UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2021

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

For the transition period from to .

FIGURE ACQUISITION CORP. I

(Exact name of registrant as specified in its charter)

Delaware	001-40081	85-4326385
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

650 California Street, Suite 2700

San Francisco, CA 94108

(Address of principal executive offices, including zip code)

(628) 210-6937

Registrant’s Telephone Number, Including Area Code

Not Applicable

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.01 per share	FACA	The New York Stock Exchange
Redeemable warrants, each one whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	FACA WS	The New York Stock Exchange
Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant	FACA.U	The New York Stock Exchange

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

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

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

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

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

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

As of November 22, 2021, 28,750,000 shares of Class A common stock, par value $0.0001 per share, 3,194,444 shares of Class B common stock, par value $0.0001 per share, and 9,126,984 shares of Class L common stock, par value $0.0001, were issued and outstanding, respectively.

Note 1 — Organization and Business Operations

Figure Acquisition Corp. I (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on December 15, 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 (“Business Combination”).

As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”) 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 generates 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 IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 18, 2021 (the “Effective Date”). On February 23, 2021, the Company consummated the IPO of 28,750,000 units ((the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which included the full exercise by the underwriters of the over-allotment option to purchase an additional 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000, which is discussed in Note 4. Each Unit consists of one share of common stock, and one-fourth of one redeemable warrant to purchase one share of Class A common stock at a price of $11.50 per whole share.

Simultaneously with the closing of the IPO, the Company consummated the sale of 5,166,667 Private Placement Warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, in a private placement to Fintech Acquisition LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,750,000, which is discussed in Note 5.

Transaction costs of the IPO amounted to $16,253,012 consisting of $5,750,000 of underwriting discount, $10,062,500 of deferred underwriting discount, and $440,512 of other offering costs, and of which $621,678 were allocated to expense associated with the warrant liability.

Following the closing of the IPO on February 23, 2021, $287,500,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries, as determined by the Company, until the earlier of: (a) the completion of the Company’s initial Business Combination, (b) the redemption of any shares of the Company’s Class A common stock sold in the Proposed Public Offering (the “public shares”) properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within 24 months from the closing of the Proposed Public Offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, and (c) the redemption of 100% of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Public Offering, subject to applicable law.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially approximately $10.00 per 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).

The Company will have 24 months from February 23, 2021, the closing of the Public Offering, to complete an initial Business Combination (the “Combination Period”). However, if the Company is unable to complete its initial 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 taxes (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 board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

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The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their shares of the Company’s Class B common stock (the “founder shares”), shares of Class L common stock and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares, shares of Class L common stock and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to stockholder’s rights or pre-initial Business Combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and shares of Class L common stock if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any founder shares held by them and any public shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor of the Company’s initial Business Combination.

The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

Liquidity and Capital Resources

As of September 30, 2021 and December 31, 2020, the Company had approximately $0.9 million and $25,000 in its operating bank account, and working capital of approximately $1 million and a deficit of $32,500, respectively.

The Company’s liquidity needs up to February 23, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 6) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $300,000 which was paid in full on February 23, 2021 from the IPO proceeds (see Note 6). Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans. As of September 30, 2021 and December 31, 2020, there were no amounts outstanding under any working capital loan.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Risks and Uncertainties

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

Note 2 - Restatement of Previously Issued Financial Statements

In the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain shareholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete a merger and continue to exist as a public company if there is sufficient Public Shares that do not redeem at the merger and so it is appropriate to classify the portion of its public shares required to keep its shareholders’ equity above the $5,000,000 threshold as "shares not subject to redemption."

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However, in light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose acquisition companies, management re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification of public shares. Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible assets required by the Company to complete its initial business combination.

In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its earnings per share calculation to allocate income and losses evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of stock share pro rata in the income and losses of the Company.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impacts were material to previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated to report all public shares as temporary equity. As such the Company is restating those periods in this Quarterly Report.

The Company also corrected its Delaware franchise tax expense recorded for 2021, which resulted in an additional charge to operating costs and a corresponding increase in accrued expenses for the three months ended March 31, 2021 and for the three and six months ended June 30, 2021.

Impact of the Restatement

The impact to the Balance Sheets as of February 23, 2021, March 31, 2021 and June 30, 2021, to the Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2021 and for the three and six months ended June 30, 2021, to the Statements of Operations for the three months ended March 31, 2021 and for the three and six months ended June 30, 2021, and to the Statements of Cash Flows for the three months ended March 31, 2021 and for the six months ended June 30, 2021 is presented below:

	As Previously Reported			Adjustment			As Restated
Balance Sheet as of February 23, 2021 (per form 8-K/A filed on June 4, 2021)
Class A common stock subject to possible redemption	$	255,108,035		$	32,391,965		$	287,500,000
Shareholders’ equity (deficit):
Class A common stock, $0.0001 par value		32,392			(32,392	)		—
Additional paid-in capital		5,755,132			(5,755,132	)		—
Retained Earnings (Accumulated Deficit)		(788,750	)		(26,604,441	)		(27,393,191	)
Total shareholders’ equity (deficit)	$	5,000,006		$	(32,391,965	)	$	(27,391,959	)

Shares subject to possible redemption		25,510,804			3,239,196			28,750,000

Balance Sheet as of March 31, 2021 (per form 10-Q filed on May 24, 2021)
Accrued offering costs and expenses	$	67,509	$	19,840		$	87,349
Total current liabilities		67,509		19,840			87,349
Total liabilities		26,313,968		19,840			26,333,808
Class A common stock subject to possible redemption		257,758,610		29,741,390			287,500,000
Shareholders’ equity (deficit):
Class A common stock, $0.0001 par value		29,741		(29,741	)		—
Additional paid-in capital		3,107,208		(3,107,208	)		—
Retained Earnings (Accumulated Deficit)		1,861,821		(26,624,281	)		(24,762,460	)
Total shareholders’ equity (deficit)	$	5,000,002	$	(29,761,230	)	$	(24,761,228	)

Shares subject to possible redemption		25,775,861		2,974,139			28,750,000

Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 13, 2021)
Accrued offering costs and expenses	$	104,080	$	69,703		$	173,783
Total current liabilities		164,441		69,703			234,144
Total liabilities		27,275,691		69,703			27,345,394
Class A common stock subject to possible redemption	$	256,719,090	$	30,784,402		$	287,503,492
Shareholders’ equity (deficit):
Class A common stock, $0.0001 par value		30,781		(30,781	)		—
Additional paid-in capital		4,145,688		(4,145,688	)		—
Retained Earnings (Accumulated Deficit)		822,302		(26,677,636	)		(25,855,334	)
Total shareholders’ equity (deficit)	$	5,000,003	$	(30,854,105	)	$	(25,854,102	)

Shares subject to possible redemption		25,671,909		3,078,091			28,750,000

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	As Previously Reported			Adjustment			As Restated
Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2021 (per form 10-Q filed on May 24, 2021)

Sale of 28,750,000 Units, net of underwriting discount and offering expenses
Class A Common stock - Shares		28,750,000			(28,750,000	)		—
Class A Common stock - Amount	$	287,500		$	(287,500	)	$	—
Additional Paid-in-Capital	$	271,581,166		$	(271,581,166	)	$	—
Total Stockholders' Equity	$	271,868,666		$	(271,868,666	)	$	—
Sale of 5,166,667 Private Placement warrants
Additional Paid-in-Capital	$	7,750,000		$	(7,750,000	)	$	—
Total Stockholders' Equity	$	7,750,000		$	(7,750,000	)	$	—
Initial classification of warrant liability
Additional Paid-in-Capital	$	(18,746,875	)	$	18,746,875		$	—
Total Stockholders' Equity	$	(18,746,875	)	$	18,746,875		$	—
Net income
Retained earnings	$	1,869,955		$	(19,840	)	$	1,850,115
Total Stockholders' Equity	$	1,869,955		$	(19,840	)	$	1,850,115
Class A common stock subject to possible redemption
Class A Common stock - Shares		(25,775,861	)		25,775,861			—
Class A Common stock - Amount	$	(257,759	)	$	257,759		$	—
Additional Paid-in-Capital	$	(257,500,851	)	$	257,500,851		$	—
Total Stockholders' Equity	$	(257,758,610	)	$	257,758,610		$	—
Accretion of Class A common stock subject to possible redemption
Additional Paid-in-Capital	$	—		$	(23,768	)	$	(23,768	)
Retained Earnings	$	—		$	(26,604,441	)	$	(26,604,441	)
Total Stockholders' Equity	$	—		$	(26,628,209	)	$	(26,628,209	)

Statement of Changes in Stockholders’ Equity (Deficit) for the three and six months ended June 30, 2021 (per form 10-Q filed on August 13, 2021)
Period from January 1, 2021 to March 31, 2021
Sale of 28,750,000 Units, net of underwriting discount and offering expenses
Class A Common stock - Shares		28,750,000			(28,750,000	)		—
Class A Common stock - Amount	$	287,500		$	(287,500	)	$	—
Additional Paid-in-Capital	$	271,581,166		$	(271,581,166	)	$	—
Total Stockholders' Equity	$	271,868,666		$	(271,868,666	)	$	—
Sale of 5,166,667 Private Placement warrants
Additional Paid-in-Capital	$	7,750,000		$	(7,750,000	)	$	—
Total Stockholders' Equity	$	7,750,000		$	(7,750,000	)	$	—
Initial classification of warrant liability
Additional Paid-in-Capital	$	(18,746,875	)		18,746,875		$	—
Total Stockholders' Equity	$	(18,746,875	)	$	18,746,875		$	—
Net income
Retained earnings	$	1,869,955		$	(19,840	)	$	1,850,115
Total Stockholders' Equity	$	1,869,955		$	(19,840	)	$	1,850,115
Class A common stock subject to possible redemption
Class A Common stock - Shares		(25,775,861	)		25,775,861			—
Class A Common stock - Amount	$	(257,759	)	$	257,759		$	—
Additional Paid-in-Capital	$	(257,500,851	)	$	257,500,851		$	—
Total Stockholders' Equity	$	(257,758,610	)	$	257,758,610		$	—
Accretion of Class A common stock subject to possible redemption
Additional Paid-in-Capital	$	—		$	(23,768	)	$	(23,768	)
Retained Earnings	$	—		$	(26,604,441	)	$	(26,604,441	)
Total Stockholders' Equity	$	—		$	(26,628,209	)	$	(26,628,209	)
Period from April 1, 2021 to June 30, 2021
Net loss
Retained earnings	$	(1,039,519	)	$	(49,863	)	$	(1,089,382	)
Total Stockholders' Equity	$	(1,039,519	)	$	(49,863	)	$	(1,089,382	)
Change in Class A common stock subject to possible redemption
Class A Common stock - Shares		139,952			(139,952	)		—
Class A Common stock - Amount	$	1,040		$	(1,040	)	$	—
Additional Paid-in-Capital	$	1,038,480		$	(1,038,480	)	$	—
Total Stockholders' Equity	$	1,039,520		$	(1,039,520	)	$	—
Accretion of Class A common stock subject to possible redemption
Retained Earnings	$	—		$	(3,492	)	$	(3,492	)
Total Stockholders' Equity	$	—		$	(3,492	)	$	(3,492	)

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	As Previously Reported			Adjustment			As Restated
Statement of Operations for the three months ended March 31, 2021 (per form 10-Q filed on May 24, 2021)
Formation and operating costs	$	71,283		$	19,840		$	91,123
Loss from operations		(71,283	)		(19,840	)		(91,123	)
Net income		1,869,955			(19,840	)		1,850,115
Weighted average shares outstanding, Redeemable Class A common stock		25,517,968			(13,698,524	)		11,819,444
Basic and diluted net income per share, Redeemable Class A common stock	$	—		$	0.08		$	0.08
Weighted average shares outstanding, Non-redeemable common stock		12,703,724			(1,328,725	)		11,374,999
Basic and diluted net loss per shares, Non-redeemable common stock	$	0.15		$	(0.07	)	$	0.08

Statement of Operations for the three months ended June 30, 2021 (per form 10-Q filed on August 13, 2021)
Formation and operating costs	$	178,220		$	49,863		$	228,083
Loss from operations		(178,220	)		(49,863	)		(228,083	)
Net loss		(1,039,519	)		(49,863	)		(1,089,382	)
Weighted average shares outstanding, Redeemable Class A common stock		25,774,719			2,975,281			28,750,000
Basic and diluted net income per share, Redeemable Class A common stock	$	—		$	(0.03	)	$	(0.03	)
Weighted average shares outstanding, Non-redeemable common stock		15,296,709			(2,975,281	)		12,321,428
Basic and diluted net loss per shares, Non-redeemable common stock	$	(0.07	)	$	0.04		$	(0.03	)

Statement of Operations for the six months ended June 30, 2021 (per form 10-Q filed on August 13, 2021)
Formation and operating costs	$	249,503		$	69,703		$	319,206
Loss from operations		(249,503	)		(69,703	)		(319,206	)
Net income		830,436			(69,703	)		760,733
Weighted average shares outstanding, Redeemable Class A common stock		25,700,501			(5,369,009	)		20,331,492
Basic and diluted net income per share, Redeemable Class A common stock	$	—		$	0.02		$	0.02
Weighted average shares outstanding, Non-redeemable common stock		14,007,380			(2,156,552	)		11,850,828
Basic and diluted net loss per shares, Non-redeemable common stock	$	0.06		$	(0.04	)	$	0.02

Statement of Cash Flows for the three months ended March 31, 2021 (per form 10-Q filed on May 24, 2021)
Cash flows from operating activities:
Net income	$	1,869,955	$	(19,840	)	$	1,850,115
Change in operating assets and liabilities:
Accrued expenses		26,925		19,840			46,765
Supplemental disclosure of non-cash financing activities:
Initial classification of common stock subject to possible redemption	$	257,758,610	$	29,741,390		$	287,500,000

Statement of Cash Flows for the six months ended June 30, 2021 (per form 10-Q filed on August 13, 2021)
Cash flows from operating activities:
Net income	$	830,436		$	(69,703	)	$	760,733
Change in operating assets and liabilities:
Accrued expenses		95,946			69,703			165,649
Supplemental disclosure of non-cash financing activities:
Initial classification of common stock subject to possible redemption	$	257,758,610		$	29,741,390		$	287,500,000
Change in common stock subject to possible redemption		(1,039,520	)		1,039,520			—

Note 3 — Significant Accounting Policies

Basis of Presentation

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

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The interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

Emerging Growth Company Status

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

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

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

Marketable Securities Held in Trust Account

At September 30, 2021, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less and in money market funds which invest in U.S. Treasury securities. During the nine months ended September 30, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations.

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

A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates.

Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statements of operations. Interest income is recognized when earned.

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Warrant Liabilities

The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 4, Note 5 and Note 9) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to temporary equity upon the completion of the Initial Public Offering. Transaction costs amounted to $16,253,012, of which $621,678 were allocated to expense associated with the warrant liability.

Common Stock Subject to Possible Redemption

All of the Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at September 30, 2021 and December 31, 2020, all shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet.

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

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a 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. The deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020.

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 September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These potential 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. The provision for income taxes was deemed to be de minimis for the period ended September 30, 2021.

Net (Loss) Income Per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, Class A Common Stock and Class B Common Stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 12,354,167 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per ordinary share for the period presented.

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Basic and diluted net income per common share for Class A common stock and Class B common stock is calculated by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock.

Reconciliation of Net Income per Common Share

The Company’s net income is adjusted for the portion of net income that is allocable to each class of common stock. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted income per common share is calculated as follows:

	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Redeemable Class A Common Stock
Net income allocable to Class A Common Stock	$	2,749,191	$	3,087,657
Basic and diluted weighted average shares outstanding, Class A common stock		28,750,000		23,168,498
Basic and diluted net income per common share	$	0.10	$	0.13
Non-Redeemable Class B and Class L Common Stock
Net income allocable to Non-Redeemable Stock	$	1,178,224	$	1,600,491
Denominator: Weighted Average Non-Redeemable stock
Basic and diluted weighted average shares outstanding		12,321,428		12,009,419
Basic and diluted net income per common share	$	0.10	$	0.13

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

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

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

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

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Note 4 — Initial Public Offering

Public Units

On February 23, 2021, the Company sold 28,750,000 Units, at a purchase price of $10.00 per Unit, which included the full exercise by the underwriters of the over-allotment option to purchase an additional 3,750,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one-fourth of one redeemable warrant to purchase one share of Class A common stock (the “Public Warrants”).

Public Warrants

Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable on the later of 12 months from February 23, 2021, the closing of the Public Offering, or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

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 the initial 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, (i) in the case of any such issuance to the Sponsor or any of its respective affiliates, without taking into account any founder shares or shares of Class L common stock held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to the Sponsor or any of its respective affiliates, without taking into account the transfer of founder shares, shares of Class L common stock or private placement warrants by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below in “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” 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 described below in “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current. 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. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.

Redemption of Warrants When the Price per of Class A Common Stock Equals or Exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”); and

●

if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities).

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The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable, the Company may exercise its redemption right even if unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of Warrants When the Price per of Class A Common Stock Equals or Exceeds $10.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the “fair market value” of the Class A common stock (as defined below in the immediately following paragraph) except as otherwise described below;

●

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities); and

●

if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

The “fair market value” of the Class A common stock for the above purpose shall mean the volume-weighted average price of the Class A common stock as reported during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide our warrant holders with the final fair market value no later than one business day after the ten-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment).

If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any 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. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of the Class A common stock over the exercise price of the warrants by (y) the fair market value and (B) 0.361 per whole warrant. The “fair market value” as used in this paragraph shall mean the average last reported sale price of the Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

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PART I. FINANCIAL INFORMATION	1
Item 1. Financial Statements (Unaudited)	1
Unaudited Condensed Balance Sheets as of September 30, 2021 and Audited Balance Sheet as of December 31, 2020	1
Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2021	2
Unaudited Condensed Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2021	3
Unaudited Condensed Statement of Cash Flows for the Period for the nine months ended September 30, 2021	4
Notes to Unaudited Condensed Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	22
Item 4. Controls and Procedures.	22
PART II - OTHER INFORMATION	22
Item 1. Legal Proceedings.	22
Item 1A. Risk Factors.	23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	23
Item 3. Defaults upon Senior Securities.	23
Item 4. Mine Safety Disclosures.	23
Item 5. Other Information.	23
Item 6. Exhibits.	24

	September 30, 2021			December 31, 2020
	(unaudited)			(audited)
Assets:
Current assets:
Cash	$	853,737		$	25,000
Prepaid Expenses		308,523			—
Total current assets		1,162,260			25,000
Deferred offering costs		—			49,366
Cash and securities held in Trust Account		287,524,019			—
Other non-current assets		114,671			—
Total Assets	$	288,800,950		$	74,366

Liabilities and Stockholders’ Equity
Current liabilities:
Accrued offering costs and expenses	$	189,769		$	57,500
Due to related party		—			—
Total current liabilities		189,769			57,500
Deferred underwriting fee		10,062,500			—
Warrant liability		12,971,875			—
Total liabilities		23,224,144			57,500

Commitments and Contingencies (See Note 6)

Class A Common Stock subject to possible redemption, 28,750,000 and 0 shares at redemption value, at September 30, 2021 and December 31, 2020, respectively		287,524,019			—

Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized;none issued and outstanding		—			—
Class A common stock, $0.01 par value; 100,000,000 shares authorized; no shares issued and outstanding (excluding 28,750,000 and no shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively		—			—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,194,444 shares issued and outstanding at September 30, 2021 and December 31, 2020		319			319
Class L common stock, $0.0001 par value; 15,000,000 shares authorized; 9,126,984 shares issued and outstanding at September 30, 2021 and December 31, 2020		913			913
Additional paid-in capital		—			23,768
Retained earnings (accumulated deficit)		(21,948,445	)		(8,134	)
Total stockholders’ equity		(21,947,213	)		16,866
Total Liabilities and Stockholders’ Equity	$	288,800,950		$	74,366

	For the three months ended September 30, 2021			For the nine months ended September 30, 2021
Formation and operating costs	$	169,986		$	489,192
Loss from Operations		(169,986	)		(489,192	)

Other income (loss):
Interest earned on cash and marketable securities held in Trust Account		20,526			24,018
Offering costs allocated to warrants		—			(621,678	)
Excess fair value of private warrants in excess of proceeds received		(155,000	)		(155,000	)
Change in fair value of warrant liability		4,231,875			5,930,000
Total other income (loss)		4,097,401			5,177,340

Net income	$	3,927,415		$	4,688,148
Weighted average shares outstanding, Class A common stock subject to possible redemption		28,750,000			23,168,498
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.10		$	0.13
Weighted average shares outstanding, Non-redeemable Class B and Class L common stock		12,321,428			12,009,419
Basic and diluted net income per share, Non-redeemable Class B and Class L common stock	$	0.10		$	0.13

Cash flows from operating activities:
Net income	$	4,688,148
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(24,018	)
Offering costs allocated to warrants		621,678
Excess fair value of private warrants in excess of proceeds received		155,000
Change in fair value of warrant liability		(5,930,000	)
Changes in operating assets and liabilities:
Prepaid expenses		(308,523	)
Other non-current assets		(114,671	)
Accrued expenses		181,635
Net cash used in operating activities		(730,751	)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(287,500,000	)
Net cash used in investing activities		(287,500,000	)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discount		281,750,000
Proceeds from issuance of Private Placement Warrants		7,750,000
Proceeds from promissory note – related party		115,492
Repayment of promissory note – related party		(115,492	)
Payment of offering costs		(440,512	)
Net cash provided by financing activities		289,059,488
Net change in cash		828,737
Cash, beginning of period		25,000
Cash, end of the period	$	853,737

Supplemental disclosure of non-cash financing activities:
Initial classification of common stock subject to possible redemption	$	287,500,000
Accretion of common stock subject to possible redemption	$	24,019
Initial classification of warrant liability	$	18,901,875
Deferred underwriters’ discount payable charged to accumulated deficit	$	10,062,500

	Class A Common stock				Class B Common stock				Class L Common stock				Additional Paid-in			Retained			Total Stockholder’s
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Earnings			Equity (Deficit)
Balance as of January 1, 2021		—	$	—		3,194,444	$	319		9,126,984	$	913	$	23,768		$	(8,134	)	$	16,866
Net income (As Restated)		—		—		—		—		—		—		—			1,850,115			1,850,115
Accretion of Class A common stock subject to possible redemption		—		—		—		—		—		—		(23,768	)		(26,604,441	)		(26,628,209	)
Balance as of March 31, 2021 (unaudited)		—	$	—		3,194,444	$	319		9,126,984	$	913	$	—		$	(24,762,460	)	$	(24,761,228	)
Net loss (As Restated)		—		—		—		—		—		—		—			(1,089,382	)		(1,089,382	)
Accretion of Class A common stock subject to possible redemption		—		—		—		—		—		—		—			(3,492	)		(3,492	)
Balance as of June 30, 2021 (unaudited)		—	$	—		3,194,444	$	319		9,126,984	$	913	$	—		$	(25,855,334	)	$	(25,854,102	)
Net income		—		—		—		—		—		—		—			3,927,415			3,927,415
Accretion of Class A common stock subject to possible redemption		—		—		—		—		—		—		—			(20,526	)		(20,526	)
Balance as of September 30, 2021 (unaudited)		—	$	—		3,194,444	$	319		9,126,984	$	913	$	—		$	(21,948,445	)	$	(21,947,213	)