HENNESSY CAPITAL INVESTMENT CORP. V ANALYSIS BY THE DEPARTMENT OF FINANCIAL POSITION AND OPERATING RESULTS (form 10-Q)


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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 report.



Special Note Regarding Forward-Looking Statements



All statements other than statements of historical fact included in this section
and elsewhere in this Form 10-Q regarding the Company's financial position,
business strategy and the plans and objectives of management for future
operations, are forward-looking statements. When used in this Form 10-Q, words
such as "anticipate," "believe," "estimate," "expect," "intend" and similar
expressions, as they relate to us or the Company's management, identify
forward-looking statements. Such forward-looking statements are based on the
beliefs of management, as well as assumptions made by, and information currently
available to, the Company's management. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain
factors detailed in our filings with the SEC.



Overview



We are a blank check company incorporated as a Delaware corporation on October
6, 2020. We were 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 ("Initial Business Combination"). We
intend to effectuate our Initial Business Combination using cash from the
proceeds of our initial public offering that was completed in January 2021 (the
"Public Offering") and the sale of warrants in a private placement (the "Private
Placement") that occurred simultaneously with the completion of the Public
Offering (the "Private Placement Warrants"), our capital stock, debt or a
combination of cash, stock and debt.



The issuance of additional shares of our shares in a first business combination:


  ? may significantly dilute the equity interest of our stockholders;



? may subordinate the rights of holders of our common shares if preferred

the shares are issued with rights superior to those granted to our ordinary shares;

? could result in a change of control if a substantial number of shares in our

ordinary shares are issued, which may affect, among other things, our ability

use our net operating loss carryforwards, if applicable, and could result in

        the resignation or removal of our present officers and directors;



? may have the effect of delaying or preventing a change of control of us by

dilute the shareholding or voting rights of a person seeking to

        obtain control of us; and




    ?   may adversely affect prevailing market prices for our Class A common stock
        and/or warrants.




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Likewise, if we issue debt or incur other debt to fund our initial business combination, it could result in:

? default and foreclosure on our assets if our operating income after a

        Initial Business Combination are insufficient to repay our debt
        obligations;



? the acceleration of our debt repayment obligations even if we do

        all principal and interest payments when due if we breach certain
        covenants that require the maintenance of certain financial ratios or
        reserves without a waiver or renegotiation of that covenant;



? our immediate payment of all principal and accrued interest, if any, if

        the debt security is payable on demand;




    ?   our inability to obtain necessary additional financing if the debt

security or any other debt contains covenants restricting our ability

obtain such financing while the debt obligation or other indebtedness is

        outstanding;




  ? our inability to pay dividends on our common stock;



? use a substantial portion of our cash flow to pay principal and interest

        on our debt, which will reduce the funds available for dividends on our
        common stock if declared, or limit our ability to pay expenses, make

capital expenditures and acquisitions and fund other

        purposes;



? limitations of our flexibility in planning and responding to changes in

        our business and in the industry in which we operate;



? increased vulnerability to adverse changes in the general economy, industry

and competitive conditions and adverse changes in government regulations;

? limitations on our ability to borrow additional amounts for expenses,

capital expenditures, acquisitions, debt service requirements, execution

        of our strategy and other purposes and




  ? other disadvantages compared to our competitors who have less debt.




At September 30, 2021, we had approximately $1,015,000 in cash outside of the
Trust Account. We are incurring and expect to incur significant costs in the
pursuit of an Initial Business Combination and we cannot assure you that our
plans to complete an Initial Business Combination will be successful.



Recent Developments – COVID-19



In December 2019, a novel strain of coronavirus was reported to have surfaced in
Wuhan, China, which has spread throughout other parts of the world, including
the United States. On January 30, 2020, the World Health Organization declared
the outbreak of the coronavirus disease (COVID-19) a "Public Health Emergency of
International Concern." On January 31, 2020, U.S. Health and Human Services
Secretary Alex M. Azar II declared a public health emergency for the United
States to aid the U.S. healthcare community in responding to COVID-19, and on
March 11, 2020 the World Health Organization characterized the outbreak as a
"pandemic." COVID-19 has resulted in a widespread health crisis that has
adversely affected the economies and financial markets worldwide. Furthermore,
we may be unable to complete a business combination if continued concerns
relating to COVID-19 restrict travel, limit the ability to have meetings with
potential investors or the target company's personnel, vendors and services
providers are unavailable to negotiate and consummate a transaction in a timely
manner. The extent to which COVID-19 impacts our ability to close a business
combination will depend on future developments, which are highly uncertain and
cannot be predicted, including new information which may emerge concerning the
severity of COVID-19 and the actions to contain COVID-19 or treat its impact,
among others. If the disruptions posed by COVID-19 or other matters of global
concern continue for an extended period of time, our ability to consummate a
business combination may be materially adversely affected.



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Recent developments – Termination of the merger agreement and reorganization plan

As previously disclosed, on May 7, 2021, Hennessy Capital Investment Corp. V
("HCIC") entered into a Merger Agreement and Plan of Reorganization (as amended
and restated on June 19, 2021, the "Merger Agreement") with PlusAI Corp, an
exempted company incorporated with limited liability in the Cayman Islands
("Plus"), Plus Inc., an exempted company incorporated with limited liability in
the Cayman Islands ("PubCo"), Prime Merger Sub I, Inc., an exempted company
incorporated with limited liability in the Cayman Islands and a direct,
wholly-owned subsidiary of PubCo, Prime Merger Sub II, Inc., a Delaware
corporation and wholly-owned subsidiary of PubCo, and Plus Holdings Ltd., an
exempted company incorporated with limited liability in the Cayman Islands and
wholly-owned subsidiary of Plus, to effect HCIC's initial business combination
with Plus. In light of recent developments in the regulatory environment outside
of the United States, Plus is pursuing a potential restructuring of certain
aspects of its business. Subsequent to September 30, 2021 and given the November
8, 2021 "outside date" set forth in the Merger Agreement, HCIC and Plus have
mutually agreed to terminate the Merger Agreement effective as of November
8,
2021.



HCIC and Plus may enter into discussions with respect to a potential new
business combination transaction following any such restructuring, though they
are under no obligation to do so and there can be no assurance that any such
discussions would result in the parties reaching a definitive agreement with
respect to a potential new business combination.



Neither party will be liable to pay the other a termination fee as a result of the mutual decision to terminate the Merger Agreement.

Plus is a global provider of self-driving truck technology aimed at making
trucks safer, more efficient, more comfortable, and better for the environment
using its autonomous driving solution PlusDrive advanced sensing technologies,
including radar, lidar, and cameras to provide a 360-degree sensing system. Plus
plans to begin mass production of PlusDrive, starting in 2021 with FAW, a
heavy-truck manufacturer. Plus is headquartered in Cupertino, California.



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Results of Operations



For the period from October 6, 2020 (date of inception) to September 30, 2021,
our activities consisted of formation and preparation for the Public Offering
and, subsequent to completion of the Public Offering on January 20, 2021,
identifying and completing a suitable Initial Business Combination. As such, in
2021 we had no operations or significant operating expenses until after the
completion of the Public Offering in January 2021.



Our normal operating costs since January 20, 2021 include costs associated with
our search for an Initial Business Combination (see below), costs associated
with our governance and public reporting (see below), state franchise taxes of
approximately $17,000 per month (see below), a charge of $15,000 per month from
our Sponsor for administrative services and $29,000 per month ($14,000 of which
is deferred as to payment until closing of our Initial Business Combination) for
compensation to each of our Chief Operating Officer and Chief Financial Officer.
Our costs in the three and nine months ended September 30, 2021 also include
professional and consulting fees and travel associated with evaluating various
Initial Business Combination candidates, as well as the costs of our public
reporting and other costs, subsequent to the Public Offering. Professional and
consulting fees, regulatory and travel costs associated with investigating
potential Initial Business Combination candidates were approximately $1,020,000
and $7,330.000, respectively, for the three and nine months ended September 30,
2021. As we identified our Initial Business Combination candidate, our costs
have increased significantly in connection with negotiating and executing a
definitive agreement and related agreements as well as additional professional,
due diligence and consulting fees and travel costs required in connection with
an Initial Business Combination. Costs associated with our governance and public
reporting have increased since the Public Offering and were approximately
$237,000 and $411,000 for the three and nine months ended September 30, 2021. In
addition, since our operating costs are not expected to be deductible for
federal income tax purposes, we are subject to federal income taxes on the
interest income earned from the Trust Account less taxes. Such federal income
taxes were $-0-, for both the three and nine months ended September 30, 2021
because the cost of deductible franchise taxes exceeded the interest income
earned on the Trust Account. We are permitted to withdraw interest earned from
the Trust Account for the payment of taxes to the extent of interest income
earned. We did not withdraw any interest from the Trust Account in the three and
nine months ended September 30, 2021.



The Public Offering and the Private Placement closed on January 20, 2021 as more
fully described in "Liquidity and Capital Resources" below. At that time, the
proceeds in the Trust Account were initially invested in a money market fund
that invested solely in direct U.S. government obligations meeting the
applicable conditions of Rule 2a-7 of the Investment Company Act of 1940. At
September 30, 2021, proceeds in the Trust Account continue to be invested in
such money market fund. As a result of market conditions occurring in connection
with the Covid-19 pandemic, interest rates on available investments are low
(less than 0.1%) and at that level are insufficient to cover our franchise tax
obligations. It is unclear how long this condition will persist, or whether
it
could worsen.



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As discussed further in Note 7 to the condensed financial statements, the
Company accounts for its outstanding public and private warrants as components
as derivative liabilities in the accompanying unaudited condensed financial
statements.  As a result, the Company is required to measure the fair value of
the public and private warrants at the end of each reporting period and
recognize changes in the fair value from the prior period in the Company's
operating results for each current period. The condensed statement of operations
for the three and nine months ended September 30, 2021 reflects other income
from change in fair value of the warrant liability of approximately $13,224,000
and $5,757,000, respectively, and charges to other expense aggregating
approximately $-0- and $1,471,000, respectively, for warrant liability
transaction costs (approximately $639,000) and transaction date expenses related
to the issuance of the Private Placement Warrants (approximately $832,000).



The Company's prior accounting for the warrants as components of equity instead
of as derivative liabilities at January 20, 2021 has been corrected to reflect
the warrants as liabilities at that date, which did not have any effect on the
Company's previously reported operating expenses, cash flows, cash, trust
account or total stockholders' equity (see Note 7 to condensed financial
statements).



Liquidity and capital resources

On January 20, 2021, we consummated the Public Offering of an aggregate of
34,500,000 Units at a price of $10.00 per unit generating gross proceeds of
approximately $345,000,000 before underwriting discounts and expenses.
Simultaneously with the consummation of the Public Offering, we consummated the
Private Placement of 6,933,333 Private Placement Warrants, each exercisable to
purchase one share of our Class A common stock at $11.50 per share, to the
Sponsor and certain funds and accounts managed by subsidiaries of BlackRock,
Inc. and D.E. Shaw Valance Portfolios,L.L.C. (collectively, the "Direct Anchor
Investors"), at a price of $1.50 per Private Placement Warrant, generating gross
proceeds, before expenses, of approximately $10,400,000.



The net proceeds from the Public Offering and Private Placement were
approximately $347,776,000, net of the non-deferred portion of the underwriting
commissions of $6,900,000 and offering costs and other expenses of approximately
$724,000. $345,000,000 of the proceeds of the Public Offering and the Private
Placement have been deposited in the Trust Account and are not available to us
for operations (except amounts to pay taxes). At September 30, 2021, we had
approximately $1,015,000 of cash available outside of the Trust Account to fund
our activities until we consummate an Initial Business Combination.



Until the consummation of the Public Offering, the Company's only sources of
liquidity were an initial purchase of shares of our Class B common stock for
$25,000 by the Sponsor, and a total of $150,000 loaned by the Sponsor against
the issuance of an unsecured promissory note (the "Note"). The Note was
non-interest bearing and was paid in full on January 20, 2021 in connection with
the closing of the Public Offering.



At September 30, 2021, the Company has approximately $1,015,000 in cash,
approximately $7,238,000 of current liabilities and approximately $6,223,000 in
negative working capital. The Company has incurred and expects to continue to
incur significant costs in pursuit of its Business Combination. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern for a period of time within one year after the date that the financial
statements are issued. There is no assurance that the Company's plans to
consummate a Business Combination will be successful or successful within the
period allotted to complete the Business Combination. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.



The preponderance of the current liabilities (approximately $6,740,000) results
from amounts accrued as payable to professional service firms who indicated
their intention to accept deferred payment terms, or success fees, that are
payable at the closing of the proposed Business Combination. As a result, the
Company believes, but cannot assure, that it has the liquidity to complete
a
Business Combination.



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The Company has only until January 20, 2023 to complete an Initial Business
Combination. If the Company does not complete an Initial Business Combination by
January 20, 2023, the Company will (i) cease all operations except for the
purposes of winding up; (ii) as promptly as reasonably possible, but not more
than ten business days thereafter, redeem the public shares of Class A common
stock for a pro rata portion of the Trust Account, including interest, but less
taxes payable (and less up to $100,000 of such net interest to pay dissolution
expenses) and (iii) as promptly as reasonably possible following such
redemption, dissolve and liquidate the balance of the Company's net assets to
its creditors and remaining stockholders, as part of its plan of dissolution and
liquidation. The initial stockholders have waived their redemption rights with
respect to their founder shares; however, if the initial stockholders or any of
the Company's officers, directors or their affiliates acquire shares of Class A
common stock in or after the Public Offering, they will be entitled to a pro
rata share of the Trust Account upon the Company's redemption or liquidation in
the event the Company does not complete an Initial Business Combination within
the required time period.



In the event of such liquidation, it is possible that the per share value of the
residual assets remaining available for distribution (including Trust Account
assets) will be less than the price per unit in the Public Offering.



Off-balance sheet financing arrangements



As of September 30, 2021, we have no obligations, assets or liabilities which
would be considered off-balance sheet arrangements. 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 special purpose entities, guaranteed the debts or commitments of other entities, or entered into agreements for non-financial assets.


Contractual obligations



At September 30, 2021, we did not have any long-term debt, capital lease
obligations, operating lease obligations or long-term liabilities. In connection
with the Public Offering, we entered into an Administrative Support Agreement
with Hennessy Capital Group LLC, an affiliate of our Sponsor, pursuant to which
the Company pays Hennessy Capital Group LLC $15,000 per month for office space,
utilities and secretarial and administrative support.



Also, commencing on the date the securities are first listed on the Nasdaq
Capital Market, the Company has agreed to compensate each of its President and
Chief Operating Officer as well as its Chief Financial Officer $29,000 per month
prior to the consummation of the Company's initial Business Combination, of
which $14,000 per month is payable upon the completion of the Company's initial
Business Combination and $15,000 per month is payable currently for their
services. During the three and nine months ended September 30, 2021,
approximately $90,000 and $256,000 was paid and approximately $239,000 was
included in current liabilities as deferred compensation at September 30, 2021
for these obligations.


Upon completion of the initial business combination or liquidation of the company, the company will cease paying or accruing these monthly fees.



In connection with identifying an Initial Business Combination candidate and
negotiating an Initial Business Combination, the Company may enter into
engagement letters or agreements with various consultants, advisors,
professionals and others in connection with an Initial Business Combination. The
services under these engagement letters and agreements can be material in amount
and in some instances can include contingent or success fees. Contingent or
success fees (but not deferred underwriting compensation) would be charged to
operations in the quarter that an Initial Business Combination is consummated.
In most instances (except with respect to our independent registered public
accounting firm), these engagement letters and agreements are expected to
specifically provide that such counterparties waive their rights to seek
repayment from the funds in the Trust Account.



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Critical Accounting Policies



The preparation of financial statements and related disclosures in conformity
with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. The Company has identified the following as its critical accounting
policies:



Emerging Growth Company:



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 an
election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when an accounting 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.



Net earnings (loss) per common share:



Net loss per common share is computed by dividing net loss applicable to common
stockholders by the weighted average number of common shares outstanding during
the period as calculated using the treasury stock method. The Company has not
considered the effect of the warrants sold in the Public Offering and the
Private Placement to purchase an aggregate of 15,558,333 shares of Class A
common stock in the calculation of diluted income (loss) per share, since their
inclusion would be anti-dilutive under the treasury stock method. As a result,
diluted income (loss) per common share is the same as basic loss per common
share for the period.



The Company complies with the accounting and disclosure requirements of FASB ASC
Topic 260, "Earnings Per Share." The Company has two classes of stock, which are
referred too as Class A common stock and Class B common stock. Income and losses
are shared pro rata between the two classes of stock. Net income (loss) per
common share is calculated by dividing the net income (loss) by the weighted
average number of ordinary shares out standing during the respective period.



The following table reflects earnings per share after distribution of earnings among shares on the basis of outstanding shares.


                                                  For the three months ended          For the nine months ended
                                                      September 30, 2021                  September 30, 2021
                                                    Class A           Class B          Class A           Class B

Numerator:

Allocation of net income (loss)                       9,312,800       2,328,200         (3,547,232 )      (947,768 )
Denominator:
Weighted average shares outstanding                  34,500,000       

8,625,000 31,972,527 8,542,582 Basic and diluted net earnings (loss) per share $ 0.27 $ 0.27 $ (0.11) $ (0.11)



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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 Deposit Insurance Corporation maximum 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.



Financial Instruments:


The fair value of the assets and liabilities of the Company, which are qualified as financial instruments according to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, approximates the book values ​​represented on the balance sheet primarily because of their short-term nature.


Use of Estimates:



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 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 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 estimates included in these financial statements is the
determination of the fair value of the warrant liability. Such estimates may be
subject to change as more current information becomes available and accordingly
the actual results could differ significantly from those estimates.



Deferred Offering Costs:


The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC
Staff Accounting Bulletin (SAB) Topic 5A - "Expenses of Offering." Costs
incurred in connection with preparation for the Public Offering were
approximately $19,689,000, including the underwriters discount of $18,975,000.
Such costs were allocated among the equity and warrant liability components
based on their fair values and approximately $19,050,000 of such costs have been
charged to equity and the remainder, approximately $639,000, have been charged
to the condensed statement of operations upon completion of the Public Offering
in January 2021.



Income Taxes:


The Company follows the asset and liability method of accounting for income
taxes under FASB ASC 740, "Income Taxes." Deferred tax assets and liabilities
are recognized for the estimated future tax consequences attributable to
differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that included the
enactment date. Valuation allowances are established, when necessary, to reduce
deferred tax assets to the amount expected to be realized.



The Company's currently taxable income consists of interest income on the Trust
Account net of taxes. The Company's general and administrative costs are
generally considered start-up costs and are not currently deductible. During the
three and nine months ended September 30, 2021, the Company recorded income tax
expense of approximately $-0- in both periods because the cost of deductible
franchise taxes exceeded the interest income earned on the Trust Account. The
Company's effective tax rate for the three and nine months ended September 30,
2021 was approximately -0-% in both periods which differs from the expected
income tax rate due to the start-up costs (discussed above) which are not
currently deductible. At September 30, 2021 and December 31, 2020, the Company
has a deferred tax asset of approximately $280,000 and $-0-, respectively,
primarily related to start-up costs. Management has determined that a full
valuation allowance of the deferred tax asset is appropriate at this time.

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FASB ASC 740 prescribes a recognition threshold and a measurement attribute for
the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax
position must be more-likely-than-not to be sustained upon examination by taxing
authorities. There were no unrecognized tax benefits as of September 30, 2021 or
December 31, 2020. The Company recognizes accrued interest and penalties related
to unrecognized tax benefits as income tax expense. No amounts were accrued for
the payment of interest and penalties at September 30, 2021 or 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 is subject to income tax examinations by major taxing
authorities since inception.



Redeemable Common Stock:


As discussed in Note 4, all of the 34,500,000 public shares sold as part of
Units in the Public Offering contain a redemption feature which allows for the
redemption of public shares if the Company holds a stockholder vote or there is
a tender offer for shares in connection with a Business Combination. In
accordance with FASB ASC 480, redemption provisions not solely within the
control of the Company require the security 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 FASB ASC 480. Although the Company did not specify a maximum
redemption threshold, its charter provides that in no event will it redeem its
public shares in an amount that would cause its net tangible assets
(stockholders' equity) to be less than $5,000,001 upon the closing of a Business
Combination. However, because all of the shares of Class A common stock are
redeemable, all of the shares are recorded as Class A common stock subject to
redemption on the enclosed balance sheet. See also, Note 7, regarding a revision
to the presentation of redeemable shares in these financial statements and the
effect on previously reported financial statements.



The Company recognizes changes in redemption value immediately as they occur and
adjusts the carrying value of the securities at the end of each reporting
period. Increases or decreases in the carrying amount of redeemable common stock
are affected by adjustments to additional paid-in capital. Accordingly, at
September 30, 2021, all of the 34,500,000 public shares were classified outside
of permanent equity. At December 31, 2020, there were no shares of Class A
common stock outstanding or redeemable.



Warrant Liability



The Company accounts for warrants as either equity-classified or
liability-classified instruments based on an assessment of the warrant's
specific terms and applicable authoritative guidance in FASB ASC 480,
Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and
Hedging ("ASC 815"). The assessment considers whether the warrants are
freestanding financial instruments pursuant to ASC 480, meet the definition of a
liability pursuant to ASC 480, and whether the warrants meet all of the
requirements for equity classification under ASC 815, including whether the
warrants are indexed to the Company's own shares, among other conditions for
equity classification. This assessment, which requires the use of professional
judgment, is conducted at the time of warrant issuance and as of each subsequent
quarterly period end date while the warrants are outstanding.



For issued or modified warrants that meet all of the criteria for equity
classification, the warrants are required to be recorded as a component of
additional paid-in capital at the time of issuance. For issued or modified
warrants that do not meet all the criteria for equity classification, the
warrants are required to be recorded at their initial fair value on the date of
issuance, and each balance sheet date thereafter. Changes in the estimated fair
value of the warrants are recognized as a non-cash gain or loss on the
statements of operations. Costs associated with issuing the warrants accounted
for as liabilities are charged to operations when the warrants are issued. The
fair value of the warrants was estimated using a Monte Carlo simulation
approach.



Recent accounting positions:



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



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