of Class A common stock
   $ 0   $ 0.00 $ 0.00
Weighted average shares outstanding of Class B common stock, basic and diluted
   0   300,000 300,000
Basic and diluted net income per share of Class B common stock
   $ 0   $ 0.00 $ 0.00
Weighted average shares outstanding of Class F common stock, basic and diluted
   0   828,000 828,000
Basic and diluted net income per share of Class F common stock
   $ 0   $ 0.00 $ 0.00


For the Six Months Ended June 30, 2021


As Previously Reported

Adjustment

As Restated

Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities:

Change in fair value of Class A common stock subject to possible redemption
   $ 199,530 $ (199,530 ) $ 0

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 ~~auditor~~independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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

EXECUTIVE NETWORK PARTNERING CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 an emerging growth 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 an 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 unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 unaudited condensed financial statements in conformity with U.S. 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. 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 unaudited condensed 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 financial statements is the determination of the fair value of the warrant liability. 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 had no0 cash equivalents as of ~~March 31,~~September 30, 2021 and December 31, 2020.

Investments Held in Trust Account

~~Upon the closing~~

The Company’s portfolio of ~~the Initial Public Offering and the sale of Private Placement CAPS~~^™~~, approximately $414.0 million, was placed~~investments held in the Trust Account ~~and invested~~is comprised of 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 investments in money market funds that invest in U.S. government ~~securities. All of~~securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance ~~sheet~~sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying unaudited condensed statement

of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit.

information.

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 Insurance Coverage of $250,000, and cash equivalents held in Trust Account. At ~~March 31,~~September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets.

Table of Contents

EXECUTIVE NETWORK PARTNERING CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Fair Value Measurement

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers ~~include:~~

consist of:

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~EXECUTIVE NETWORK PARTNERING CORPORATION~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of March 31, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised entirely of investments in money market funds that invest in U.S. government securities. The fair value for trading securities is determined using quoted market prices in active markets.

Offering Costs Associated with the Initial Public Offering

~~The Company complies with the requirements of the FASB ASC Topic~~ ~~340-10-S99-1~~ ~~and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.”~~

Offering costs ~~consist~~consisted of legal, accounting, underwriting fees and other costs incurred ~~in connection with~~through the ~~formation and preparation for~~Initial Public Offering that were directly related to the Initial Public Offering. ~~These~~Offering costs ~~together~~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 associated with derivative warrant liabilities were expensed as incurred and presented as

non-operating

expenses in the statements of operations. Offering costs associated with the ~~underwriting discount,~~Class A common stock issued were charged against the carrying value of Class A common stock subject to ~~additional~~ ~~paid-in~~ ~~capital~~possible redemption upon the completion of the Initial Public Offering. ~~Offering costs associated with warrant~~ The Company classifies deferred underwriting commissions as

non-current

liabilities ~~are expensed~~ as ~~incurred, presented as~~ ~~non-operating~~ ~~expenses in~~their liquidation is not reasonably expected to require the ~~statement~~use of ~~operations. Offering costs associated with~~current assets or require the ~~shares~~creation of ~~Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering.~~

current liabilities.

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.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. As part of the Private Placement CAPS

™

, the Company issued 614,000 shares of Class A common stock to the Sponsor (“Private Placement Shares”). These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of our initial Partnering Transaction, as such are considered

non-redeemable

and presented as permanent equity in the Company’s condensed balance sheet. 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 the occurrence of uncertain future events. Accordingly, ~~at March 31,~~as of September 30, 2021 and December 31, 2020, ~~40,074,099 and 39,911,945~~41,400,000 shares of Class A common stock subject to possible redemption is presented as temporary equity, respectively, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheets.

Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional
paid-in
capital (to the extent available) and accumulated deficit.

Table of Contents

EXECUTIVE NETWORK PARTNERING CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. ~~Management~~The Company evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC

815-15.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period.

The Company issued 10,350,000 warrants to purchase Class A common stock to investors in the Company’s Initial Public Offering, including the over-allotment, and simultaneously issued ~~153,5000~~153,500 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC

815-40.

Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at the end of each reporting period. The liabilities are subject to

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in our ~~statement~~statements of operations. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a ~~Monte Carlo~~Monte-Carlo simulation model and subsequently been measured based on the listed market price of such ~~warrants.~~warrants at each measurement date when separately listed and traded. The fair value of the warrants issued in connection with the Private Placement have been estimated using a Black-Scholes Option Pricing model at each measurement date.

The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as

non-current

liabilities, as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts 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 of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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 to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

~~EXECUTIVE NETWORK PARTNERING CORPORATION~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

Net Income per Share of Common Stock

~~Net income per~~

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has three classes of shares, of common stock is computed by dividing net income by the weighted-average number of common stock outstanding during the period. The Company’s statement of operations include a presentation of income per share for common stock subjectwhich are referred to ~~redemption in a manner similar to the~~ ~~two-class~~ ~~method of loss per share.~~

Net income per share of common stock, basic and diluted for redeemable Class A common stock is calculated by dividing the interest earned on investments held in the Trust Account of approximately $10,000 for the three months ended March 31, 2021 less franchise taxes of approximately $10,000, by the weighted average number of redeemable Class A common stock outstanding. Net income per share, basic and diluted for the aggregate of nonredeemableas Class A common stock, Class B common stock and Class F common stock. Income and losses are shared pro rata between the three classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income ~~of approximately $1.6 million for the three months ended March 31, 2021, less income and franchise tax expense attributable to redeemable Class A common stock,~~(loss) by the weighted average number of ~~aggregate nonredeemable Class A common stock, Class B common stock and Class F~~ common stock outstanding for the respective period.

The ~~Company has~~calculation of diluted net income per share of common stock does not ~~considered~~consider the effect of the warrants underlying the Units sold in the Initial Public Offering and ~~private placement~~the Private Placement Warrants to purchase 10,503,500 shares of Class A common stock in the calculation of diluted income per share, ~~since~~because their inclusion would be anti-dilutive under the ~~exercise~~treasury stock method. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the three and nine months ended September 30, 2021, and for the three months ended September 30, 2020 and the period from June 22, 2020 (inception) through September 30, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

Table of Contents

EXECUTIVE NETWORK PARTNERING CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The table below presents a reconciliation of the ~~warrants are contingent upon the occurrence~~numerator and denominator used to compute basic and diluted net loss per share of ~~future events and the inclusion~~common stock for each class of ~~such warrants would be anti-dilutive.~~

common stock:

For the Three Months Ended

For the Nine Months Ended


September 30, 2021

September 30, 2021


Class A

Class B

Class F

Class A

Class B

Class F

Numerator:

Allocation of net income
   $ 1,017,206    $ 7,263    $ 50,117    $ 1,206,082    $ 8,612    $ 59,423
Denominator:

Weighted average common stock outstanding, basic and diluted
   42,014,000    300,000    828,000    42,014,000    300,000    828,000












Basic and diluted net income per share of common stock
   $ 0.02    $ 0.02    $ 0.02    $ 0.03    $ 0.03    $ 0.03














For the Three Months Ended

For the Period from June 22, 2020 (Inception)


September 30, 2020

through September 30, 2020


Class A

Class B

Class F

Class A

Class B

Class F

Numerator:

Allocation of net income
   $ 877,322    $ 44,334    $ 271,638    $ 847,000    $ 46,989    $ 287,372
Denominator:

Weighted average common stock outstanding, basic and diluted
   5,936,761    300,000    735,261    5,407,743    300,000    733,901












Basic and diluted net income per share of common stock
   $ 0.17    $ 0.17    $ 0.17    $ 0.18    $ 0.18    $ 0.18

Recent ~~Adopted~~ Accounting ~~Standards~~

Pronouncements

In August 2020, the FASB issued ~~Accounting Standard Update (“ASU”)~~ ASU

No. 2020-06, ~~Debt—Debt~~

Debt-Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and ~~Hedging— Contracts~~Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“

(“ASU

2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU

2020-06

on January 1, ~~2021.~~2021 using the modified retrospective method for transition. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

~~Recent Issued Accounting Standards~~

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.

Note ~~3—Initial~~

3-Initial

Public Offering

Public CAPS

™

On September 18, 2020, the Company consummated its Initial Public Offering of 41,400,000 CAPS^{™
, which included 5,400,000 CAPS^{™
issued as a result of the underwriters’ exercise in full of their over-allotment option, at $10.00 per CAPS^{™
, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $4.8 million.}}}

Each CAPS^{™
consists of one share of Class A common stock andone-quarter
of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant may be exercised to purchase one share of Class A common stock for $11.50 per share, subject to adjustment (see Note 7)8).}

Underwriting Agreement

The Company granted the underwriters a

45-day

option to purchase up to 5,400,000 additional CAPS^{™
to cover any over-allotment, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters exercised the over-allotment option in full on September 18, 2020.}

Table of Contents

EXECUTIVE NETWORK PARTNERING CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The underwriters were entitled to an underwriting discount of $0.01 per CAPS^{™
, or approximately $4.1 million in the aggregate, paid upon the closing of the Initial Public Offering.}

~~EXECUTIVE NETWORK PARTNERING CORPORATION~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

Note ~~4—Related~~

4-Related

Party Transactions

Founder Shares and Performance Shares

On June 22, 2020, the Sponsor paid for certain offering costs on behalf of the Company in exchange for (i) 737,789 Class F common stock (the “Founder Shares”) in exchange for a capital contribution of ~~$ 6,250,~~$6,250, or approximately $0.008 per share and (ii) 1,200 shares of Class B common stock (the “Performance Shares”) for a capital contribution of $18,750, or $15.625 per share. On July 17, 2020 and March 24, 2021, the Company effected a 100:1 and a 2.5:1 forward stock split for each share of Class B common stock, respectively, resulting in an aggregate of 300,000 Performance Shares outstanding. On July 29, 2020, the Company effected a reverse stock split for Class F common stock, resulting in an aggregate of 690,000 shares of Class F common ~~stock.~~stock outstanding. On September 17, 2020, the Company effected a 1 for 1.2 forward stock split that increased the outstanding Class F common stock from 690,000 shares to 828,000 shares. All shares and associated amounts have been retroactively restated to reflect the stock splits. Of the 828,000 Founder Shares outstanding, up to 108,000 of the Founder Shares would be forfeited depending on the extent to which the underwriter’s ~~over- allotment~~over-allotment is exercised, so that such Founder Shares would represent 5% of the outstanding shares issued in the Initial Public Offering. The underwriters fully exercised their over-allotment option on September 18, 2020; thus, these 108,000 Founder Shares were no longer subject to forfeiture. The Founder Shares are entitled to (together with the Performance Shares) a number of votes representing 20% of the Company’s outstanding common stock (not including the private placement shares) prior to the completion of the Partnering Transaction.

The Initial Stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) 180 days after the completion of the Partnering Transaction and (ii) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Partnering Transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees.

Private Placement CAPS

™

Substantially concurrently with the closing of the Initial Public Offering, the Company completed the private sale of 614,000 Private Placement CAPS^{™
, at a price of $10.00 per Private Placement CAPS^{™
to the Sponsor, generating gross proceeds to the Company of approximately $6.1 million.}}

Each Private Placement CAPS^{™
consists of one share of Class A common stock andone-quarter
of one redeemable warrant (each, a “Private Placement Warrant”). Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the proceeds from the sale of the Private Placement CAPS^{™
was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Partnering Transaction, then the proceeds will be part of the liquidating distribution to the Public Stockholders and the warrants will expire worthless.}}

Related Party Loans

On June 22, 2020, the Sponsor agreed to loan the Company up to an aggregate of $300,000 pursuant to an unsecured promissory note (the “Note”) to cover expenses related to this Initial Public Offering. This loan was payable without interest upon the completion of the Initial Public Offering. The Company borrowed approximately $171,000 under the Note. The Company fully repaid the Note on September 22, 2020.

In order to finance transaction costs in connection with ~~an intended initial~~a Partnering Transaction, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required ~~(the~~(each a “Working Capital ~~Loans”~~Loan”). Up to ~~$1.5~~

$1.5

million of such ~~loans~~Working Capital Loans may be convertible into ~~private placement~~Private Placement CAPS^{™
(“Working Capital CAPS™
”) at a price of $10.00}

$10.00

per ~~private placement~~Working Capital CAPS^{™
at the option of the lender. The private placementWorking Capital CAPS^{™
would be identical to the Private Placement CAPS^{™
issued to the Sponsor. Except for the forgoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.}}}

Table of Contents

EXECUTIVE NETWORK PARTNERING CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

On September 23, 2021, the Company issued a Working Capital Loan to ENPC Holdings, LLC (“Sponsor”), pursuant to which the Company borrowed

$180,000

for ongoing expenses reasonably related to the business of the Company and the consummation of the Partnering Transaction. The Working Capital Loan does not bear any interest. All unpaid principal under the Working Capital Loan will be due and payable in full on the earlier of (i) January 11, 2023 and (ii) the effective date of the Partnering Transaction (such earlier date, the “Maturity Date”). The Sponsor will have the option, at the time of consummation of a Partnering Transaction, to convert any amounts outstanding under the Working Capital Loan into Working Capital CAPS

™

. As of ~~March 31,~~September 30, 2021, ~~and~~the Company had

$180,000

outstanding under the Working Capital Loan. There

was

0 outstanding balance as of December 31, ~~2020, the Company had no outstanding Working Capital Loans.~~

2020.

Administrative Services Agreement

Commencing on the date that the Company’s securities are first listed on the New York Stock Exchange through the earlier of consummation of the Partnering Transaction and the Company’s liquidation, the Company will pay an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team $20,000 per month. The Company incurred and paid $60,000 and $180,000 in expenses in connection with such services during the three and nine months ended ~~March 31,~~September 30, 2021, as reflected in the accompanying unaudited condensed ~~statement~~statements of ~~operations.~~

operations, respectively.

In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any

out-of-pocket

expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Partnering Transactions. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or their affiliates.

~~EXECUTIVE NETWORK PARTNERING CORPORATION~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

Note ~~5—Commitments~~

5-Commitments

and Contingencies

Registration Rights

The holders of the Founder Shares, Performance Shares, private placement warrants and private placement shares underlying the Private Placement CAPS^{™
and the Private Placement CAPS^{™
that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock into which such securities may convert and that may be issued upon exercise of private placement warrants) are entitled to registration rights pursuant to a registration rights agreement, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Partnering Transaction. The Company will bear the expenses incurred in connection with the filing of any such registration statements.}}

Partnering Transaction Advisory Engagement Letter

In September 2020, the Company engaged Evercore Group L.L.C. as a capital markets advisor in connection with the Partnering Transaction, to assist the Company with the potential Partnering Transaction. The Company agreed to pay Evercore Group L.L.C. for such services upon the consummation of the Partnering Transaction a cash fee in an amount equal to 2.25% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable), which equates to $8.1 million or approximately $9.3 million if the underwriter’s over-allotment option is exercised in full. Pursuant to the terms of the capital markets advisory agreement, no0 fee will be due if the Company does not complete a Partnering Transaction.

Table of Contents

EXECUTIVE NETWORK PARTNERING CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 6 ~~– Derivate Warrant Liabilities~~

-Warrants

No fractional warrants will be issued upon separation of the CAPS^{™
and only whole warrants will trade. Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the Initial Public Offering and 30 days after the completion of a Partnering Transaction, provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the Partnering Transaction, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its best 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 sixtieth (60th) business day after the closing of the Partnering Transaction, 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 shares of 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 elect, it 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 best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.}

The warrants will expire five years after the completion of the Partnering Transaction, or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the Partnering Transaction 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 board of directors and, in the case of any such issuance to the Initial Stockholders or its affiliates, without taking into account any shares held by the Initial Stockholders 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 the Partnering Transaction on the date of the consummation of the Partnering Transaction (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its Partnering Transaction (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 110% of the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private ~~Placement~~Placemen

Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Partnering Transaction, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be

non-redeemable

so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

~~EXECUTIVE NETWORK PARTNERING CORPORATION~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

The Company may also redeem the Public Warrants, in whole and not in part, at a price of $0.01 per warrant:

at any time while the warrants are exercisable,

upon a minimum of 30 days’ prior written notice of redemption,

if, and only if, the last sales price of shares of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period (the

“30-day

trading period”) ending three business days before the Company sends the notice of redemption, and

if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants commencing five business days prior to the

30-day

trading period and continuing each day thereafter until the date of redemption.

Table of Contents

EXECUTIVE NETWORK PARTNERING CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

If the Company calls the Public Warrants for redemption, 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.

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Partnering Transaction within the Partnering 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.

As of ~~March 31,~~September 30, 2021 and December 31, 2020, there were 10,503,500 warrants outstanding.

Note ~~7—Stockholders’ Equity~~

7 – Class A Common Stock— Subject to Possible Redemption

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. 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 the Company’s Class A common stock are entitled to one vote for each share. As of ~~March 31,~~September 30, 2021, there were 42,014,000 Class A common stock outstanding, of which, 41,400,000 were subject to possible redemption and are classified outside of permanent equity in the condensed balance sheets.

The Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table:


Gross proceeds from Initial Public Offering	$	414,000,000
Less:
Fair value of Public Warrants at issuance		(13,558,500	)
Offering costs allocated to Class A common stock subject t o possible redemption		(4,588,064	)
Plus:
Accretion on Class A common stock subject to possible redemption value		18,146,564

Class A common stock subject to possible redemption	$	414,000,000

Note

8-Stockholders’

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. At September 30, 2021 and December 31, 2020, there were ~~42,014,000~~ 0 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. As of September 30, 2021 and December 31, 2020, there were

42,014,000

shares of Class A common stock issued and outstanding, ~~including 40,074,099 and 39,911,945~~ of which

41,400,000

shares of Class A common stock subject to possible ~~conversion respectively, that were~~redemption have been classified as temporary equity in the accompanying unaudited condensed balance sheets.

Class F

B Common Stock~~— The~~

-The Company is authorized to issue 50,000,000 shares of Class F common stock with a par value of $0.0001 per share. On July 29, 2020, the Company effected a reverse stock split for Class F common stock, resulting in an aggregate of 690,000 shares of Class F common stock. On September 17, 2020, the Company effected a 1 for 1.2 forward stock split that increased the outstanding Class F common stock from 690,000 shares to 828,000 shares. All shares and associated amounts have been retroactively restated to reflect the reverse stock split on July 29, 2020 and the 1 for 1.2 forward stock split on September 17, 2020. As of March 31, 2021 and December 31, 2020, there were 828,000 shares of Class F common stock issued and outstanding.

~~The Founder Shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of a Partnering Transaction on a~~ ~~one-for-one~~ basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Partnering Transaction, 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, 5% of the total number of shares of Class A common stock outstanding after such conversion (including the private placement shares) 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 rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Partnering Transaction, provided that such conversion of Founder Shares will never occur on a less than ~~one-for-one~~ ~~basis.~~

For so long as any shares of Class F common stock remain outstanding, the Company may not, without the prior vote or written consent of the holders of a majority of the shares of Class F common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of the Company’s certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the shares of Class F common stock. Any action required or permitted to be taken at any meeting of the holders of shares of Class F common stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding shares of Class F common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class F common stock were present and voted.

1,000,000

~~EXECUTIVE NETWORK PARTNERING CORPORATION~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

~~Class~~ ~~B Common Stock~~~~— The Company is authorized to issue 1,000,000~~ shares of Class B common stock with a par value of ~~$0.0001~~ $

0.0001

per share. On July 17, 2020, the Company effected a

100:1

stock split for each share of Class B common stock, resulting in an aggregate of

120,000

shares of Class B common stock outstanding. On March 24, 2021, the Company effected a

2.5:1

forward stock split for each share of Class B common stock, resulting in an aggregate of

300,000

shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. As of September 30, 2021 and December 31, 2020, there were

300,000

shares of Class B common stock issued and outstanding.

Each year following the completion of a Partnering Transaction, 10,000 shares of the Company’s Class B shares will convert into 1,000 shares of Class A common stock. However, if the price of a share of the Company’s Class A common stock exceeds $11.00 for 20 out of any 30 trading days following the completion of the Partnering Transaction, then the number of shares of Class A common stock deliverable (“conversion shares”) will be calculated as the greater of: (1) (a) 20% of the increase in the price of one Class A, year-over-year (but only after the price exceeds the “price threshold” being initially $10.00 and adjusted at the beginning of each year to be equal to the greater of: (i) the price of the Class A common stock for the previous year; and (ii) the price threshold at the end of the previous year) multiplied by (b) the number of shares of Class A common stock outstanding at the close of the Partnering Transaction, excluding those shares of Class A common stock received by the Sponsor through the Class F common stock; and (2) 2,500 shares of Class A common stock. This calculation shall be based on the Company’s fiscal year which may change as a result of the Partnering Transaction. The increase in the price of the Class A common stock, shall be based on the Company’s annual volume weighted average price (“VWAP”) for the Company’s fiscal year provided that with respect to the 12th fiscal year end following the Partnering Transaction the conversion calculation for the remaining 10,000 shares of Class B shares, the calculation shall be the greater of (i) such annual VWAP and (ii) the VWAP of the last 20 trading days of such fiscal year.

The conversion shares will be calculated not only on the increase of the price of one share of Class A common stock but also on any dividends paid on one share of Class A common stock in such year. The price threshold for a particular year will be reduced by the dividends per shares of Class A common stock paid in such year.

Upon a change ofo

control, holders of the Class B shares shall receive the greater of: (a) the value of 6,000,000 shares of Class A common stock at the time of the announcement of the change of control or $60,000,000. Such calculation shall decrease by 1/12 each year.

For so long as any shares of Class B common stock remain outstanding, the Company may not, without the prior vote or written consent of the holders of a majority of the shares of Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision the Company’s amended and restated certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock.

~~Preferred stock~~~~—The~~

Table of Contents

EXECUTIVE NETWORK PARTNERING CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Class

F Common Stock

-The Company is authorized to issue ~~1,000,000~~50,000,000 shares of ~~preferred~~Class F common stock with a par value of $0.0001 per share. ~~At March 31,~~On July 29, 2020, the Company effected a reverse stock split for Class F common stock, resulting in an aggregate of 690,000 shares of Class F common stock outstanding. On September 17, 2020, the Company effected a 1 for 1.2 forward stock split that increased the outstanding Class F common stock from 690,000 to 828,000 shares. All shares and associated amounts have been retroactively restated to reflect the reverse stock split on July 29, 2020 and the 1 for 1.2 forward stock split on September 17, 2020. As of September 30, 2021 and December 31, 2020, there ~~are no~~were 828,000 shares of ~~preferred~~Class F common stock issued and outstanding.

The Founder Shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of a Partnering Transaction on a

one-for-one

basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Partnering Transaction, 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, 5% of the total number of shares of Class A common stock outstanding after such conversion (including the private placement shares) including the total number of shares of Class A common stock issued, or ~~outstanding.~~

deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Partnering Transaction, provided that such conversion of Founder Shares will never occur on a less than

one-for-one

basis.

Table of Contents

EXECUTIVE NETWORK PARTNERING CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note ~~8—Fair~~

9-Fair

Value Measurements

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of ~~March 31,~~September 30, 2021 and December 31, 2020 by level within the fair value hierarchy:

   Fair Value Measured as of March 31, 2021
   Level 1    Level 2    Level 3    Total
Assets

Investments held in Trust Account—U.S. Treasury Securities
   $ 414,021,780    $ —      $ —      $ 414,021,780
Liabilities:

Warrant liabilities—public warrants
   8,797,500    —      —      8,797,500
Warrant liabilities—private warrants
   —      —      135,080    135,080








Total fair value
   $ 422,819,280    $ —      $ 135,080    $ 422,954,360

   Fair Value Measured as of December 31, 2020
   Level 1    Level 2    Level 3    Total
Assets

Investments held in Trust Account—U.S. Treasury Securities
   $ 414,011,571    $ —      $ —      $ 414,011,571
Liabilities:

Warrant liabilities—public warrants
   10,764,000    —      —      10,764,000
Warrant liabilities—private warrants
   —      —      165,780    165,780








Total fair value
   $ 424,775,571    $ —      $ 165,780    $ 424,941,351


	Fair Value Measured as of September 30, 2021
	Level 1		Level 2		Level 3		Total
Assets
Investments held in Trust Account—U.S. Treasury Securities	$	414,042,541	$	—	$	—	$	414,042,541
Liabilities:
Warrant liabilities—public warrants	$	8,383,500	$	—	$	—	$	8,383,500
Warrant liabilities—private warrants	$	—	$	—	$	124,335	$	124,335


	Fair Value Measured as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets
Investments held in Trust Account—U.S. Treasury Securities	$	414,011,571	$	—	$	—	$	414,011,571
Liabilities:
Warrant liabilities—public warrants	$	10,764,000	$	—	$	—	$	10,764,000
Warrant liabilities—private warrants	$	—	$	—	$	165,780	$	165,780

Transfers to/from Levels 1, 2, and 3 are recognized at the ~~end~~beginning of the reporting period. There were no0 transfers between levels for the three and nine months ended ~~March 31,~~September 30, 2021.

The fair value of the warrants issued in connection with the Initial Public Offering ~~and Private Placement Warrants were~~was initially measured ~~at fair value~~ using a ~~Monte Carlo~~Monte-Carlo simulation model and subsequently the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants ~~a Level 1~~at each measurement ~~beginning~~date when separately listed and traded in November 2020.

The fair value of the warrants issued in connection with the Private Placement have been estimated using a Black-Scholes Option Pricing model at each measurement date.

~~EXECUTIVE NETWORK PARTNERING CORPORATION~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

The estimated fair value of the Private Placement Warrants has been determined using Level 3 inputs. Inherent in a ~~Monte Carlo simulation~~Black-Scholes Option Pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Class A common stock ~~warrants~~ based on ~~implied volatility from the Company’s traded warrants and from~~ historical volatility of select peer ~~company’s Class A common stock~~company that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury

zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement:

   March 31, 2021
Exercise price
   $ 11.50
Stock price
   $ 9.72
Term (in years)
   5.00
Volatility
   15.00 %
Risk-free interest rate
   1.20 %
Dividend yield
   —


	September 30, 2021			December 31, 2020
Exercise price	$	11.50		$	11.50
Stock Price	$	9.82		$	10.01
Term (in years)		5.00			5.00
Volatility		16.10	%		17.00	%
Risk-free interest rate		1.17	%		0.56	%
Dividend yield		0.00	%		0.00	%

Table of Contents

EXECUTIVE NETWORK PARTNERING CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the three and nine months ended ~~March 31,~~September 30, 2021 is summarized as follows:

Level 3 warrant liabilities at December 31, 2020
   $ 165,780
Change in fair value of warrant liabilities
   (30,700 )


Level 3 warrant liabilities at March 31, 2021
   $ 135,080


Level 3 warrant liabilities at December 31, 2020	$	165,780
Change in fair value of warrant liabilities		(30,700	)

Level 3 warrant liabilities at March 31, 2021		135,080
Change in fair value of warrant liabilities		23,025

Level 3 warrant liabilities at June 30, 2021		158,105
Change in fair value of warrant liabilities		(33,770	)

Level 3 warrant liabilities at September 30, 2021	$	124,335

Note ~~9—Subsequent~~

10-Subsequent

Events

Management has evaluated subsequent events to determine if events or transactions occurring through the date the ~~unaudited condensed~~ financial statements were ~~issued~~issued. Based upon this

review, other than as described in Note 2, the

Company did not identify any subsequent event that would have required ~~potential~~ adjustment to or disclosure in the ~~unaudited~~ condensed financial ~~statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.~~

statements.

Table of Contents

~~Item 2.~~

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

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

References to the “Company,” “our,” “us” or “we” refer to Executive Network Partnering Corporation. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form
10-Q
includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward- looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible ~~business combinations~~partnering transactions and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form
10-Q.
Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.

Overview

We are a blank check company incorporated in Delaware on June 22, 2020 for the purpose of identifying a company to partner with in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses (“Partnering Transaction”). We may pursue a Partnering Transaction in any business or industry but expect to focus on a business where we believe our strong network, operational background, and aligned economic structure will provide us with a competitive advantage. Our sponsor is ENPC Holdings, LLC, a Delaware limited liability company (our “Sponsor”).

Our registration statements for our initial public offering (the “Initial Public Offering”) became effective on September 15, 2020. On September 18, 2020, we consummated the Initial Public Offering of 16,560,000 (41,400,000 after giving effect to the Stock Split) CAPS^{™ (with
(with respect to the Class A common stock included in the CAPS^{™
being offered, the “Public Shares”), which included 2,160,000 CAPS^{™ (5,400,000
(5,400,000 CAPS^{™
after giving effect to the Stock Split) issued as a result of the underwriters’ exercise in full of their over-allotment option, at $25.00 per CAPS^{™ ($
($10.00 per CAPS^{™
after giving effect to the Stock Split), generating gross proceeds of $414.0 million, and incurring offering costs of approximately $4.8 million.}}}}}}

Concurrently with the closing of the Initial Public Offering, we completed the private sale of 245,600 (614,000 after giving effect to the Stock Split) private placement CAPS^{™ (“
(“Private Placement CAPS^{™
”), at a price of $25.00 per Private Placement CAPS^{™ ($
($10.00 per Private Placement CAPS^{™
after giving effect to the Stock Split) to the Sponsor, generating gross proceeds to the Company of approximately $6.1 million.}}}}

Upon the closing of the Initial Public Offering and the sale of Private Placement CAPS^{™
, $414.0 million ($10.00 per CAPS^{™
after giving effect to the Stock Split) of the net proceeds of the sale of the CAPS^{™
in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and held as cash or 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 money market funds meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule2a-7
under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Partnering Transaction and (ii) the distribution of the Trust Account as described below.}}}

Table of Contents

We have 24 months from the closing of the Initial Public Offering, or September 18, 2022 (or 27 months, or December 18, 2022, if we have executed a letter of intent, agreement in principle or definitive agreement for the Partnering Transaction within 24 months) to complete its initial Partnering Transaction (the “Partnering Period”). If we do not complete a Partnering Transaction within this period of time (and stockholders do not approve an amendment to the certificate of incorporation to extend this date), we will (i) cease all operations except for the purpose of winding up, 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, of $25.00, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

Results of Operations

Our entire activity since inception through ~~March 31,~~September 30, 2021 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective initial ~~Business Combination.~~Partnering Transaction. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our initial ~~Business Combination.~~Partnering Transaction. We will generate

non-operating

income in the form of interest income on ~~cash and cash equivalents.~~investments held in Trust Account. We expect to incur increased 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,~~September 30, 2021, we had net income of approximately ~~$1.6~~$1.1 million, which consisted of approximately ~~$2.0~~$1.5 million gain from change in fair value of warrant liabilities and approximately $10,000 ~~net gain~~interest income from investments held in Trust Account, partially offset by ~~$277,000~~$308,000 in general and administrative costs, ~~$60,000~~$180,000 in related party administrative ~~free~~fee and approximately ~~$49,000~~$50,000 of franchise tax expense.

For the three months ended September 30, 2020, we had net income of approximately $1.2 million, which consisted of approximately $1.5 million gain from change in fair value of warrant liabilities and approximately $1,000 interest income from investments held in Trust Account, partially offset by $45,000 in general and administrative costs and approximately $50,000 of franchise tax expense.

For the nine months ended September 30, 2021, we had net income of approximately $1.3 million, which consisted of approximately $2.4 million gain from change in fair value of warrant liabilities and approximately $31,000 interest income from investments held in Trust Account, partially offset by $849,000 in general and administrative costs, $180,000 in related party administrative fee and approximately $150,000 of franchise tax expense.

For the period from June 22, 2020 (inception) through June 30, 2020, we had net income of approximately $1.2 million, which consisted of approximately $1.5 million gain from change in fair value of warrant liabilities and approximately $1,000 interest income from investments held in Trust Account, partially offset by $52,000 in general and administrative costs and approximately $54,000 of franchise tax expense.

Liquidity and Capital Resources

As of ~~March 31,~~September 30, 2021, we had approximately ~~$681,000~~$189,000 in our operating bank account, working capital deficit of approximately ~~$652,000 and investments held in the Trust Account of approximately $414.0 million.~~$39,000. Interest income on the balance in the Trust Account may be used by us ~~to pay franchise and income tax obligations. Through March 31, 2021, we have withdrawn approximately $63,000 interest earned on the Trust Account~~ to pay franchise and income tax obligations. We intend to use substantially all of the funds held in the Trust Account to complete the initial ~~Business Combination~~Partnering Transaction and to pay our expenses relating thereto. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete the initial ~~Business Combination,~~Partnering Transaction, 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.

Our liquidity needs up to the closing of the Initial Public Offering and the sale of Private Placement CAPS^{™
had been satisfied through a capital contribution of $25,000 from our Sponsor to purchase Class F and Class B common stock, a loan under our note agreement with our Sponsor of approximately $171,000 (the “Note”) to cover for offering costs in connection with the Initial Public Offering, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. We fully repaid the Note on September 22, 2020. In addition, in order to finance transaction costs in connection with a Business Combination,Partnering Transaction, our officers, directors and initial stockholders may, but are not obligated to, provide us working capital loans. To date, there were no amountsWorking Capital Loans. As of September 30, 2021 and December 31, 2020, we had $180,000 and $0 note outstanding under the Working Capital Loans, respectively.}

Table of Contents

In connection with our assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that the 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 September 18, 2022. The financial statements do not include any ~~working capital loans.~~

~~Based on the foregoing, management believes~~adjustment that might be necessary if we ~~will have sufficient working capital and borrowing capacity from our Sponsor or an affiliate of our Sponsor, or our officers and directors~~are unable to ~~meet our needs through the earlier of the consummation of~~continue as a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

going concern.

We continue to evaluate the impact of the

COVID-19

pandemic and have concluded that the specific impact is not readily determinable as of the date of the balance sheet. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities, other than an agreement to pay Administrative Services Agreement fees to our Sponsor that total $20,000 per month for office space, secretarial and administrative services provided to members of our management team. The Company incurred $60,000 and $180,000 in expenses in connection with such services during the three and nine months ended ~~March 31,~~September 30, 2021 as reflected in the accompanying unaudited condensed ~~statement~~statements of ~~operations.~~

operations, respectively.

Critical Accounting Policies

This management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company has identified the following as its critical accounting policies:

Class A Common Stock Subject to Possible Redemption

Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. As part of the Private Placement CAPS

™

, we issued 614,000 shares of Class A common stock to the Sponsor (“Private Placement Shares”). These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of our initial Partnering Transaction, as such are considered

non-redeemable

and presented as permanent equity in our condensed balance sheet. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at ~~March 31,~~September 30, 2021 and December 31, 2020, ~~40,074,099 and 39,911,945~~41,400,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, respectively, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheets.

Table of Contents

Net Income ~~Per~~per Share of Common Stock

~~Net income per~~

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have three classes of shares, of common stock is computed by dividing net income by the weighted-average number of common stock outstanding during the period. Our statement of operations include a presentation of income per share for common stock subjectwhich are referred to ~~redemption in a manner similar to the~~ ~~two-class~~ ~~method of loss per share.~~

~~We have~~

The calculation of diluted net income per share of common stock does not ~~considered~~consider the effect of the warrants underlying the Units sold in the Initial Public Offering and ~~private placement~~the Private Placement Warrants to purchase 10,503,500 shares of Class A common stock in the calculation of diluted income per share, ~~since~~because their inclusion would be anti-dilutive under the ~~exercise~~treasury stock method. As a result, diluted net income per share of common stock is the ~~warrants are contingent upon~~same as basic net income per share of common stock for the ~~occurrence of future events~~three and nine months ended September 30, 2021, and for the three months ended September 30, 2020 and the ~~inclusion of such warrants would be anti-dilutive.~~

period from June 22, 2020 (inception) through September 30, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

Derivative Warrant Liabilities

We do not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of our financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC

815-15.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period.

We issued 10,350,000 warrants to purchase Class A common stock to investors in our Initial Public Offering, including the over-allotment, and simultaneously issued ~~153,5000~~153,500 Private Placement Warrants. All of our outstanding warrants are recognized as derivative liabilities in accordance with ASC

815-40.

Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of the warrants issued in connection with the Initial Public Offering ~~and Private Placement Warrants were~~was initially measured ~~at fair value~~ using a Monte-Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte-Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such ~~warrants.~~

warrants at each measurement date when separately listed and traded. The fair value of the warrants issued in connection with the Private Placement have been estimated using a Black-Scholes Option Pricing model at each measurement date. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Recent ~~Adopted~~ Accounting ~~Standards~~

Pronouncements

In August 2020, the FASB issued ASU

No. 2020-06, ~~Debt—Debt~~

Debt-Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and ~~Hedging— Contracts~~Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“

(“ASU

2020-06”),

2020-06

on January 1, ~~2021.~~2021 using the modified retrospective method for transition. Adoption of the ASU did not impact our financial position, results of operations or cash flows.

~~Recent Issued Accounting Standards~~

Our management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.

Off-Balance

Sheet Arrangements

As of ~~March 31,~~September 30, 2021, we did not have any

off-balance

sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation

S-K.

Table of Contents

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for

non-emerging

growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of

non-emerging

growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

~~Item 3.~~

~~Quantitative and Qualitative Disclosures About Market Risk~~

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule

12b-2

of the Exchange Act and are not required to provide the information otherwise required under this item.

~~Item 4.~~

~~Controls and Procedures~~

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

~~Under the supervision and~~

Our management evaluated, with the participation of our ~~management, including our principal~~current chief executive officer and ~~principal~~chief financial ~~and accounting~~ officer ~~we conducted an evaluation of~~(our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of ~~the end of the fiscal quarter ended March 31,~~September 30, 2021, ~~as such term is defined in Rules~~ ~~13a-15(e)~~ ~~and~~ ~~15d-15(e)~~pursuant to Rule

13a-15(b)

under the Exchange Act. Based upon ~~their~~that evaluation, our ~~Chief Executive Officer and Chief Financial Officer~~Certifying Officers concluded that 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,~~September 30, 2021, ~~due solely to the~~because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, ~~described~~such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that our control around the interpretation and accounting for certain complex financial instruments and related EPS calculations were not effectively designed or maintained. This material weakness resulted in ~~“Management’s Report on Internal Control over Financial Reporting” included in our Annual Report on Form 10K/A as filed with~~ the ~~SEC on May XX,~~restatement of the Company’s interim financial statements and notes for the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021. ~~In light of~~Additionally, this material weakness ~~we performed additional analysis as deemed necessary~~could result in a misstatement of Class A common stock subject to ~~ensure~~possible redemption, Class A common stock and related accounts and disclosures that ~~our unaudited interim financial statements were prepared~~would result in ~~accordance with U.S. generally accepted accounting principles. Accordingly, management believes that~~a material misstatement of the financial statements ~~included in this Quarterly Report~~that would not be prevented or detected on ~~Form 10Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.~~

a timely basis.

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 company reports filed or submitted under the Exchange Act is accumulated and communicated to ~~our~~ management, including our ~~principal~~chief executive officer and ~~principal~~chief financial officer, ~~or persons performing similar functions, as appropriate~~ to allow timely decisions regarding required disclosure.

Changes in ~~Internal Control~~internal control over ~~Financial Reporting~~

financial reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended ~~March 31,~~September 30, 2021, 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 to the restatement of ~~our previously filed financial statements described above~~this Quarterly Report on Form 10-Q had not yet been identified. ~~In light~~

Table of Contents

The Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex features of the ~~restatement~~Class A common stock. The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the ~~previously filed~~remediation and improvement of our internal control over financial ~~statements,~~reporting. While we ~~plan to enhance our~~have processes to properly identify and ~~appropriately apply applicable~~evaluate the appropriate accounting ~~requirements~~technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to ~~better evaluate and understand~~improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

standards.

PART ~~II –~~ II—OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors.

There are no material changes to the risk factors in our most recent Annual Report on Form

10-K

and Form

10-K/A

as filed with the SEC on March 31, ~~2021.~~

2021 and June 1, 2021, respectively.

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

~~On September 18, 2020, the Company consummated its Initial Public Offering of 41,400,000 CAPS~~^™ ~~, including the issuance of 5,400,000 CAPS~~^™ ~~as a result of the underwriters’ exercise in full of their over-allotment option. Each CAPS~~^™ ~~consists of one share of Class A common stock of the Company, par value $0.0001 per share, and~~ ~~one-fourth~~ of one redeemable warrant of the Company, each whole warrant entitling the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per share. Evercore Group L.L.C. acted as the sole book-running manager for the offering. The CAPS^™ ~~were sold at a price of $10.00 per CAPS~~^™~~, generating gross proceeds to the Company of $414.0 million. The securities sold in the offering were registered under the Securities Act on a registration statement on Form~~ ~~S-1~~ ~~(No.~~ ~~333-248267~~ ~~and~~ ~~333-248828).~~ ~~The SEC declared the registration statement effective on September 15, 2020.~~

~~Substantially concurrently with the consummation of the Initial Public Offering, the Company completed the private sale of 614,000 CAPS~~^™~~, at a purchase price of $10.00 per Private Placement CAPS~~^™, to the Sponsor, generating gross proceeds to the Company of approximately $6.1 million. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

~~The Private Placement CAPS~~^™ ~~are the same as the CAPS~~^™ ~~sold in the Initial Public Offering, except that Private Placement CAPS~~^™ are not transferable, assignable or salable until 30 days after the completion of a Partnering Transaction, subject to certain limited exceptions. Additionally, the warrants underlying the Private Placement CAPS^™ ~~are exercisable on a cashless basis and are~~ ~~non-redeemable~~ so long as they are held by the Sponsor or its permitted transferees. Of the gross proceeds received from the Initial Public Offering, the full exercise of the over-allotment option and the Private Placement CAPS^™~~, $414.0 million was placed in the Trust Account.~~

~~We paid a total of approximately $4.1 million in underwriting discounts and commissions and approximately $630,000 for other costs and expenses related to the Initial Public Offering.~~

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

None.

Item 3. Defaults Upon Senior Securities

None.

Table of Contents

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits.


~~31.1~~10.1		Promissory Note, dated September 23, 2021, issued by ENPC Holdings, LLC to Executive Network Partnering Corporation (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by the Registrant on November 12, 2021).

31.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Principal Executive Officer and 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

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label 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)

*	Filed herewith.

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on

this ~~1st~~31st day

of ~~June 2021.~~

January 2022.


EXECUTIVE NETWORK PARTNERING CORPORATION

By:		/s/ Alex Dunn
Name:		Alex Dunn
Title:		(Principal Executive Officer & Principal Financial and Accounting Officer)


	March 31, 2021		December 31, 2020
	(Unaudited)
Assets:
Current assets:
Cash	$	680,925	$	888,097
Prepaid expenses		367,037		440,771

Total current assets		1,047,962		1,328,868
Investments held in Trust Account		414,021,780		414,011,571

Total Assets	$	415,069,742	$	415,340,439


Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable	$	184,419	$	80,044
Accrued expenses		121,500		107,000
Franchise tax payable		90,244		104,159

Total current liabilities		396,163		291,203
Warrant liabilities		8,932,580		10,929,780

Total Liabilities		9,328,743		11,220,983

Commitments and Contingencies

Class A common stock; $0.0001 par value; 40,074,099 and 39,911,945 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively		400,740,990		399,119,450

Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 1,939,901 and 2,102,055 shares issued and outstanding (excluding 40,074,099 and 39,911,945 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively (1)		194		210
Class B common stock, $0.0001 par value; 1,000,000 shares authorized; 300,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020 (1)		30		30
Class F common stock, $0.0001 par value; 50,000,000 shares authorized; 828,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020		83		83
Additional paid-in capital		1,069,909		2,691,433
Retained earnings		3,929,793		2,308,250

Total stockholders’ equity		5,000,009		5,000,006

Total Liabilities and Stockholders’ Equity	$	415,069,742	$	415,340,439


	September 30, 2021			December 31, 2020
	(Unaudited)
Assets:
Current assets:
Cash	$	188,593		$	888,097
Prepaid expenses		290,354			440,771

Total current assets		478,947			1,328,868
Investments held in Trust Account		414,042,541			414,011,571

Total Assets	$	414,521,488		$	415,340,439

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	237,243		$	80,044
Accrued expenses		12,319			107,000
Franchise tax payable		190,518			104,159

Total current liabilities		440,080			291,203
Convertible Note—related party		180,000			0—
Warrant liabilities		8,507,835			10,929,780

Total Liabilities		9,127,915			11,220,983
Commitments and Contingencies		0			0
Class A common stock subject to possible redemption; $0.0001 par value; 41,400,000 shares issued and outstanding at $10.00 per share redemption value as of September 30, 2021 and December 31, 2020		414,000,000			414,000,000
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued or outstanding as of September 30, 2021 and December 31, 2020		0			0
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 614,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020		61			61
Class B common stock, $0.0001 par value; 1,000,000 shares authorized; 300,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020		30			30
Class F common stock, $0.0001 par value; 50,000,000 shares authorized; 828,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020		83			83
Additional paid-in capital		0			0
Accumulated deficit		(8,606,601	)		(9,880,718	)

Total stockholders’ deficit		(8,606,427	)		(9,880,544	)

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	414,521,488		$	415,340,439


	For the Three Months Ended March 31, 2021
Operating expenses
General and administrative expenses	$	276,551
Administrative fee—related party		60,000
Franchise tax expense		49,315

Total operating expenses		(385,866	)
Change in fair value of warrant liabilities		1,997,200
Interest income from investments held in Trust Account		10,209

Net income	$	1,621,543

Weighted average shares outstanding of redeemable Class A common stock (1)		41,400,000

Basic and diluted net income per share, redeemable Class A	$	—

Weighted average shares outstanding of nonredeemable Class A, Class B & Class F common stock (1)	$	2,984,000

Basic and diluted net income per share, nonredeemable Class A, Class B & Class F	$	0.54


										For the Period from
	For the Three Months Ended						For the Nine Months Ended			June 22, 2020 (Inception) through September 30, 2020
	September 30, 2021			September 30, 2020			September 30, 2021			June 22, 2020 (Inception) through September 30, 2020
Operating expenses
General and administrative expenses	$	308,210		$	44,807		$	849,209		$	52,307
Administrative fee—related party		60,000			0			180,000			0
Franchise tax expense		50,411			49,863			149,589			54,296

Loss from Operations		(418,621	)		(94,670	)		(1,178,798	)		(106,603	)
Change in fair value of warrant liabilities		1,482,770			1,468,960			2,421,945			1,468,960
Offering costs associated with public and private warrants		0			(182,130	)		0			(182,130	)
Income from investments held in Trust Account		10,437			1,134			30,970			1,134

Net income	$	1,074,586		$	1,193,294		$	1,274,117		$	1,181,361

Weighted average shares outstanding of Class A common stock, basic and diluted		42,014,000			5,936,761			42,014,000			5,407,743

Basic and diluted net income per share, Class A common stock	$	0.02		$	0.17		$	0.03		$	0.18

Weighted average shares outstanding of Class B common stock, basic and diluted		300,000			300,000			300,000			300,000

Basic and diluted net income per share, Class B common stock	$	0.02		$	0.17		$	0.03		$	0.18

Weighted average shares outstanding of Class F common stock, basic and diluted		828,000			735,261			828,000			733,901

Basic and diluted net income per share, Class F common stock	$	0.02		$	0.17		$	0.03		$	0.18


	Common Stock														Additional					Total
	Class A						Class B				Class F				Paid-In			Retained		Stockholders’
	Shares (1)			Amount			Shares (1)		Amount		Shares		Amount		Capital			Earnings		Equity
Balance—December 31, 2020		2,102,055		$	210			300,000	$	30		828,000	$	83	$	2,691,433		$	2,308,250	$	5,000,006

Class A common stock subject to possible redemption		(162,154	)		(16	)		—		—		—		—		(1,621,524	)		—		(1,621,540	)
Net income		—			—			—		—		—		—		—			1,621,543		1,621,543

Balance—March 31, 2021 (unaudited)		1,939,901		$	194			300,000	$	30		828,000	$	83	$	1,069,909		$	3,929,793	$	5,000,009


				For the Period from
	For the Nine Months Ended			June 22, 2020 (Inception)
	September 30, 2021			through September 30, 2020
Cash Flows from Operating Activities:
Net income	$	1,274,117		$	1,181,361
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities		(2,421,945	)		(1,468,960	)
General and administrative expenses paid by related party under note payable		—			29,287
Offering costs associated with derivative warrant liabilities		—			182,130
Interest income from investments held in Trust Account		(30,970	)		(1,134	)
Changes in assets and liabilities:
Prepaid expenses		150,417			(16,392	)
Accounts payable		157,199			24,130
Accrued expenses		(94,681	)		9,536
Franchise tax payable		86,359			54,297

Net cash used in operating activities		(879,504	)		(5,745	)

Cash Flows from Investing Activities
Cash deposited in Trust Account		—			(414,000,000	)

Net cash used in investing activities		—			(414,000,000	)

Cash Flows from Financing Activities:
Proceeds received from initial public offering, gross		—			414,000,000
Proceeds received from private placement		—			6,140,000
Proceeds from Convertible Note—related party		180,000			—
Repayment of note payable to related party		—			(171,450	)
Offering costs paid		—			(4,516,431	)

Net cash provided by financing activities		180,000			415,452,119

Net change in cash		(699,504	)		1,446,374
Cash—beginning of the period		888,097			0

Cash—end of the period	$	188,593		$	1,446,374

Supplemental disclosure of noncash activities:
Offering costs paid in exchange for issuance of Class B common stock to Sponsor	$	—		$	18,750
Offering costs paid in exchange for issuance of Class F common stock to Sponsor	$	—		$	6,250
Offering costs included in accrued expenses	$	—		$	85,000
Offering costs included in accounts payable	$	—		$	1,600
Offering costs paid through note payable	$	—		$	142,163


	As of March 31, 2021
	As Previously Reported			Adjustment			As Restated
Unaudited Condensed Balance Sheet
Total assets	$	415,069,742		$	0		$	415,069,742
Total liabilities	$	9,328,743		$	0		$	9,328,743
Class A common stock subject to possible redemption		400,740,990			13,259,010			414,000,000
Stockholders’ equity (deficit)
Preferred stock		0			0			0
Class A common stock		194			(133	)		61
Class B common stock		30			0			30
Class F common stock		83			0			83
Additional paid-in-capital		1,069,909			(1,069,909	)		0
Retained earnings (accumulated deficit)		3,929,793			(12,188,968	)		(8,259,175	)

Total stockholders’ equity (deficit)		5,000,009			(13,259,010	)		(8,259,001	)

Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit)	$	415,069,742		$	0		$	415,069,742

	For the Three Months Ended March 31, 2021
	As Previously Reported			Adjustment			As Restated
Unaudited Condensed Statement of Operations
Net income	$	1,621,543		$	0		$	1,621,543
Weighted average shares outstanding of redeemable Class A common stock, basic and diluted		41,400,000			(41,400,000	)		0
Basic and diluted net income per share of redeemable Class A common stock	$	0		$	0		$	0
Weighted average shares outstanding of nonredeemable Class A, Class B and Class F common stock, basic and diluted		2,984,000			(2,984,000	)		0
Basic and diluted net income per share of nonredeemable Class A, Class B and Class F common stock	$	0.54		$	(0.54	)	$	0
Weighted average shares outstanding of Class A common stock, basic and diluted		0			42,014,000			42,014,000
Basic and diluted net income per share of Class A common stock	$	0		$	0.04		$	0.04
Weighted average shares outstanding of Class B common stock, basic and diluted		0			300,000			300,000
Basic and diluted net income per share of Class B common stock	$	0		$	0.04		$	0.04
Weighted average shares outstanding of Class F common stock, basic and diluted		0			828,000			828,000
Basic and diluted net income per share of Class F common stock	$	0		$	0.04		$	0.04

	For the Three Months Ended March 31, 2021
	As Previously Reported			Adjustment			As Restated
Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities:
Change in fair value of Class A common stock subject to possible redemption	$	1,621,540		$	(1,621,540	)	$	0

The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of June 30, 2021, statement of operations for the three and six months ended June 30, 2021 and statement of cash flows for the six months ended June 30, 2021:

	As of June 30, 2021
	As Previously Reported			Adjustment			As Restated
Unaudited Condensed Balance Sheet
Total assets	$	414,728,873			0		$	414,728,873

Total liabilities	$	10,409,886			0		$	10,409,886
Class A common stock subject to possible redemption		399,318,980			14,681,020			414,000,000
Stockholders’ equity (deficit)
Preferred stock		0			0			0
Class A common stock		208			(147	)		61
Class B common stock		30			0			30
Class F common stock		83			0			83
Additional paid-in-capital		2,491,905			(2,491,905	)		0
Accumulated deficit		2,507,781			(12,188,968	)		(9,681,187	)

Total stockholders’ equity (deficit)		5,000,007			(14,681,020	)		(9,681,013	)

Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit)	$	414,728,873		$	0		$	414,728,873


	For the Three Months Ended June 30, 2021
	As Previously Reported			Adjustment			As Restated
Unaudited Condensed Statement of Operations
Net loss	$	(1,422,012	)	$	0		$	(1,422,012	)

Weighted average shares outstanding of redeemable Class A common stock, basic and diluted		41,400,000			(41,400,000	)		0
Basic and diluted net income per share of redeemable Class A common stock	$	0		$	0		$	0
Weighted average shares outstanding of nonredeemable Class A, Class B and Class F common stock, basic and diluted		2,984,000			(2,984,000	)		0
Basic and diluted net loss per share of nonredeemable Class A, Class B and Class F common stock	$	(0.48	)	$	0.48		$	0
Weighted average shares outstanding of Class A common stock, basic and diluted		0			42,014,000			42,014,000
Basic and diluted net loss per share of Class A common stock	$	0		$	(0.03	)	$	(0.03	)
Weighted average shares outstanding of Class B common stock, basic and diluted		0			300,000			300,000
Basic and diluted net loss per share of Class B common stock	$	0		$	(0.03	)	$	(0.03	)
Weighted average shares outstanding of Class F common stock, basic and diluted		0			828,000			828,000
Basic and diluted net loss per share of Class F common stock	$	0		$	(0.03	)	$	(0.03	)

	For the Six Months Ended June 30, 2021
	As Previously Reported			Adjustment			As Restated
Unaudited Condensed Statement of Operations
Net income	$	199,531		$	0		$	199,531

Weighted average shares outstanding of redeemable Class A common stock, basic and diluted		41,400,000			(41,400,000	)		0
Basic and diluted net income per share of redeemable Class A common stock	$	0		$	0		$	0
Weighted average shares outstanding of nonredeemable Class A, Class B and Class F common stock, basic and diluted		2,984,000			(2,984,000	)		0
Basic and diluted net income per share of nonredeemable Class A, Class B and Class F common stock	$	0.06		$	(0.06	)	$	0
Weighted average shares outstanding of Class A common stock, basic and diluted		0			42,014,000			42,014,000
Basic and diluted net income per share of Class A common stock	$	0		$	0.00		$	0.00
Weighted average shares outstanding of Class B common stock, basic and diluted		0			300,000			300,000
Basic and diluted net income per share of Class B common stock	$	0		$	0.00		$	0.00
Weighted average shares outstanding of Class F common stock, basic and diluted		0			828,000			828,000
Basic and diluted net income per share of Class F common stock	$	0		$	0.00		$	0.00

	For the Six Months Ended June 30, 2021
	As Previously Reported			Adjustment			As Restated
Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities:
Change in fair value of Class A common stock subject to possible redemption	$	199,530		$	(199,530	)	$	0