UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM 10-Q~~

FORM

10-Q

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

For the quarterly period ended ~~September 30, 2021~~March 31, 2022

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

For the transition period from to

Commission File Number:

001-40789

FIRST LIGHT ACQUISITION GROUP, INC.

(Exact name of registrant as specified in its charter)


Delaware		86-2967193
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11110 Sunset Hills Road #2278 Reston, VA		20190
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (202)

503-9255

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


Title of each class	Trading Symbols	Name of each exchange on which registered
Units, each consisting of one Class A common stock and one-half of one redeemable warrant	FLAGU	New York Stock Exchange
Class A common stock, par value $0.0001 per share	FLAG	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	FLAGW	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

~~None~~

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

non-accelerated

filer, 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

~~Rule~~ 12b-2

of the Exchange Act. (Check one):

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

~~Rule~~ 12b-2

of the Exchange Act). Yes ☒ No ☐

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date.

As of ~~September 30, 2021,~~March 31, 2022, there were 23,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share, and 5,750,000 shares of the Company’s Class B common stock, par value $0.0001, issued and outstanding.

Table of Contents

First Light Acquisition Group, Inc.

QUARTERLY REPORT ON FORM

10-Q

For the Period from January 1, 2022 Through March ~~24, 2021 (inception) Through September 30, 2021~~31, 2022

Table of Contents


			Page
Contents

PART I. FINANCIAL INFORMATION				1

Item 1.	Financial Statements			1

	Condensed Balance Sheets as of ~~September 30,~~March 31, 2022 (unaudited) and December 31, 2021 ~~(unaudited)~~(audited)			1

	Condensed ~~Statements~~Statement of Operations for the three months ended ~~September 30, 2021~~March 31, 2022 (unaudited) ~~and for the period from March 24, 2021 (inception) through September 30, 2021 (unaudited)~~			2

	Condensed Statement of Changes in Class A Common Stock Subject to Possible Redemption and Stockholders’ ~~Equity (Deficit)~~Deficit for the three months ended ~~September 30, 2021~~March 31, 2022 (unaudited) ~~and for the period from March 24, 2021 (inception) through September 30, 2021 (unaudited)~~			3

	Condensed Statement of Cash ~~Flow~~Flows for ~~the period from~~three months ended March ~~24, 2021 (inception) through September 30, 2021~~31, 2022 (unaudited)			4

	Notes to Interim Condensed Financial Statements (unaudited)			5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			20 14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk			23 17

Item 4.	Controls and Procedures			23 17

PART II. OTHER INFORMATION				18
~~Item 1.~~	~~Legal Proceedings~~			25

Item ~~1A.~~1.	~~Risk Factors~~Legal Proceedings			25 18

Item 2.1A.	~~Use of Proceeds~~Risk Factors			25 18

Item 3.2.	~~Defaults Upon Senior Securities~~Use of Proceeds			25 18

Item 4.3.	~~Mine Safety Disclosures~~Defaults Upon Senior Securities			25 18

Item 5.4.	~~Other Information~~Mine Safety Disclosures			25 18

Item 6.5.	~~Exhibits~~Other Information			26 18

~~Signatures~~ Item 6.	Exhibits	28		18

Signatures				20

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.

Unaudited Condensed Financial Statements

FIRST LIGHT ACQUISITION GROUP, INC.

CONDENSED BALANCE SHEETS ~~(UNAUDITED)~~

September 30,


2021

ASSETS

Current assets
Cash    $ 1,197,342
Prepaid expenses    807,596

Total Current Assets

2,004,938


Marketable securities held in Trust Account    230,000,423

TOTAL ASSETS
   $ 232,005,361

LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS’ EQUITY
(DEFICIT)

Current liabilities
Accrued expenses    $ 38,163
Accrued offering costs    9,738

Total Current Liabilities    47,901
Warrant liability    12,840,000
Forward purchase units liability    42,832
Deferred underwriting fee payable    8,050,000

Total Liabilities


20,980,733

Commitments
   0
Class A Common stock $0.0001 par value; 300,000,000 shares authorized; 23,000,000 shares issued and outstanding subject to possible redemption, at redemption value    230,000,000
Stockholders’ Equity (Deficit)

Preferred stock, $0.0001 par value; 1,000,000 authorized; NaN issued and outstanding    0
Class B Common stock, $0.0001 par value; 30,000,000 shares authorized; 5,750,000 shares issued and outstanding    575
Additional
paid-in
capital
   0
Accumulated deficit    (18,975,947 )

Total Stockholders’ Equity (Deficit)
   (18,975,372 )

TOTAL LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS’ EQUITY
(DEFICIT)

$
232,005,361

~~See accompanying notes to interim condensed financial statements.~~

~~Table of Contents~~


	March 31,			December 31,
	2022			2021
	(unaudited)			(audited)
ASSETS
Current assets
Cash	$	597,522		$	1,062,653
Prepaid expenses – current		434,985			420,908

Total Current Assets		1,032,507			1,483,561
Non-current assets
Marketable securities held in Trust Account		230,023,555			230,004,784
Prepaid expenses – non-current		178,988			280,944

Total Non-current Assets		230,202,543			230,285,728

Total Assets	$	231,235,050		$	231,769,289

LIABILITIES, CLASS A SHARES SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	345,315		$	347,146
Accounts payable		41,518			63,839

Total Current Liabilities		386,833			410,985
Non-Current liabilities
Warrant Liability		5,374,850			7,469,150
Forward purchase unit liability		643,204			521,184
Deferred underwriter fee payable		8,050,000			8,050,000

Total Non-current Liabilities		14,068,054			16,040,334

Total Liabilities		14,454,887			16,451,319
Commitments and Contingencies (Note 8)		0			0
Class A common stock subject to possible redemption, 23,000,000 shares issued and outstanding at redemption value		230,023,555			230,004,784
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding		0—			0—
Class A common stock, $0.0001 par value, 300,000,000 shares authorized; 0 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption)		0—			0
Class B common stock, $0.0001 par value, 30,000,000 shares authorized; 5,750,000 shares issued and outstanding		575			575
Additional paid-in capital		0			0
Accumulated deficit		(13,243,967	)		(14,687,389	)

Total Stockholders’ Deficit		(13,243,392	)		(14,686,814	)

TOTAL LIABILITIES, CLASS A SHARES SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	$	231,235,050		$	231,769,289

~~FIRST LIGHT ACQUISITION GROUP, INC.~~

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

~~CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)~~

For the period from


For the

March 24, 2021 (inception)


Three Months Ended

Through


September 30,

September 30,


2021

2021

Operating costs    $ 1,094,880 $ 1,178,183

Loss from operations


(1,094,880
)

(1,178,183
)
Other income (loss):
Unrealized gain on marketable securities held in Trust Account    423 423
Change in fair value of warrant liability    283,000 283,000
Change in fair value of forward purchase units    (11,832 ) (11,832 )

Other income (loss), net    271,591 271,591

Loss before provision for income taxes    (823,289 ) (906,592 )
Provision for income taxes    0   0

Net Loss

$
(823,289
)

$
(906,592
)

Weighted average shares outstanding of redeemable Class A common stock
   4,000,000 2,300,000

Basic and diluted net income per share, redeemable Class A common stock
   $ 2.89 $ 6.14

Weighted average shares outstanding of Class B common stock
   5,750,000 5,750,000

Basic and diluted net loss per share, nonredeemable Class A and Class B common stock
   $ (2.15 ) $ (2.62 )

~~See accompanying notes to interim condensed financial statements.~~

Table of Contents

FIRST LIGHT ACQUISITION GROUP, INC.

CONDENSED STATEMENT OF OPERATIONS


	For the Three Months Ended March 31, 2022 (unaudited)
Operating costs	$	528,858

Loss from operations		(528,858	)
Other income (expense):
Change in fair value of warrant liability		2,094,300
Change in fair value of forward purchase unit liability		(122,020	)
Interest income on marketable securities held in Trust Account		16,505
Unrealized gain on marketable securities held in Trust Account		2,266

Other income, net		1,991,051

Net income	$	1,462,193

Weighted average shares outstanding of redeemable Class A common stock		23,000,000

Basic and diluted net income per share, redeemable Class A common stock	$	0.05
Weighted average shares outstanding of non-redeemable Class B common stock		5,750,000

Basic and diluted net income per share, non-redeemable Class B common stock	$	0.05

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

Table of Contents

FIRST LIGHT ACQUISITION GROUP, INC.

CONDENSED STATEMENT OF CHANGES IN ~~STOCKHOLDERS’ EQUITY (DEFICIT) AND REDEEMABLE~~ CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT


	Class A Common stock Subject to Possible Redemption				Class B Common stock				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – December 31, 2021 (audited)		23,000,000	$	230,004,784		5,750,000	$	575	$	0	$	(14,687,389	)	$	(14,686,814	)
Remeasurement of Class A common stock to redemption value		—		18,771		—		—		—		(18,771	)		(18,771	)
Net income		—		—		—		—		—		1,462,193			1,462,193

Balance – March 31, 2022 (unaudited)		23,000,000	$	230,023,555		5,750,000	$	575	$	—	$	(13,243,967	)	$	(13,243,392	)

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

Common stock subject to

possible redemption

Common stock

Additional

Total stockholders’

equity and redeemable

Class A common stock


Class A

Class B

paid-in

Accumulated


Shares

Amount

Shares

Amount

capital

deficit

Balance — March 24, 2021 (inception)


0


$
0



0


$
0


$
0

$
0

$
0

Issuance of Class B common stock to Sponsor    —      —      4,605,750    461    19,564 —   20,025
Issuance of Class B common stock to Metric    —      —      1,144,250    114    4,861 —   4,975
Net loss    —      —      —      —      —   (10,000 ) (10,000 )

Balance — April 30, 2021 (audited)


0



0



5,750,000



575



24,425

(10,000
)

15,000


Net loss    —      —      —      —      —   (73,303 ) (73,303 )

Balance — June 30, 2021 (unaudited)


0



0



5,750,000



575



24,425

(83,303
)

(58,303
)

Issuance of Class A common stock    23,000,000    198,363,610    —      —      —   —   —
Excess fair value of founder shares from anchor agreement    —      11,491,876    —      —      — —   —
Deemed capital contribution from issuance of private placement warrants    —      —      —      —      2,081,733 —   2,081,733
Forward purchase units liability    —      —      —      —      (31,000 ) —   (31,000 )
Accretion of Class A redeemable shares    —      20,144,513    —      —      (2,075,158 ) (18,069,355 ) (20,144,513 )
Net loss    —      —      —      —      —   (823,289 ) (823,289 )

Balance – September 30, 2021 (unaudited)


23,000,000


$
230,000,000



5,750,000


$
575


$
0

$
(18,975,947
)

$
(18,975,372
)

~~See accompanying notes to interim condensed financial statements~~

Table of Contents

FIRST LIGHT ACQUISITION GROUP, INC.

CONDENSED STATEMENT OF CASH FLOWS


	For the Three Months Ended March 31, 2022 (unaudited)

Cash Flows from Operating Activities:
Net income	$	1,462,193
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(16,505	)
Unrealized gain on marketable securities held in Trust Account		(2,266	)
Change in fair value of warrant liability		(2,094,300	)
Change in fair value of forward purchase unit liability		122,020
Changes in operating assets and liabilities:
Prepaid expenses		87,879
Accounts payable		(1,831	)
Accrued expenses		(22,321	)
Net cash used in operating activities		(465,131	)
Net Change in Cash		(465,131	)
Cash – Beginning		01,062,653

Cash – Ending	$	597,522

Non-Cash Investing and Financing Activities:
Remeasurement of Class A common stock subject to possible redemption	$	18,711

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

Table of Contents

FIRST LIGHT ACQUISITION GROUP, INC.

~~CONDENSED STATEMENT OF CASH FLOW~~

~~FOR THE PERIOD FROM MARCH 24, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021 (unaudited)~~

Cash Flows used in Operating Activities:

Net loss    $ (906,592 )
Adjustments to reconcile net cash provided by operating activities:
Unrealized gain on short-term investments    (423 )
Change in fair value of warrant liability    (283,000 )
Change in fair value of forward purchase units    11,832
Allocation of deferred offering cost for warrant liability    989,674
Changes in operating assets and liabilities:
Prepaid expenses    (807,596 )
Deferred offering costs    (630,391 )
Accrued expenses    38,163

Net cash used in operating activities


(1,588,333
)

Cash Flows from Investing Activities:

Investment of cash in Trust Account    (230,000,000 )

Net cash used in investing activities


(230,000,000
)

Cash Flows from Financing Activities:

Proceeds from issuance of Class A common stock    230,000,000
Proceeds from sale of
warrants
   5,095,733
Proceeds from promissory note – related party    188,804
Payment of promissory note – related party    (188,804 )
Payments for underwriting fee    (2,335,058 )
Proceeds from issuance of Class B common stock to Sponsor    20,025
Proceeds from issuance of Class B common stock to Metric    4,975

Net cash provided by financing activities


232,785,675


Net Change in Cash


1,197,342

Cash — Beginning of period    0

Cash — End of period
   $ 1,197,342

Supplemental cash flow information
–
Non-Cash
investing and financing activities:

Initial classification of Class A common stock subject to possible redemption    $ 230,000,000

Deferred offering cost included in accrued offering cost    $ 9,738

Initial fair value of warrant liability    $ 12,840,000

Initial fair value of forward purchase units liability    $ 42,832

Deferred underwriter fees liability    $ 8,050,000

~~See accompanying notes to interim condensed financial statements.~~

~~Table of Contents~~

~~FIRST LIGHT ACQUSITION GROUP, INC.~~

NOTES TO FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND PLANS OF BUSINESS OPERATIONS

~~Organization and General~~

First Light Acquisition Group, Inc. (the “Company”) ~~was incorporated~~is a blank check company formed in Delaware on March 24, 2021. The Company ~~is a blank check company~~was formed for the purpose of ~~effecting~~entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a(the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

~~Sponsor and Initial Financing~~

As of ~~September 30, 2021,~~March 31, 2022, the Company had not commenced any operations. All activity through ~~September 30, 2021~~March 31, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates

non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company did not have any activity for the period from March 24, 2021 (inception) through March 31, 2021.

The registration ~~statements~~statement for the Company’s Initial Public Offering ~~were~~was declared effective on September 9, ~~2021.~~2021 (the “Effective Date”). On September 14, 2021, the Company consummated the ~~Initial Public Offering~~IPO of

23,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the exercise by the underwriter of its over-allotment option in the amount of 3,000,000

Units at $10.00 per Unit, generating gross proceeds of ~~$230,000,000,~~$

230,000,000

, which

is ~~described~~discussed in Note 3.

Simultaneously with the closing of the ~~Initial Public Offering,~~IPO, the Company consummated the sale of 3,397,155 ~~warrants (each, a~~Private Placement Warrants (the “Private ~~Placement Warrant” and, collectively, the “Private Placement~~ Warrants”) at a price of

$1.50

per Private ~~Placement~~ Warrant in a private placement to certain funds and accounts managed by First Light Acquisition Group, LLC (the “Sponsor”) and Metric Finance Holdings I, LLC (“Metric”), generating ~~gross~~ proceeds of

$5,095,733 ~~which is described in Note 4.~~

from the sale of the Private Placement Warrants.

~~Transaction costs related to~~Following the ~~consummation~~closing of the IPO on September 14, 2021, ~~amounted to~~

~~$21,527,390, consisting of $2,335,058 of underwriting fees, $8,050,000 of deferred underwriting fees, $11,491,876~~

~~of excess fair value of Founder Shares (as defined below) and~~

~~$640,129~~

~~of other offering costs. In addition, on September 14, 2021, cash of approximately~~

~~$2,081,180 was held outside of the Trust Account (as defined below) and~~

~~was~~

~~available for the payment of offering costs and for working capital purposes.~~

230,000,000

10.00

~~The Trust Account~~

~~Following the closing of the Initial Public Offering on September 14, 2021 (“IPO Closing Date”), an amount of $230,000,000 ($10.00~~ per Unit) from the net proceeds of the sale of the Units in the ~~Initial Public Offering~~IPO and the sale of the Private ~~Placement~~ Warrants was placed in a trust account ~~(the “Trust~~(“Trust Account”)~~. The funds~~, located in the ~~Trust Account~~United States which will be invested ~~only~~ in U.S. government ~~treasury bills~~securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of ~~185~~

180

days or less or in any open-ended investment company that holds itself out as a money market ~~funds investing solely in U.S. Treasuries and~~fund selected by the Company meeting ~~certain~~the conditions ~~under~~of Rule

2a-7

~~under~~ of the Investment Company Act, ~~of 1940,~~ as ~~amended. The~~determined by the Company, will not be permitted to withdraw any of the principal or interest held in the Trust Account except for the withdrawal of interest to pay taxes, if any. The funds held in the Trust Account will not otherwise be released from the trust account until the ~~earliest~~earlier of: ~~(1)~~(i) the ~~Company’s~~ completion of a Business ~~Combination; (2)~~Combination and (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete a Business Combination on or before January 28, 2023 or (B) with respect to any other provision relating to stockholders’ rights or

~~pre-initial~~

~~business combination activity;~~ and ~~(3)~~(iii) the redemption of the Company’s Public Shares if the Company ~~has not completed a~~is unable to complete the initial Business Combination ~~on or before January 28, 2023, subject to applicable law. Based on current interest rates,~~within 24 months from September 14, 2021 (the “Combination Period”), the ~~Company expects that interest earned on~~closing of the ~~trust account will be sufficient to pay taxes.~~Initial Public Offering.

Table of Contents

~~Business Combination~~

Risks and Uncertainties

The Company’s management has broad discretion with respect to the specific application of the net proceeds from the Initial Public Offering, although substantially all of the net proceeds from the Initial Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” means one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding taxes payable on the interest earned on the trust account) at the time of the signing of a definitive agreement in connection with a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination, either (i) in connection with a stockholder meeting called to approve such Business Combination or (ii) by means of a tender offer. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The

~~per-share~~

amount to be distributed to the public stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. As a result, shares of common stock are recorded at their redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”).

The decision as to whether the Company will seek stockholder approval of a Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, in its sole 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 unless a vote is required by law or stock exchange listing requirements. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the shares of common stock voted are voted in favor of a Business Combination. 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 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination.

The Company has until of September 14, 2022 to complete its initial Business Combination. If the Company does not complete a Business Combination
by such date (or March 14, 2023 if the Company were to exercise the two three-month extensions (an “Extension Period”)), it shall (i) cease all
operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to

$100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination by September 14, 2022 or during any Extension Period. Pursuant to the terms of the amended and restated certificate of incorporation and the investment management trust agreement, in order to extend the time available for us to consummate our initial business combination, the sponsor or its affiliates or designees, must deposit into the trust account for each ~~three-month extension, $2,300,000 ($0.10 per share), up to an aggregate of $4,600,000 ($0.20 per share); provided that if as of the time of either extension the Company has publicly filed a Form~~

~~S-4~~

~~F-4~~

registration statement under the Securities Act or a proxy, information or tender offer statement with the SEC in connection with our initial business combination, then no deposit into the trust account or other payment would be required in connection with such extension; provided further that for the three-month extension (if any) following such extension where no deposit into the trust account or other payment has been made, our sponsor or its affiliates or designees would be required to deposit into the trust account $2,300,000.

The initial stockholders have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete its initial Business Combination by September 14, 2022 or during any Extension Period. However, if the initial stockholders acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete its initial Business Combination by September 14, 2022 or during any Extension Period.

~~Table of Contents~~

~~The Sponsor~~Management continues to evaluate the impact of the COVID-19 pandemic and Russia-Ukraine war on the industry and has ~~agreed~~concluded that while it ~~will be liable to the Company if and to the extent any claims by a third party (other than~~is reasonably possible that such could have negative effects on the Company’s ~~independent auditors)~~financial position, results of its operations, and/or search for ~~services rendered or products sold to~~a target company, the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Accountspecific impacts are not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the ~~liquidation~~outcome of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to have all third parties, including, but not limited to, all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses and other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claims of any kind in or to any monies held in the Trust Account.these uncertainties.

Going Concern

As of ~~September 30,~~March 31, 2022 and December 31, 2021, the Company had ~~$1,197,342 in~~$597,522 and $1,062,653 operating cash, respectively, and working capital of ~~$1,957,037.~~$645,674 and $1,072,576, respectively.

The Company’s liquidity needs up to ~~September 30, 2021~~March 31, 2022 had been satisfied through a payment from the Sponsor and Metric of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “

~~ounder~~

~~hares”~~“Founder Shares”) (see Note 5), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on an unsecured promissory note to pay certain offering costs.

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor is committed to extend Working Capital Loans as needed (defined in Note 5 below). The Company cannot assure that its plans to consummate an initial Business Combination will be successful. In addition, management is currently evaluating the impact of the

COVID-19

pandemic and its effect on the Company’s financial position, results of its operations and/or search for a target company.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date ~~this~~these financial ~~statement is~~statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Ordinary Shares Subject to Possible Redemption~~

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as stockholders’ equity. The Company’s Ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional

~~paid-in~~

~~capital, or in the absence of additional capital, in accumulated deficit. On September 14, 2021, the Company recorded an accretion of $20,144,513, $2,075,158 of which was recorded in additional~~

~~paid-in~~

~~capital and $18,069,355 was recorded in accumulated deficit.~~

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Basis of Presentation

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

10-Q

and ~~regulations~~ Article 8 of Regulation

S-X

of the ~~U.S.~~ Securities and Exchange Commission ~~(“SEC”~~(the “SEC”). In the opinion of the Company, the condensed unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2021, and its results of operations for the three months ended September 30, 2021 and for the period from March 24, 2021 (inception) to September 30, 2021. Certain information or footnote disclosures normally included in financial statements prepared in accordance with ~~U.S.~~ GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

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

10-K

for the year ended December 31, 2021 as filed with the SEC on March 30, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021 is derived from the audited financial statements presented in the Company’s Annual Report on Form

10-K

for the year ended December 31, 2021. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods

Emerging Growth Company

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

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

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of ~~the condensed~~these financial statements in conformity with U.S. GAAP requires ~~the Company’s~~ management to make judgments, estimates and assumptions that affect the amounts reported ~~amounts of assets~~in the consolidated financial statements and ~~liabilities and disclosure of contingent assets and liabilities at~~accompanying notes in the ~~date~~reported period. While the significant estimates made by management in the preparation of the financial statements are reasonable, prudent, and evaluated on an ongoing basis, actual results may differ materially from those estimates. The information below outlines several accounting policies applied by the ~~reported amounts~~Company in preparing its financial statements that involve complex situations and judgment in the development of ~~revenues~~significant estimates and ~~expenses during the reporting period.~~assumptions.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 ~~$1,197,342~~$597,522 and

~~25,000~~ $1,062,653 of operating cash and 0 cash equivalents as of ~~September 30,~~March 31, 2022 and December 31, 2021, ~~and April 30,~~

~~202~~

1respectively.

~~respectively.~~

Cash Held in Trust Account

Following the closing of the Initial Public Offering on September 14, 2021, an amount of $230,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

2a-7

under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 12 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or

pre-initial

Business Combination activity; or (iii) absent an initial Business Combination within 12 months from the closing of the Initial Public Offering,

or during any Extension Period, the return of the funds held in the Trust Account to the public shareholders as part of redemption of the public shares. The Company had $230,023,555 and $230,004,784 of cash held in the trust account as of March 31, 2022 and December 31, 2021, respectively.

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~~Marketable Securities Held in Trust Account~~

At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in United States Treasury securities. Through September 30, 2021, the Company has not withdrawn any monies from the Trust Account.

Offering Costs Associated with IPO

The Company complies with the requirements of the ASC

340-10-S99-1

and SEC Staff Accounting Bulletin (“SAB”) Topic ~~5A - ”Expenses~~5A—”Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on September 14, 2021, offering costs totaling ~~$22,517,064~~$22,517,063 (consisting of $2,335,058 of underwriting fee, $8,050,000 of deferred underwriting fee (see Note 8), $640,129 of actual offering costs, and $11,491,876 of excess fair value of

~~ounder~~

~~hares)~~ Founder Shares) were recognized with $989,674 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and ~~$21,527,390~~$21,527,389 included in additional

~~as a reduction to proceeds from the Offering.~~paid-in

capital.

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 480.~~Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that ~~features~~feature redemption rights that isare either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s ~~Class A~~ common stock ~~features~~feature 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 ~~September 30,~~March 31, 2022 and December 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption is presented, at redemption value, as temporary equity, outside of the ~~stockholders’ equity~~shareholders’ deficit section of the Company’s balance sheet.

paid-in

capital, or in the absence of additional capital, in accumulated deficit. The Company recorded accretion of $18,771 for the three months ended March 31, 2022 and $31,641,174 for the period from March 24, 2021 (inception) through December 31, 2021 to remeasure Class A common stock subject to possible redemption to redemption value of $230,023,555

and $230,004,789 as of March 31, 2022 and December 31, 2021, respectively.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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. There were 0 unrecognized tax benefits and 0 amounts accrued for interest and penalties as of ~~September 30, 2021~~March 31, 2022 and ~~April 30, 202~~

.December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.

The provision for income taxes was deemed to be de minimis for the three months ended March 31, 2022.

Net ~~Loss~~Income per Share

Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at September 30, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company ~~has not considered the effect~~complies with accounting and disclosure requirements of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 14,897,155 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented.

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ASC Topic 260, “Earnings Per Share”. The ~~Company’s statement~~statements of operations ~~includes~~include a presentation of ~~net earnings (loss)~~income per ~~share for common shares subject to possible redemption and applies the~~

~~two-class~~

~~method in calculating net earnings (loss) per share. Net earnings per common share, basic and diluted, for~~ Class A redeemable common stock and loss per

non-redeemable

common stock following the

two-class

method of income per common stock. In order to determine the net income attributable to both the Class A redeemable common stock and

non-redeemable

common stock, the Company first considered the total income allocable to both sets of stock. This is calculated ~~by dividing~~using the ~~allocable interest~~total net income ~~earned on~~less any dividends paid. For purposes of calculating net income per share, any remeasurement of the ~~Trust Account, net of applicable franchise and income taxes, by the weighted average number of~~ Class A common stock subject to possible redemption ~~outstanding since original issuance. Net loss per share, basic and diluted, for Class A and Class B~~

~~non-redeemable~~

~~common stock is calculated by dividing~~was treated as dividends paid to the ~~net loss, adjusted for income attributable to Class A redeemable common stock, by the weighted average number of Class A and Class B~~public stockholders.

~~non-redeemable~~

~~common stock outstanding for the period. Class B~~

~~non-redeemable~~

~~common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.~~

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

For the Period From


March 24, 2021 (inception)


Three Months Ended

Through


September 30, 2021

September 30, 2021

Net loss    $ (823,289 )    $ (906,592 )
Accretion of temporary equity to redemption value    (20,144,513 )    (20,144,513 )

Net loss including accretion of temporary equity to redemption value
$
(20,967,802
)

$
(21,051,105
)


	Three Months Ended
	March 31, 2022
Net income for the three months ended March 31, 2022	$	1,462,193
Accretion of temporary equity to redemption value		(18,771	)

Net income including accretion of temporary equity to redemption value	$	1,443,422


	Three Months Ended March 31, 2022
	Class A			Class B
Total number of shares		23,000,000			5,750,000
Ownership percentage		80	%		20	%
Allocation of net income based on ownership percentage	$	1,169,755		$	292,439
Less: Allocation of accretion based on ownership percentage		(15,017	)		(3,754	)
Plus: Accretion applicable to Class A redeemable shares		18,771			0

Total income by Class	$	1,173,509		$	288,684

Weighted average shares outstanding		23,000,000			5,750,000
Income per share	$	0.05		$	0.05

For the Period From


March 24, 2021 (inception)


Three Months Ended

Through


September 30, 2021

September 30, 2021


Class A

Class B

Class A

Class B

Basic and diluted net income (loss) per share:
Numerator:

Allocation of net loss including accretion of temporary equity    $ (8,602,175 )    $ (12,365,627 )    $ (6,014,601 )    $ (15,036,504 )
Accretion of temporary equity to redemption value    20,144,513    0      20,144,513    0

Allocation of Net income (loss)    $ 11,542,338    $ (12,365,627 )    $ 14,129,912    $ (15,036,504 )

Denominator:

Weighted average shares outstanding    4,000,000    5,750,000    2,300,000    5,750,000
Basic and diluted net income (loss
)
per share
   $ 2.89    $ (2.15 )    $ 6.14    $ (2.62 )

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Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

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

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. 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:

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

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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.

Derivative Financial Instruments

~~Warrants Exercisable~~

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for ~~Class A Common Stock~~as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrant Liability

The Company ~~accounted~~accounts for warrants for the ~~14,897,155 warrants issued in connection with~~Company’s common stock that are not indexed to its own shares as liabilities at fair value on the Initial Public Offering and the Private Placement Warrants (collectively, the “Warrants”) as either equity-classified or liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”).balance sheet. The ~~assessment considers whether the~~ warrants are ~~freestanding financial instruments pursuant~~subject to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to

~~re-measurement~~

remeasurement at each balance sheet ~~date. With each such~~

~~re-measurement,~~

~~the warrant liability will be adjusted to fair value, with the~~date and any change in fair value is recognized as a component of other income (expense), net in the ~~Company’s~~ statement of operations. The Company will ~~reassess~~continue to adjust the ~~classification at each balance sheet date. If~~liability for changes in fair value until the ~~classification changes as a result of events during the period, the warrants will be reclassified as~~earlier of the ~~date~~exercise or expiration of the ~~event~~ordinary share warrants. At that ~~causes~~time, the ~~reclassification.~~portion of the warrant liability related to the ordinary share warrants was reclassified to additional

paid-in

capital.

Related Parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU

No. 2020-06,

“Debt—Debt with Conversion and Other Options (Subtopic

470-20)

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

815-40):

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

2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU

2020-06

removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU

2020-06

is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU

2020-06

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

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

NOTE 3. INITIAL PUBLIC OFFERING

On September 9, 2021, pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and

one-half

of one

~~rede~~

~~able warrant~~

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

An aggregate of $10.00 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

As of September 14, 2021, $230,000,000 of the IPO proceeds was held in the Trust Account. In addition,

$2,081,180

of cash is not held in the Trust Account and is available for working capital purposes.

Transaction costs of the IPO amounted to $22,517,064 consisting of $2,335,058 of underwriting discount, $8,050,000 of deferred underwriting discount, $640,129 of actual offering costs, and $11,491,877 of excess fair value of founder shares over the purchase price.

NOTE 4. PRIVATE PLACEMENT

~~Simultaneously~~

The Company entered into an agreement with the ~~closing of the Initial Public Offering,~~Sponsor and Metric pursuant to which the Sponsor and Metric purchased an aggregate of 3,397,155 Private Placement Warrants, at a price of $1.50 per ~~warrant ($5,095,733 in the aggregate)~~Private Placement Warrant, or $5,095,733, in a private ~~placement.~~placement that occurred simultaneously with the

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closing of the Initial Public Offering. Each ~~whole private placement warrant (the “Private~~Private Placement ~~Warrants”)~~Warrant is exercisable ~~for~~to purchase 1 ~~whole~~

share of

~~Class A~~ common stock at aan exercise price of $11.50 per ~~share.~~share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering ~~to be~~ held in the Trust Account. If the Company does not

complete

a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. ~~The Private Placement Warrants are~~

~~non-redeemable~~

(except as described in Note 7 below under “—Redemption of warrants for Class A common stock when the price per Class A common stock equals or exceeds $10.00”) and exercisable on a cashless basis so long as they are held by the Sponsor, Metric or their respective permitted transferees.

The Sponsor, officers, directors and Metric have entered into letter agreements with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the consummation of the Business Combination and a stockholder vote to approve an amendment to the Amended and Restated Certificate of Incorporation that would modify (A) the substance or timing of the Company’s obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of its Public Shares if the Company does not consummate the Business Combination within 12 months (or up to 18 months if the Company were to exercise the two three-month extensions as described in the prospectus) from the closing of the Initial Public Offering or (B) any other provision relating to the rights of holders of shares of Class A common stock or

~~pre-initial~~

business combination activity and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate the Business Combination within 12 months (or up to 18 months if the Company were to exercise the two three-month extensions as described in the prospectus) from the closing of the Initial Public Offering (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 its Business Combination within the prescribed time frame). If the Company submits its Business Combination to its public stockholders for a vote, the Company will complete the Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination.

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NOTE 5. RELATED PARTY TRANSACTIONS

Founder shares

~~In April~~

On March 24, 2021, the ~~Company issued an aggregate of~~Sponsor and Metric purchased 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) ~~to the Sponsor and Metric~~ for an aggregate purchase price of $25,000. This amount was paid on behalf of the Company to cover certain expenses. The number of Founder Shares will collectively represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering.

The Sponsor and ~~Metric~~the Company’s directors and executive officers have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of

~~their~~

the Founder Shares until the ~~earliest to occur of:~~earlier of (A) one year after the ~~consummation~~completion of ~~the Company’s initial~~a Business ~~Combination;~~Combination and (B) subsequent to ~~the Company’s initial~~a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock ~~dividends,~~ reorganizations, recapitalizations and the like) for any 20 trading days within any

~~any~~ 30-trading

day

period commencing at least ~~150~~120 days after ~~the Company’s~~a Business ~~Combination; and (C) subsequent to the Company’s initial Business~~ Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, stock exchange, reorganization or other similar transaction that results in all of the ~~Public Stockholders~~Company’s shareholders having the right to exchange their shares of ~~the Company’s~~ Class A common stock for cash, securities or other property.

The Founder Shares will automatically convert into shares of Class A common stock upon consummation of a Business Combination on a

one-for-one

basis, subject to certain adjustments, as described in Note 6.

In connection with the closing of the Initial Public Offering,

certain

anchor investor acquired from the Sponsor and Metric in the aggregate 1,452,654 Founder Shares at the original purchase price that the Sponsor and Metric paid for the Founder Shares. Each anchor investor has agreed with the Sponsor and Metric that, if it does not purchase in the Initial Public Offering the number of Units in its indication of interest, it will automatically forfeit its interest in all such Founder Shares.

The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities was expensed as incurred in the statement of operations. Offering costs allocated to the Public Shares were charged to ~~stockholder’s~~stockholders’ equity upon the completion of the Initial Public Offering.

Promissory note-related party

In March 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note is

is non-interest

bearing

and is payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The Company had borrowed $188,804 under the Note and repaid the outstanding amount in full on September 14, 2021. As of ~~September 30,~~March 31, 2022 and December 31, 2021, the Company does 0t have any amounts outstanding under the note.

Related party loans

In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Further, if the Sponsor elects to extend the period of time to consummate an initial Business Combination beyond 12 months, the Sponsor (or its affiliates or designees) may loan to the Company additional funds as described in the prospectus (the “Extension Loans”, together with the Working Capital Loans, the “Company Loans”). Such Company Loans would be evidenced by promissory notes. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Company Loans but no proceeds held in the Trust Account would be used to repay the Company Loans. As of ~~September 30,~~March 31, 2022 and December 31, 2021, no0 such Company Loans were outstanding.

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Administrative support agreement

~~Commencing~~

The Company has the option, commencing on ~~September 13, 2021 and until completion~~the date that the Company’s securities are first listed on a U.S. national securities exchange through the earlier of the Company’s ~~initial business combination or~~consummation of a Business Combination and its liquidation, ~~the Company may reimburse~~to pay an affiliate of the Sponsor ~~up to an amount~~a total of $10,000 per month for office space, secretarial, and administrative ~~support and services.~~support.

NOTE 6. STOCKHOLDERS’ EQUITY

Preferred ~~stock~~

.stock-The

~~-The~~ Company is authorized to issue up to 1,000,000 shares of $0.0001 par value preferred stock. At ~~September 30,~~March 31, 2022 and December 31, 2021, there were 0 preferred shares issued or outstanding.

Class

A common ~~stock~~

.stock. The Company is authorized to issue up to 300,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At ~~September 30,~~March 31, 2022 and December 31, 2021, there were 0 shares of Class A common stock issued and outstanding, except for 23,000,000 shares of Class A common stock ~~issued or outstanding.~~

~~Class~~

subject to possible redemption.

Class B common ~~stock~~

.stock. The Company is authorized to issue up to 30,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At ~~September 30,~~March 31, 2022 and December 31, 2021, there were 5,750,000 Class B common stock issued and outstanding.

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The shares of Class B common stock (founder shares) will automatically convert into shares of Class A common stock at the time of ~~the~~a Business Combination on

a one-for-one basis,

subject to ~~adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like.~~adjustment. In the case that additional shares of Class A common stock, or ~~equity linked~~equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering ~~in connection with~~and related to the closing of ~~the~~a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of ~~at least~~ a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an

as-converted

basis, ~~20%~~

% of the sum of ~~(A)~~ the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and ~~shares of Class B common stock outstanding upon completion of the Initial Public Offering, plus (B) the total number of shares of Class A common stock~~equity-linked securities 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 initial~~a Business Combination ~~(including any forward purchase shares but excluding any forward purchase warrants), excluding~~(excluding any shares ~~of Class A common stock, shares of Class B common stock~~ or ~~equity-linked~~equity- linked securities ~~exercisable for or convertible into shares of Class A common stock~~ issued, or to be issued, to any seller in ~~the initial~~a Business ~~Combination and any warrants issued upon conversion of any loans extended to the Company by the Sponsor, its affiliates or designees or any of the Company’s directors or officers.~~Combination).

~~The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.~~

NOTE 7. ~~WARRANT LIABILITIES~~WARRANTS

The Company accounted for 14,897,155 warrants issued in connection with the Initial Public Offering (the 11,500,000 warrants included in the units and the 3,397,155 private placement warrants) in accordance with the guidance contained in

~~ASC 815-40. Such~~

guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. Offering costs were allocated to the Class A common stock and Public Warrants, and the

~~costs~~

~~allocated to the Public Warrants were expensed immediately. This liability is subject~~

~~to re-measurement at~~

~~each balance sheet date. With each~~

~~such re-measurement, the~~

~~warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.~~

~~Warrants~~

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

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The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a ~~Public Warrant~~warrant and will have no obligation to settle such ~~Public Warrant~~warrant exercise unless a registration statement under the Securities Act ~~covering~~with respect to the ~~issuance~~shares of ~~the~~ Class A common stock ~~issuable upon exercise of~~underlying the ~~Public Warrants~~warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to ~~registration.~~registration, or a valid exemption from registration is available. No ~~Public Warrant~~warrant will be exercisable, ~~for cash or on a cashless basis,~~ and the Company will not be obligated to issue any shares ~~to holders seeking to~~of Class A common stock upon exercise ~~their Public Warrants,~~of a warrant unless the ~~issuance~~share of ~~the shares~~Class A common stock issuable upon such warrant exercise ishas been registered, qualified or ~~qualified~~deemed to be exempt under the securities laws of the state of residence of the ~~exercising~~registered holder ~~or an exemption from registration is available.~~of the warrants.

The Company

has agreed that as soon as practicable, but in no event later than

business days after the closing of ~~the initial~~a Business Combination, it will use its ~~best~~commercially reasonable efforts to file with the SEC a registration statement ~~covering~~for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause ~~such registration statement~~the same to become effective and to maintain the effectiveness of such registration statement and a current prospectus relating thereto, until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any other 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.within

~~The Company has agreed that as soon as practicable, but in no event later than 15~~ business days after the closing of ~~the initial~~a Business Combination, the Company will use its best efforts to file, and within 60 business days after the closing of the initial Business Combination to have declared effective, a registration statement covering the shares of the Class A common stock issuable upon exercise of the Public Warrants, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of ~~the~~ Class A common stock until the ~~Public Warrants~~warrants expire or are ~~redeemed;~~redeemed, as specified in the warrant agreement; provided that if the Class A common stock is at the time of any exercise of a ~~Public Warrant~~warrant not listed on a national securities exchange such that ~~it satisfies~~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 ~~as described above~~ and, in the event the Company so elects, itthe Company will not be required to file or maintain in effect a registration statement, but ~~the Company~~it will use its ~~best~~commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the ~~sale of the~~ shares of ~~the~~ Class A common stock issuable upon exercise of the ~~Public Warrants~~warrants is not effective by the 60th business day after the closing of ~~the initial~~a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any ~~other~~ 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, but the Company will use its ~~best~~commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

If the warrants were to be exercised on a “cashless basis” either at the option of the holder or the Company as described above, each holder would surrender the warrants for that number of shares of the Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the average last reported sale price of Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent from the holder of such warrants or its securities broker or intermediary.

Redemption of warrants when the price per ~~share of~~ Class

common stock equals or exceeds ~~$18.00~~$18.00.

. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

in whole and not in part;

at a price of $0.01

per ~~Public Warrant;~~warrant;

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

if, and only if, the last reported sale price of the Class A common stock ~~equals or exceeds $18.00 per Public Share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)~~ for any

20 trading days within

30-trading

~~30-trading~~ day

period ending on the third trading day prior to the date on which the Company ~~sends~~will send the notice of redemption to the warrant ~~holders.~~

holders (referred to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Redeemable Warrants — Public Shareholders’ Warrants — Anti-dilution Adjustments”).

Redemption of warrants when the price per ~~share of Class~~

Class A common stock

equals or exceeds ~~$10.00~~$10.00.

. Once the Public Warrants become exercisable, the Company may redeem the ~~outstanding~~ Public Warrants:

in whole and not in part;

at $0.10 per ~~warrant~~ warrant;

upon a minimum of 30

days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares ~~determined by reference to an agreed table~~ based on the redemption date and the ~~“fair~~fair market ~~value”~~value of the Class A common stock;

if, and only if, the ~~last reported sale~~Reference Value (as defined above under “— Redemption of warrants when the price per share of ~~the~~our Class A common stock equals or exceeds $18.00”) equals or exceeds $10.00 per ~~Public Share~~share (as ~~adjusted)~~adjusted for ~~any 20 trading days within~~

~~the 30-trading day~~

~~period ending on the third trading day prior~~adjustments to the ~~date on which~~number of shares issuable upon exercise or the ~~Company sends~~exercise price of a warrant as described under the ~~notice of redemption to the warrant holders;~~heading “— Anti-dilution Adjustments”); and

if the ~~last reported sale price of the Class A common stock for any 20 trading days within~~

~~a 30-trading day~~

~~period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders~~Reference Value is less than $18.00 per share (as ~~adjusted)~~adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”), the ~~Private Placement Warrants~~private placement warrants must also be concurrently called for redemption on the same terms as the outstanding ~~Public Warrants,~~public warrants, as described above.

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

~~The exercise price and number~~

Table of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company calls the Public Warrants for redemption, the board of directors of the Company 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. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.Contents

In addition, if (x) the Company issues additional shares of ~~the~~ Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of ~~its initial~~a Business Combination at an issue price or effective issue price of less than ~~$9.20~~

$9.20 per

share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor ~~Metric, the anchor investors~~ or ~~any of their~~its affiliates, without taking into account any Founder Shares held by the Sponsor ~~Metric, the anchor investors~~ or ~~any of their~~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 Company’s initial~~a Business Combination on the date of the consummation of ~~such initial~~a Business Combination (net of redemptions), and (z) the ~~volume-weighted~~volume weighted average trading price ~~per share~~ of the ~~Company’s~~shares of Class A common stock during the

trading day period starting on the trading day prior to

the

day on which the Company consummates ~~its initial~~a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to

115%

of the higher of the Market Value and the Newly Issued Price, the

$18.00 per

share redemption trigger price and the “Redemption of Warrants when the price per share of Class A common stock equals or exceeds

$10.00

” described above will be adjusted (to the nearest cent) to be equal to

180%

of the higher of the Market Value and the Newly Issued Price, and the ~~$10.00 and $18.00~~

$10.00

per

share redemption trigger ~~prices~~price described ~~above will be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.~~above.

The Private Placement Warrants are identical to the Public Warrants ~~included in~~underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of ~~the~~ Class A common stock ~~issued or~~ issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or ~~salable~~saleable until

days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants ~~will~~

beare exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable ~~under~~

~~certain redemption scenarios by the Company~~ so long as they are held by the ~~Sponsor, Metric~~initial purchasers or their ~~respective~~ permitted ~~transferees.~~transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock). If the Private Placement Warrants are held by ~~holders~~someone other than the ~~Sponsor, Metric~~initial purchasers or their ~~respective~~ permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

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If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A common stock and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding Class A common stock, the holder of

~~each~~

warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant had been exercised and accepted and all of the Class A common stock held by such holder had been purchased pursuant to the offer, subject to adjustments. If less than 70% of the consideration receivable by the holders of the Class A common stock in the applicable event is payable in the form of common equity in the successor entity that is listed for trading on a national securities exchange or is quoted in an established

~~over-the-counter~~

market, or is to be so listed for trading or quoted immediately following such event, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets.

The Company accounts for the 14,897,155 warrants that were issued in connection with the Initial Public Offering (comprised of the 11,500,000 Public Warrants and the 3,397,155 Private Placement ~~Warrants as liabilities~~Warrants) in accordance with the guidance contained in ASC

~~ASC 815-40, Derivatives~~815-40.

~~and Hedging—Contracts in Entity’s Own Equity. Because the Company does not control the occurrence of events, such as a tender offer or exchange,~~Such guidance provides that ~~may trigger cash settlement of the warrants where not all of the stockholders also receive cash,~~because the warrants do not meet the criteria for equity treatment thereunder, ~~as such, the warrants~~each warrant must be recorded as ~~derivative~~a liability.

~~Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of~~

~~a “fixed-for-fixed” option~~

~~as defined under~~

~~ASC 815-40, and~~

~~thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting.~~

The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the ~~issuance~~closing of the ~~warrants at the IPO Closing Date.~~Initial Public Offering. Accordingly, the Company ~~classified~~classifies each warrant as a liability at its fair ~~value. The Public Warrants~~value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair ~~value determined by a lattice model and Monte Carlo simulation. The warrant~~value. This liability is subject to

to re-measurement

each balance sheet date. With each such

~~such~~ re-measurement,

the

warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification ~~of the warrants~~ at each balance sheet date.

If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

NOTE 8. ~~Commitments and Contingencies~~COMMITMENTS AND CONTINGENCIES

Registration ~~rights~~and Shareholder Rights

The holders of the Founder Shares ~~(including the anchor investors),~~and Private Placement Warrants (and ~~holders~~any shares of ~~their component securities, as applicable)~~Class A common stock issuable upon the exercise of the Private Placement Warrants and ~~any~~ warrants that may be issued upon conversion of the ~~Company~~Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights and ~~stockholder rights~~shareholder agreement to be signed prior to or on the effective date of ~~the registration statement relating to~~ the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). ~~On and after the date the Company consummates an initial Business Combination, the~~The holders ~~of at least a majority~~ of these securities ~~are~~will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the ~~consummation~~completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable

lock-up

period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Pursuant to the forward purchase agreement, the Company has agreed (a) to use commercially reasonable efforts to file within 30 calendar days after the closing of the initial business combination a registration statement with the SEC for a secondary offering of the forward purchase securities, (b) to use commercially reasonable efforts to cause such registration statement to be declared effective as soon as practicable thereafter but no later than the earlier of (i) the 90th calendar day (or 120th calendar day if the SEC notifies us that it will “review” the registration statement) following the closing of the initial business combination and (ii) the 10th business day after the date we are notified by the SEC that the registration statement will not be “reviewed” or will not be subject to further review and (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the

~~date on which Franklin, defined below, or its assignees cease to hold the securities covered thereby,~~

~~(B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (C)~~

~~years from the effective date of the registration statement. The Company will bear the cost of registering these securities.~~

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Underwriter’s agreement

The Company granted the underwriter ~~exercised in full~~a

45-day

option from the ~~over-allotment option~~date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting ~~discount.~~discount, which the underwriter exercised in full on September 14, 2021. The underwriter was ~~entitled to initial~~paid a cash underwriting ~~commission~~discount of $2,335,058 in the aggregate, paid ~~upon~~on the closing of the Initial Public Offering. In addition, the underwriter is entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee ~~will become~~is payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

The Company accounted for the 14,897,155 warrants to be issued in connection with the Initial Public Offering (the 11,500,000 Public Warrants and the 3,397,155 Private Placement Warrants), in accordance with the guidance contained in

~~ASC 815-40. Such~~

~~to re-measurement at~~

~~each balance sheet date. With each~~

~~such re-measurement, the~~

~~warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. See Note 7. Warrant Liabilities.~~

Forward Purchase Agreement

In August 2021, the Company has entered into a forward purchase agreement with Franklin Strategic ~~Series—~~Series – Franklin Small Cap Growth Fund (the “forward purchase agreement”), a Delaware statutory trust (“Franklin”), whereby Franklin has agreed to purchase (subject to certain conditions set forth therein) 5,000,000 shares of Class A common stock plus 2,500,000 forward purchase warrants, exercisable to purchase

1 s

~~hare~~

share of Class A common stock

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at $11.50 per share, for an aggregate purchase price of $50,000,000, or $10.00 for one share of Class A common stock and

one-half

of one warrant, in a private placement to occur concurrently with the closing of the initial business combination. The obligations under the forward purchase agreement do not depend on whether any shares of Class A common stock are redeemed by the Company’s public stockholders.

Subject to certain conditions set forth in the forward purchase agreement, Franklin may transfer the rights and obligations under the forward purchase agreement, in whole or in part, to forward transferees, provided that upon such transfer the forward transferees assume the rights and obligations of Franklin under the forward purchase agreement. The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in the Company’s initial Business Combination, for expenses in connection with its initial Business Combination or for working capital in the post-transaction company.

The Company ~~accounted~~accounts for the forward purchase agreement in accordance with the guidance in ASC

815-40

~~and expects to account for such agreement~~ as derivative liability. The liability is subject to

to re-measurement

each balance sheet date, with changes in fair value recognized in the statement of operations.

NOTE 9. FAIR VALUE MEASUREMENTS

~~The Company follows~~At March 31, 2022 and December 31, 2021, the Company’s warrant liability was valued at $5,374,850 and $7,469,150, respectively. Under the guidance in ASC ~~820~~

815-40,

the Public Warrants and the Private Placement Warrants do not meet the criteria for ~~its~~equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to

re-measurement

at each balance sheet date. With each

re-measurement,

the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The following table presents fair value information as of March 31, 2022 and December 31, 2021, of the Company’s financial assets and liabilities that ~~are~~

~~re-measured~~

~~and reported~~were accounted for at fair value ~~at each reporting period,~~on a recurring basis and

~~non-financial~~

~~assets and liabilities that are~~

~~re-measured~~

~~and reported at~~ indicates the fair value ~~at least annually.~~hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability and forward purchase unit liability are classified within Level 3 of the fair value hierarchy. The Company’s transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement as a result of the Public Warrants detaching from the Units and becoming separately tradable:


	Forward Purchase		Public		Private Placement			Total Level 3
	Units		Warrants		Warrants			Financial Instruments
Level 3 financial instruments as of December 31, 2021		521,184		0		1,718,000			2,239,184
Change in fair value		122,020		—		(482,000	)		(359,980	)

Level 3 financial instruments as of March 31, 2022	$	643,204	$	0	$	1,236,000		$	1,879,204

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

~~Level 1:~~

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

~~Table of Contents~~

~~Level 2:~~

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

~~Level 3:~~

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

Level 1 assets and liabilities at fair value is comprised of Cash and Cash held in the Trust Account. The company has no other Level 1 assets or liabilities at fair value and no Level 2 assets or liabilities at fair value at September 30, 2021 and April 30, 202

~~. The Company has warrants exercisable for Class A common stock with a fair value of $12,800,000 and $0 as of September 30, 2021 and April 30, 202~~

, respectively. The Private Placement Warrants, Public Warrants, and Forward Purchase Liability are classified as Level 3 based on a valuation model that utilizes both observable and unobservable inputs. Observable inputs include market prices of warrants issued by other special purpose acquisition companies and unobservable inputs include model adjustments for valuation uncertainty pertaining to the probability of the Company consummating a Business Combination. There were no transfers into or out of Level 3 within the fair value hierarchy during the three and six month periods ended September 30, 2021. The following table provides a summary of the changes in fair value of the Company’s Level 3 assets and liabilities for the nine months ended September 30, 2021.

Private Placement Warrants

Exercisable for
Class A common

stock

Public Warrants

Forward Purchase
Liability

Balance March 24, 2021 (inception)
   $ 0—      $ 0—      $ 0—
Change in fair value of warrant issuance    3,014,000    10,109,000    31,000

Fair Value at September 14, 2021
   3,014,000    10,109,000    31,000
Change in fair value of warrant liability    (58,000 )    (225,000 )    11,832

Fair Value at September 30, 2021
   $ 2,956,000    $ 9,884,000    $ 42,832

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

Description

Level

September 30, 2021

Assets:
Marketable securities held in Trust Account    1    $ 230,000,423
Liabilities:
Public warrants    3    $ 9,884,000
Private warrants    3    $ 2,956,000
Forward Purchase Liability    3    $ 42,832


	March 31, 2022
	Level 1		Level 2		Level 3
Assets
Cash and marketable securities held in trust account	$	230,023,555	$	—	$	—
Liabilities
Public Warrants	$	4,138,850	$	—	$	—
Private Placement Warrants	$	—	$	—	$	1,236,000
Forward Purchase Units	$	—	$	—	$	643,204


	December 31, 2021
	Level 1		Level 2		Level 3
Assets
Cash and marketable securities held in trust account	$	230,004,784	$	—	$	—
Liabilities
Public Warrants	$	5,751,150	$	—	$	—
Private Placement Warrants	$	—	$	—	$	1,718,000
Forward Purchase Units	$	—	$	—	$	521,184

Table of Contents

The following table presents the changes in the fair value of financial instruments from December 31, 2021 through March 31, 2022:


	Public Warrants			Private Placement Warrants			Forward Purchase Units
Derivative warrant liabilities as of December 31, 2021		5,751,150			1,718,000			521,184
Change in fair value		(1,612,300	)		(482,000	)		122,020

Derivative warrant liabilities as of March 31, 2022	$	4,138,850		$	1,236,000		$	643,204

Measurement

The Company established the initial fair value for the warrants on September 14, 2021, the date of the consummation of the Company’s IPO. The Company used a lattice model and Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of 1 share of Class A common stock and

one-half

of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date.

~~Table of Contents~~

Net Loss per Common Stock

The ~~Company’s statements~~Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statement of operations ~~include~~includes a presentation of income (loss) per Class A redeemable common stock and loss per

non-redeemable

common stock following the

two-class

method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and

non-redeemable

common stock, the Company first considered the total income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, ~~for~~any remeasurement of the Class A common stock subject to possible redemption ~~in a manner similar~~was treated as dividends paid to the

~~two-class~~

~~method of~~ public stockholders. Subsequent to calculating the total income (loss) ~~per common stock. Net income per~~allocable to both sets of stock, the Company split the amount to be allocated using a ratio of 80% for the Class A redeemable common stock ~~basic~~ and ~~diluted,~~20% for ~~redeemable Class A~~ the

non-redeemable

common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net loss per common stock, basic and diluted, for

~~non-redeemable~~

Class A and Class B common stock is calculated by dividing the net income (loss), adjusted for income attributable to Class A common stock subject to possible redemption, by the weighted average number of

~~non-redeemable~~

~~Class A and Class B common stock outstanding~~ for the ~~period.~~

~~Non-redeemable~~

~~Class B common stock include~~period three months ended March 31, 2022, reflective of the ~~Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account.~~respective participation rights.

Warrant Liability

The Company accounted for the 14,897,155 warrants issued in connection with the Initial Public Offering and the Private Placement Warrants (collectively, the “Warrants”) as either equity-classified or liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

re-measurement

at each balance sheet date. With each such

re-measurement,

the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU

No. 2020-06,

“Debt—Debt with Conversion and Other Options (Subtopic

470-20)

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

815-40):

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

2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU

2020-06

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

Our management does not believe that there are any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our balance sheet.

~~Off-Balance~~

~~Sheet Arrangements~~

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

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

~~off-balance~~

sheet arrangements as of September 30, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating

~~off-balance~~

~~sheet arrangements. We have not entered into any~~

~~off-balance~~

~~sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any~~

~~non-financial~~

~~assets.~~

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

~~We are a~~Not required for 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~~

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.companies.

Item 4.

Controls and Procedures

~~Table of Contents~~

Evaluation of Disclosure Controls and Procedures

As required by Rules

13a-15

and

15d-15

under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~September 30, 2021.~~March 31, 2022. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules

~~13a-15~~

~~(e)~~ 13a-15(e) and

~~15d-15~~

~~(e)~~ 15d-15(e) under the Exchange Act) were ~~effective.~~not effective, due to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Previously Identified Material Weakness

Management previously identified a material weakness in our disclosure controls and procedures as of the end of December 31, 2021.

Remediation Activities

Following the determination of the material weakness, we implemented a remediation plan to enhance our processes for identifying and appropriately applying applicable accounting requirements. We plan to continue to enhance our review procedures of evaluating and implementing the accounting standards that apply to our financial statements, including through additional analyses by our personnel and third-party professionals with whom we consult regarding complex accounting. 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.

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

~~During~~Other than the ~~most recently completed fiscal quarter,~~matters discussed above, there ~~has been~~was no change in our internal control over financial reporting (as defined in

Rules 13a-15(f)

and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended March 31, 2022 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2417

Table of Contents

PART II. OTHER ~~INFORMATION.~~INFORMATION

Item 1.

~~Item 1.~~ Legal Proceedings

None.

Item 1A.

Risk Factors

Reference is made to Part I Item 1A. Risk Factors

~~As of~~ in our Annual Report on Form 10-K for the ~~date of this Quarterly Report,~~year ended December 31, 2021. Except as set forth below, there have been no material changes ~~with respect~~ to ~~those~~the risk factors ~~previously disclosed~~contained in our ~~Registration Statement filed~~Quarterly Report on Form 10-Q for the three months ended March 31, 2022.

Changes in laws or regulations, or a failure to comply with ~~the SEC. Any~~any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, investments and results of ~~these factors~~operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could ~~result in~~have a ~~significant or~~ material adverse effect on our business, including our ability to negotiate and complete our Business Combination, investments and results of ~~operations~~operations. In addition, a failure to comply with applicable laws or ~~financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair~~regulations, as interpreted and applied, could have a material adverse effect on our business orand results of operations.

On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, and certain positions and legal conclusions expressed by the SEC in connection therewith, may materially adversely affect our ability to negotiate and complete our Business Combination and may increase the costs and time related thereto.

~~Item 2.~~

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities ~~and Use of Proceeds~~

On September 14, 2021, we consummated our Initial Public Offering of 23,000,000 Units. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $230,000,000. Each Unit consisted of one share of Class A common stock of the Company, par value $.0001 per share, and

~~one-half~~

of one redeemable warrant of the Company. Guggenheim Securities LLC acted as the sole book-running manager of the offering. The securities sold in the offering were registered under the Securities Act on a registration statement on Form

~~S-1~~

~~(No.~~

~~333-~~

~~259038). The SEC declared the registration statement effective on September 9, 2021.~~

~~Simultaneously~~simultaneously with the consummation of the ~~Initial Public~~closing of the Offering, wethe Company consummated athe private placement of an aggregate of 3,397,155 Private Placement Warrants (the “Private Warrants”) to ~~our Sponsor~~certain funds and accounts managed by First Light Acquisition Group, LLC, the sponsor of the Company (the “Sponsor”) and Metric Finance Holdings I, LLC (“Metric”), at a price of $1.50 per Private ~~Placement~~ Warrant, generating total gross proceeds of ~~approximately $5,095,733 million. Such securities~~$5,095,733. No underwriting discounts or commissions were ~~issued~~paid with respect to such sale. The issuance of the Private Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities ~~Act.~~Act of 1933, as amended.

The Private Placement Warrants are identical to the ~~same as the warrants~~Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or ~~salable~~saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are

non-redeemable

so long as they are held by the initial purchasers or their permitted ~~transferees.~~

~~Of the gross proceeds received from the Initial Public Offering and~~transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock). If the Private Placement Warrants ~~$230,000,000 was placed~~are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the ~~Trust Account.~~same basis as the Public Warrants.

We paid a total of $2,335,058 underwriting discounts and commissions and $640,129 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $8,050,000 in underwriting discounts and commissions.

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

Item 3.

~~Item 3.~~ Default Upon Senior Securities

None.

Item 4.

~~Item 4.~~ Mine Safety Disclosures

None.

Item 5.

~~Item 5.~~ Other Information

None

~~Table of Contents~~

Item 6.

~~Item 6.~~ Exhibit Index

The exhibits on the Exhibit Index to this Form

10-Q

are incorporated by reference herein.

Table of Contents

EXHIBIT INDEX

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

10-Q.


Exhibit No.		Exhibit Description


3.1		Amended and Restated Certificate of Incorporation. (1)

~~4.1~~ 3.2		~~Warrant Agreement, dated September 9, 2021, between the Company and Continental Stock Transfer & Trust Company. (1)~~Bylaws. (2)

~~10.1~~		~~Investment Management Trust Agreement, dated September 9, 2021, between the Company and Continental Stock Transfer & Trust Company. (1)~~

~~10.2~~		~~Registration and Stockholder Rights Agreement, dated September 9, 2021, among the Company, the Sponsor, Metric and other parties thereto. (1)~~

~~10.3~~		~~Private Placement Warrants Purchase Agreement, dated September 9, 2021, among the Company, the Sponsor and Metric. (1)~~

~~10.4~~		~~Administrative Services Agreement, dated September 9, 2021, between the Company and the Sponsor. (1)~~

~~10.5~~		~~Letter Agreement, dated September 9, 2021, among the Company, William J. Weber, the Sponsor and Metric. (1)~~

~~10.6~~		~~Letter Agreement, dated September 9, 2021, among the Company, Michael J. Alber, the Sponsor and Metric. (1)~~

~~10.7~~		~~Letter Agreement, dated September 9, 2021, among the Company, Thomas A. Vecchiolla, the Sponsor and Metric. (1)~~

~~10.8~~		~~Letter Agreement, dated September 9, 2021, among the Company, Michael C. Ruettgers, the Sponsor and Metric. (1)~~

~~10.9~~		~~Letter Agreement, dated September 9, 2021, among the Company, William J. Fallon, the Sponsor and Metric. (1)~~

~~10.10~~		~~Letter Agreement, dated September 9, 2021, among the Company, Jeanne C. Tisinger, the Sponsor and Metric. (1)~~

~~10.11~~		~~Letter Agreement, dated September 9, 2021, between the Sponsor and Metric. (1)~~

~~10.12~~		~~Indemnity Agreement, dated September 9, 2021, between the Company and William J. Weber. (1)~~

~~10.13~~		~~Indemnity Agreement, dated September 9, 2021, between the Company and Michael J. Alber. (1)~~

~~10.14~~		~~Indemnity Agreement, dated September 9, 2021, between the Company and Thomas A. Vecchiolla. (1)~~

~~10.15~~		~~Indemnity Agreement, dated September 9, 2021, between the Company and Michael C. Ruettgers. (1)~~

~~10.16~~		~~Indemnity Agreement, dated September 9, 2021, between the Company and William J. Fallon. (1)~~

~~10.17~~		~~Indemnity Agreement, dated September 9, 2021, between the Company and Jeanne C. Tisinger. (1)~~

~~Table of Contents~~


31.1*		Certification of Chief Executive 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.

31.2*		Certification of Chief 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 Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief 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*101.INS		Inline XBRL Instance Document (the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document)

101.CAL*101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

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

101.DEF*101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

*	Filed herewith.

**	Furnished herewith.

(1)	Previously filed as an exhibit to our current Report on Form 8-K filed on September 15, 2021.

(2)	Previously filed as an exhibit to our Registration Statement on Form S-1 filed on August 24, 2021.

2719

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.


	FIRST LIGHT ACQUISITION GROUP, INC.

Date: ~~November 12, 2021~~May 10, 2022	By:	/s/ William J. Weber
		William J. Weber
		Chief Executive Officer
		(Principal Executive Officer)

Date: ~~November 12, 2021~~May 10, 2022	By:	/s/ Michael J. Alber
		Michael J. Alber
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

2820


Input	Public Warrants			Private Warrants
Common stock price	$	9.5103		$	9.5103
Exercise price	$	11.50		$	11.50
Risk-free rate of interest		1.15	%		1.15	%
Volatility		15.40	%		15.40	%
Term		5.94			5.94
Warrant to buy one share (unadjusted for the probability of dissolution)	$	0.9550		$	0.9667
Warrant to buy one share (adjusted for the probability of dissolution)	$	0.8595		$	0.8701
Dividend yield		0.00	%		0.00	%


	Private Placement Warrants
	March 31, 2022			December 31, 2021
Input
Ordinary share price	$	9.89		$	9.81
Exercise price	$	11.50		$	11.50
Risk-free rate of interest		2.40	%		1.32	%
Volatility		6.20	%		9.88	%

Term		5.44			5.69
Warrant to buy one share	$	0.36		$	0.51
Dividend yield		0.00	%		0.00	%


Input	Forward Purchase Liability
Probability of an acquisition occurring		90.00	%
Unit price at time of initial public offering	$	10.00
Risk-free rate of interest		1.00
Time to the acquisition		0.08	%


	Forward Purchase Liability
	March 31, 2022			December 31, 2021
Input
Probability of an acquisition		75.00	%		85.00	%
Unit price	$	10.13		$	10.10
Risk-free rate of interest		0.94	%		0.27	%
Time to acquisition		0.44			0.69


	September 30,
	2021
ASSETS
Current assets
Cash	$	1,197,342
Prepaid expenses		807,596

Total Current Assets		2,004,938

Marketable securities held in Trust Account		230,000,423

TOTAL ASSETS	$	232,005,361

LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accrued expenses	$	38,163
Accrued offering costs		9,738

Total Current Liabilities		47,901
Warrant liability		12,840,000
Forward purchase units liability		42,832
Deferred underwriting fee payable		8,050,000

Total Liabilities		20,980,733
Commitments		0
Class A Common stock $0.0001 par value; 300,000,000 shares authorized; 23,000,000 shares issued and outstanding subject to possible redemption, at redemption value		230,000,000
Stockholders’ Equity (Deficit)
Preferred stock, $0.0001 par value; 1,000,000 authorized; NaN issued and outstanding		0
Class B Common stock, $0.0001 par value; 30,000,000 shares authorized; 5,750,000 shares issued and outstanding		575
Additional paid-in capital		0
Accumulated deficit		(18,975,947	)

Total Stockholders’ Equity (Deficit)		(18,975,372	)

TOTAL LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	232,005,361


				For the period from
	For the			March 24, 2021 (inception)
	Three Months Ended			Through
	September 30,			September 30,
	2021			2021
Operating costs	$	1,094,880		$	1,178,183

Loss from operations		(1,094,880	)		(1,178,183	)
Other income (loss):
Unrealized gain on marketable securities held in Trust Account		423			423
Change in fair value of warrant liability		283,000			283,000
Change in fair value of forward purchase units		(11,832	)		(11,832	)

Other income (loss), net		271,591			271,591

Loss before provision for income taxes		(823,289	)		(906,592	)
Provision for income taxes		0			0

Net Loss	$	(823,289	)	$	(906,592	)

Weighted average shares outstanding of redeemable Class A common stock		4,000,000			2,300,000

Basic and diluted net income per share, redeemable Class A common stock	$	2.89		$	6.14

Weighted average shares outstanding of Class B common stock		5,750,000			5,750,000

Basic and diluted net loss per share, nonredeemable Class A and Class B common stock	$	(2.15	)	$	(2.62	)


	Common stock subject to possible redemption				Common stock				Additional						Total stockholders’ equity and redeemable Class A common stock
	Class A				Class B				paid-in			Accumulated
	Shares		Amount		Shares		Amount		capital			deficit
Balance — March 24, 2021 (inception)		0	$	0		0	$	0	$	0		$	0		$	0
Issuance of Class B common stock to Sponsor		—		—		4,605,750		461		19,564			—			20,025
Issuance of Class B common stock to Metric		—		—		1,144,250		114		4,861			—			4,975
Net loss		—		—		—		—		—			(10,000	)		(10,000	)

Balance — April 30, 2021 (audited)		0		0		5,750,000		575		24,425			(10,000	)		15,000

Net loss		—		—		—		—		—			(73,303	)		(73,303	)

Balance — June 30, 2021 (unaudited)		0		0		5,750,000		575		24,425			(83,303	)		(58,303	)

Issuance of Class A common stock		23,000,000		198,363,610		—		—		—			—			—
Excess fair value of founder shares from anchor agreement		—		11,491,876		—		—		—			—			—
Deemed capital contribution from issuance of private placement warrants		—		—		—		—		2,081,733			—			2,081,733
Forward purchase units liability		—		—		—		—		(31,000	)		—			(31,000	)
Accretion of Class A redeemable shares		—		20,144,513		—		—		(2,075,158	)		(18,069,355	)		(20,144,513	)
Net loss		—		—		—		—		—			(823,289	)		(823,289	)

Balance – September 30, 2021 (unaudited)		23,000,000	$	230,000,000		5,750,000	$	575	$	0		$	(18,975,947	)	$	(18,975,372	)


	Private Placement Warrants Exercisable for Class A common stock			Public Warrants			Forward Purchase Liability
Balance March 24, 2021 (inception)	$	0—		$	0—		$	0—
Change in fair value of warrant issuance		3,014,000			10,109,000			31,000

Fair Value at September 14, 2021		3,014,000			10,109,000			31,000
Change in fair value of warrant liability		(58,000	)		(225,000	)		11,832

Fair Value at September 30, 2021	$	2,956,000		$	9,884,000		$	42,832


Description	Level		September 30, 2021
Assets:
Marketable securities held in Trust Account		1	$	230,000,423
Liabilities:
Public warrants		3	$	9,884,000
Private warrants		3	$	2,956,000
Forward Purchase Liability		3	$	42,832

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company