10-Q 1 brhc10043890_10q.htm 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

Quarterly Report PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

OR


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

For the transition period from ___ to ___

Commission File Number 001-40081

Figure Acquisition Corp. I
(Exact Name of Registrant as Specified in Its Charter)

Delaware
 
85-4326385
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)

650 California Street, Suite 2700
San Francisco, CA
 
94108
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code: +1 628-210-6937

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

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

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

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

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

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

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

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

As of November 10, 2022, 28,750,000 shares of Class A common stock, par value $0.01 per share, 3,194,444 shares of Class B common stock, par value $0.0001 per share and 9,126,984 shares of Class L common stock, par value $0.0001 per share were issued and outstanding.



FIGURE ACQUISITION CORP. I
Form 10-Q
For the Quarter Ended September 30, 2022

Table of Contents

 
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PART I.
FINANCIAL INFORMATION

Item 1.
Financial Statements

FIGURE ACQUISITION CORP. I
CONDENSED BALANCE SHEETS
(UNAUDITED)

   
September 30,
2022
(Unaudited)
   
December 31,
2021
 
Assets:
           
Current assets:
           
Cash
 
$
302,396
   
$
769,595
 
Prepaid Expenses
   
141,827
     
296,843
 
Total current assets
   
444,223
     
1,066,438
 
Cash and marketable securities held in Trust Account
   
289,011,840
     
287,549,179
 
Other non-current assets
          39,850  
Total Assets
 
$
289,456,063
   
$
288,655,467
 
                 
Liabilities, Redeemable Common Stock and Stockholders’ Deficit
               
Current liabilities:
               
Accounts payable, accrued offering costs and expenses
 
$
479,393
   
$
317,099
 
Income taxes payable
   
295,144
     

 
Total current liabilities
   
774,537
     
317,099
 
Deferred underwriting fee
   
10,062,500
     
10,062,500
 
Warrant liability
   
741,250
     
14,454,374
 
Total liabilities
   
11,578,287
     
24,833,973
 
                 
Commitments and Contingencies (See Note 6)            
                 
Class A Common Stock subject to possible redemption; 28,750,000 shares at redemption value at September 30, 2022 and December 31, 2021
   
288,685,382
     
287,500,000
 
                 
Stockholders’ Deficit:
               
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
   
     
 
Class A common stock, $0.01 par value; 100,000,000 shares authorized; no shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at September 30, 2022 and December 31, 2021
   
     
 
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,194,444 shares issued and outstanding at September 30, 2022 and December 31, 2021
   
319
     
319
 
Class L common stock, $0.0001 par value; 15,000,000 shares authorized; 9,126,984 shares issued and outstanding at September 30, 2022 and December 31, 2021
   
913
     
913
 
Additional paid-in capital
   
     
 
Accumulated deficit
   
(10,808,838
)
   
(23,679,738
)
Total Stockholders’ Deficit
   
(10,807,606
)
   
(23,678,506
)
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit
 
$
289,456,063
   
$
288,655,467
 

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

FIGURE ACQUISITION CORP. I
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
   
For the three months
ended September 30,
   
For the nine months
ended September 30,
 
    2022
    2021
    2022
    2021
 
Formation and operating costs
 
$
352,889
   
$
169,986
    $ 1,141,398     $ 489,192  
Loss from operations
   
(352,889
)
   
(169,986
)
    (1,141,398 )     (489,192 )
                                 
Other income (expense):
                               
Interest earned on cash and marketable securities held in Trust Account
   
1,282,021
     
20,526
      1,779,700       24,018  
Offering costs allocated to warrants
   
     
            (621,678 )
Fair value of private warrants in excess of proceeds received
          (155,000 )           (155,000 )
Change in fair value of warrant liability
   
1,482,500
     
4,231,875
      13,713,124       5,930,000  
Total other income, net
   
2,764,521
     
4,097,401
      15,492,824       5,177,340  
                                 
Income before provision for income taxes
    2,411,632       3,927,415       14,351,426       4,688,148  
Provision for income taxes
    294,038             295,144        
                                 
Net income
 
$
2,117,594
   
$
3,927,415
    $ 14,056,282     $ 4,688,148  
                                 
Weighted average shares outstanding, Class A common stock subject to possible redemption
   
28,750,000
     
28,750,000
      28,750,000       23,168,498  
Basic and diluted net income per share, Class A common stock subject to possible redemption
 
$
0.05
   
$
0.10
    $ 0.34     $ 0.13  
Weighted average shares outstanding, Non-redeemable Class B common stock
    3,194,444       3,194,444       3,194,444       3,113,553  
Basic and diluted net income per share, Non-redeemable Class B common stock
  $ 0.05     $ 0.10     $ 0.34     $ 0.13  
Weighted average shares outstanding, Non-redeemable Class L common stock
   
9,126,984
     
9,126,984
      9,126,984       8,895,866  
Basic and diluted net income per share, Non-redeemable Class L common stock
 
$
0.05
   
$
0.10
    $ 0.34     $ 0.13  
 
The accompanying notes are an integral part of these unaudited condensed financial statements.

FIGURE ACQUISITION CORP. I
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022

   
Class A
Common stock
   
Class B
Common stock
   
Class L
Common stock
   
Additional
Paid-in
   
Accumulated
   
Total
Stockholders’
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Deficit
   
Deficit
 
Balance as of January 1,
2022
        $       3,194,444     $ 319       9,126,984     $ 913     $     $ (23,679,738 )   $ (23,678,506 )
Net income
                                              5,351,978       5,351,978  
Balance as of March 31,
2022
                3,194,444       319       9,126,984       913             (18,327,760 )     (18,326,528 )
Accretion of Class A common stock subject to possible redemption to redemption value
                                              (248,505 )     (248,505 )
Net income
                                              6,586,710       6,586,710  
Balance as of June 30, 2022
       
      3,194,444
   
319       9,126,984    
913     $    
(11,989,555 )  
(11,988,323 )
Accretion of Class A common stock subject to possible redemption to redemption value
                                              (936,877 )     (936,877 )
Net income                                               2,117,594       2,117,594  
Balance as of September 30, 2022
        $       3,194,444     $ 319       9,126,984     $ 913     $     $ (10,808,838 )   $ (10,807,606 )
 
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

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

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

FIGURE ACQUISITION CORP. I
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

   
For the nine months
ended September 30,
 
   
2022
   
2021
 
Cash flows from Operating Activities:
           
Net income
 
$
14,056,282
   
$
4,688,148
 
Adjustments to reconcile net income to net cash used in operating activities:
               
Interest earned on cash and marketable securities held in Trust Account
   
(1,779,700
)
   
(24,018
)
Offering costs allocated to warrants
   
     
621,678
 
Fair value of private warrants in excess of proceeds received
   
     
155,000
 
Change in fair value of warrant liability
   
(13,713,124
)
   
(5,930,000
)
Changes in operating assets and liabilities:
               
Prepaid expenses
   
155,016
     
(308,523
)
Other non-current assets
   
39,850
     
(114,671
)
Accounts payable, accrued offering costs and expenses
   
162,294
     
181,635
 
Income taxes payable
    295,144        
Net cash used in operating activities
   
(784,238
)
   
(730,751
)
                 
Cash Flows from Investing Activities:
               
Investment of cash in Trust Account
   
     
(287,500,000
)
Cash withdrawn from Trust Account for franchise taxes
    317,039        
Net cash provided by (used in) investing activities
   
317,039
     
(287,500,000
)
                 
Cash flows from Financing Activities:
               
Proceeds from sale of Units, net of underwriting discount
   
     
281,750,000
 
Proceeds from issuance of Private Placement Warrants
   
     
7,750,000
 
Proceeds from promissory note – related party
   
     
115,492
 
Repayment of promissory note – related party
   
     
(115,492
)
Advances from related party
    535,885        
Repayment of advances from related party
    (535,885 )      
Payment of offering costs
   
     
(440,512
)
Net cash provided by financing activities
   

     
289,059,488
 
                 
Net change in cash
   
(467,199
)
   
828,737
 
Cash, beginning of the period
   
769,595
     
25,000
 
Cash, end of the period
 
$
302,396
   
$
853,737
 
                 
Supplemental disclosure of non-cash investing and financing activities:
               
Deferred underwriters’ discount payable charged to additional paid-in capital
 
$
   
$
10,062,500
 
Initial classification of warrant liability
 
$
   
$
18,901,875
 
Initial classification of common stock subject to possible redemption
 
$
   
$
287,500,000
 
Accretion of Class A common stock subject to possible redemption to redemption value
  $ 1,185,382     $ 24,019  

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

FIGURE ACQUISITION CORP. I
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(UNAUDITED)

Note 1 — Organization and Business Operations
 
Figure Acquisition Corp. I (the “Company”) is a blank check company incorporated as a Delaware corporation on December 15, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).
 
As of September 30, 2022, the Company had not commenced any operations. All activity through September 30, 2022 relates to the Company’s formation and the initial public offering (the “IPO” or the “Initial Public Offering”) which is described below, and after completion of the IPO, 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, and other income (loss) from the change in fair value of the warrant liability.
 
The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 18, 2021 (the “Effective Date”). On February 23, 2021, the Company consummated the IPO of 28,750,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which included the full exercise by the underwriters of the over-allotment option to purchase an additional 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000, which is discussed in Note 3. Each Unit consists of one share of common stock, and one-fourth of one redeemable warrant to purchase one share of Class A common stock at a price of $11.50 per whole share.
 
Simultaneously with the closing of the IPO, the Company consummated the sale of 5,166,667 Private Placement Warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, in a private placement to Fintech Acquisition LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,750,000, which is discussed in Note 4.
 
Transaction costs of the IPO amounted to $16,253,012 consisting of $5,750,000 of underwriting discount, $10,062,500 of deferred underwriting discount, and $440,512 of other offering costs, and of which $621,678 were allocated to expense associated with the warrant liability.
 
Following the closing of the IPO on February 23, 2021, $287,500,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries, as determined by the Company, until the earlier of:  (a) the completion of the Company’s initial Business Combination, (b) the redemption of any shares of the Company’s Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if it does not complete its initial Business Combination within 24 months from the closing of the IPO or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, and (c) the redemption of 100% of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the IPO, subject to applicable law.
 
The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).
 
The Company will have 24 months from February 23, 2021, the closing of the IPO, to complete an initial Business Combination (as such period may be extended pursuant to the Amended and Restated Certificate of Incorporation, the “Combination Period”). However, if the Company is unable to complete its initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company has filed preliminary proxy materials with respect to a special meeting of stockholders seeking approval of, among other matters, a proposal to (x) extend the Combination Period to a to-be-determined date in 2023 or such earlier date as determined by the Company’s board of directors (the “Proposed Extension”); and/or (y) change the date on which Continental Stock Transfer & Trust Company (the “Transfer Agent”) must commence liquidation of the Trust Account, established in connection with the Company’s IPO, to an amended termination date (the “Proposed Amendment to the Termination Date” and, together with the Proposed Extension, the “Proxy Proposal”). See Note 9 below.

The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their shares of the Company’s Class B common stock (the “founder shares”), shares of Class L common stock and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares, shares of Class L common stock and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period, as defined subject to the Proxy Proposal, or (B) with respect to any other material provisions relating to stockholder’s rights or pre-initial Business Combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and shares of Class L common stock if the Company fails to complete the initial Business Combination within the Combination Period, as defined subject to the Proxy Proposal, and (iv) vote any founder shares held by them and any public shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor of the Company’s initial Business Combination.
 
The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.
 
Liquidity, Capital Resources, and Going Concern
 
As of September 30, 2022 and December 31, 2021, the Company had approximately $0.3 million and $0.8 million in its operating bank account, respectively, and working capital deficit of approximately $4,000 and working capital $0.7 million, respectively, net of franchise and income taxes payable and taxes paid out of operating funds not yet reimbursed by the Trust, as applicable, of approximately $0.3 and $0.7 million, respectively.
 
The Company’s liquidity needs up to February 23, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the Founder shares and Class L shares, and the loan under an unsecured promissory note from the Sponsor of up to $300,000 which was paid in full on February 23, 2021 from the IPO proceeds (see Note 5), and advances from an affiliate of the Sponsor of $535,885 (which were repaid in full during the nine months ended September 30, 2022) (see Note 5).

Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In order to finance transaction costs in connection with a Business Combination, our Sponsor or certain of our officers and directors may, but are not obligated to, provide us working capital loans. Additionally, an affiliate of the Company’s Sponsor entered into a commitment letter with the Company whereby the affiliate of the Company’s Sponsor agreed to provide working capital loans sufficient for the Company to satisfy its obligation as they come due until the earlier of: (a) the completion of the initial Business Combination, or (b) liquidation. Any such working capital loan under the commitment letter will be repaid to the affiliate of the Company’s Sponsor by the Company upon the completion of the initial Business Combination or, in the event of liquidation prior to the completion of the initial Business Combination, forgiven by the affiliate of the Company’s Sponsor upon liquidation. As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under any working capital loan.
 

If the Company does not consummate an initial business combination by February 23, 2023, subject to the approval and implementation of the Proxy Proposal, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The Company intends to consummate an initial business combination prior to February 23, 2023, subject to the approval and implementation of the Proxy Proposal; however, it is uncertain whether the Company will be able to do so by this time or that the Proxy Proposal will be approved and implemented. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Other Risks and Uncertainties

 

Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited 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 unaudited condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements.

Inflation Reduction Act of 2022

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

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.
 
Note 2 — Significant Accounting Policies
 
Basis of Presentation
 
The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on April 13, 2022, which contains the audited financial statements and notes thereto. The accompanying condensed balance sheet as of December 31, 2021 has been derived from the audited financial statements. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.
 
Emerging Growth Company Status
 
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
 
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
 
Use of Estimates
 
The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
 
Out-of-Period Adjustment

During the second quarter of 2022, the Company determined that it had not recognized certain filing and listing fees related to the year ended December 31, 2021. The Company assessed these errors and determined that they were not material to previous reporting periods.  Therefore, the Company recorded these items as out-of-period adjustments in the three months ended June 30, 2022 (not presented herein), and by increasing formation and operating costs by $158,128 in the Condensed Statements of Operations.

Cash and Cash Equivalents
 
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021.
 
Marketable Securities Held in Trust Account
 
At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held primarily in U.S. Treasury Bills with maturities of 185 days or less.  During the nine months ended September 30, 2022, the Company withdrew $317,039 of the interest income from the Trust Account to pay its tax obligations. During the nine months ended September 30, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations.

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

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

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

Warrant Liabilities
 
The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note 4 and Note 8) in accordance with ACS 480, “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statements of Operations in the period of change.
 
Offering Costs Associated with the Initial Public Offering
 
The Company complies with the requirements of ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.  Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A common stock were charged to temporary equity upon the completion of the Initial Public Offering. Transaction costs amounted to $16,253,012, of which $621,678 were allocated to expense associated with the warrant liability.

Common Stock Subject to Possible Redemption
 
All of the Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480.  Accordingly, at September 30, 2022 and December 31, 2021, all shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. Subsequent to the IPO, accretion includes cumulative interest earned on cash and marketable securities held in the Trust account, net of amounts withdrawn to pay taxes and incurred taxes that are eligible to be reimbursed from the Trust account in the future.

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

Gross Proceeds from Initial Public Offering
 
$
287,500,000
 
Less:
       
Proceeds allocated to Public Warrants
   
(10,996,875
)
Issuance costs related to Class A ordinary shares
   
(16,253,262
)
Plus:
       
Issuance costs allocated to warrants
    621,678  
Remeasurement of Class A common stock to redemption value
   
26,628,459
 
Class A common stock subject to possible redemption, December 31, 2021
   
287,500,000
 
Plus:
       
Accretion of Class A common stock to redemption value
   
1,185,382
 
Class A common stock subject to possible redemption, September 30, 2022
 
$
288,685,382
 

Share-Based Compensation

The Company complies with ASC Topic 718, “Compensation - Stock Compensation” regarding interests in founder shares transferred by the Sponsor to directors of the Company as compensation, which are described in Note 5.

The interests in the Founder Shares effectively vest upon the Company completing the initial Business Combination and compensation expense will be recorded accordingly at that date based upon the initial grant date fair value, the determination of which represents a significant estimate. The grant date fair value is based upon an option pricing model.

The Founders Shares were granted subject to a performance condition (i.e., consummation of the Business Combination). Compensation expense related to the Founders Shares will be recognized only when the performance condition is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares.

As of September 30, 2022, , the Company has not yet entered into any definitive agreements in connection with any Business Combination. Any such agreements may be subject to certain conditions to closing, such as, for example, approval by the Company’s stockholders. As a result, the Company determined that the consummation of a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized.
 
Income Taxes
 
The Company is included in the consolidated tax return of Figure Technologies, Inc (the “Parent”). The Company calculates the provision for income taxes by using a “separate return” method. Under this method the Company is assumed to file a separate return with the tax authority, thereby reporting its taxable income or loss and paying the applicable tax to, or receiving the appropriate refund from, the Parent. The Company’s current provision is the amount of tax payable or refundable on the basis of a hypothetical, current year, separate return.

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 12.2% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 2.1% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and 2021, due to changes in fair value of the warrant liabilities, which are not recognized for income tax purposes, and the valuation allowance on the deferred tax assets.
 
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
 
Net Income Per Share of Common Stock
 
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Basic and diluted net income per share of common stock, for each respective class of common stock, is computed by dividing net income by the weighted average number of shares of each respective class of common stock outstanding during the period, allocated proportionally to each class of common stock. The Company has three classes of stock, redeemable Class A Common Stock, non-redeemable Class B Common Stock and non-redeemable Class L Common Stock. Earnings and losses are shared pro rata between the Class A, Class B and Class L Common Stock. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 12,354,167 shares of common stock in the calculation of diluted income per share of stock, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the periods presented. Remeasurement associated with the redeemable shares of Class A common stock is excluded from income per share of common stock as the redemption value approximates fair value.
 
Reconciliation of Net Income per Share of Common Stock
 
The Company’s net income is adjusted for the portion of net income that is allocable to each class of common stock. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A, Class B and Class L common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted income per share of common stock is calculated as follows:

   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
    2022
    2021
    2022
     2021
 
Redeemable Class A Common Stock
                       
Numerator: Net income allocable to Class A Common Stock
 
$
1,482,316
    $
2,749,191   $
9,839,398    
$
3,087,657
 
Denominator: Basic and diluted weighted average shares outstanding, Class A common stock
   
28,750,000
      28,750,000       28,750,000      
23,168,498
 
Basic and diluted net income per share of common stock
 
$
0.05
    $
0.10   $
0.34    
$
0.13
 
                                 
Non-Redeemable Class B Common Stock
                               
Numerator: Net income allocable to Non-Redeemable Stock
 
$
164,702
    $
305,466   $
1,093,266    
$
414,942
 
Denominator: Weighted Average Non-Redeemable stock
                               
Basic and diluted weighted average shares outstanding
   
3,194,444
      3,194,444       3,194,444      
3,113,553
 
Basic and diluted net income per share of common stock
 
$
0.05
    $
0.10   $
0.34    
$
0.13
 
                                 
Non-Redeemable Class L Common Stock
                               
Numerator: Net income allocable to Non-Redeemable Stock
  $
470,576     $
872,759   $
3,123,618     $
1,185,549  
Denominator: Weighted Average Non-Redeemable stock
                               
Basic and diluted weighted average shares outstanding
    9,126,984       9,126,984       9,126,984       8,895,866  
Basic and diluted net income per share of common stock
  $
0.05     $
0.10   $
0.34     $ 0.13  
 
Concentration of Credit Risk
 
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
 
Fair Value of Financial Instruments
 
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
 
Recent Accounting Pronouncements
 
In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company early adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
 
Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Note 3 — Initial Public Offering
 
Public Units
 
On February 23, 2021, the Company sold 28,750,000 Units, at a purchase price of $10.00 per Unit, which included the full exercise by the underwriters of the over-allotment option to purchase an additional 3,750,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one-fourth of one redeemable warrant to purchase one share of Class A common stock (the “Public Warrants”).
 
Public Warrants
 
Each whole Public Warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable on the later of 12 months from February 23, 2021, the closing of the Public Offering, or 30 days after the completion of the initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
 
In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, (i) in the case of any such issuance to the Sponsor or any of its respective affiliates, without taking into account any founder shares or shares of Class L common stock held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to the Sponsor or any of its respective affiliates, without taking into account the transfer of founder shares, shares of Class L common stock or private placement warrants by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below in “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger described below in “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.
 
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
 
Once the warrants become exercisable, the Company may redeem the outstanding warrants:
 

in whole and not in part;
 

at a price of $0.01 per warrant;
 

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

if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities).
 
The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable, the Company may exercise its redemption right even if unable to register or qualify the underlying securities for sale under all applicable state securities laws.
 
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00
 
Once the warrants become exercisable, the Company may redeem the outstanding warrants:
 

in whole and not in part;
 

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

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

if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
 
The “fair market value” of the Class A common stock for the above purpose shall mean the volume-weighted average price of the Class A common stock as reported during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide our warrant holders with the final fair market value no later than one business day after the ten-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment).
 
If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of the Class A common stock over the exercise price of the warrants by (y) the fair market value and (B) 0.361 per whole warrant. The “fair market value” as used in this paragraph shall mean the average last reported sale price of the Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.
 
Note 4 — Private Placement
 
Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,166,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,750,000, in a private placement. The fair value of a warrant at IPO was $1.53; the aggregate fair value of the warrants exceeded the proceeds received by $155,000 which was included in other income (loss) in the condensed statement of operations. Each whole Private Placement Warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust. The Private Placement Warrants will be non-redeemable in certain circumstances and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the Units in the Public Offering.
 
The Private Placement Warrants are identical to the Public Warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the initial stockholders or its permitted transferees, (i) they will not be redeemable by the Company for cash, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, and (iii) they may be exercised by the holders on a cashless basis. If the Private Placement Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO.

Note 5 — Related Party Transactions
 
Founder Shares
 
In December 2020, the Company’s Sponsor purchased 4,107,143 shares of Class B common stock and 8,214,286 shares of Class L common stock for a capital contribution of $25,000, or approximately $0.002 per share. In January 2021, the Company’s Sponsor surrendered its Class B and Class L shares, and the Company reissued to the Sponsor 3,194,444 shares of Class B common stock (the “founder shares”) and 9,126,984 shares of Class L common stock, with no return of capital or payment by the Sponsor, resulting in the Sponsor holding 3,194,444 shares of Class B common stock and 9,126,984 shares of Class L common stock, including an aggregate of up to 416,667 shares of Class B common stock and up to 1,190,476 shares of Class L common stock subject to forfeiture, respectively, if the over-allotment option was not exercised by the underwriters in full. All shares of common stock and associated amounts have been retroactively restated. On February 12, 2021, our sponsor transferred 20,000 shares of Class B common stock to each of our three independent directors. As a result of the underwriters’ election to fully exercise their over-allotment option on February 23, 2021, none of the Class B shares or Class L shares were forfeited.
 
With certain limited exceptions, the Founder shares and Class L shares are not transferable, assignable or saleable (except to the Company’s officers and directors and other persons or entities affiliated with the Sponsor, including their respective limited partners, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the reported closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date, following the completion of the Company’s initial Business Combination, on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
 
Promissory Note — Related Party
 
On December 22, 2020, Company issued an unsecured promissory note to the Sponsor for an aggregate of up to $300,000 to cover expenses related to the IPO. This loan was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the IPO. During the period from January 1, 2021 to February 23, 2021, the Company had borrowed $115,492 under the promissory note. On February 25, 2021, the Company paid the note balance in full from the proceeds of the IPO, and the note is no longer available to be drawn upon.
 
Related Party Loans
 
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may loan the Company funds (“Working Capital Loans”), as discussed in Note 1. 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 the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $2,000,000 of such Working Capital Loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.  At September 30, 2022 and December 31, 2021, no Working Capital Loans were outstanding.

Advance from Related Party

During the nine months ended September 30, 2022, an affiliate of the Sponsor paid for expenses related to the Company in the amount of $535,885 which was repaid in full. There were no balances outstanding as an Advance from related party as of September 30, 2022 and December 31, 2021.

Note 6 — Commitments and Contingencies