Carney Technology Acquisition Corp. II - Annual Report: 2021 (Form 10-K)

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

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

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

On December 14, 2020, we consummated our initial public offering of 40,250,000 units. Each unit consists of one public share and of one public warrant, with each public warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per whole share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $402,500,000.

In evaluating prospective business combinations, we conduct a thorough due diligence review process that encompasses, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), of the management talent, of facilities and assets, discussion with customers and suppliers, assessment of the organization readiness for public company status, legal reviews and other reviews as we deem appropriate. We utilize the expertise of our management team in analyzing software and internet technology companies and evaluating operating projections, financial projections and determining the appropriate return expectations given the risk profile of the target business.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to 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 our periodic reports and proxy statements, and exemptions from the requirements of holding a vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following December 14, 2025, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in securities during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by exceeds $250 million as of the end of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by exceeds $700 million as of the prior June 30.

While we have not engaged the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee, advisory fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a business combination transaction, in which case any such fee will be paid out of the funds held in the trust account. We may pay our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, a finder’s fee, consulting fee or other compensation in connection with identifying, investigating and completing our initial business combination, which may be paid from the proceeds held in the trust account upon consummation of an initial business combination. We pay an affiliate of our sponsor a total of $15,000 per month for office space, utilities and secretarial and administrative support and to reimburse our sponsor for any related to identifying, investigating and completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements with the post-transaction company following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an initial business combination candidate.

If any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business of any entity to which he or she has or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

In evaluating a prospective business target, we conduct a thorough due diligence review, which encompasses, among other things, meetings with incumbent management and employees, of the management talent, document reviews, interviews of customers and suppliers, inspection of facilities, assessment of the organization readiness for public company status, as well as a review of financial and other information that will be made available to us.

Any purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with which is a safe harbor from liability for manipulation under Section 9(a)(2) and the Exchange Act. certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements.

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. As of December 31, 2021, the amount in the trust account was $402,563,210. The we will distribute to investors who properly redeem their shares will not be

If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count toward this quorum and pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares and placement shares and any public shares purchased during or after our initial public offering (including in open market and privately negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders’ founder shares and placement shares, we would need only 14,643,749, or 36.4%, of the 40,250,000 public shares sold in our initial public offering to be voted in favor of an initial business combination (assuming all outstanding shares are voted) in order to have our initial business combination approved. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed business combination.

Upon the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance with purchase shares of our Class A common stock in the open market if we elect to redeem our public shares through a tender offer, to comply with the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares which are not purchased by our sponsor, which number will be based on the requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

Our amended and restated certificate of incorporation provides that we have only until December 14, 2022, to complete our initial business combination. If we are unable to complete our initial business combination by December 14, 2022, we 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 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 us to pay our 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), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our 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 our warrants, which will expire worthless if we fail to complete our initial business combination by December 14, 2022.

Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination by December 14, 2022 or (ii) with respect to any other provision relating to stockholders’ rights or combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a 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 us to pay our taxes divided by the number of then outstanding public shares. However, we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our public shares at such time.

If we were to expend all of the net proceeds of our initial public offering and the sale of the placement units, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the amount received by stockholders upon our dissolution would be approximately $10.00 per share. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual amount received by stockholders will not be substantially less than $10.00. Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

In the event that the proceeds in the trust account are reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. We have not asked our sponsor to reserve for such indemnification obligations and we cannot assure you that our sponsor would be able to satisfy those obligations. Accordingly, we cannot assure you that due to claims of creditors the actual value of the price will not be less than $10.00 per public share.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination by December 14, 2022, may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a period during which any third-party claims can be brought against the corporation, a during which the corporation may reject any claims brought, and an additional period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination by December 14, 2022, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we are unable to complete our initial business combination by December 14, 2022, we 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 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 us to pay our 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), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible after December 14, 2022 and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

Our public stockholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend any provisions of our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination by December 14, 2022 or (B) with respect to any other provision relating to stockholders’ rights or combination activity, and (iii) the redemption of all of our public shares if we are unable to complete our business combination by December 14, 2022, subject to applicable law. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the initial business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights as described above. These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote.

For the complete list of risks relating to our operations, see the section titled “Risk Factors” contained in our Registration Statement and Amendment No. 2 to our Annual Report on Form for the fiscal year ended December 31, 2020, filed with the SEC on February 1, 2022.

Our executive offices are located at 630 Ramona Street, Palo Alto, CA 94301, and our telephone number is (619) The cost for our use of this space is included in the $15,000 per month fee we pay to an affiliate of our sponsor for office space, administrative and shared personnel support services. We consider our current office space adequate for our current operations.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from August 31, 2020 (inception) through December 31, 2021 were organizational activities, those necessary to prepare for our initial public offering, described below, and identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate income in the form of interest income on marketable securities held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

We did not have any sheet arrangements as of December 31, 2021 and 2020.

We account for the warrants issued in connection with our initial public offering in accordance with the guidance contained in ASC under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject tore-measurement at each balance sheets date until exercised, and any change in fair value is recognized in our statements of operations.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) Debt — Debt with Conversion and Other Options and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic (“ASU to simplify accounting for certain financial instruments. ASU eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU amends the diluted earnings per share guidance, including the requirement to use the method for all convertible instruments. ASU is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU effective January 1, 2021. The adoption of ASU did not have an impact on our financial statements.

Reference is made to pages through comprising a portion of this Report, which are incorporated herein by reference.

As required by Rules and under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules and under the Exchange Act) were not effective, due solely to the material weakness in our internal control over financial reporting related to our accounting for complex financial instruments. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

 has served as our Chief Acquisition Officer since inception, and has spent over 30 years in the technology industry. In 2018, Mr. Carney founded and served as Chief Executive Officer and director of ChaSerg Technology Acquisition Corp. (formerly Nasdaq: CTAC), or CTAC, a blank check company. CTAC completed its initial public offering in October 2018, generating gross proceeds of $220 million. In March 2020, CTAC consummated its initial business combination with Grid Dynamics Holdings, Inc. (Nasdaq: GDYN), or Grid Dynamics. Grid Dynamics is a leader in driving enterprise-level digital transformation in the Fortune 1000, developing next generation solutions in artificial intelligence, data science, cloud computing, Big Data and DevOps to accelerate enterprise digitization for its clients across the financial, technology and retail sectors. Following the merger of CTAC with Grid Dynamics, Mr. Carney became Chairman of the Board of the combined company. Mr. Carney started his career at Wellfleet and Nortel Networks where he rose to become division president. Mr. Carney then joined Juniper Networks, Inc. (NYSE: JNPR) as Chief Operating Officer from 2002 to 2003, where he oversaw the engineering, product management and manufacturing divisions. Thereafter Mr. Carney was named Chief Executive Officer of Micromuse Inc., (formerly Nasdaq:MUSE) an enterprise and telecom network management company, from 2003 to 2006, where he led the sale of Micromuse to IBM for $865 million. Following the transaction, Mr. Carney stayed at IBM to ensure a smooth transition. Mr. Carney then became the Chief Executive Officer of Xsigo Systems in 2008, a data center networking company, until its sale to Oracle in 2012. Subsequently, Mr. Carney was named Chief Executive Officer of Brocade Communications Systems (formerly Nasdaq: BRCD), or “Brocade” in 2013, which was sold to Broadcom for $5.9 billion in 2017. Mr. Carney is a member of the board of directors at Visa, Inc. (NYSE: V), a leading digital payments company since 2015, and chairs the Audit and Risk Committee; the Chairman of the board of directors at Nuance Communications, an company (Nasdaq: NUAN), since 2018; a member of the board of directors of Vertex Pharmaceuticals, Inc., a global biotechnology company (Nasdaq: VRTX) since 2019; and the Chairman of the board of directors at Grid Dynamics, as described above, since 2020. From 2005 to 2014, he was a member of the board of Cypress Semiconductor Corporation, where he served on the audit and compensation committees. He was also a member of the board of Technicolor (SA), a technology company in the media and entertainment sector from 2010 until 2015, where he chaired its technology committee. In addition, since 2007 he has served as Chief Executive Officer of Carney Global Ventures, LLC, a global investment vehicle. Mr. Carney holds a B.S. degree in Electrical Engineering Technology from Wentworth Institute of Technology, as well as a M.S. degree in Applied Business Management from Lesley College.

 has served as our Chief Executive Officer and Chief Financial Officer as well as Chairman of the Board since inception, and has more than 30 years of senior executive experience in the technology industry. Mr. Roberson served as Senior Vice President, Enterprise Servers, Storage and Networking at Hewlett-Packard Company from 2007 to 2011, responsible for a $4 billion business line and 6,000 employees. Under his leadership of the business line, Mr. Roberson presided over the acquisition of LeftHand Networks, IBRIX and 3PAR. Prior to Hewlett-Packard, Mr. Roberson served as Chief Executive Officer of Hitachi Data Systems Corporation, or “HDS”, from 2006 to 2007. Over Mr. Roberson’s 26 year tenure at HDS, he helped transform the company from a mainframe focused provider into a leader in the storage market. Since 2012, following his tenure with Hewlett-Packard Company, Mr. Roberson has been a business advisor and mentor to technology companies. Mr. Roberson currently serves as the Chief Executive Officer of RoseRyan, a Silicon Valley-based accounting and financial advisory firm that provides professional service solutions to public and private companies, including a number of companies, since 2020. Mr. Roberson also brings a wealth of experience from serving on the boards of several technology companies, including Spansion Corporation (formerly NYSE: CODE), a flash memory manufacturer, from 2005 to 2008, Integrated Device Technology Corporation (formerly Nasdaq: IDTI), a mixed signal semiconductor solution provider, International Game Technology Corporation (NYSE: IGT), developer and manufacturer of computerized gaming equipment, software and systems from 2004 to 2005, Quantum Corporation (Nasdaq: QMCO), backup, recovery and archive solution provider, from 2011 to 2017 and Brocade, a data and storage networking solution provider, from 2014 to 2017. While serving as a director and Chairman of the Corporate Development Committee at Brocade, in partnership with Mr. Carney, Mr. Roberson oversaw the company’s sale to Broadcom. Mr. Roberson previously served on the board of Raging Wire, a leading provider of wholesale data centers for top enterprises and cloud companies and a platform subsidiary of the NTT Communications group from 2002 to 2006 and 2011 to 2014 and also currently serves as the Chairman of Push Technology, a private technology company focused on data delivery for web, mobile and Internet of Things (“IoT”) applications, since 2017. Mr. Roberson holds a B.A degree in Social Ecology from University of California at Irvine and a J.D degree from Golden Gate University School of Law. He is well-qualified to serve on our Board due to his extensive operational and investment experience in the technology sector.

, has served as our President and a director since inception, and has more than 35 years of experience in the technology industry. Mr. England served as Chief Operating Officer and Senior Vice President, Worldwide Operations at Brocade where he oversaw engineering, manufacturing and supply chain, procurement, intellectual property and information technology from 2013 to 2018. During his time at Brocade, Mr. England, in partnership with Mr. Carney and Mr. Roberson, oversaw the acquisition or asset purchase and integration of six companies including Vyatta Inc., Vistapointe Networks, Riverbed, Connectem Inc., Steel App and Ruckus Wireless, and the divestitures of six business units in connection with the Broadcom acquisition of Brocade. Between 2018 and 2020, Mr. England was a General Partner at Thomson Kelvin Capital, a venture capital firm focused on disruptive technology businesses in the United States and Asia. Between 2019 and 2020, Mr. England also served as Chief Manufacturing/Supply Chain Officer at Carbon, a digital manufacturing company, where he was responsible for overseeing all of its operations, ensuring the company meets productivity, efficiency and growth targets. Prior to his tenure at Brocade, Mr. England was Senior Vice President, Global Operations and Quality at Grass Valley, LLC, where he led the rollout of services and technology designed to improve the company’s manufacturing, ordering, logistics, supply chain and quality processes from 2011 to 2013. Earlier in his career, Mr. England served in senior executive and operating positions at Sonus Networks, Nortel Networks, Bay Networks and Wellfleet Communications alongside Mr. Carney and members of the board of directors. Mr. England also currently serves as a director at Torii Technologies, a governance, risk management and compliance (GRC) solutions provider, since 2018. Mr. England holds a B.S degree in Economics from California State University — Chico. He is well-qualified to serve on our Board due to his extensive operational and investment experience in the technology sector.

, who has served as one of our directors since December 2020, served 38 years in the U.S. Army. His final assignment was as Chief Information Officer responsible for overseeing an annual budget of $10.5 billion in Army information-technology investments from 2013 to 2017, and responsible for setting strategic direction and objectives for the Army’s network that serviced over 1.2 million people. Lieutenant General (Ret.) Ferrell previously commanded the U.S. Army Communications- Electronics Command and served as Director, Command and Control, Communications and Computer Systems, U.S. Africa Command from 2008 to 2013. Since 2017, he has served as Executive Vice President, Public Sector Strategy and Executive Vice President, Diversity, Equity, and Inclusion, at World Wide Technology, Inc., a private technology solutions provider. Lieutenant General (Ret.) Robert Ferrell holds a B.S degree in Marketing from Hampton University, a M.S degree in Administration from Central Michigan University and M.S degree in Strategy from the Army War College. He is well-qualified to serve on our Board due to his extensive operational and investment experience in the technology sector.

, who has served as one of our directors since December 2020, is a multifaceted business executive with over 35 years of experience. During her career she has led due diligence, talent assessment and integration/divestiture efforts on over 20 M&A transactions. Ms. Goode currently runs her own consultancy advising corporations and the public sector on human capital strategy. Ms. Goode previously served as Senior Vice President and Chief Human Resources Officer at Brocade Communications, overseeing Brocade’s workforce from 2013 to 2018. Ms. Goode currently serves on the Board of Directors for Science Applications International Corp (NYSE; SAIC), a government services and information technology support company, and is a member of its Human Resources & Compensation Committee and the Nominating & Governance Committee since 2019. Until August 2019, Ms. Goode also served on the Board of Directors for WageWorks (NYSE: WAGE), an online administrator of consumer directed benefits. Ms. Goode holds a B.S in Biology from Indiana University of Pennsylvania and M.B.A degree from Duquesne University. She is well-qualified to serve on our Board due to her extensive operational and public company board experience in the technology sector.

, who has served as one of our directors since December 2020, is a global business executive with over 20 years of experience in leading in-house legal teams. Since May 2021, Ms. O’Donnell has served as the Chief Legal Officer at ServiceMax, Inc., a private, cloud-based field services management company based in Pleasanton, California, where she is responsible for all legal and regulatory matters for the company. She previously served as Senior Vice President, General Counsel and Chief Compliance Officer at McAfee, a private internet security company, from 2019 to 2020, where she was responsible for global legal, privacy, government affairs and compliance matters. While at McAfee, Ms. O’Donnell worked to mature governance processes and drive public company readiness, and was co-lead of McAfee’s COVID-19 Response Team. Prior to McAfee, Ms. O’Donnell served as Senior Vice President and General Counsel at Brocade Communications from 2014 to 2017. During her tenure at Brocade, Ms. O’Donnell led teams that completed 11 M&A transactions and a China-based joint venture, and was instrumental to success of the CFIUS and Antitrust regulatory approval processes in connection with the sale of Brocade to Broadcom. Prior to Brocade, Ms. O’Donnell served as Senior Vice President and General Counsel at Micromuse Inc., (formerly Nasdaq: MUSE), an enterprise and telecom network management company, from 1999 to 2006 with Mr. Carney as its Chief Executive Officer and in leadership positions at LucasArts Entertainment Company, LLC, an entertainment development company, from 2007 to 2010, and VeriFone Holdings, Inc., a provider of technology for electronic payment transactions, from 1997 to 1999. Ms. O’Donnell holds a B.A in History from Stanford University and a J.D degree from Loyola Law School, Los Angeles. She is well-qualified to serve on our Board due to her extensive legal and operational experience in the technology sector.

is the Chairman and co-founder of Explorer Acquisitions (“Explorer”), a serial SPAC sponsor, and Chief Executive Officer of Herring International, a Belgian corporation. Over the last 35 years, he has worked with and engaged C-suite executives from five continents, scouting disruptive companies later embraced by the markets. Red Herring has ranked the most prominent startups in the global technology industry and featured them in its publication since 1993. Many of the Red Herring “Top 100” end up being acquired or going public. Mr. Vieux started his career at Arthur Andersen LLP (now Accenture plc). Then he co-founded two technology companies, C•ATS Software, Inc. and Renaissance Software, both fintech startups that either went public or were sold in the 1990s. He also founded ETRE, The European Technology Roundtable Exhibition, a yearly forum assembling technology world leaders. He was elected on the board of directors of Tandem Computers, Inc. and Computer Associates (listed on NYSE), Checkpoint Software, Commerce One, Inc. (Nasdaq: CMRC) and Qualys, Inc. (Nasdaq: OLYS) as well as dozens of private companies. Mr. Vieux served as an advisor to CTAC and APXT prior to their respective initial business combinations. Mr. Vieux serves as an advisor to ETAC, ENAC, EPHY, ENTF and BIOS. A graduate of the Institute d’Etudes Politiques and the French business school HEC, Mr. Vieux also holds a law degree from the Universite de Paris and an M.B.A. from Stanford University, where he was a Fulbright Scholar.

is the Chief Executive Officer and co-founder of Explorer. Before co-founding Explorer, Mr. Fletcher advised numerous technology companies on mergers, acquisitions and other strategic transactions in his 24 year career as an investment banker. Mr. Fletcher worked in the Investment Banking Division at Goldman Sachs for more than eight years, where he held a number of leadership roles including head of Information Technology Services banking, head of Systems and Storage banking and head of the Private Placement Group. In 2003, he helped found an investment bank, GCA (formerly known as Savvian LLC), which had grown to approximately 400 professionals at the time of his departure. Mr. Fletcher was a member of GCA’ s U.S. management committee and head of the software group and co-head of the digital media group. He served as an advisor to CTAC and APXT prior to their respective initial business combinations. Mr. Fletcher serves as an advisor to ETAC, ENAC, EPHY, ENTF and BIOS. He also serves on the board of directors of Lee Enterprises (Nasdaq: LEE), a U.S. media and information company. He holds a B.A. in Economics from UCLA and an M.B.A. in Finance from The Wharton School of the University of Pennsylvania.

Our board of directors has two standing committees: an audit committee and a compensation committee. Subject to and a limited exception, Nasdaq rules and the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by our board and has the composition and responsibilities described below. We have filed a copy of our audit and compensation committee charters as exhibits to the Registration Statement. You can review these documents by accessing our public filings at the SEC’s website at .

We have established an audit committee of the board of directors. Lt. Gn. (Ret.) Ferrell, Ms. Goode and Ms. O’Donnell serve as members of our audit committee, and Lt. Gn. (Ret.) Ferrell chairs the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Lt. Gn. (Ret.) Ferrell, Ms. Goode and Ms. O’Donnell meet the independent director standard under Nasdaq listing standards and under of the Exchange Act.

We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics as an exhibit to the Registration Statement. You can review the Code of Ethics by accessing our public filings at the SEC’s website at . In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form

We may pay our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, a finder’s fee, consulting fee or other compensation in connection with identifying, investigating and completing our initial business combination, which may be paid from the proceeds held in the trust account upon consummation of an initial business combination. These individuals and entities are reimbursed for any incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews, on a quarterly basis, all payments that are made to our sponsor, officers or directors, advisors or our or their affiliates. Any such payments prior to an initial business combination are made using funds held outside the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their incurred in connection with identifying and consummating an initial business combination.

In the table below, percentage ownership is based on 51,212,500 shares of our common stock, consisting of (i) 41,150,000 shares of our Class A common stock and (ii) 10,062,500 shares of our Class B common stock, issued and outstanding as of March 28, 2022. On all matters to be voted upon, holders of the shares of Class A common stock and shares of Class B common stock vote together as a single class. Currently, all of the shares of Class B common stock are convertible into Class A common stock on a basis.

Beginning on December 14, 2020, we pay First In Line Enterprises, Inc., an affiliate of members of our sponsor, a total of $15,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. We may pay our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, a finder’s fee, consulting fee or other compensation in connection with identifying, investigating and completing our initial business combination, which may be paid from the proceeds held in the trust account upon consummation of an initial business combination. These individuals and entities will be reimbursed for any incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers, directors, advisors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of incurred by such persons in connection with activities on our behalf.

On August 31, 2020, our sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses of the initial public offering. These loans were unsecured and were due at the earlier of March 31, 2021 or the closing of the initial public offering. The outstanding balance of $185,000 under the loan was repaid upon the closing of the initial public offering out of the $750,000 of offering proceeds that was allocated to the payment of offering expenses (other than underwriting commissions).

In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds on a basis as may be required. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement units. Other than as described above, the terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

. For the year ended December 31, 2021 and for the period from August 31, 2020 (inception) through December 31, 2020, fees for our independent registered public accounting firm were approximately $75,705 and $36,050, for the services Withum performed in connection with our initial public offering, Forms for the respective period and the audit of our December 31, 2021 and 2020 financial statements included in this Report.

. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. For the year ended December 31, 2021 and for the period from August 31, 2020 (inception) through December 31, 2020, Withum did not render assurance and related services related to the performance of the audit or review of financial statements.

. For the year ended December 31, 2021, services to us for tax compliance, tax advice and tax planning from Withum were $6,180. For the period from August 31, 2020 (inception) through December 31, 2020 there were no fees.

. For the year ended December 31, 2021 and for the period August 31, 2020 (inception) through December 31, 2020, there were no fees billed for products and services provided by Withum other than those set forth above.

Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will all auditing services and permitted services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes beginning on on this Report.

---

---

---

The Warrants were accounted for as liabilities in accordance with ASC and are presented within warrant liabilities in the Company’s 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 statements of operations.