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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of ~~August 9,~~November 10, 2022 there were 24,150,000 shares of Class A common stock and 6,037,500 shares of Class B common stock, $0.0001 par value, issued and outstanding.

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

Climate Real Impact Solutions II Acquisition Corporation (the “Company”) was incorporated in Delaware on December 2, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

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

As of ~~June~~September 30, 2022, the Company had not commenced any operations. All activity for the period from December 2, 2020 (inception) through ~~June~~September 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on January 26, 2021. On January 29, 2021, the Company consummated its Initial Public Offering of 24,150,000 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 full exercise by the underwriters of their over-allotment option in the amount of 3,150,000 Units, at $10.00 per Unit, generating gross proceeds of $241,500,000 which is described in Note 3. Certain members of Climate Real Impact Solutions II Sponsor, LLC (the “Sponsor”) that are affiliated with Pacific Investment Management Company LLC (the “PIMCO private funds”), or one or more of their respective affiliates, purchased an aggregate of 2,079,000 Units in the Initial Public Offering at the Initial Public Offering price.

Simultaneously with the closing of the Initial Public Offering, the Company completed the sale of 4,553,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $6,830,000, which is described in Note 4.

Transaction costs amounted to $13,628,145, consisting of $4,414,200 in cash underwriting fees, $8,452,500 of deferred underwriting fees and $761,445 of other offering costs. On August 17, 2022, one of the underwriters agreed to waive its interest in the deferred underwriting fees.

Following the closing of the Initial Public Offering on January 29, 2021, an amount of $241,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States. The funds in the Trust Account will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the PIMCO private funds (an affiliate of the Sponsor).

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

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

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

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

The Company will have until January 29, 2023, or such later date as a result of a stockholder vote to amend the Amended and Restated Certificate of Incorporation, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

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

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

As of ~~June~~September 30, 2022, the Company had ~~$1,154,367~~$738,127 in its operating bank account, ~~$241,866,170~~$242,670,400 in investments held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Class A common stock in connection therewith and a working capital deficit of ~~$1,319,939.~~$1,549,272, which includes $109,571 of prepaid income taxes and excludes $462,635 of franchise taxes paid from the operating account which are reimbursable with the interest earned on the trust. As of ~~June~~September 30, 2022, approximately ~~$366,000~~$1,170,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, the PIMCO private funds or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined below) (see Note 5). As of ~~June~~September 30, 2022, there were no amounts outstanding under any Working Capital Loans.

In order to fund the working capital deficiency of the Company, the Sponsor and an affiliate had advanced the Company a total of ~~$1,056,905~~$1,173,905 as of ~~June~~September 30, 2022. Further, on May 31, 2022, the Sponsor issued an additional unsecured promissory note to the Company (the “May Promissory Note”) of $1,103,863. As of ~~June~~September 30, 2022, there was $1,103,863 outstanding under the May Promissory Note.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until January 29, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension has not been requested by the Sponsor and approved by the Company’s stockholders, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and the mandatory liquidation, should a Business Combination not occur and an extension is not requested by the Sponsor and approved by the Company’s stockholders, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 29, 2023. The Company intends to continue to search for and seek to complete a Business Combination before the mandatory liquidation date.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The interim results for the three and ~~six~~nine months ended ~~June~~September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim period. These unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, filed with the SEC on February 17, 2022.

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

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 condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities (as described in Note 8). Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $13,006,039 were charged to temporary equity upon the completion of the Initial Public Offering. Transaction costs related to derivative liability incurred through the balance sheets date and directly related to the Initial Public Offering amounting to $622,106, were charged to operations upon the completion of the Initial Public Offering.

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

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

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

The Company accounts for its issued and outstanding warrants (such warrants, as described in Note 8, the “Warrants”) in accordance with the guidance contained in ASC 815-40-15-7D under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The fair value of the Public Warrants issued in the Initial Public Offering has been estimated using a Monte Carlo simulation methodology as of the date of the Initial Public Offering and the Public Warrants’ quoted market price at ~~June~~September 30, 2022 and December 31, 2021. The Private Placement Warrants were valued using a Modified Black Scholes Option Pricing Model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The Private Placement Warrants after the detachment of the Public Warrants from the Units is valued using the quoted market price of the Public Warrant, as the make whole provision of Private Placement Warrants are the same as the Public Warrants. As such the Private Placement Warrants has substantially the same terms as the Public Warrants.

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements carrying amounts and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of ~~June~~September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rate were ~~0.41%~~3.15% and ~~(0.05)%~~0.00% for the three ~~and six~~ months ended ~~June~~September 30, 2022 and 2021, respectively, and 1.90% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rates differ from the statutory tax rate of 21% for the three months and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of ~~June~~September 30, 2022 and 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 is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net income ~~(loss)~~ per share is computed by dividing net income ~~(loss)~~ by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income ~~(loss)~~ per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 9,382,755 shares of Class A common stock in the aggregate. As of ~~June~~September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income ~~(loss)~~ per share of common stock is the same as basic net income ~~(loss)~~ per share of common stock for the periods presented.

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

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 Deposit Insurance Corporation 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.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, other than the warrant liabilities (see Note 9).

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 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 condensed balance sheets 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.

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

At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury bills, accounted for as held-to-maturity securities, and money market funds, which are invested primarily in U.S. Treasury securities and accounted for as treasury securities at fair value.

Pursuant to the Initial Public Offering, on January 29, 2021, the Company sold 24,150,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,150,000 Units, at a price of $10.00 per Unit. The PIMCO private funds (an affiliate of the Sponsor) purchased an aggregate of 2,079,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fifth of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,553,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, or $6,830,000 in the aggregate, in a private placement. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

On December 11, 2020, the Sponsor purchased 6,037,500 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. On January 6, the Sponsor transferred 190,000 Founder Shares to directors, officers and certain consultants of the Company (together with the Sponsor, the “initial stockholders”). The Founder Shares included an aggregate of up to 787,500 shares that were subject to forfeiture by the Sponsor. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to 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 reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.

The Company entered into an agreement to pay approximately $65,000 per month to CRIS Services LLC, an entity owned by the Company’s Chief Executive Officer and Chief Financial Officer and managed by the Company’s Chief Operating Officer, for consulting services rendered to the ~~Company;~~Company. Due to the ~~Company’s Chief Executive Officer and Chief Financial Officer will receive health insurance benefits from~~downsizing by CRIS Services ~~LLC.~~LLC, the expenses during the quarter ended September 30, 2022 were reduced to approximately $40,000 per month. For the three ~~and six~~ months ended ~~June~~September 30, 2022 and 2021, the Company incurred and paid ~~$201,744~~$100,074 and ~~$406,564,~~$235,905, respectively. For the nine months ended September 30, 2022 and ~~$189,178~~2021, the Company incurred and ~~$333,992 in such fees, respectively, none~~paid $506,638 and $569,898, respectively. None of which are included in accrued expenses on the condensed balance sheet as of ~~June~~September 30, 2022 and December 31, ~~2021~~2021.

On December 11, 2020, the Sponsor issued an unsecured promissory note to the Company (the “IPO Promissory Note”), pursuant to which the Company was entitled to borrow up to an aggregate principal amount of $250,000. The IPO Promissory Note was non-interest bearing and payable on the earlier of ~~June~~September 30, 2021 or the consummation of the Initial Public Offering. The outstanding balance under the IPO Promissory Note of $250,000 was repaid at the closing of the Initial Public Offering on January 29, 2021.

On May 31, 2022, the Sponsor issued the May Promissory Note to the Company, pursuant to which the Company was entitled to borrow up to an aggregate principal amount of $1,103,863. The May Promissory Note is non-interest bearing and shall be repayable on the consummation of a Business Combination by no later than (i) January 29, 2023, or (ii) any such date thereafter as provided for in the amended and restated certificate of incorporation of the Company. As of ~~June~~September 30, 2022 and December 31, 2021, there was $1,103,863 and $0 outstanding under the May Promissory Note, respectively.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be converted into warrants, at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of ~~June~~September 30, 2022 and December 31, 2021, no Working Capital Loans were outstanding.

On October 20, 2021, the Sponsor provided $1,000,000 for additional working capital in the form of an advance. For the period ended ~~June~~September 30, 2022, an affiliate of the Company advanced the Company $60,000 for working capital purposes. Any amount paid on behalf of the Sponsor was deducted from the advance. As of ~~June~~September 30, 2022 and December 31, 2021, the outstanding balance under the advances amounted to ~~$1,056,905~~$1,173,905 and $1,000,000, respectively. The advances are noninterest bearing due on demand.

Management continues to evaluate the impact of the COVID-19 pandemic and Russian-Ukraine war on the industry and has concluded that while it is reasonably possible that the virus and the war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination

Pursuant to a registration and stockholder rights agreement entered into on January 26, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights 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). Any holder of at least 20% of the outstanding registrable securities owned by the holders are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the 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. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear certain expenses incurred in connection with the filing of any such registration statements.

In addition, pursuant to the registration and stockholder rights agreement, upon consummation of a Business Combination, the Company’s initial stockholders will be entitled to designate three individuals for nomination for election to the Company’s board of directors for so long as they continue to hold, collectively, at least 50% of the Founder Shares (or the securities into which such Founder Shares convert) held by such persons on the date of this prospectus. Thereafter, such initial stockholders will be entitled to designate (i) two individuals for nomination for election to the Company’s board of directors for so long they continue to hold, collectively, at least 30% of the Founder Shares (or the securities into which such Founder Shares convert) held by such persons on the date of this prospectus and (ii) one individual for nomination for election to the Company’s board of directors for so long they continue to hold, collectively, at least 20% of the Founder Shares (or the securities into which such Founder Shares convert) held by such persons on the date of this prospectus.

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,452,500 in the aggregate. The deferred fee will become payable to the underwriters 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 underwriters did not receive any upfront underwriting discounts or commissions on the 2,079,000 Units purchased by the PIMCO private funds or their respective affiliates but will receive deferred underwriting commissions with respect to such Units.

We entered into various consulting arrangements with several service providers for administrative services and potential target financial analysis and due diligence services to us. These arrangements provide for aggregate monthly fees of approximately $65,000.

On August 17, 2022, the Company and one of the underwriters executed a waiver letter confirming the underwriter’s waiver of its entitlement to the payment of deferred fee under the terms of the underwriting agreement. As a result, the Company recognized income of $4,226,250 in relation to the waiver of the deferred underwriter fee in the accompanying condensed financial statements. As of September 30, 2022 and December 31, 2021, the deferred underwriting fee payable is $4,226,250 and $8,452,500, respectively.

The Company entered into an agreement to pay approximately $65,000 per month to CRIS Services LLC, an entity owned by the Company’s Chief Executive Officer and Chief Financial Officer and managed by the Company’s Chief Operating Officer, for consulting services rendered to the Company. Due to the downsizing by CRIS Services LLC, the expenses during the quarter ended September 30, 2022 were reduced to approximately $40,000 per month. For the three months ended September 30, 2022 and 2021, the Company incurred and paid $100,074 and $235,905, respectively. For the nine months ended September 30, 2022 and 2021, the Company incurred and paid $506,638 and $569,898, respectively. None of which are included in accrued expenses on the condensed balance sheet as of September 30, 2022 and December 31, 2021.

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At ~~June~~September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. At ~~June~~September 30, 2022 and December 31, 2021, there were 24,150,000 Class A common stock issued and outstanding, including 24,150,000 shares of Class A common stock subject to possible redemption which are presented as temporary equity.

Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. At ~~June~~September 30, 2022 and December 31, 2021, there were 6,037,500 shares of Class B common stock issued and outstanding. Holders of Class B common stock are entitled to one vote for each share. Prior to the Business Combination, only holders of shares of Class B common stock have the right to vote on the election of directors.

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

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of 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 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 (i) the total number of all shares of common stock outstanding upon completion of the Initial Public Offering, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

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

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

The Company has agreed that within twenty (20) business days after the later of the first date on which warrants are exercisable and the date on which the Company receives from any warrant holder a request for such registration, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause such registration statement to become effective within forty-five (45) business days after the filing of such registration statement and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if shares of the Class A common stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the forty-fifth (45^th) business day after the filing of such registration statement, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Redemption of Warrants when the price per Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Public Warrants (except as described herein with respect to the Private Placement Warrants):

If and when the warrants become redeemable by the Company, it 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.

Redemption of Warrants when the price per Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company has not completed 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 Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

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

The Private Placement Warrants are identical to the Public Warrants underlying the Units 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 will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, and will be entitled to certain registration rights (see Note 6). Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted 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 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 same basis as the Public Warrants.

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

At ~~June~~September 30, 2022, assets held in the Trust Account were comprised of ~~$241,866,170~~$242,670,400 in U.S. Treasury Bills. The assets held in the Trust Account are classified as trading securities and matured on July 19, 2022. Through ~~June~~September 30, 2022, the Company ~~did not withdraw any~~withdrew $365,815 of interest earned on the Trust Account to pay for taxes.

At December 31, 2021, assets held in the Trust Account were comprised of $241,511,431 in U.S. Treasury Bills. Through December 31, 2021, the Company did not withdraw any interest earned on the Trust Account to pay for taxes.

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

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

The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the change in fair value of warrant liabilities in the condensed statements of operations.

The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date (10%) was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date.

The following table ~~provides quantitative information regarding Level 3 fair value measurements.~~

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

Private
Placement
Public
Warrant
Liability

Fair value as of January 1, 2021 $ — $ — $ —
Initial measurement on January 29, 2021 10,290,533 10,481,100 20,771,633
Change in valuation inputs or other assumptions (5,062,315 ) (5,168,100 ) (10,230,415 )
Transfer to Level 1 — (5,313,000 ) (5,313,000 )
Fair value as of December 31, 2021 5,228,218 $ — 5,228,218
Change in valuation inputs or other assumptions (3,081,399 ) — (3,081,399 )
Fair value as of March 31, 2022 2,146,819 — 2,146,819
Change in valuation inputs or other assumptions (1,370,388 ) — (1,370,388 )
Fair value as of June 30, 2022 $ 766,431 $ — $ 766,431

	Private Placement			Public			Warrant Liability
Fair value as of January 1, 2021	$	—		$	—		$	—
Initial measurement on January 29, 2021		10,290,533			10,481,100			20,771,633
Change in valuation inputs or other assumptions		(5,062,315	)		(5,168,100	)		(10,230,415	)
Transfer to Level 1		—			(5,313,000	)		(5,313,000	)
Fair value as of December 31, 2021		5,228,218		$	—			5,228,218
Change in valuation inputs or other assumptions		(3,081,399	)		—			(3,081,399	)
Fair value as of March 31, 2022		2,146,819			—			2,146,819
Change in valuation inputs or other assumptions		(1,370,388	)		—			(1,370,388	)
Fair value as of June 30, 2022		776,431			—			766,431
Change in valuation inputs or other assumptions		(412,164	)		—			(412,164	)
Transfer to Level 2		(364,267	)		—			(364,267	)
Fair value as of September 30, 2022	$	—		$	—		$	—

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement for the year ended December 31, 2021 was $5,313,000. The estimated fair value of the Private Placement Warrants that were transferred from a Level 3 measurement to a Level 2 during the three months ended September 30, 2022 was $364,267.

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events other than as noted below that would have required adjustment or disclosure in the condensed financial statements.

On October 27, 2022 and November 3, 2022, the Company filed preliminary proxy statements on Schedule 14A with the SEC and the Company intends to file a definitive proxy statement with the SEC. The definitive proxy statement and other relevant documents will be sent or given to the Company’s stockholders of as of the record date established for voting on a proposed amendment (the “Charter Amendment”) to our amended and restated certificate of incorporation and a proposed amendment (the “Trust Amendment”) to the Investment Management Trust Agreement, dated January 26, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee. The proposed Charter Amendment would change the date (which we refer to as the “Original Termination Date”) by which the Company must either (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or (ii) if the Company fails to complete such initial business combination, cease all operations, except for the purpose of winding up, and, subject to and in accordance with the amended and restated certificate of incorporation, redeem all shares of the Company’s Class A common stock. The proposed Charter Amendment will change the Original Termination Date from January 29, 2023 to the later of the date of the special meeting of stockholders or (y) the date of effectiveness of the amendment to the Charter pursuant to the DGCL (such date, the “Amended Termination Date”). If the Amendment is approved, the Company expects to complete a final redemption of shares of its Class A common stock on or prior to December 9, 2022. In the event that stockholders approve the proposed Charter Amendment and the proposed Trust Amendment and the public shares are redeemed, the Company’s warrants will expire worthless.

Following the initial filing of the preliminary proxy statement with the SEC, on October 28, 2022, the New York Stock Exchange (the “NYSE”) notified the Company, and publicly announced, that the NYSE determined to commence proceedings to delist the Company’s warrants from the NYSE and that trading in the Company’s warrants would be suspended immediately, due to trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. As a result of the expected expiration of the warrants described above, the Company does not intend to appeal the NYSE’s determination.

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

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s ~~final prospectus for its Initial Public Offering~~most recent annual report on Form 10-K and quarterly reports on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company formed under the laws of the State of Delaware on December 2, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. We

On October 27, 2022 and November 3, 2022, we filed preliminary proxy statements on Schedule 14A with the SEC and we intend to ~~effectuate~~file a definitive proxy statement with the SEC. The definitive proxy statement and other relevant documents will be sent or given to our stockholders of as of the record date established for voting on a proposed amendment (the “Charter Amendment”) to our amended and restated certificate of incorporation and a proposed amendment (the “Trust Amendment”) to the Investment Management Trust Agreement, dated January 26, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee. The proposed Charter Amendment would change the date (which we refer to as the “Original Termination Date”) by which the Company must either (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination ~~using cash from~~with one or more businesses or (ii) if the ~~proceeds of the Initial Public Offering and the sale of the private placement warrants, our capital stock, debt or a combination of cash, stock and debt.~~

~~We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans~~Company fails to complete ansuch initial business combination, cease all operations, except for the purpose of winding up, and, subject to and in accordance with the amended and restated certificate of incorporation, redeem all shares of the Company’s Class A common stock. The proposed Charter Amendment will ~~be successful.~~change the Original Termination Date from January 29, 2023 to the later of the date of the special meeting of stockholders or (y) the date of effectiveness of the amendment to the Charter pursuant to the DGCL (such date, the “Amended Termination Date”). If the Amendment is approved, the Company expects to complete a final redemption of shares of its Class A common stock on or prior to December 9, 2022.

Results of Operations

We classify the warrants issued in connection with our Initial Public Offering and concurrent private placement as liabilities at their fair value and adjust the warrant liability to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations.

We have neither engaged in any operations nor generated any revenues to date. Our only activities through ~~June~~September 30, 2022 were organizational activities, the Initial Public Offering and those necessary to identify a target company for a business combination, as described below. We do not expect to generate any operating revenues until after the completion of our initial business combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended ~~June~~September 30, 2022, we had net income of ~~$2,686,615,~~$5,594,997, which consisted of a non-cash change in fair value of derivative liability of ~~$2,819,388,~~$846,864, interest income from bank of ~~$14 and~~$862, interest earned on investments held in Trust Account of ~~$334,661,~~$1,170,045 and reduction in deferred underwriter fee payable of $4,226,250, offset by operating costs of ~~$430,001,~~$330,042 and provision for income taxes of ~~$37,447.~~$318,982.

For the ~~six~~nine months ended ~~June~~September 30, 2022, we had net income of ~~$8,609,820,~~$14,204,817, which consisted of a non-cash change in fair value of derivative liability of ~~$9,136,887,~~$9,983,751, interest income from bank of ~~$14 and~~$894, interest earned on investments held in Trust Account of ~~$354,739,~~$1,524,784 and reduction in deferred underwriter fee payable of $4,226,250, offset by operating costs of ~~$884,391~~$1,174,433 and provision for income taxes of ~~$37,447.~~$356,429.

For the three months ended ~~June~~September 30, 2021, we had a net ~~loss~~income of ~~$3,829,548,~~$2,285,294, which ~~consists~~consisted of ~~operating costs of $932,433, and~~ a non-cash change in fair value of derivative liability of ~~$2,900,644, offset by~~$3,384,465, interest income from bank of ~~$20~~$12 and interest earned on marketable securities held in Trust Account of ~~$3,509.~~$3,710, offset by operating costs of $1,102,893.

For the ~~six~~nine months ended ~~June~~September 30, 2021, we had a net income of ~~$1,950,288,~~$4,235,582, which consisted of ~~operating costs of $1,474,412 and transaction costs related to warrant issuance of $622,106, offset by~~ a non-cash change in fair value of derivative liability of ~~$4,043,256,~~$7,427,721, interest income from bank of ~~$41~~$53 and interest earned on marketable securities held in Trust Account of ~~$3,509.~~

$7,219, offset by operating costs of $2,577,305 and transaction costs related to warrant issuance of $622,106.

Liquidity, Capital Resources and Going Concern

On January 29, 2021, we consummated the Initial Public Offering of 24,150,000 units at a price of $10.00 per unit, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,150,000 units, generating gross proceeds of $241.5 million. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 4,553,333 private placement warrants at a price of $1.50 per private placement warrant in a private placement to our stockholders, generating gross proceeds of $6.83 million.

Following the Initial Public Offering, the full exercise of the over-allotment option by the underwriters and the sale of the private placement warrants, a total of $241.5 million was placed in the Trust Account. We incurred $13.6 million in transaction costs, including $4.4 million of underwriting fees, $8.45 million of deferred underwriting fees and $0.8 million of other offering costs.

For the ~~six~~nine months ended ~~June~~September 30, 2022, cash used in operating activities was ~~$1,098,811~~$1,997,866 comprised of net income of ~~$8,609,820~~$14,204,817 and changes in fair value of warrant liabilities of ~~$9,136,887,~~$9,983,751, interest earned on investments held in the Trust Account of ~~$354,739~~$1,524,784, reduction in deferred underwriter fee payable of $4,226,250 and the changes in operating assets and liabilities ~~of $217,005.~~used $467,898.

For the ~~six~~nine months ended ~~June~~September 30, 2021, cash used in operating activities was ~~$1,060,478~~$1,254,133 comprised of net income of ~~$1,950,288~~$4,235,582 and changes in fair value of warrant liabilities of ~~$4,043,256,~~$7,427,721, interest earned on marketable securities held in Trust Account of ~~$3,509,~~$7,219, transaction cost related to warrant liability of $622,106, and the changes in operating assets and liabilities ~~of $413,893.~~provided $1,323,119.

As of ~~June~~September 30, 2022, we had cash and investments held in the Trust Account of approximately ~~$241.8~~$242.6 million. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account to complete our initial business combination. We may withdraw interest to pay taxes and pay dissolution expenses. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of ~~June~~September 30, 2022, we had approximately ~~$1.2~~$0.73 million of cash held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an ~~initial business combination.~~orderly wind-up of the Company.

The Sponsor, or an affiliate of the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, extend us working capital loans as may be required in order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination. If we complete an initial business combination, we would repay the working capital loans out of the proceeds of the Trust Account released to us. Otherwise, the working capital loans would be repaid only out of funds held outside the Trust Account.deficiencies. In the event that an initial business combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the working capital loans but no proceeds held in the Trust Account would be used to repay the working capital loans. The working capital loans would either be repaid upon consummation of an initial business combination, without interest, or, at the lender’s discretion, up to $2.0 million of such working capital loans may be convertible into warrants of the post-business combination entity. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such working capital loans, if any, have not been determined and no written agreements exist with respect to such loans.

Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the consummate of our initial business combination. If we are unable to consummate our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

We may require additional financing in order to effectively ~~pursue an initial business combination and~~ to continue our operations through an orderly wind-up on ~~or around January 29, 2023, our~~by the deadline to complete an initial business combination as may be amended (the “Completion Deadline”). If we are unable to obtain additional financing, we may have insufficient funds available to us in order to operate our business prior to our initial business combination or the Completion Deadline.

~~Although~~On October 27, 2022 and November 3, 2022, we filed preliminary proxy statements on Schedule 14A with the ~~market conditions we face are challenging, prior to the Completion Deadline,~~SEC and we intend to ~~continue~~file a definitive proxy statement with the SEC. The definitive proxy statement and other relevant documents will be sent or given to ~~search~~our stockholders of as of the record date established for anvoting on a proposed amendment (the “Charter Amendment”) to our amended and restated certificate of incorporation and a proposed amendment (the “Trust Amendment”) to the Investment Management Trust Agreement, dated January 26, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee. The proposed Charter Amendment would change the date (which we refer to as the “Original Termination Date”) by which the Company must either (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or (ii) if the Company fails to complete such initial business ~~combination. We expect that our efforts~~combination, cease all operations, except for the purpose of winding up, and, subject to and in ~~this regard~~accordance with the amended and restated certificate of incorporation, redeem all shares of the Company’s Class A common stock. The proposed Charter Amendment will be led primarily by Mr. Cavalier, our Chief Financial Officer, and that Mr. Crane, our Chief Executive Officer, and Ms. Comstock, our Chief Commercial Officer, will instead focus their efforts on completing an orderly wind-up onchange the ~~Completion~~Original Termination Date ~~if we are unable~~from January 29, 2023 to the later of the date of the special meeting of stockholders or (y) the date of effectiveness of the amendment to the Charter pursuant to the DGCL (such date, the “Amended Termination Date”). If the Amendment is approved, the Company expects to complete ~~an initial business combination.~~a final redemption of shares of its Class A common stock on or prior to December 9, 2022.

In connection with the our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have until January 29, 2023 to consummate an initial business combination. It is uncertain that we will be able to consummate an initial business combination by this time. If an initial business combination is not consummated by this date and an extension has not been requested by the Sponsor and approved by our stockholders, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should an initial business combination not occur and an extension is not requested by the Sponsor and approved by our stockholders, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. The condensed financial statements contained elsewhere in this Quarterly Report on Form 10-Q do not include any adjustments that might result from our inability to continue as a going concern.

Related Party Transactions

Payments to an Affiliate

~~Commencing as of February 2021, we have been and will continue~~The Company entered into an agreement to ~~make payments of~~pay approximately $65,000 per month ~~on an annualized basis~~ to ~~Climate Real Impact Solutions~~CRIS Services LLC, an entity owned by ~~John Cavalier, our~~the Company’s Chief Executive Officer and Chief Financial Officer and ~~David Crane, our Chief Executive Officer, and~~ managed by ~~Ms. Frank-Shapiro, our~~the Company’s Chief Operating Officer, for consulting services rendered to ~~us. Mr. Cavalier also receives health insurance benefits from Climate Real Impact Solutions~~the Company. Due to the downsizing by CRIS Services ~~LLC. Upon completion~~LLC, the expenses during the quarter ended September 30, 2022 were reduced to approximately $40,000 per month. For the three and nine months ended September 30, 2022 and 2021 the Company incurred and paid $100,074 and $506,638, and $235,905 and $569,898 in such fees, respectively, none of ~~an initial business combination, it is expected that we would cease to make any further payments.~~which are included in accrued expenses on the condensed balance sheet as of September 30, 2022 and December 31, 2021.

Promissory Notes

On December 11, 2020, the Sponsor issued an unsecured promissory note (the “IPO Promissory Note”) to us, pursuant to which we borrowed $250,000 from the Sponsor in order to pay certain transaction expenses associated with our Initial Public Offering. The IPO Promissory Note was non-interest bearing and payable on the earlier of ~~June~~September 30, 2021 or the consummation of the our Initial Public Offering. Upon completion of the Initial Public Offering on January 29, 2021, we repaid the IPO Promissory Note in full.

On May 31, 2022, the Sponsor issued an unsecured promissory note to the Company (the “May Promissory Note”), pursuant to which the Company was entitled to borrow up to an aggregate principal amount of $1,103,863. The May Promissory Note is non-interest bearing and is repayable on the consummation of a business combination by no later than (i) January 29, 2023, or (ii) any such date thereafter as provided for in the amended and restated certificate of incorporation of the Company. As of ~~June~~September 30, 2022 and December 31, 2021, there was $1,103,863 and $0, respectively, outstanding under the May Promissory Note.

Advance from related party

On October 20, 2021, the Sponsor provided $1,000,000 for additional working capital in the form of an advance For the period ended ~~June~~September 30, 2022, an affiliate of the Company advanced the Company $60,000 for working capital purpose. Any amount paid on behalf of the Sponsor was deducted from the advance. As of ~~June~~September 30, 2022 and December 31, 2021, the outstanding balance under the advances amounted to ~~$1,056,905~~$1,173,905 and $1,000,000, respectively. The advances are noninterest bearing and due on demand.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of ~~June~~September 30, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as “variable interest entities,” which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as described below.

The underwriters are entitled to a deferred fee of $0.35 per unit, or approximately $8.45 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we consummate an initial business combination, subject to the terms of the underwriting agreement.

WeThe Company entered into ~~various~~an agreement to pay approximately $65,000 per month to CRIS Services LLC, an entity owned by the Company’s Chief Executive Officer and Chief Financial Officer and managed by the Company’s Chief Operating Officer, for consulting ~~arrangements with several service providers for administrative~~ services rendered to the Company. Due to the downsizing by CRIS Services LLC, the expenses during the quarter ended September 30, 2022 were reduced to approximately $40,000 per month. For the three months ended September 30, 2022 and ~~potential target financial analysis~~2021, the Company incurred and ~~due diligence services to us. These arrangements provide for aggregate monthly fees~~paid $100,074 and $235,905, respectively. For the nine months ended September 30, 2022 and 2021, the Company incurred and paid $506,638 and $569,898, respectively. None of ~~approximately $65,000.~~which are included in accrued expenses on the condensed balance sheet as of September 30, 2022 and December 31, 2021.

Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible redemption, if any, in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of our condensed balance sheets.

Warrant Liability

We account for the warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of the warrants issued in the Initial Public Offering has been estimated using a Monte Carlo simulation methodology as of the date of the Initial Public Offering and such warrants’ quoted market price as of ~~June~~September 30, 2022. The private placement warrants were valued using a Modified Black Scholes Option Pricing Model.

Net Income ~~(loss)~~ per share of Common Stock

Net income ~~(loss)~~ per share of common stock is computed by dividing net income ~~(loss)~~ by the weighted average number of common stock outstanding for the period. We apply the two-class method in calculating net income per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

Recent Accounting Standards

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

Item 3 Quantitative and Qualitative Disclosures About Market Risk.

As of ~~June~~September 30, 2022, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury obligations with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Item 4 Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed 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.

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 ~~June~~September 30, 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) and 15d-15 (e) under the Exchange Act) were effective.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended ~~June~~September 30, 2022 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial ~~reporting, other than the remediation of the material weakness discussed below, which was remediated during the quarter ended June 30, 2022.~~reporting.

~~Remediation of a Material Weakness in Internal Control over Financial Reporting~~

We recognize the importance of the control environment as it sets the overall tone for the Company and is the foundation for all other components of internal control. Consequently, we designed and implemented remediation measures to address the material weakness previously identified and enhance our internal control over financial reporting. In light of the material weakness, we enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements, including providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The foregoing actions, which we believe remediated the material weakness in internal control over financial reporting, were completed as of the date of June 30, 2022.

PART 2 - OTHER INFORMATION

Item 1 Legal Proceedings.

None.

Item 1A Risk Factors.

In addition to the information set forth in this Quarterly Report on Form 10-Q, you should also carefully review and consider the risk factors contained in our Annual Report on Form 10-K filed with the SEC on February 17, 2022 and our Quarterly Report on Form 10-Q filed with the SEC on May 17, 2022. These factors could cause our actual results to differ materially from those in this Quarterly Report. The risk factors discussed in that Annual Report and Quarterly Report do not identify all risks that we face because our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations. As of the date of this Quarterly Report, other than as set out below, there have been no material changes to the risk factors disclosed in our Annual Report and Quarterly Report.

It is unlikely we will consummate a business combination and we intend to seek stockholder approval to cease all operations, except for the purpose of winding up, in December 2022.

We have determined that it is not feasible for the Company to complete an initial business combination by either the Original Termination Date or the Amended Termination Date (as defined below).

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (H.R. 5376) (the “IRA”), which, among other things, imposes a 1% excise tax on any domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Because we are a Delaware corporation and our securities trade on the NYSE, we are a “covered corporation” within the meaning of the IRA. While not free from doubt, absent any further guidance, there is significant risk that the Excise Tax will apply to any redemptions of our shares of Class A common stock after December 31, 2022, including redemptions made if we are unable to consummate a business combination by or before the Original Termination Date. The application of the Excise Tax to any redemptions we make after December 31, 2022 could potentially reduce the per-share amount that our holders of shares of Class A common stock would otherwise be entitled to receive.

The purpose of the Charter Amendment and the Trust Amendment is to change the Original Termination Date to the Amended Termination Date such that (i) the Company will be obligated to redeem all issued and outstanding Public Shares as promptly as reasonably possible but not more than ten business days after the Amended Termination Date which will allow the Company to return the funds to holders of shares of Class A common stock in calendar year 2022 before the Excise Tax begins to apply to stock repurchases and redemptions in 2023, to enable these stockholders to recover their investment sooner without any deductions for the Excise Tax and deploy such returned funds as they see fit; (ii) subject to the approval of the Company’s then remaining stockholders after completion of the Mandatory Redemption and the Board, dissolve and liquidate, subject in each case to the Company’s obligations under the Delaware General Corporation Law to provide for claims of creditors and the requirements of other applicable law, as promptly as reasonably possible after completion of the redemption.

We expect that our warrants will be delisted from the NYSE.

Following the initial filing of the preliminary proxy statement with the SEC, on October 28, 2022, the New York Stock Exchange (the “NYSE”) notified the Company, and publicly announced, that the NYSE determined to commence proceedings to delist the Company’s warrants from the NYSE and that trading in the Company’s warrants would be suspended immediately, due to trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. As a result of the expected expiration of the warrants described in the prior risk factor, the Company does not intend to appeal the NYSE’s determination.

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

None.

Item 3 Defaults Upon Senior Securities.

None.

Item 4 Mine Safety Disclosures.

Not Applicable.

Item 5 Other Information.

~~None.~~

23None.

Item 6 Exhibits.

The Following exhibits are filed as part of this Quarterly Report on Form 10-Q.

Exhibits.

The following exhibits are filed as part of this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
~~10.1*+~~		~~Promissory Note, dated May 31, 2022~~

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

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

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

32.2**		~~Certification of Principal~~and 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		Inline XBRL Instance Document.*

101.SCH		Inline XBRL Taxonomy Extension Schema Document.*

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

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

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

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

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

Filed herewith.

**	Furnished.
+	Portions of this exhibit are omitted pursuant to Item 601(a)(5) of Regulation S-K and the registrant agrees to furnish supplementally a copy of any omitted annexes to the SEC upon request. Portions of this exhibit, consisting solely of personally identifiable information, have been omitted in accordance with Item 601(a)(6) of Regulation S-K.

~~SIGNATURES~~

SIGNATURES

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

	CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION

Date: ~~August 9,~~November 10, 2022	By:	~~/s/ David W. Crane~~
	~~Name:~~	~~David W. Crane~~
	~~Title:~~	~~Chief Executive Officer~~
		~~(Principal Executive Officer)~~

~~Date: August 9, 2022~~	~~By:~~	/s/ John A. Cavalier
	Name:	John A. Cavalier
	Title:	Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer and Principal Accounting and Financial Officer)

0001835713 us-gaap:~~CommonClassAMember us-gaap:CommonStockMember 2020-12-31~~CommonClassBMember 2021-01-01 2021-09-30 iso4217:USD xbrli:shares

Delaware		85-4141622
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant	CLIM.U	New York Stock Exchange
Shares of Class A common stock included as part of the units	CLIM	New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	~~CLIM WS~~	~~New York Stock Exchange~~OTC

	☐ Large accelerated filer	☐ Accelerated filer
	☒ Non-accelerated filer	☒ Smaller reporting company
		☒ Emerging growth company

		Page
PART 1 – FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	1
	Condensed Balance Sheets as of ~~June~~September 30, 2022 (Unaudited) and December 31, 2021	1
	Condensed Statements of Operations for the three months and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 (Unaudited)	2
	Condensed Statements of Changes in Stockholders’ Deficit for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 (Unaudited)	3
	Condensed Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 (Unaudited)	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22
Item 4.	Control and Procedures	22

PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2324
Item 3.	Defaults Upon Senior Securities	2324
Item 4.	Mine Safety Disclosures	2324
Item 5.	Other Information	2324
Item 6.	Exhibits	24

SIGNATURES		25

	June 30, 2022			December 31, 2021
ASSETS	(Unaudited)
Current assets
Cash	$	1,154,367		$	1,092,410
Prepaid expenses		193,465			353,180
Total Current Assets		1,347,832			1,445,590

Investments held in Trust Account		241,866,170			241,511,431
Total Assets	$	243,214,002		$	242,957,021

LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	769,606		$	1,183,773
Income taxes payable		37,447			—
Advance from related parties		1,056,905			1,000,000
Promissory note – related parties		1,103,863			—
Total Current Liabilities		2,967,821			2,183,773

Warrant liabilities		1,597,531			10,734,418
Deferred underwriting fee payable		8,452,500			8,452,500
Total Liabilities		13,017,852			21,370,691

Commitments and contingencies
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 24,150,000 shares subject to possible redemption at redemption value of approximately $10.00 per share, at June 30, 2022 and December 31, 2021		241,528,673			241,500,000

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—			—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 6,037,500 shares issued and outstanding as of June 30, 2022 and December 31, 2021		604			604
Additional paid-in capital		—			—
Accumulated deficit		(11,333,127	)		(19,914,274	)
Total Stockholders’ Deficit		(11,332,523	)		(19,913,670	)
Total Liabilities Class A Common Stock Subject to Possible Redemption, and Stockholders’ Deficit	$	243,214,002		$	242,957,021

	September 30, 2022			December 31, 2021
ASSETS	(Unaudited)
Current assets
Cash	$	738,127		$	1,092,410
Prepaid income taxes		109,571			—
Prepaid expenses		160,156			353,180
Total Current Assets		1,007,854			1,445,590

Investments held in Trust Account		242,670,400			241,511,431
Total Assets	$	243,678,254		$	242,957,021

LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	632,422		$	1,183,773
Advance from related parties		1,173,905			1,000,000
Promissory note – related parties		1,103,863			—
Total Current Liabilities		2,910,190			2,183,773

Warrant liabilities		750,667			10,734,418
Deferred underwriting fee payable		4,226,250			8,452,500
Total Liabilities		7,887,107			21,370,691

Commitments and contingencies
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 24,150,000 shares subject to possible redemption at redemption value of approximately $10.03 and $10.00 per share, at September 30, 2022 and December 31, 2021, respectively		242,329,736			241,500,000

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—			—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 6,037,500 shares issued and outstanding as of September 30, 2022 and December 31, 2021		604			604
Additional paid-in capital		—			—
Accumulated deficit		(6,539,193	)		(19,914,274	)
Total Stockholders’ Deficit		(6,538,589	)		(19,913,670	)
Total Liabilities Class A Common Stock Subject to Possible Redemption, and Stockholders’ Deficit	$	243,678,254		$	242,957,021

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Formation and operating costs	$	430,001		$	932,433		$	844,391		$	1,474,412
Loss from operations		(430,001	)		(932,433	)		(844,391	)		(1,474,412	)

Other income (expense):
Interest income – bank		14			20			32			41
Interest earned on investment held in Trust Account		334,661			3,509			354,739			3,509
Change in fair value of warrant liabilities		2,819,388			(2,900,644	)		9,136,887			4,043,256
Transaction costs related to derivative liability		—			—			—			(622,106	)
Total other income (expense), net		3,154,063			(2,897,115	)		9,491,658			3,424,700

Income (loss) before provision for income taxes		2,724,062			(3,829,548	)		8,647,267			1,950,288
Provision for income taxes		(37,447	)		—			(37,447	)		—
Net income (loss)	$	2,686,615		$	(3,829,548	)	$	8,609,820		$	1,950,288

Basic and diluted weighted average shares outstanding of Class A common stock		24,150,000			24,150,000			24,150,000			20,280,663

Basic and diluted income (loss) per share, Class A common stock	$	0.09		$	(0.13	)	$	0.29		$	0.07

Basic and diluted weighted average shares outstanding of Class B common stock		6,037,500			6,037,500			6,037,500			5,911,326

Basic and diluted net income (loss) per share, Class B common stock	$	0.09		$	(0.13	)	$	0.29		$	0.07

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Formation and operating costs	$	330,042		$	1,102,893		$	1,174,433		$	2,577,305
Loss from operations		(330,042	)		(1,102,893	)		(1,174,433	)		(2,577,305	)

Other income (expense):
Interest income – bank		862			12			894			53
Interest earned on investment held in Trust Account		1,170,045			3,710			1,524,784			7,219
Change in fair value of warrant liabilities		846,864			3,384,465			9,983,751			7,427,721
Reduction in deferred underwriter fee payable		4,226,250			—			4,226,250			—
Transaction costs related to derivative liability		—			—			—			(622,106	)
Total other income, net		6,244,021			3,388,187			15,735,679			6,812,887

Income before provision for income taxes		5,913,979			2,285,294			14,561,246			4,235,582
Provision for income taxes		(318,982	)		—			(356,429	)		—
Net income	$	5,594,997		$	2,285,294		$	14,204,817		$	4,235,582

Basic and diluted weighted average shares outstanding of Class A common stock		24,150,000			24,150,000			24,150,000			21,673,077

Basic and diluted income per share, Class A common stock	$	0.19		$	0.08		$	0.47		$	0.15

Basic and diluted weighted average shares outstanding of Class B common stock		6,037,500			6,037,500			6,037,500			5,953,846

Basic and diluted net income per share, Class B common stock	$	0.19		$	0.08		$	0.47		$	0.15

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance — January 1, 2022		—	$	—		6,037,500	$	604	$	—	$	(19,914,274	)	$	(19,913,670	)

Net income		—		—		—		—		—		5,923,205			5,923,205

Balance – March 31, 2022 (unaudited)		—		—		6,037,500		604		—		(13,991,069	)		(13,990,465	)

Accretion of Class A common stock to redemption amount		—		—		—		—		—		(28,673	)		(28.673	)

Net income		—		—		—		—		—		2,686,615			2,686,615

Balance – June 30, 2022 (unaudited)		—	$	—		6,037,500	$	604	$	—	$	(11,333,127	)	$	(11,332,523	)

Gross proceeds	$	241,500,000		$	241,500,000
Less:
Proceeds allocated to Public Warrants		(10,481,100	)		(10,481,100	)
Class A common stock issuance costs		(13,006,039	)		(13,006,039	)
Plus:
Accretion of carrying value to redemption value		23,487,139			23,487,139
Class A common stock subject to possible redemption – December 31, 2021	$	241,500,000		$	241,500,000
Plus:
Accretion of carrying value to redemption value		28,673			829,736
Class A common stock subject to possible redemption – June 30, 2022	$	241,528,673
Class A common stock subject to possible redemption – September 30, 2022				$	242,329,736

	For the Three Months Ended June 30,										For the Six Months Ended June 30,								For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2022				2021						2022				2021				2022				2021				2022				2021
	Class A		Class B		Class A			Class B			Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic net income (loss) per common stock
Basic and diluted net income per common stock
Numerator:
Allocation of net income (loss)	$	2,149,292	$	537,323	$	(3,063,638	)	$	(765,910	)	$	6,887,856	$	1,721,964	$	1,510,123	$	440,165
Allocation of net income																			$	4,475,998	$	1,118,999	$	1,828,235	$	457,059	$	11,363,854	$	2,840,963	$	3,322,777	$	912,805
Denominator:
Basic weighted average shares outstanding		24,150,000		6,037,500		24,150,000			6,037,500			24,150,000		6,037,500		20,280,663		5,911,326		24,150,000		6,037,500		24,150,000		6,037,500		24,150,000		6,037,500		21,673,077		5,953,846
Basic net income (loss) per common stock	$	0.09	$	0.09	$	(0.13	)	$	(0.13	)	$	0.29	$	0.29	$	0.07	$	0.07
Dilutive net income (loss) per common stock
Numerator:
Allocation of net income (loss)	$	2,149,292	$	537,323	$	(3,063,638	)	$	(765,910	)	$	6,887,856	$	1,721,964	$	1,502,884	$	447,404
Denominator:
Basic weighted average shares outstanding		24,150,000		6,037,500		24,150,000			6,037,500			24,150,000		6,037,500		20,280,663		6,037,500
Basic net income (loss) per common stock	$	0.09	$	0.09	$	(0.13	)	$	(0.13	)	$	0.29	$	0.29	$	0.07	$	0.07
Basic net income per common stock																			$	0.19	$	0.19	$	0.08	$	0.08	$	0.47	$	0.47	$	0.15	$	0.15

Description	Level	September 30, 2022		December 31, 2021
Assets:
Investments and marketable securities held in Trust	1	$	242,670,400	$	241,511,431
Liabilities:
Warrant Liability – Public Warrants	1	$	386,400	$	5,506,200
Warrant Liability – Private Warrants	2	$	364,267	$	5,228,218

Description	Level		June 30, 2022		December 31, 2021
Assets:
Investments and marketable securities held in Trust		1	$	241,866,155	$	241,511,431
Liabilities:
Warrant Liability – Public Warrants		1	$	821,100	$	5,506,200
Warrant Liability – Private Warrants		3	$	776,431	$	5,228,218

	June 30, 2022			June 30, 2021
Risk-free interest rate		3.01	%		1.00	%
Expected term (years)		0.29			5.79
Expected volatility		1.80	%		10.0	%
Exercise price	$	11.50		$	11.50
Stock Price	$	9.83		$	9.87
Dividend yield		0.0	%		0.0	%