Lerer Hippeau Acquisition Corp. - Annual Report: 2021 (Form 10-K)

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The firm has a diverse portfolio across the consumer, enterprise software, media, commerce and emerging technology sectors. Lerer Hippeau’s portfolio has included 17 companies that have each achieved valuations in excess of $1 billion, and 36 companies that have each achieved valuations in excess of $400 million. This assessment is based on valuation achieved during each company’s most recent private funding or most recently closed acquisition or as most recently agreed in connection with a merger proposal, as applicable. Many of Lerer Hippeau’s portfolio companies have not raised capital in over a year, and the team would expect a number of them to be priced significantly higher at their current scale. Funds raised by Lerer Hippeau have averaged Top Quartile returns, based on Cambridge Associates private investment benchmarks. The Lerer Hippeau team reviews over 2,000 companies per year and has investments to its portfolio annually during each of the past three years.

The Lerer Hippeau Platform team is an essential component of post-investment support, offering services and events that address the most pressing areas of need for entrepreneurs, providing access to the tools and relationships they need to build their brands and scale. With in the United States, the team function-specific introductions to prospective business development opportunities, as well as vetted vendors, often at discounted pricing. The Lerer Hippeau Platform team can also save portfolio companies valuable time and resources by helping to find, hire, and retain top talent through introductions, tactical content, direct and people consultation.

With a decade of investment experience, supporting over 400 private companies in aggregate, Lerer Hippeau believes it has established a leading brand among hundreds of entrepreneurs. This portfolio has also yielded a network with hundreds other industry stakeholders, bolstering Lerer Hippeau’s access and insights to the leading, technology-enabled private companies. We believe that our management team’s experience identifying and investing in industry-leading founders at an early stage, and the equity of trust established over a decade of supporting these founders at a grassroots level, have Lerer Hippeau Acquisition Corp. well-positioned to partner with superior operators who are ready to bring their company to the public market.

, our Chairman, is a Managing Partner at Lerer Hippeau. Huffington Post (acquired by AOL) and was formerly the Chairman of BuzzFeed and Betaworks. Kenny sits on the board of Group Nine Media, which has an affiliated SPAC (NASDAQ: GNAC), and BLADE Urban Air Mobility, which merged with a SPAC (NASDAQ: EXPC). Previously, he served as Executive Vice President of AOL Time Warner. Kenny also previously served on the board of Viacom (NASDAQ: VIAC).

, our Chief Executive Officer and one of our directors, is a Managing Partner at Lerer Hippeau. Previously, Eric was the Chief Executive Officer of The Huffington Post, in which he had invested as a Managing Partner at Softbank Capital. investing activities for nearly a decade, investing in leading companies including Buddy Media, Geocities, and Yahoo!. Eric has also served as Chairman and Chief Executive Officer of Ziff-Davis, former top publisher of computer magazines. Eric sits on the board of Marriott International (NASDAQ: MAR), and he served on the boards of BuzzFeed and Yahoo! (formerly NASDAQ: YHOO) from 1996-2011.

, our President and one of our directors, is a Managing Partner at Lerer Hippeau. He also currently serves on the board of directors of Vox Media and was Chief Executive Officer of Group Nine Media, parent to digital publishers NowThis, The Dodo, Thrillist, Seeker, and POPSUGAR, until March 2022 when the company was acquired by Vox Media. Ben was the Chief Executive Officer and founder of Thrillist, and he also sat on the board of Casper (NYSE: CSPR).

, our Chief Operating Officer, is a Partner at Lerer Hippeau and leads the firm’s secondary portfolio management practice, which includes the SB Capital and BN Capital funds for which Lerer Hippeau serves as replacement general partner. Joe has spent over 20 years investing in and advising technology-enabled businesses. Prior to joining Lerer Hippeau, stage investing at SoftBank Capital. Previously, he was an early and growth stage investor with Constellation Ventures, and an investment banker with JPMorgan’s Tech, Media & Telecom group.

, our Chief Financial Officer, Treasurer and Secretary, is also Chief Financial Officer of Lerer Hippeau, overseeing the firm’s finances, operations and infrastructure. Previously, Dan was the Chief Operating Officer/Chief Financial Officer of Marker LLC, a New York-based venture capital firm. Dan was also a Principal at the private equity firm Siguler Guff and a Vice President in the private equity groups at Fortress Investment Group and Goldman Sachs. Dan was the Business Area Controller of Private Equity for Fortress Investment Group (NYSE: FIG) during its IPO.

: Despite $3.8 trillion in healthcare spend in 2019, nearly 18% of U.S. gross domestic product, health outcomes in the United States are no better than other developed nations. Although the novel tragically magnified this reality, it has also dramatically accelerated advanced digital health adoption, particularly in virtual care through telemedicine. As in other sectors, a paradigm shift is underway that places the patient at the center of the healthcare ecosystem. We see this creating massive opportunities for new businesses, propelled by technology, to improve quality and access to care.

: In the past has become perhaps the most popular model for emerging brands. The construct allows companies to deliver a superior product at a lower price, and the accompanying technology enables a with consumers that maximizes their lifetime value. Although sizable businesses have been built in the space, the vast majority of companies have remained private to date. We believe that the pandemic has validated the power of the DTC model and created attractive targets.

 There are an array of new solutions that are powering the modern consumer experience. to climb as a percentage of total retail sales, B2B tools and services that make it possible to meet consumer demand and services in a cost effective and efficient manner have become an integral part of the ecosystem. Next generation retailers are creating interactive experiences tailor made for social media, and providing a seamless transition from physical to digital commerce. In addition, novel, efficient logistics solutions are addressing rising consumer demand for rapid delivery

 Prior productivity was shifting towards greater automation of task-based skills with cloud-based software solutions. Since the start of the pandemic, with the rise in remote work, the appetite for automation of increasingly complex tasks has accelerated. Companies have emerged to solve a wide range of needs, including account management, human resources, research and development, workforce collaboration, and training. Leaders in this transition often have significant parallels to DTC startups for digital brand building and customer adoption

 Robotics is becoming more intelligent with advances in computer vision and artificial intelligence. These smart capabilities are extending technology’s disruptive reach into manufacturing facilities, research labs, and warehouses. This connectivity is enhancing collaboration and training across a range of industries, from healthcare to logistics to manufacturing. Capital expenditures are being reduced, and the life of industrial assets are being prolonged, through automation.

We have filed a Registration Statement on the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

We are 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”). 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 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 the fifth anniversary of the completion of our IPO, (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 $700 million as of the end of that fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of 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 Class A common stock held $250 million as of the end of that fiscal year’s second fiscal quarter, and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our Class A common stock held $700 million as of the end of that fiscal year’s second fiscal quarter.

Our executive offices are located at 100 Crosby Street, Suite 201, New York, NY 10012 and our telephone number is website address is www.lererhippeauacquisition.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Report. You should not rely on any such information in making your decision whether to invest in our securities.

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers and investment professionals. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us by calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read our prospectus and know what types of businesses we are targeting. Our officers and directors, as well as our sponsor and their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors and our sponsor and their respective industry and business contacts as well as their affiliates. We may engage the services of professional firms that specialize in business acquisitions, 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 transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event will our sponsor or any of our existing officers or directors, or any entity with which our sponsor or officers are affiliated, be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the company prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). Although none of our sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated initial business combination, we do not have a policy that prohibits our sponsor, executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement by a target business. 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. We may also seek to partner with other investment teams and companies to identify targets and support our acquisition process.

As more fully discussed in the section of this Report entitled “Item 10. Directors, Executive Officers and Corporate Governance—Conflicts of Interest,” 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 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 the event we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or any of their affiliates may purchase public shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of public shares such persons may purchase. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our initial stockholders, directors, officers, advisors or any of their affiliates determine to make any such purchases at the time of a stockholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares in such transactions. They will be restricted from making any such purchases when they are in possession of any not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. We have adopted an insider trading policy which requires insiders to (1) refrain from purchasing securities during certain blackout periods and when they are in possession of any and (2) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a or determine that such a plan is not necessary.

Any purchases by our sponsor, officers, directors and/or any of their affiliates who are affiliated purchasers under the Exchange Act will be restricted except to the extent such purchases are able to be made in compliance with 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 any of their affiliates will be restricted from making purchases of common stock if the purchases would violate Section 9(a)(2) or the Exchange Act.

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 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 (net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein. At completion of the business combination, we will be required to purchase any public shares properly delivered for redemption and not withdrawn. we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination.

Upon the public announcement of our initial business combination, we and 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 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 number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001, upon consummation of an initial business combination and after payment of the deferred underwriting commission (so that we do not then become 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 such initial business combination, and we instead may search for an alternate business combination.

Our amended and restated certificate of incorporation provides that we will have only 24 months from the closing of our IPO to complete our initial business combination. If we have not completed our initial business combination within or during any Extension Period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at payable in cash, equal to the aggregate amount then on deposit in the trust account (net of taxes payable and 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 (3) 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 each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares and private placement shares held by them if we fail to complete our initial business combination within 24 months from the closing of our IPO or during any Extension Period. However, if our sponsor, officers and directors acquired public shares in or after our IPO, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the period.

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 (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our IPO or (B) with respect to any other provision relating to stockholders’ rights 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 payable in cash, equal to the aggregate amount then on deposit in the trust account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (a) in the case of our initial business combination, upon consummation of such initial business combination and after payment of the deferred underwriting commission or (b) in the case of an 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 to redeem 100% of our public shares if we have not consummated our initial business combination within 24 months from the closing of our IPO or (ii) with respect to any other provision relating to stockholders’ rights combination activity, upon such amendment (in each case so that we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption right is being 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.

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 within 24 months from the closing of our IPO or during any Extension Period 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 period during which any third-party claims can be brought against the corporation, during which the corporation may reject any claims brought, and an 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 within 24 months from the closing of our IPO or during any Extension Period, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, 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 have not completed our initial business combination within 24 months from the closing of our IPO or during any Extension Period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at 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 (net of taxes payable and 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 (3) 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 each case 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 following the end of our acquisition period 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 earliest to occur of: (1) the completion of our initial business combination, and then only in connection with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend 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 to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our IPO or (B) with respect to any other provision relating to stockholders’ rights combination activity; and (3) the redemption of all of our public shares if we have not completed our initial business combination within 24 months from the closing of our IPO, subject to applicable law and as further described herein. Public stockholders who do not exercise their redemption rights in connection with such an amendment to our certificate of incorporation would still have redemption rights in connection with any other applicable amendment to our certificate of incorporation and a subsequent business combination to the extent they are then public stockholders. 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 our 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 described above.

Our amended and restated certificate of incorporation contains certain requirements and restrictions relating to our IPO that will apply to us until the consummation of our initial business combination. If we seek to amend any provisions of our amended and restated certificate of incorporation relating to stockholders’ rights activity, we will provide public stockholders with the opportunity to redeem their public shares in connection with any such vote. Specifically, our amended and restated certificate of incorporation provides, among other things, that:

We currently maintain our executive offices at 100 Crosby Street, Suite 201, New York, NY 10012 and our telephone number is office space is currently provided by an affiliate of our sponsor pursuant to the Administrative Services Agreement. We consider our current office space adequate for our current operations.

At the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption rights and, therefore, we will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements or arrange for third-party financing. In addition, if a larger number of shares is submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B common stock results in the issuance of shares of Class A common stock on a greater upon conversion of the shares of Class B common stock at the time of our business combination. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commissions and after such redemptions, of shares held will reflect our obligation to pay the deferred underwriting commissions.

Our amended and restated certificate of incorporation provides that we must complete our initial business combination within 24 months from the closing of our IPO. We may not be able to find a suitable target business and complete our initial business combination within such time period or during any Extension Period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak both in the United States and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Furthermore, we may be unable to complete a business combination if continued concerns relating travel, limit the ability to have meetings with potential investors or the target company’s personnel, or if vendors and service providers are unavailable to negotiate and consummate a transaction in a timely manner. Additionally, the outbreak other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) may negatively impact businesses we may seek to acquire.

If we have not completed our initial business combination within such time period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at 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 (net of taxes payable and 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 (3) 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 each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors herein.

In December 2019, a novel strain of coronavirus was reported to have surfaced, which has and is continuing to spread throughout parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. The outbreak adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) could adversely affect, economies and financial markets worldwide, business operations and the conduct of commerce generally, and the business of any potential target business with which we consummate a business combination could be, or may already have been, materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and service providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to our search for and ability to consummate a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity the actions to treat its impact, among others. If the disruptions posed future pandemic or other events (such as terrorist attacks or natural disasters) continue for an extensive period of time, including as a result of protectionist sentiments or legislation in our target markets, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

Our amended and restated certificate of incorporation authorizes the issuance of up to 200,000,000 shares of Class A common stock, par value $0.0001 per share, and 20,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of undesignated preferred stock, par value $0.0001 per share. As of December 31, 2021, there was 177,048,491 and 14,433,454 authorized but unissued shares of Class A and Class B common stock available, respectively, for issuance, which in the case of the Class A common stock, does not take into account shares issuable upon conversion of the shares of the Class B common stock. Shares of Class B common stock are automatically convertible into shares of our Class A common stock at the time of our initial business combination, initially at but subject to adjustment as set forth in our amended and restated certificate of incorporation.

We may issue a substantial number of additional shares of Class A common stock and may issue shares of preferred stock, in order to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of Class A common stock upon conversion of the Class B common stock at a ratio greater the time of our initial business combination as a result of the anti-dilution provisions described in our amended and restated certificate of incorporation. However, our amended and restated certificate of incorporation provides, among other things, that prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of our IPO or (y) amend the foregoing provisions. The issuance of additional shares of common or preferred stock:

The founder shares are identical to the shares of Class A common stock sold in our IPO, except that: (1) the founder shares are subject to certain transfer restrictions, as described in more detail in our prospectus; (2) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to: (a) waive their redemption rights with respect to any founder shares, private placement shares and any public shares held by them in connection with the completion of our initial business combination; (b) waive their redemption rights with respect to any founder shares, private placement shares and any public shares held by them in connection with a stockholder vote to approve an 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 to redeem 100% of our public shares if we have not consummated our initial business combination within 24 months from the closing of our IPO or (ii) with respect to any other provision relating to stockholders’ rights combination activity; and (c) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the closing of our IPO or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame); (3) the founder shares are automatically convertible into shares of our Class A common stock at the time of our initial business combination on subject to adjustment pursuant to certain anti-dilution rights, as described in more detail in our amended and restated certificate of incorporation; (4) the founder shares are entitled to registration rights; and (5) only holders of the founder shares have the right to vote on the election of directors and to remove directors prior to our initial business combination.

We believe that the funds available to us outside of the trust account will be sufficient to allow us to operate for at least the 24 months following the closing of our IPO; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors herein.

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the trust account may be invested by the trustee only 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 and meeting certain conditions under the Investment Company Act. Because the investment of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption provided in under the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to consummate our initial business combination. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such initial business combination.

We have identified a material weakness in our internal control over financial reporting related to our application of ASC to our accounting classification of the public shares. As a result of this material weakness, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2021. Historically, a portion of the public shares was classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that we will not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001, as described in our amended and restated certificate of incorporation. Pursuant to our of our application of ASC to our accounting classification of the public shares, our management has determined that the public shares include certain provisions that require classification of all of the public shares as temporary equity regardless of the net tangible assets redemption limitation contained in our amended and restated certificate of incorporation.

Although we will attempt to structure our initial business combination in tax structuring considerations are complex, the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. For example, in connection with our initial business combination and subject to any requisite stockholder approval, we may structure our business combination in a manner that requires stockholders to recognize gain or income for tax purposes, effect a business combination with a target company in another jurisdiction, or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction in which the target company or business is located). We do not intend to make any cash distributions to stockholders to pay taxes in connection with our business combination or thereafter. Accordingly, a stockholder may need to satisfy any liability resulting from our initial business combination with cash from its own funds or by selling all or a portion of the shares received. In addition, stockholders may also be subject to additional income, withholding or other taxes with respect to their ownership of us after our initial business combination.

In addition, we may effect a business combination with a target company that has business operations outside of the United States, and possibly, business operations in multiple jurisdictions. If we effect such a business combination, we could be subject to significant income, withholding and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. Due to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations by U.S. federal, state, local authorities. This additional complexity and risk could have an adverse effect on and financial condition.

If Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on If this were to occur, we could face significant material adverse consequences, including:

Since the net proceeds of our IPO and the sale of the private placement shares are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a “blank check” company under the U.S. securities laws. However, because we have net tangible assets of at least $5,000,001 and filed a Current Report on an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our shares are immediately tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if our IPO were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of our initial business combination.

Our public stockholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (1) the completion of our initial business combination, and then only in connection with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend 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 to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our IPO or during any Extension Period or (B) with respect to any other provision relating to stockholders’ rights combination activity; and (3) the redemption of all of our public shares if we have not completed our initial business combination within 24 months from the closing of our IPO, subject to applicable law and as further described herein. Stockholders who do not exercise their rights to the funds held in the trust account in connection with such an amendment to our certificate of incorporation would still have rights to the funds held in the trust account in connection with any other applicable amendment to our certificate of incorporation and a subsequent business combination to the extent they are then stockholders. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares, potentially at a loss.

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 within 24 months from the closing of our IPO or during any Extension Period may be considered a liquidating distribution under Delaware law. If a 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 period during which any third-party claims can be brought against the corporation, during which the corporation may reject any claims brought, and an 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. However, it is our intention to redeem our public shares as soon as reasonably possible following the 24th month from the closing of our IPO in the event we do not complete our initial business combination and, therefore, we do not intend to comply with those procedures.

Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a activity, without approval by holders of a certain percentage of the company’s stockholders. In those companies, amendment of these provisions typically requires approval by holders holding between 90% and 100% of the company’s public shares. Our amended and restated certificate of incorporation provides that any of its provisions related activity (including the requirement to deposit proceeds of our IPO and the sale of the private placement shares into the trust account and not release such amounts except in specified circumstances) may be amended if approved by holders of at least 65% of our outstanding common stock who attend and vote in a stockholder meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our outstanding common stock. Additionally, only holders of Class B common stock have the right to vote on the election of directors and to remove directors prior to our initial business combination, and such rights may only be amended by a resolution passed by the holders of a majority of our Class B common stock. In all other instances, our amended and restated certificate of incorporation provides that it may be amended by holders of a majority of our common stock, subject to applicable provisions of the DGCL or applicable stock exchange rules. Our initial stockholders, who beneficially own 20% of our common stock (excluding the private placement shares), may participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation which will govern combination behavior more easily than some other blank check companies, and this may increase our ability to complete our initial business combination with which you do not agree.

Our sponsor, officers and directors have agreed, pursuant to a written agreement, that they will not propose any amendment to 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 to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our IPO or (B) with respect to any other provision relating to stockholders’ rights 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 payable in cash, equal to the aggregate amount then on deposit in the trust account, divided by the number of then outstanding public shares. These agreements are contained in a

The founder shares will automatically convert into Class A common stock at the time of our initial business combination on subject to adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities convertible or exercisable for Class A common stock, are issued or deemed issued in excess of the amounts offered in our prospectus and related to the closing of the initial business combination, the ratio at which founder shares shall convert into Class A common stock will be adjusted so that the number of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on 20% of the total number of all outstanding shares of common stock upon completion of the initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination, and any private placement shares issued to our sponsor or its affiliates upon conversion of loans made to us. This is different from most other similarly structured blank check companies in which the initial stockholder will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial business combination. Additionally, the aforementioned adjustment will not take into account any shares of Class A common stock redeemed in connection with the business combination. Accordingly, the holders of the founder shares could receive additional shares of Class A common stock even if the additional shares of Class A common stock, or equity-linked securities convertible or exercisable for Class A common stock, are issued or deemed issued solely to replace those shares that were redeemed in connection with the business combination. This may make it more difficult and expensive for us to consummate an initial business combination.

We have issued in a private placement 685,324 private placement shares and our initial stockholders currently hold 5,566,546 founder shares. The founder shares are convertible into shares of Class A common stock on subject to adjustment as set forth herein. In addition, if our sponsor, an affiliate of our sponsor or certain of our officers and directors make any working capital loans, up to $1,500,000 of such loans may be converted into shares, at the price of $10.00 per share at the option of the lender. Such shares would be identical to the private placement shares. To the extent we issue shares of Class A common stock to effectuate a business transaction, the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise of these conversion rights could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of outstanding shares of our Class A common stock and reduce the value of the Class A common stock issued to complete the business combination. Therefore, our private placement shares and founder shares may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.

The net proceeds of our IPO and certain proceeds from the sale of the private placement shares are held in the trust account. The proceeds held in the trust account may only be invested in direct U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under the Investment Company Act which invest only in direct U.S. government treasury obligations. While short-term U.S. treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event of very low or negative yields, the amount of interest income (which we are permitted to use for payment of our tax obligations, and up to $100,000 of dissolution expenses) would be reduced. In the event that we have not completed our initial business combination or make certain amendments to our amended and restated certificate of incorporation, our public stockholders are entitled to receive of the proceeds held in the trust account, plus any interest income. If the balance of the trust account is reduced below $222,661,850 as a result of negative interest rates, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.00 per share.

Our amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except that we will only redeem our public shares so long as our net tangible assets, after payment of the deferred underwriting commissions and after such redemptions, will be at least $5,000,001 (a) in the case of our initial business combination, either prior to or upon consummation of such initial business combination, after payment of the deferred underwriting commission or (b) in the case of an 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 to redeem 100% of our public shares if we have not consummated our initial business combination within 24 months from the closing of our IPO or (ii) with respect to any other provision relating to stockholders’ rights combination activity, upon such amendment (in each case such that we do not then become subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. As a result, we may be able to complete our initial business combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all shares of common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we 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 our 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. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A common stock held $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

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 companies but any such election to opt out is irrevocable. We have 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, we, 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 our 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.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of 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 Class A common stock held $250 million as of the end of that fiscal year’s second fiscal quarter, and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our Class A common stock held $700 million as of the end of that fiscal year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

may make it more costly for a stockholder to bring a claim, and it may also limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company or its directors, officers or other employees, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our amended and restated certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

Our operations are dependent upon a relatively small group of individuals and in particular our senior management. We believe that our success depends on the continued service of our directors and officers, at least until we have completed our initial business combination. In addition, our directors and officers are not required to commit any specified amount of time to our affairs and, accordingly, have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, certain of our directors and officers have time and attention requirements in relation to their other obligations. We do not have an employment agreement with, on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us. For more information, see the section entitled “Item 10. Directors, Executive Officers and Corporate Governance—Conflicts of Interest.”

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any stockholders who choose to remain a stockholder following our initial business combination could suffer a reduction in the value of their securities. Such stockholders are unlikely to have a remedy for such reduction in value.

We currently maintain our executive offices at 100 Crosby Street, Suite 201, New York, NY 10012 and our telephone number is office space is currently provided by an affiliate of our sponsor pursuant to the Administrative Services Agreement. We consider our current office space adequate for our current operations.

Barclays Capital Inc. acted as the book running manager and Code Advisors LLC and Drexel Hamilton, LLC also served as underwriters in our IPO. The securities sold in our IPO were registered under the Securities Act on registration statements on The registration statements became effective on March 4, 2021.

On January 19, 2021, our sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses related to our IPO pursuant to a promissory note (the “Note”). This loan and payable upon the completion of our IPO. We borrowed approximately $65,000 under the Note and on March 11, 2021, we repaid the Note in full. The Note is no longer available to the company.

Of the gross proceeds received from our IPO including the partial exercise of the over-allotment option, and the sale of the Private Placement Shares, $222,661,850 was placed in the trust account. The net proceeds of our IPO and certain proceeds from the sale of the Private Placement Shares are invested in U.S. government treasury bills with a maturity of 185 days or less and in money market funds meeting certain conditions under the Investment Company Act which invest only in direct U.S. government treasury obligations.

Upon the closing of the IPO and the Private Placement, approximately $222.7 million ($10.00 per share) of the net proceeds of the sale of the Public Shares in the IPO and of the Private Placement Shares in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

If we are unable to complete a Business Combination within 24 months from the closing of the IPO, or March 9, 2023, or during any extended period of time that we may have to consummate a Business Combination as a result of an amendment to our amended and restated certificate of incorporation (the “Combination Period”), 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 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 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), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the 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.

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after March 9, 2023. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

Management continues to evaluate the impact of the pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any expenses 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, executive officers or directors, or our or their affiliates.

We granted the underwriters a option from the date of the final prospectus relating to the IPO to purchase up to 3,000,000 additional Public Shares to cover over-allotments, if any, at the IPO price, less underwriting discounts and commissions. On March 9, 2021, the underwriters partially exercised the over-allotment option to purchase 2,266,185 Public Shares and forfeited the remainder of their option.

We recognize changes in redemption value immediately as they occur and adjust the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the IPO, we recognized the accretion from initial book value to redemption amount, which resulted in charges against additional capital (to the extent available) and accumulated deficit.

In August 2020, the FASB issued ASU Debt-Debt with Conversion and Other Options (Subtopic and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. We adopted ASU on January 12, 2021. Adoption of the ASU did not impact our financial position, results of operations or cash flows.

As of December 31, 2021, we did not have any sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.

We are a smaller reporting company as defined by of the Exchange Act and are not required to provide the information otherwise required under this item.

This information appears following Item 15 of this Annual Report on and is included herein by reference.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year ended December 31, 2021, as such term is defined in Rules and under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer has concluded that during the period covered by this report, our disclosure controls and procedures were not effective as of December 31, 2021, because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, our management has concluded that our control around the interpretation and accounting for certain complex financial instruments was not effectively designed or maintained. This material weakness resulted in the misstatement of our balance sheet as of March 9, 2021, and our interim financial statements for the quarters ended March 31, 2021, and June 30, 2021.

As a result, our management performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with generally accepted accounting principles in the United States of America. Accordingly, management believes that the financial statements included in this Annual Report on Form present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented. Management understands that the accounting standards applicable to our consolidated financial statements are complex and has since the inception of the company benefited from the support of experienced third-party professionals with whom management has regularly consulted with respect to accounting issues. Management intends to continue to further consult with such professionals in connection with accounting matters. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

This Annual Report on does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

There was no change in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2021 covered by this Annual Report on Form that has materially affected or is reasonably likely to materially affect our internal control over financial reporting except for the below.

, our Chairman since January 2021, is a Managing Partner at Lerer Hippeau, a position he has held since 2010. Huffington Post (acquired by AOL) in 2005 and was formerly the Chairman of BuzzFeed and Betaworks. Mr. Lerer sits on the board of Group Nine Media, which has an affiliated SPAC (NASDAQ: GNAC), and BLADE Urban Air Mobility, which merged with a SPAC (NASDAQ: EXPC). Previously, he served as Executive Vice President of AOL Time Warner. Mr. Lerer also previously served on the board of Viacom (NASDAQ: VIAC) from August 2016 to March 2018. Mr. Lerer is the father of Ben Lerer, our President and one of our directors. Our board of directors has determined that Mr. Lerer’s extensive senior leadership, venture capital investing experience and substantial network of contacts and relationships makes him a qualified member of our board of directors.

, our Chief Executive Officer and one of our directors since January 2021, is a Managing Partner at Lerer Hippeau, a position he has held since 2010. Previously, Mr. Hippeau was the Chief Executive Officer of The Huffington Post, in which he had invested as a Managing Partner at Softbank Capital. investing activities for nearly a decade, investing in leading companies including Buddy Media, Geocities, and Yahoo!. Mr. Hippeau has also served as Chairman and Chief Executive Officer of Ziff-Davis, former top publisher of computer magazines. Mr. Hippeau sits on the board of Marriott International (NASDAQ: MAR) since September 2016, and he served on the boards of BuzzFeed until January 2022 and Yahoo! (formerly NASDAQ: YHOO) from 1996-2011. Our board of directors has determined that Mr. Hippeau’s substantial operational experience and history of identifying and backing successful companies in enterprise software, digital health and advanced technology makes him a qualified member of our board of directors.

, our President and one of our directors since January 2021, is a Managing Partner at Lerer Hippeau, a position he has held since 2010. He also currently serves on the board of directors of Vox Media. Mr. Lerer was the Chief Executive Officer of Group Nine Media, parent to digital publishers NowThis, The Dodo, Thrillist, Seeker, and POPSUGAR, from December 2016 until March 2022 when the company was acquired by Vox Media. Previously, Mr. Lerer was the Chief Executive Officer and founder of Thrillist. Mr. Lerer is the Chairman and Chief Executive Officer of Group Nine Acquisition Corp. (NASDAQ: GNAC), a SPAC organized in November 2020 to pursue business combination opportunities with companies operating in the digital media and adjacent industries. Mr. Lerer served on the board of Casper Sleep (NYSE: CSPR) from July 2014 until its merger in January 2022. Mr. Lerer is the son of Kenneth Lerer, our Chairman. Mr. Lerer holds a BS in Political Science from the University of Pennsylvania. Our board of directors has determined that Mr. Lerer’s knowledge of digital-first businesses and extensive leadership experience in operating and advising companies make him a qualified member of our board of directors.

, our Chief Operating Officer since January 2021, is a Partner at Lerer Hippeau and leads the firm’s secondary portfolio management practice, which includes the SB Capital and BN Capital funds for which Lerer Hippeau serves as replacement general partner, a position he has held since July 2015. Mr. Medved has spent over 20 years investing in and advising technology-enabled businesses. Prior to joining Lerer Hippeau, stage investing at SoftBank Capital. Previously, he was an early and growth stage investor with Constellation Ventures, and an investment banker with JPMorgan’s Tech, Media & Telecom group. Mr. Medved holds a BS in Finance from Boston College.

, our Chief Financial Officer, Treasurer and Secretary since January 2021, is also Chief Financial Officer of Lerer Hippeau, overseeing the firm’s finances, operations and infrastructure, a position he has held since July 2019. Previously, Mr. Rochkind was the Chief Operating Officer/Chief Financial Officer of Marker LLC, a New York-based venture capital firm, from October 2012. Mr. Rochkind was also a Principal at the private equity firm Siguler Guff and a Vice President in the private equity groups at Fortress Investment Group and Goldman Sachs. Mr. Rochkind was the Business Area Controller of Private Equity for Fortress Investment Group (NYSE: FIG) during its IPO. Mr. Rochkind holds a BS in Accounting and a BA in Journalism from the University of Maryland at College Park.

, one of our directors since March 2021, is Of Counsel to Schulte Roth & Zabel LLP, a New York based law firm. Mr. Freedman was a partner at Schulte Roth for 32 years through December 2020. Mr. Freedman served Schulte Roth’s Mergers and Acquisitions and Securities Practice, representing private equity firms and other financial institutions in numerous U.S. and cross border acquisitions, divestitures, debt and equity financings and IPOs, covering a wide range of industry sectors. Mr. Freedman served as principal outside counsel to Albertsons Companies Inc. and its predecessors from 2006 through 2020. Mr. Freedman holds a BA in History from Yale University and a JD from the University of Michigan. Our board of directors has determined that Mr. Freedman’s comprehensive mergers and acquisitions and securities law experience makes him a qualified member of our board of directors.

, one of our directors since March 2021, is the founder and Chief Executive Officer of Thrive Global, the founder of The Huffington Post, and the author of 15 books, including, most recently, and The. In 2016, she launched Thrive Global, a leading behavior change tech company with the mission of changing the way we work and live by ending the collective delusion that burnout is the price we must pay for success. She has been named to Time Magazine’s list of the world’s 100 most influential people and the Forbes Most Powerful Women list. Originally from Greece, she moved to England when she was 16 and graduated from Cambridge University with an M.A. in Economics. At 21, she became president of the famed debating society, the Cambridge Union. She serves on numerous boards, including Onex Corporation (TSE: ONEX), and previously served on the board of Uber Technologies, Inc. (NYSE: UBER) from August 2016 to September 2019. Our board of directors has determined that Ms. Huffington’s entrepreneurial and board experience, as well as a broad network gained from working in media, make her a qualified member of our board of directors.

, one of our directors since March 2021, is the Chief Executive Officer of Semper Capital Management, an independent investment advisor specializing in structured products with a focus on mortgage-backed securities. The firm manages over $2 billion in assets. In addition to leading the business of Semper Capital, Mr. Parsons serves as Chairman of the Investment and Risk Management Committees and is also a member of the Compliance Committee. Prior to joining the firm in 2008, Mr. Parsons served as an Associate Principal at McKinsey & Company in the Financial Services Group. Mr. Parsons began his career over 23 years ago and served as a Captain and Infantry Officer in the United States Marine Corps. Mr. Parsons holds a BA in Political Science from Princeton University. Our board of directors has determined that Mr. Parsons’s financial services and advisory experience makes him a qualified member of our board of directors. Mr. Parsons serves as Chairman of the Audit Committee.

, one of our directors since March 2021, is a serial investor, advisor and founder of startup and expansion stage companies. Mr. Walrath served as Chief Executive Officer and Founder of Right Media, a leading online advertising exchange, from January 2003 until its acquisition by Yahoo!. in 2007. After Right Media, WGI Group with Jonah and Noah Goodhart, which has invested in over 75 companies since 2007, primarily in the technology space. Mr. Walrath served as Chairman of Moat, a New York–based analytics company focused on driving success for brand marketers and premium publishers, from 2009 to 2017, and he has served as a Director since November 2009 and as Chairman since March 2011 of Yext (NYSE: YEXT), a location software company. Additionally, effective as of March 25, 2022, Mr. Walrath became Chief Executive Officer of Yext. Mr. Walrath was a recipient of the highly prestigious Ernst & Young Entrepreneur of the Year award in 2007. He and his wife Michelle created The Walrath Family Foundation, a philanthropic organization focused on social, environmental and environmental health issues. Mr. Walrath holds a BA in English from the University of Richmond. Our board of directors has determined that Mr. Walrath’s extensive experience as an entrepreneur in the technology and advertising industries, as well as his experience leading and advising high-growth companies, makes him a qualified member of our board of directors.

, one of our advisors, was the Chief Executive Officer Moat, a New York–based analytics company focused on driving success for brand marketers and premium publishers. Moat was acquired by Oracle in 2017. Jonah was one of the founding investors and board members of Right Media, a leading online advertising exchange, which was acquired by Yahoo! in 2007. Group, which has invested in over 75 companies, primarily in the technology space. Mr. Goodhart was a recipient of the prestigious Ernst & Young Entrepreneur Of The Year New York Award in 2017.

, one of our advisors, along with his brother and partner operated Moat, which was acquired by Oracle in 2017. Mr. Goodhart was also a founding investor and board member of Right Media Group. Mr. Goodhart was a recipient of the prestigious Ernst & Young Entrepreneur Of The Year New York Award in 2017. Mr. Goodhart has also published his academic research on the role of technology in the political process.

Our officers are elected by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chair the board of directors, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, a Secretary and such other offices (including without limitation, Vice Presidents, Assistant Secretaries and a Treasurer) as may be determined from time to time by the board of directors.

Our board of directors has two standing committees: an audit committee and a compensation committee. Subject the rules of Nasdaq and the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. The charter of each committee is available on our website.

Each member of the audit committee is financially literate and our board of directors has determined that Greg Parsons qualifies as an “audit committee financial expert” as defined in applicable SEC rules. Under 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. Because we list our securities on Nasdaq, our audit committee must have one independent member at the time of listing, a majority of independent members within 90 days of listing, and consist of all independent members within one year of listing. Stuart Freedman, Greg Parsons and Michael Walrath each meet the independent director standard under the Nasdaq’s listing standards and under the Exchange Act.

We have established a compensation committee of our board of directors. The members of our compensation committee are Stuart Freedman, Arianna Huffington and Michael Walrath. Mr. Freedman serves as chairman of the compensation committee. Because we list our securities on Nasdaq, our compensation committee must have one independent member at the time of listing, a majority of independent members within 90 days of listing, and consist of all independent members within one year of listing. Our board of directors has determined that each of Stuart Freedman, Arianna Huffington and Michael Walrath is independent under the Nasdaq listing standards and qualifies as a director” within the meaning of Rule under the Exchange Act and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

We have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics will be provided without charge upon request from us. In addition, a copy of the Code of Ethics is posted on our website: www.lererhippeauacquisition.com. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on

Although none of our sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated initial business combination, we do not have a policy that prohibits our sponsor, executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement by a target business. Further, we also pay an affiliate of our sponsor for office space, secretarial and general administrative services provided to us pursuant to the Administrative Services Agreement in the amount of $10,000 per month. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Accordingly, in the event the consummation of our initial business combination takes 24 months, an affiliate of our sponsor will be paid a total of $240,000 ($10,000 per month) for office space, administrative and support services and will be entitled to be reimbursed for

No executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finder’s, consulting or other similar fees, will be paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any expenses 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 will review on a quarterly basis all payments that were made to our sponsor, officers or directors or our or their affiliates. Any such payments prior to an initial business combination will be 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 expenses incurred in connection with identifying and consummating an initial business combination.

We have entered into the Administrative Services Agreement with an affiliate of our sponsor, pursuant to which we pay a total of $10,000 per month for office space, administrative and support services to such affiliate. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Accordingly, in the event the consummation of our initial business combination takes 24 months, an affiliate of our sponsor will be paid a total of $240,000 ($10,000 per month) for office space, administrative and support services and will be entitled to be reimbursed for

Our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for 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 by us to our sponsor, officers, directors or our or any of their affiliates and determines which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement incurred by such persons in connection with activities on our behalf.

Pursuant to the Note, our sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses of our IPO. We borrowed approximately $65,000 under the Note with our sponsor. These loans unsecured and were due at the earlier of December 31, 2021 and the closing of our IPO. On March 11, 2021, this loan was repaid in full and is no longer available to the company.

. During the period from January 12, 2021 (inception) through December 31, 2021, fees for our independent registered public accounting firm were approximately $130,000 for the services Withum performed in connection with our IPO, the audit of our December 31, 2021 financial statements included in this Annual Report on and the review of financial information included in our Quarterly Reports on Form during the period from January 12, 2021 (inception) through December 31, 2021.

During the period from January 12, 2021 (inception) through December 31, 2021, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.

. During the period from January 12, 2021 (inception) through December 31, 2021, fees for our independent registered public accounting firm were approximately $7,700 for tax compliance, tax advice and tax planning.

. During the period from January 12, 2021 (inception) through December 31, 2021, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.

Our audit committee was formed upon the consummation of our IPO. 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).

LERER HIPPEAU ACQUISITION CORP.
By:		/s/ Eric Hippeau
		Name: Eric Hippeau
		Title: Chief Executive Officer

KNOW ALL BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Eric Hippeau, Ben Lerer and Dan Rochkind, each acting alone, his or her true and lawful and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this annual report on (including amendments thereto), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.