PART III NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition
report or portion thereof, could not be filed within the prescribed time period.
The Registrant is unable to file its Form 10-Q for the quarterly period ended March 31, 2022 within the prescribed time period without unreasonable effort or expense because additional time is needed to complete the review and approval of its financial
statements for the quarterly period ended March 31, 2022. The Registrant anticipates that it will file its Form 10-Q within the five-day grace period provided by
Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
PART IV OTHER INFORMATION
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(1) |
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Name and telephone number of person to contact in regard to this notification: |
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Christopher Bradley |
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212 |
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616-9600 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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(2) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
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(3) |
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or
portion thereof? ☒ Yes ☐ No |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
For the three months ended March 31, 2022, we had net income of approximately $1.1 million, which resulted from a gain on
change in the fair value of warrant liabilities of approximately $2.3 million and unrealized gain on marketable securities held in trust account in the amount of approximately $64,000, offset in part by operating and formation costs of
approximately $1.2 million, franchise tax expense of $50,000 and the change in fair value of convertible promissory note - related party of $800.
For the three months ended March 31, 2021, we had a net loss of $3,947,573, which resulted from operating and formation costs of $107,875, transaction cost
allocated to warrant liabilities of $966,646, and excess fair value of Private Placement Warrants over purchase price of $3,507,000, which was partially offset by unrealized gain on investments held in Trust Account of $14,405, and the change in
fair value of warrant liabilities of $619,543.
The amounts reported above are still under review by the Registrants independent registered public
accounting firm and accounting staff and may differ once reported in the Form 10-Q to be filed by the Registrant.