The accompanying notes are an integral part of
the unaudited condensed financial statements.
The accompanying notes are an integral part of
the unaudited condensed financial statements.
The accompanying notes are an integral part of
the unaudited condensed financial statements.
The accompanying notes are an integral part of
the unaudited condensed financial statements.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Golden Arrow Merger Corp. (the “Company”)
is a blank check company incorporated in Delaware on December 31, 2020. The Company was formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses
(the “Business Combination”).
The Company is not limited to a particular industry
or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such,
the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of March 31, 2022, the Company had not commenced
any operations. All activity through March 31, 2022 relates to the Company’s formation and the initial public offering (“Initial
Public Offering”), which is described below, and subsequent to the Initial Public Offering, 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
Initial Public Offering was declared effective on March 16, 2021. On March 19, 2021, the Company consummated the Initial Public Offering
of 25,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public
Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000 which is described in Note 3. On May 6, 2021, the Company
sold 3,750,000 additional Units (the “Additional Units”) at $10.00 per Additional Unit, generating additional gross proceeds
of $37,500,000, which is also described in Note 3. The Additional Units were identical to the Units sold pursuant to the Initial Public
Offering.
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 4,500,000 warrants (the “Private Placement Warrants”) at a price of $1.50
per Private Placement Warrant in a private placement to Golden Arrow Sponsor, LLC (the “Sponsor”), generating gross proceeds
of $6,750,000, which is described in Note 4.
Transaction costs amounted to $16,309,469, consisting
of $5,750,000 in cash underwriting fees, $10,062,500 of deferred underwriting fees and $496,969 of other offering costs.
Following the closing of the Initial Public Offering
on March 19, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering
and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United
States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment
company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company
Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution
of the funds held in the Trust Account, as described below.
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There
is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial
Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets
held in the Trust Account (excluding any deferred underwriting fees and taxes payable on the interest earned on the Trust Account). The
Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting
securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register
as an investment company under the Investment Company Act.
The Company will provide the holders of the outstanding
Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the
completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination
or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination
or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro
rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust
Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s
warrants.
GOLDEN ARROW MERGER CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
The Company will only proceed with a Business
Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks
stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required
by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other
reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”),
conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file
tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is
required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business
or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not
pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has
agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in
favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting,
and if they do vote, irrespective of whether they vote for or against the proposed transaction.
Notwithstanding the foregoing, if the Company
seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate
of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom
such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% of the Public Shares, without the prior consent of the Company.
The Sponsor has agreed (a) to waive its redemption
rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and
(b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s
obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not
complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating
to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity
to redeem their Public Shares in conjunction with any such amendment.
The Company will have until March 19, 2023 to
complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within
the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as
reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not
previously released to pay 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 the Company’s board of directors, dissolve and liquidate, subject in
each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless
if the Company fails to complete a Business Combination within the Combination Period.
The Sponsor has agreed to waive its liquidation
rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However,
if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions
from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed
to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not
complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held
in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible
that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit
($10.00).
In order to protect the amounts held in the Trust
Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or
products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement,
reduce the amount of funds in the Trust Account to below the lesser of (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 Public Share due
to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third
party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply
to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver
is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party
claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors
by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm),
prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any
right, title, interest or claim of any kind in or to monies held in the Trust Account.
GOLDEN ARROW MERGER CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
Going Concern
As of March 31, 2022, we had cash of $535,855
and working capital of $122,951. The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate
target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar
locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective
target businesses, and structure, negotiate and complete a Business Combination.
The Company has incurred and expects to continue
to incur significant costs in pursuit of its acquisition plans. The Company will need to raise additional capital through loans or additional
investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor
may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their
sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing.
If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could
include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead
expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at
all. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will
be forced to cease operations and liquidate the Trust Account. These conditions raise substantial doubt about the Company’s ability
to continue as a going concern one year from the date that these financial statements are issued.
In connection with the Company’s assessment
of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB’s”) Accounting
Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going
Concern,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs as well
as complete a Business Combination by March 19, 2023, then the Company will cease all operations except for the purpose of liquidating.
The liquidity condition and the date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s
ability to continue as a going concern. Management plans to consummate a business combination prior to the mandatory liquidation date.
No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March
19, 2023.
NOTE 2. SUMMARY OF 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 8 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.
The accompanying unaudited condensed financial
statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 31, 2022.
The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year
ending December 31, 2022 or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting
firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company’s 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.
GOLDEN ARROW MERGER CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
Use of Estimates
The preparation of the condensed financial statements
in conformity with 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 financial statements and the reported amounts
of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment.
It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the
date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or
more future confirming events. Two of the more significant accounting estimates included in these financial statements is the determination
of the fair value of the warrant liability and the fair value of the convertible promissory note. Such estimates may be subject to change
as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of March 31, 2022 and December 31, 2021.
Investments Held in Trust Account
At March 31, 2022 and December 31, 2021, all of
the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities.
Class A Common Stock Subject to Possible
Redemption
The Company accounts for its Class A common
stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480
“Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified
as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock
that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain
events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified
as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to
be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December
31, 2021, the 28,750,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside
of the stockholders’ deficit section of the Company’s balance sheets.
The Company recognizes changes in redemption value
immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting
period.
At March 31, 2022 and December 31, 2021, the Class
A common stock reflected in the condensed balance sheets is reconciled in the following table:
Gross proceeds | |
$ | 287,500,000 | |
Less: | |
| | |
Proceeds allocated to Public Warrants | |
| (9,195,833 | ) |
Class A common stock issuance costs | |
| (15,827,645 | ) |
Plus: | |
| | |
Accretion of carrying value to redemption value | |
| 25,023,478 | |
| |
| | |
Class A common stock subject to possible redemption | |
$ | 287,500,000 | |
Offering Costs
Offering costs consist of underwriting, legal,
accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering
costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject
to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $15,827,645 were charged against their carrying
value upon the completion of the Initial Public Offering, and $481,824 of the offering costs were related to the warrant liabilities and
charged to the unaudited condensed statements of operations.
GOLDEN ARROW MERGER CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
Warrant Liabilities
The Company accounts for the warrants in accordance
with the guidance contained in ASC 815-40-15 under which the warrants do not meet the criteria for equity treatment and must be recorded
as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjust the warrants to fair value
at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair
value is recognized in our statements of operations. The Private Placement Warrants and the public warrants (the “Public Warrants”)
for periods where no observable traded price was available are valued using a lattice model, specifically a binomial lattice model incorporating
the Cox-Ross-Rubenstein methodology. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant
quoted market price was used as the fair value as of each relevant date.
Income Taxes
The Company follows the asset and liability method
of accounting for income taxes under 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. Deferred federal taxes were offset by
a valuation allowance as of March 31, 2022 and December 31, 2021.
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.
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 March 31, 2022 and December 31, 2021. The Company is currently not
aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company
is subject to income tax examinations by major taxing authorities since inception.
Net Income per Common Share
The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income by
the weighted average number of common stock outstanding for the period. The Company has two classes of shares which are referred to as
Class A common stock and Class B Common stock. Income is shared pro rata between the two classes of shares. This presentation assumes
a business combination as the most likely outcome. Accretion associated with the redeemable shares of Class A common stock is excluded
from earnings per share as the redemption value approximates fair value.
The calculation of diluted income per share does
not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement
since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 14,583,333
Class A common stock in the aggregate. As of March 31, 2022 and 2021, the Company had dilutive securities that are Public Warrants
and Private Placement Warrants that could, potentially, be exercised or converted into common stock and then share in the earnings of
the Company. The warrants are not exercisable until 30 days after the completion of a Business Combination. As a result, diluted net loss
per common share is the same as basic net loss per common share for the periods presented.
GOLDEN ARROW MERGER CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
The following table reflects the calculation of
basic and diluted net income (loss) per common share (in dollars, except per share amounts):
| |
Three Months Ended March 31, | |
| |
2022 | | |
2021 | |
| |
Class A | | |
Class B | | |
Class A | | |
Class B | |
Basic net income per common share | |
| | |
| | |
| | |
| |
Numerator: | |
| | |
| | |
| | |
| |
Allocation of net income, as adjusted | |
$ | 2,933,567 | | |
$ | 733,392 | | |
$ | 1,263,036 | | |
$ | 2,157,685 | |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 28,750,000 | | |
| 7,187,500 | | |
| 3,658,537 | | |
| 6,250,000 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted net income per common share | |
$ | 0.10 | | |
$ | 0.10 | | |
$ | 0.35 | | |
$ | 0.35 | |
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 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 account.
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,” approximate the carrying
amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature, other than derivative warrant
liabilities (see Note 9).
Recent Accounting Standards
In August 2020, the FASB issued ASU No. 2020-06,
“Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s
Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU
2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.
ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception
and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning
after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The impact of the adoption
of ASU 2020-06 is being assessed by the Company, however no significant impact on the financial statements is anticipated.
Management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed
financial statements.
GOLDEN ARROW MERGER CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
NOTE 3. PUBLIC OFFERING
Pursuant to the Initial Public Offering, the
Company sold 25,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third
of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A
common stock at a price of $11.50 per share, subject to adjustment (see Note 8). On May 6, 2021, the Company sold 3,750,000 Additional
Units at $10.00 per Additional Unit. The Additional Units were identical to the Units sold pursuant to the Initial Public Offering.
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial
Public Offering, the Sponsor purchased an aggregate of 4,500,000 Private Placement Warrants, at a price of $1.50 per warrant, or $6,750,000
in the aggregate. On May 6, 2021, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional
500,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, or $750,000 in the aggregate, if the over-allotment
option is exercised in full or in part by the underwriters. Each Private Placement Warrant is exercisable to purchase one share of Class
A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private
Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete
a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust
Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement
Warrants will expire worthless.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
In January 2021, the Sponsor paid $25,000 to
cover certain of the Company’s offering costs in consideration for the issuance of 7,187,500 shares of the Company’s Class
B common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture
to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares
would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial
Public Offering. As a result of the underwriters’ full exercise of their over-allotment option on May 6, 2021, no shares remain
subject to forfeiture.
The Sponsor has agreed, subject to limited exceptions,
not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a
Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common
stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or
(y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results
in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Promissory Note — Related Party
On January 8, 2021, the Company issued a non-interest
bearing, unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up
to an aggregate principal amount of $200,000. As of March 31, 2022 and December 31, 2021, there was $141,367 outstanding under the Promissory
Note, which was originally due on March 19, 2021.
On March 18, 2022, the Company amended and restated
the Promissory Note to extend the due date of amounts outstanding under the promissory note to the earlier of December 31, 2022 and the
date of consummation of a Business Combination.
Convertible Promissory Note – Related
Party
On February 25, 2022, the Company issued a promissory
note to the Sponsor pursuant to which it may borrow up to an aggregate principal amount of $500,000. The promissory note is non-interest
bearing and payable upon the consummation of a Business Combination. At the Sponsor’s discretion, the promissory note may be converted
into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private
Placement Warrants. As of March 31, 2022, there was a $500,000 balance outstanding under the Convertible Promissory Note. The Convertible
Promissory Note was valued using the fair value method. The fair value of the note as of March 31, 2022, was $367,700, which resulted
in a change in fair value of the convertible promissory note of $132,300 recorded in the statements of operations for the three months
ended March 31, 2022 (see Note 9).
GOLDEN ARROW MERGER CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
Working Capital Loans
In addition, in order to finance transaction
costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers
and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).
If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account
released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the
event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the
Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital
Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up
to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity. The warrants would
be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been
determined and no written agreements exist with respect to such loans. As of March 31, 2022 and December 31, 2021, no Working Capital
Loans were outstanding.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Risks and Uncertainties
Management continues to evaluate the impact of
the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus 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 condensed financial statements. The condensed financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
In February 2022, the Russian Federation and Belarus
commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have
instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on
the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial
condition, results of operations, and cashflows is also not determinable as of the date of these condensed financial statements.
Registration Rights
Pursuant to a registration rights agreement entered
into on March 16, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion
of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants
that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) have registration rights to require
the Company to register a sale of any of the securities held by them. The holders of these securities are entitled to make up to three
demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration
rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the securities.
The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters are entitled to a deferred fee
of $0.35 per Unit, or $10,062,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in
the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Side Letter Agreements
Pursuant to side letter agreements entered into
with each of Propoenent LLC and Siddhartha Mukherjee, as compensation for the introduction of the Company to a target company, not previously
known to the Company and with which the Company ultimately consummates its initial Business Combination, the Sponsor will either issue
a membership interest in the Sponsor representing an economic interest in 100,000 of the Founder Shares or transfer 100,000 of the Founders
Shares. As of March 31, 2022, this compensation was deemed to not have been earned.
GOLDEN ARROW MERGER CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
NOTE 7. STOCKHOLDERS’ EQUITY
Preferred Stock — The Company
is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences
as may be determined from time to time by the Company’s board of directors. At March 31, 2022 and December 31, 2021, there were
no shares of preferred stock issued or outstanding.
Class A Common Stock —
The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of
Class A common stock are entitled to one vote for each share. At March 31, 2022 and December 31, 2021, there was 28,750,000 shares
of Class A common stock issued and outstanding and all of which is subject to possible redemption and presented as temporary equity.
Class B Common Stock —
The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class
B common stock are entitled to one vote for each share. At March 31, 2022 and December 31, 2021, there were 7,187,500 shares of common
stock issued and outstanding.
Holders of Class A common stock and holders
of Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as otherwise
required by law.
The shares of Class B common stock will
automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the
holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked
securities, are issued or deemed issued in excess of the amounts issued in the Proposed Public Offering and related to the closing of
a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock
will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution
adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon
conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number
of all shares of common stock outstanding upon completion of the Proposed Public Offering plus all shares of Class A common stock
and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A
common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or to be issued,
to any seller in a Business Combination.
NOTE 8. WARRANTS
Warrants — As of March 31,
2022 and December 31, 2021, there were 9,583,333 Public Warrants outstanding. Public Warrants may only be exercised for a whole number
of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants
will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing
of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier
upon redemption or liquidation.
The Company will not be obligated to deliver
any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise
unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon
exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available,
subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless
basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of
the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption
from registration is available.
The Company has agreed that as soon as practicable,
but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable
efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration
statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current
prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above,
if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it
satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its
option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with
Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain
in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable
blue sky laws to the extent an exemption is not available.
GOLDEN ARROW MERGER CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
Redemption of warrants when the price per
share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem
the outstanding warrants (except as described herein with respect to the Private Placement Warrants):
● | in
whole and not in part; |
● | at
a price of $0.01 per warrant; |
● | upon
a minimum of 30 days’ prior written notice of redemption, or 30 day redemption period, to each warrant holder; and |
● | if,
and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits,
stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending
on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
If and when the warrants become redeemable by
the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for
sale under all applicable state securities laws.
Redemption of warrants when the price per
share of Class A common stock equals or exceeds $10.00. Commencing ninety days after the warrants become exercisable, the
Company may redeem the outstanding warrants:
● | in
whole and not in part; |
● | at
a price of $0.10 per warrant provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and
receive that number of shares of Class A common stock based on the redemption date and the fair market value of the Class A
common stock; |
● | upon
a minimum of 30 days’ prior written notice of redemption; |
● | if,
and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock
splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends
the notice of redemption to the warrant holders; |
● | if,
and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants,
as described above; and |
● | if,
and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon
exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption
is given. |
If the Company calls the Public Warrants for
redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants
to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A common
stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend,
extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants
will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be
required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period
and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect
to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with
respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
In addition, if (x) the Company issues additional
shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its Business
Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price
or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance
to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable,
prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more
than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s Business Combination on
the date of the completion of such Business Combination (net of redemptions), and (z) the volume weighted average trading price
of the Company’s common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates
its 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 $10.00 and
$18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 100% and 180% of the
higher of the Market Value and the Newly Issued Price, respectively.
GOLDEN ARROW MERGER CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
As of March 31, 2022 and December 31, 2021, there
were 5,000,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying
the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon
the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion
of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on
a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or its permitted
transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or its permitted transferees, the
Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
NOTE 9. FAIR VALUE MEASUREMENTS
The Company follows the guidance in ASC 820 for
its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets
and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and
liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: |
Quoted
prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions
for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: |
Observable
inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities
and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: |
Unobservable
inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
At March 31, 2022, assets held in the Trust Account
were comprised of $287,524,093 in money market funds which are primarily invested in U.S. Treasury securities. During the three months
ended March 31, 2022, the Company did not withdraw any interest income from the Trust Account.
At December 31, 2021, assets held in the Trust
Account were comprised of $287,517,003 in money market funds which are primarily invested in U.S. Treasury securities. During the year
ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account.
The Company uses inputs such as actual trade
data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its money
market investments held in the Trust Account.
GOLDEN ARROW MERGER CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
The following table presents information about
the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021
indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description | |
Level | |
March 31, 2022 | | |
December 31, 2021 | |
Assets: | |
| |
| | | |
| | |
Investments held in Trust Account | |
1 | |
$ | 287,524,093 | | |
$ | 287,517,003 | |
| |
| |
| | | |
| | |
Liabilities: | |
| |
| | | |
| | |
Warrant Liabilities – Public Warrants | |
1 | |
$ | 2,294,810 | | |
$ | 4,786,875 | |
Warrant Liabilities – Private Placement Warrants | |
3 | |
$ | 1,197,292 | | |
$ | 2,497,500 | |
Convertible promissory note – related party | |
3 | |
| 367,700 | | |
$ | — | |
Warrant Liabilities
The Warrants were accounted for as liabilities
in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying condensed balance sheets. The warrant
liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair
value of warrant liabilities in the condensed statements of operations. For the Public Warrants, the Company initially utilized a binomial
lattice model consistent with the Private Warrants discussed below. The subsequent measurements of the Public Warrants after the detachment
of the Public Warrants from the Units are classified as Level 1 due to the use of an observable market quote in an active market.
For the Private Placement Warrants, the Company
utilizes a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology, to value the warrants
at each reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant
liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price
volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its shares of common stock
based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the
U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected
life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate,
which the Company anticipates to remain at zero.
The key inputs for the binomial lattice model as of March 31, 2022
and December 31, 2021 were as follows:
Input | |
March 31, 2022 | | |
December 31, 2021 | |
Stock price | |
$ | 9.76 | | |
$ | 9.68 | |
Strike price | |
$ | 11.50 | | |
$ | 11.50 | |
Effective Expiration Date | |
| August 3, 2026 | | |
| August 3, 2026 | |
Volatility | |
| 5.7 | % | |
| 5.7 | % |
Risk-free rate | |
| 2.42 | % | |
| 2.42 | % |
Dividend yield | |
| 0.0 | % | |
| 0.0 | % |
GOLDEN ARROW MERGER CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
The following table presents the changes in the
fair value of warrant liabilities classified as Level 3 in the fair value hierarchy as of March 31, 2022:
| |
Private Placement | |
Fair value as of January 1, 2022 | |
$ | 2,497,500 | |
Change in valuation inputs or other assumptions | |
| (1,300,208 | ) |
Fair value as of March 31, 2022 | |
$ | 1,197,292 | |
The following table presents the changes
in the fair value of warrant liabilities classified as Level 3 in the fair value hierarchy as of March 31, 2021:
| |
Private Placement | | |
Public | | |
Warrant Liabilities | |
Fair value as of January 1, 2021 | |
$ | — | | |
$ | — | | |
$ | — | |
Initial measurement on March 19, 2021 | |
| 4,500,000 | | |
| 8,333,333 | | |
| 12,833,333 | |
Change in valuation inputs or other assumptions | |
| (1,395,000 | ) | |
| (2,583,333 | ) | |
| (3,978,333 | ) |
Fair value as of March 31, 2021 | |
$ | 3,105,000 | | |
$ | 5,750,000 | | |
$ | 8,855,000 | |
Transfers to/from Levels
1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were
no transfers in or out of Level 3 from other levels in the fair value hierarchy that occurred during the three months ended March 31,
2022 and 2021.
Convertible Promissory Note –
Related Party
The fair value of the option
to convert the convertible promissory note into Private Warrants was valued by utilizing a discounted cash flow method to value the debt
component and a Black-Scholes model to value the debt conversion option to derive the fair value of the convertible note.
The estimated
fair value of the convertible promissory note was based on the following significant inputs:
Input | |
February 25, 2022 (Initial Measurement) | | |
As of March 31, 2022 | |
Stock price | |
$ | 9.70 | | |
$ | 9.76 | |
Strike price | |
$ | 11.50 | | |
$ | 11.50 | |
Expiration date of warrants | |
| 9/19/2027 | | |
| 9/19/2026 | |
Volatility | |
| 8.4 | % | |
| 5.7 | % |
Risk-free rate | |
| 1.88 | % | |
| 2.40 | % |
Dividend yield | |
| 0.0 | % | |
| 0.0 | % |
The following
table presents the changes in the fair value of the Level 3 convertible promissory note:
Fair value as of January 1, 2021 | |
$ | — | |
Proceeds received through Convertible Promissory Note | |
| 500,000 | |
Change in fair value | |
| (132,300 | ) |
Fair value as of March 31, 2022 | |
$ | 367,700 | |
There were no transfers in or out
of Level 3 from other levels in the fair value hierarchy during the three months ended March 31, 2022 for the convertible promissory
note.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review,
the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.