Common use of Internal Controls; Listing; Financial Statements Clause in Contracts

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SPAC SEC Filings, Acquiror SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to AcquirorSPAC, including its consolidated Subsidiaries, if any, is made known to AcquirorSPAC’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting AcquirorSPAC’s principal executive officer and principal financial officer to material information required to be included in AcquirorSPAC’s periodic reports required under the Exchange Act. Acquiror SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorSPAC’s financial reporting and the preparation of Acquiror SPAC Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of AcquirorSPAC, except as set forth in Section 6.6(b7.6(b) of the Acquiror SPAC Disclosure Letter, each director and executive officer of Acquiror SPAC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) The Acquiror SPAC SEC Filings contain true and complete copies of the audited balance sheet as of May 17June 30, 2022, and statement of operations, cash flow and changes in shareholders’ equity of Acquiror SPAC for the period from February 25July 19, 2021 (inception) through May 17June 30, 2022, together with the auditor’s reports thereon (the “Acquiror SPAC Financial Statements”). Except as disclosed in the Acquiror SPAC SEC Filings, the Acquiror SPAC Financial Statements (i) fairly present in all material respects the financial position of AcquirorSPAC, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror SPAC have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorSPAC. Acquiror SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror SPAC nor any director or officer of Acquiror SPAC nor, to the knowledge of AcquirorSPAC, any employee of Acquiror SPAC or AcquirorSPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by AcquirorSPAC, (ii) any fraud, whether or not material, that involves AcquirorSPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror SPAC or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of AcquirorOmniLit’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror OmniLit has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, OmniLit is made known to AcquirorOmniLit’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . To OmniLit’s knowledge, such disclosure controls and (ii) be procedures are effective in timely alerting AcquirorOmniLit’s principal executive officer and principal financial officer to material information required to be included in AcquirorOmniLit’s periodic reports required under the Exchange Act. Acquiror Since November 8, 2021, OmniLit has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorOmniLit’s financial reporting and the preparation of Acquiror OmniLit Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror OmniLit has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. There are no outstanding loans or other extensions of credit made by OmniLit to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of OmniLit. OmniLit has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) The Acquiror OmniLit SEC Filings contain true and complete copies of the audited balance sheet as of May 17December 31, 20222021, and statement of operations, cash flow and shareholdersstockholders’ equity of Acquiror OmniLit for the period from February 25May 20, 2021 (inception) through May 17December 31, 2022, together with the auditor’s reports thereon (the “Acquiror OmniLit Financial Statements”). Except as disclosed in the Acquiror OmniLit SEC Filings, the Acquiror OmniLit Financial Statements (i) fairly present in all material respects the financial position of AcquirorOmniLit, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror OmniLit have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 As of the Xxxxxxxx-Xxxxx Act. date hereof, neither OmniLit (eincluding any employee thereof) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of AcquirorOmniLit’s knowledge, any employee of Acquiror or AcquirorOmniLit’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by AcquirorOxxxXxx, (ii) any fraud, whether or not material, that involves AcquirorOmniLit’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror OmniLit or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorMountain’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act Act, or as otherwise set forth in “smaller reporting company” within the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under meaning of the Exchange Act). Such disclosure controls and procedures are designed to , since its incorporation, (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror Mountain has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorMountain’s financial reporting and the preparation of Acquiror Financial Statements Mountain’s financial statements for external purposes in accordance with GAAPGAAP and (ii) Mountain has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Mountain required be disclosed by Mountain in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Mountain’s principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting Mountain’s principal executive officer and principal financial officer to material information required to be included in Mountain’s periodic reports required under the Exchange Act. (b) To the knowledge of Acquiror, except as set forth in Mountain has not taken any action prohibited by Section 6.6(b) 402 of the Acquiror Disclosure LetterXxxxxxxx-Xxxxx Act. (c) Since its incorporation, each director Mountain has complied in all material respects with all applicable listing and executive officer corporate governance rules and regulations of Acquiror has filed with the SEC on a timely basis all statements required by Nasdaq. The classes of securities representing issued and outstanding Mountain Class A Shares are registered pursuant to Section 16(a12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the rules and regulations promulgated thereunderdate of this Agreement, there is no material Proceeding pending or, to the Knowledge of Mountain, threatened against Mountain by Nasdaq or the SEC with respect to any intention by such entity to deregister Mountain Class A Shares or prohibit or terminate the listing of Mountain Class A Shares on Nasdaq. (cd) The Acquiror Mountain SEC Filings Reports contain true and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror applicable Mountain Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror The Mountain Financial Statements (i) fairly present in all material respects the financial position balance sheet of Acquiror, Mountain as at the respective dates thereof, and the results statement of operations operations, shareholders’ equity and consolidated cash flows for the respective periods then endedended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except except, in the case of any audited financial statements, as may be indicated therein or in the notes theretothereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes), (iii) in the case of the audited Mountain Financial Statements, were audited in accordance with the standards of the PCAOB and (iiiiv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Mountain has established and records maintains systems of Acquiror have beeninternal accounting controls that are designed to provide, and are being, maintained in all material respects respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and any other applicable legal to maintain accountability for Mountain’s and accounting requirementsits Subsidiaries’ assets. Mountain maintains and, for all periods covered by the Mountain Financial Statements, has maintained books and records of Mountain in the ordinary course of business that accurately and fairly reflect the transactions and dispositions of the assets of Mountain in all material respects. (df) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror Since its incorporation, Mountain has not taken received any action prohibited by Section 402 written notification of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any “significant deficiency or material weakness deficiency” in the system internal controls over financial reporting of internal accounting controls utilized by AcquirorMountain, (ii) any “material weakness” in the internal controls over financial reporting of Mountain or (iii) fraud, whether or not material, that involves Acquiror’s management or other employees of Mountain who have a significant role in the preparation internal controls over financial reporting of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingMountain.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17December 31, 20222020, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25June 4, 2021 2020 (inception) through May 17December 31, 20222020, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC FilingsFilings or as otherwise set forth on Section 6.6 of the Acquiror Disclosure Letter, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of AcquirorLongview’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act Act, or as otherwise set forth in “smaller reporting company” within the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under meaning of the Exchange Act). Such disclosure controls and procedures are designed to , since its initial public offering, (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror Longview has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorLongview’s financial reporting and the preparation of Acquiror Financial Statements Longview’s financial statements for external purposes in accordance with GAAPGAAP and (ii) Longview has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Longview is made known to Longview’s principal executive officer and principal financial officer by others within Longview. (b) To the knowledge of Acquiror, except as set forth in Longview has not taken any action prohibited by Section 6.6(b) 402 of the Acquiror Disclosure LetterSxxxxxxx-Xxxxx Act. (c) Since its initial public offering, each director Longview has complied in all material respects with all applicable listing and executive officer corporate governance rules and regulations of Acquiror has filed with the SEC on a timely basis all statements required by NYSE. The classes of securities representing issued and outstanding Longview Class A Common Stock are registered pursuant to Section 16(a12(b) of the Exchange Act and are listed for trading on the rules and regulations promulgated thereunderNYSE. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of Longview, threatened against Longview by the NYSE or the SEC with respect to any intention by such entity to deregister Longview Class A Common Stock or prohibit or terminate the listing of Longview Class A Common Stock on the NYSE. Longview has not taken any action that is designed to terminate the registration of Longview Class A Common Stock under the Exchange Act. (cd) The Acquiror Longview SEC Filings Reports contain true and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror applicable Longview Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror The Longview Financial Statements (i) fairly present in all material respects the financial position of Acquiror, Longview as at the respective dates thereof, and the results of operations its operations, stockholders’ equity and consolidated cash flows for the respective periods then endedended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except except, in the case of any audited financial statements, as may be indicated therein or in the notes theretothereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Longview Financial Statements, were audited in accordance with the standards of the PCAOB and (iiiiv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Longview has established and records maintains systems of Acquiror have beeninternal accounting controls that are designed to provide, and are being, maintained in all material respects respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and any other applicable legal to maintain accountability for Longview’s and accounting requirementsits Subsidiaries’ assets. Longview maintains and, for all periods covered by the Longview Financial Statements, has maintained books and records of Longview in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Longview in all material respects. (df) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror Since its incorporation, Longview has not taken received any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director written complaint, allegation, assertion or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of claim that there is (i) any a “significant deficiency or material weakness deficiency” in the system internal controls over financial reporting of internal accounting controls utilized by AcquirorLongview to Longview’s knowledge, (ii) any a “material weakness” in the internal controls over financial reporting of Longview to Longview’s knowledge or (iii) fraud, whether or not material, that involves Acquiror’s management or other employees of Longview who have a significant role in the preparation internal controls over financial reporting of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingLongview.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue The Acquirer maintains systems of Acquiror’s status as an “emerging growth companyinternal control over financial reporting” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule under Rules 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required 15d-15 under the Exchange Act are being prepared; Regulations) that comply with the requirements of the Exchange Act and (ii) be effective in timely alerting Acquiror’s have been designed by, or under the supervision of, its principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements financial statements for external purposes in accordance with U.S. GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (ba) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror Acquirer SEC FilingsDocuments, the Acquiror Acquirer Financial Statements (including the related notes and schedules thereto) (i) fairly present in all material respects the financial position of AcquirorAcquirer and its consolidated subsidiaries, as at the respective dates thereof, and the results of operations operations, changes in stockholders’ equity and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) comply as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsAcquirer has no off-balance sheet arrangements. (db) There are no outstanding loans or other extensions of credit made by Acquiror the Acquirer to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. Acquirer (e) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness except normal advances for business expenses in the system ordinary course of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingbusiness).

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since October 9, 2020, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since October 9, 2020, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Capital Market (“Nasdaq”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on Nasdaq. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17July 31, 20222020, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25July 29, 2021 2020 (inception) through May 17July 31, 20222020, together with the notes thereto and auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereofthereof (taking into account the notes thereto), and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. Except as set forth on Section 5.6 of the Acquiror Disclosure Letter: (a) Except except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which it reasonably believes is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP.; (b) To to the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each director and executive officer of Acquiror Xxxxxxxx has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder.; (c) The the Acquiror SEC Filings contain true and complete copies of the (x) audited balance sheet of Acquiror as of May 17December 31, 20222022 and December 31, 2021, and statement (y) statements of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25May 27, 2021 2020 (inception) through May 17December 31, 2020, for the year ended December 31, 2021 and for the year ended December 31, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.; (d) There there are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act.; and (e) Neither neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror Acquiror, or Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting AcquirorXxxxxxxx’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since December 9, 2021, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient designed to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror Xxxxxxxx has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) From December 9, 2021 until the date hereof, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market (the “NASDAQ”). As of the date hereof, the Acquiror Class A Common Shares, Acquiror Common Warrants, Acquiror Rights and Acquiror Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NASDAQ. As of the date hereof, there is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by the NASDAQ or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Shares, Acquiror Common Warrants, Acquiror Rights or Acquiror Units or prohibit or terminate the listing of Acquiror Class A Common Shares, Acquiror Common Warrants, Acquiror Rights or Acquiror Units on the NASDAQ. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17December 31, 20222021, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25July 2, 2021 (inception) through May 17December 31, 20222021, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations operations, changes in shareholders’ equity and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror SPAC has established and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act). Such disclosure controls and procedures are ) designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, SPAC is made known to AcquirorSPAC’s principal executive officer and its principal financial officer by others within those entitiesSPAC, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; prepared and (ii) be such disclosure controls and procedures are effective in timely alerting AcquirorSPAC’s principal executive officer and principal financial officer to material information required to be included in AcquirorSPAC’s periodic reports required under the Exchange ActAct and the rules promulgated thereunder. Acquiror Since November 23, 2021, except as otherwise disclosed in the SPAC SEC Filings, SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorSPAC’s financial reporting and the preparation of Acquiror Financial Statements SPAC’s financial statements for external purposes in accordance with GAAP. (b) To Since November 23, 2021, SPAC has complied in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE or Nasdaq, as applicable. The SPAC Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE or Nasdaq, as applicable. There are no Actions pending or, to the knowledge of AcquirorSPAC, threatened against SPAC by the NYSE or the SEC with respect to any intention by such Person to deregister the SPAC Class A Common Stock or prohibit or terminate the listing of the SPAC Class A Common Stock on the NYSE. (c) The financial statements of SPAC included in the SPAC SEC Filings, including all notes and schedules thereto (the “SPAC Financial Statements”), complied in all material respects when filed, or if amended prior to the date hereof or the Closing Date, as of the date of such amendment, with the applicable provisions of the Exchange Act and the Securities Act and the applicable accounting requirements and other rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as set forth may be indicated in Section 6.6(b) the notes thereto, or in the case of the Acquiror Disclosure Letterunaudited statements, each director as permitted by Regulation S-X of the SEC) and fairly present in all material respects in accordance with the applicable requirements of GAAP (except as may be indicated in the notes thereto, subject, in the case of the unaudited statements, to normal year-end audit adjustments that are not material) the financial position of SPAC, as at the respective dates thereof, and the results of operations and cash flows of SPAC, for the periods presented therein. (d) There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror SPAC. SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. ​ ​ ​ (e) Except as otherwise disclosed in the SPAC SEC Filings, neither SPAC (including any employee thereof) nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by SPAC, (ii) any fraud, whether or not material, that involves SPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by SPAC or (iii) any claim or allegation regarding any of the foregoing. (f) Each director, executive officer and applicable beneficial holder of the SPAC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting AcquirorXxxxxxxx’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since November 1, 2021, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror Xxxxxxxx has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) The Since November 1, 2021, Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together has complied in all material respects with the auditor’s reports thereon applicable listing and corporate governance rules and regulations of The Nasdaq Stock Market LLC (the “Acquiror Financial StatementsNasdaq”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq. There is no Action pending or, to the knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on Nasdaq. (d) Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.and

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since March 18, 2021, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP, except as would not, or would not reasonably be expected to, materially impact the ability of Acquiror to consummate the transactions contemplated by this Agreement. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act, except as would not, or would not reasonably be expected to materially impact the ability of Acquiror to consummate the transactions contemplated by this Agreement. (c) Since March 18, 2021, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Stock Market LLC (“Nasdaq”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on Nasdaq. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17January 12, 20222021 and December 31, 2020, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25January 1, 2021 through January 12, 2021 and December 8, 2020 (inception) through May 17December 31, 20222020, together with the notes thereto and auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereofthereof (taking into account the notes thereto), and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof, except (with respect to each of clauses (i), (ii) and (iii)) as would not, or would not reasonably be expected to, materially impact the ability of Acquiror to consummate the transactions contemplated by this Agreement. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements, except as would not, or would not reasonably be expected to, materially impact the ability of Acquiror to consummate the transactions contemplated by this Agreement. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since September 13, 2017, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements Acquiror’s financial statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since September 13, 2017, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange (the “NYSE”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on the NYSE. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by the NYSE or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on the NYSE. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17December 31, 20222018, and statement of operations, cash flow and shareholders’ equity of Acquiror for the year ended December 31, 2018 and for the period from February 25May 5, 2021 (inception) 2017 through May 17December 31, 20222017, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements present (i) fairly present in all material respects the financial position of the Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of the Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the XxxxxxxxSxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, Acquiror is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . To Acquiror’s knowledge, such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since March 23, 2021, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17February 1, 20222021, and statement of operations, cash flow and shareholdersstockholders’ equity of Acquiror for the period from February 25January 29, 2021 (inception) through May 17February 1, 20222021, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 As of the Xxxxxxxx-Xxxxx Act. date hereof, neither Acquiror (eincluding any employee thereof) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror’s knowledge, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting AcquirorXxxxxxxx’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since July 20, 2020, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror Xxxxxxxx has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since July 20, 2020, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of The Nasdaq Stock Market LLC (“Nasdaq”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on Nasdaq. (d) The Acquiror SEC Filings contain true and complete copies of the audited unaudited balance sheet as of May 17June 30, 2022, and statement of operations, cash flow and shareholdersstockholders’ equity of Acquiror for the period from February 25July 20, 2021 2020 (inception) through May 17June 30, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting AcquirorAxxxxxxx’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since July 20, 2020, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror Axxxxxxx has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since July 20, 2020, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of The Nasdaq Stock Market LLC (“Nasdaq”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on Nasdaq. (d) The Acquiror SEC Filings contain true and complete copies of the audited unaudited balance sheet as of May 17June 30, 2022, and statement of operations, cash flow and shareholdersstockholders’ equity of Acquiror for the period from February 25July 20, 2021 2020 (inception) through May 17June 30, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the XxxxxxxxSxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorSeqLL’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (“smaller reporting company” as defined in Rule 13a-15 12b-2 promulgated under the Exchange Act). Such disclosure controls and procedures are designed to , since its initial public offering, (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror SeqLL has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorSeqLL’s financial reporting and the preparation of Acquiror Financial Statements SeqLL’s financial statements for external purposes in accordance with GAAPGAAP and (ii) SeqLL has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that information relating to SeqLL is made known to SeqLL’s principal executive officer and principal financial officer by others within SeqLL. Such disclosure controls and procedures are effective in timely alerting XxxXX’s principal executive officer and principal financial officer to material information required to be included in SeqLL’s periodic reports required under the Exchange Act. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror SeqLL has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) The Acquiror classes of securities representing issued and outstanding SeqLL Common Stock are registered pursuant to Section 12(g) of the Exchange Act. Except as set forth in the SEC Filings Reports, there is no Action pending or, to the Knowledge of SeqLL, threatened against SeqLL by the SEC with respect to any intention by such entity to deregister the SeqLL Common Stock. SeqLL has not taken any action that is designed to terminate the registration of SeqLL Common Stock under the Exchange Act. (i) The SEC Reports contain true and complete copies of the audited consolidated balance sheet of SeqLL as of May 17December 31, 20222021, 2022 and statement 2023 and the related audited consolidated statements of operationsoperations and comprehensive loss, shareholders equity (deficit) and cash flow and shareholders’ equity flows of Acquiror SeqLL for the period from February 25, 2021 (inception) through May 17, 2022years then ended, together with the auditor’s reports thereon (collectively, the “Acquiror SeqLL Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror The SeqLL Financial Statements (iA) fairly present in all material respects the financial position of Acquiror, SeqLL as at the respective dates thereof, and the results of operations its operations, stockholders’ equity and consolidated cash flows for the respective periods then ended, (iiB) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except except, in the case of any audited financial statements, as may be indicated therein or in the notes thereto), (C) in the case of the audited SeqLL Financial Statements, were audited in accordance with the standards of the Public Company Accounting Oversight Board and (iiiD) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereofthereof (including Regulation S-X or Regulation S-K, as applicable). (e) SeqLL has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for SeqLL’s and its Subsidiaries’ assets. The books and records of Acquiror have beenSeqLL maintains and, and are beingfor all periods covered by the SeqLL Financial Statements, maintained has maintained, in all material respects in accordance with GAAP and any other applicable legal Law, books and accounting requirementsrecords of SeqLL in the Ordinary Course of Business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of SeqLL. (df) There are no outstanding loans or other extensions of credit made by Acquiror SeqLL to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorSeqLL. Acquiror SeqLL has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (eg) Neither Acquiror nor Except as set forth in the SEC Reports, for the past three (3) years, neither SeqLL (including any director or officer of Acquiror employee thereof) nor, to the knowledge Knowledge of AcquirorSeqLL, any employee of Acquiror or AcquirorXxxXX’s independent auditors auditors, has identified received any written complaint, allegation, assertion or been made aware of claim that there is, or there has been, (i) any a “significant deficiency or material weakness deficiency” in the system internal controls over financial reporting of internal accounting controls utilized by AcquirorSeqLL, (ii) any “material weakness” in the internal controls over financial reporting of SeqLL or (iii) fraud, whether or not material, that involves Acquiror’s management or other employees of XxxXX who have a role in the preparation internal controls over financial reporting of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingSeqLL.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since January 12, 2021, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since January 12, 2021, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange (the “NYSE”). The Acquiror Pre-Transaction Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on the NYSE. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by the NYSE or the SEC with respect to any intention by such entity to deregister the Acquiror Pre-Transaction Common Stock or prohibit or terminate the listing of Acquiror Pre-Transaction Common Stock on the NYSE. (d) The Acquiror SEC Filings contain true and complete copies of (i) the audited balance sheet as of May 17December 31, 20222020, and statement statements of operations, changes in stockholder’s equity and cash flow and shareholders’ equity flows of Acquiror for the period from February September 25, 2021 2020 (inception) through May 17December 31, 20222020, together with the auditor’s reports thereon (the “Acquiror Audited Financial Statements” and (ii) if and when filed prior to the Effective Time, the unaudited balance sheet and statement of operations, stockholders’ equity, and cash flows of Acquiror as of and for the relevant interim periods ending March 31, 2021, June 30, 2021, and September 30, 2021 (together with the Acquiror Audited Financial Statements, the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, Acquiror as at the respective dates thereof, thereof and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since September 25, 2020, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since September 25, 2020, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange (the “NYSE”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on the NYSE. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by the NYSE or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on the NYSE. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17July 15, 20222020, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25July 7, 2021 2020 (inception) through May 17July 15, 20222020, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . To Acquiror’s knowledge, such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably that, to Acquiror’s knowledge, are sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAPGAAP and there have been no significant deficiencies or material weakness in Acquiror’s internal control over financial reporting (whether or not remediated) and no change in Acquiror’s control over financial reporting that has materially affected, or is reasonably likely to materially affect Acquiror’s internal control over financial reporting. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) As of the Acquiror Disclosure Letterdate hereof, each director and executive officer of Acquiror Xxxxxxxx has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) The Acquiror SEC Filings contain true and complete copies Class A Common Stock is registered pursuant to Section 12(b) of the audited balance sheet as Exchange Act and is listed for trading on Nasdaq. There is no Action pending or, to the knowledge of May 17Acquiror, 2022, and statement of operations, cash flow and shareholders’ equity threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror for the period from February 25, 2021 Class A Common Stock on Nasdaq. (inceptiond) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed The financial statements and notes contained or incorporated by reference in the Acquiror SEC Filings, the Acquiror Financial Statements (i) Filings fairly present in all material respects the financial position condition and the results of Acquiroroperations, changes in stockholders’ equity and cash flows of Acquiror as at the respective dates thereofof, and the results of operations and consolidated cash flows for the respective periods then endedreferred to, in such financial statements, all in accordance with: (i) GAAP; and (ii) were prepared Regulation S-X or Regulation S-K, as applicable, subject, in conformity with GAAP applied on a consistent basis during the periods involved case of interim financial statements, to normal recurring year-end adjustments (except as may be indicated therein the effect of which will not, individually or in the notes thereto)aggregate, and (iiibe material) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable. Acquiror has no off-balance sheet arrangements that are not disclosed in effect as of the respective dates thereofAcquiror SEC Filings. The books and records No financial statements other than those of Acquiror have been, and are being, maintained required by GAAP to be included in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsthe consolidated financial statements of Acquiror. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any actual fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s 's status as an “"emerging growth company” " within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 ("JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct"), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s 's principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s 's principal executive officer and principal financial officer to material information required to be included in Acquiror’s 's periodic reports required under the Exchange Act. Since February 12, 2021, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s 's financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since February 12, 2021, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq. The Acquiror Class A Common Stock, Acquiror Class B Common Stock, Acquiror Warrants and Cayman Acquiror Units are registered pursuant to Section 12(b) of the Exchange Act and listed for trading on the Nasdaq. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by the Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock, Acquiror Class B Common Stock, Acquiror Warrants or Cayman Acquiror Units, or prohibit or terminate the listing of any of the foregoing on the Nasdaq. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17December 31, 20222020, and statement of operations, cash flow and shareholders’ ' equity of Acquiror for the period from February 25October 7, 2021 2020 (inception) through May 17December 31, 20222020, together with the auditor’s 's reports thereon (the “"Acquiror Financial Statements”"). Except as disclosed in the Acquiror SEC Filings, the The Acquiror Financial Statements present (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the XxxxxxxxSxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s 's independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s 's management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to AcquirorSPAC, including its consolidated Subsidiaries, if any, is made known to AcquirorSPAC’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting AcquirorSPAC’s principal executive officer and principal financial officer to material information required to be included in AcquirorSPAC’s periodic reports required under the Exchange Act. Acquiror SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorSPAC’s financial reporting and the preparation of Acquiror SPAC Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except Except as set forth in on Section 6.6(b) of the Acquiror SPAC Disclosure Letter, each director and executive officer of Acquiror SPAC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) Except as set forth on Section 6.6(c) of the SPAC Disclosure Letter, since June 10, 2024, SPAC has complied in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE American LLC (“NYSE”). The Acquiror SPAC Class A Ordinary Shares, the SPAC Warrants and the SPAC Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NYSE. There is no Actions pending or, to the knowledge of SPAC, threatened against SPAC by NYSE or the SEC with respect to any intention by such entity to deregister the SPAC Class A Ordinary Shares, the SPAC Warrants or the SPAC Units or prohibit or terminate the listing of SPAC Class A Ordinary Share, the SPAC Warrants or the SPAC Units on NYSE. (d) The SPAC SEC Filings contain true and complete copies of (i) the audited balance sheet as of May 17March 4, 20222024, and audited statement of operations, cash flow and shareholders’ equity of Acquiror SPAC for the period from February 25January 15, 2021 2024 (inception) through May 17March 4, 20222024, together with the auditor’s reports thereon (the “Acquiror SPAC Financial Statements”). Except as disclosed in the Acquiror SPAC SEC Filings, the Acquiror SPAC Financial Statements (i) fairly present in all material respects the financial position of AcquirorSPAC, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror SPAC have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorSPAC. Acquiror SPAC has not taken any action prohibited by Section 402 of the XxxxxxxxSarbanes-Xxxxx Oxley Act. (ef) Neither Acquiror nor any director or officer of Acquiror norExcept for otherwise disclosed in the SPAC SEC Filings, to the knowledge of Acquiror, neither SPAC (including any employee of Acquiror or Acquirorthereof) nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by AcquirorSPAC, (ii) any fraud, whether or not material, that involves AcquirorSPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror SPAC or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting AcquirorXxxxxxxx’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since December 31, 2021, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror Xxxxxxxx has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since December 31, 2021, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. The Acquiror Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Common Stock or prohibit or terminate the listing of Acquiror Common Stock on Nasdaq. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17December 31, 2022, and statement of operations, cash flow and shareholdersstockholders’ equity of Acquiror for the period from February 25May 27, 2021 (inception) through May 17December 31, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act Act, or as otherwise set forth in “smaller reporting company” within the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under meaning of the Exchange Act). Such disclosure controls and procedures are designed to , since its initial public offering, (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements Acquiror’s financial statements for external purposes in accordance with GAAPGAAP and (ii) Acquiror has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Acquiror is made known to Acquiror’s principal executive officer and principal financial officer by others within Acquiror. (b) To the knowledge of Acquiror, except as set forth in Acquiror has not taken any action prohibited by Section 6.6(b) 402 of the Xxxxxxxx-Xxxxx Act. (c) As of the date of this Agreement, Acquiror Disclosure Letter, each director is in compliance in all material respects with all applicable listing and executive officer corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Acquiror has filed with the SEC on a timely basis all statements required by Class A Shares are registered pursuant to Section 16(a12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the rules and regulations promulgated thereunderdate of this Agreement, there is no material Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister Acquiror Class A Shares or prohibit or terminate the listing of Acquiror Class A Shares on Nasdaq. Acquiror has not taken any action that is designed to terminate the registration of Acquiror Class A Shares under the Exchange Act. (cd) The Acquiror SEC Filings Reports contain true true, correct, and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “applicable Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the The Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, Acquiror as at the respective dates thereof, and the results of operations its operations, shareholders’ equity and consolidated cash flows for the respective periods then endedended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except except, in the case of any audited financial statements, as may be indicated therein or in the notes theretothereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Acquiror Financial Statements, were audited in accordance with the standards of the PCAOB and (iiiiv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have beenthereof (including Regulation S-X or Regulation S-K, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Actapplicable). (e) Neither Since its initial public offering, Acquiror nor has not received any director or officer written notification of Acquiror nor, to any (a) “significant deficiency” in the knowledge internal controls over financial reporting of Acquiror, any employee (b) “material weakness” in the internal controls over financial reporting of Acquiror or Acquiror’s independent auditors has identified or been made aware of (ic) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees of Acquiror who have a significant role in the preparation internal controls over financial reporting of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingAcquiror.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorPubCo’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror PubCo has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to AcquirorPubCo, including its consolidated Subsidiaries, if any, is made known to AcquirorPubCo’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting AcquirorPubCo’s principal executive officer and principal financial officer to material information required to be included in AcquirorPubCo’s periodic reports required under the Exchange Act. Acquiror Since March 1, 2022, PubCo has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorPubCo’s financial reporting and the preparation of Acquiror Financial Statements PubCo’s financial statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror PubCo has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunderunder Section 16(a) of the Exchange Act. PubCo has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Except as set forth in Section 5.6(c) of the PubCo Disclosure Letter, in the past three years, PubCo has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq. Each of the PubCo Class A Common Stock, PubCo Class B Common Stock (prior to the Closing), the PubCo Rights (prior the Closing), PubCo Warrants is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on the Nasdaq. Except as set forth in Section 5.6(c) of the PubCo Disclosure Letter, there is no Legal Proceeding pending or, to the knowledge of PubCo, threatened against PubCo by the Nasdaq or the SEC with respect to any intention by such entity to deregister the PubCo Common Stock (prior to the Closing) or prohibit or terminate the listing of PubCo Common Stock (prior to the Closing) on the Nasdaq. (d) PubCo has no Subsidiaries and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. PubCo is not party to any Contract that obligates PubCo to invest money in, loan money to or make any capital contribution to any other Person. (e) The Acquiror PubCo SEC Filings contain true and complete copies of the audited balance sheet as of May 17December 31, 20222021, and statement of operations, cash flow and shareholdersstockholders’ equity of Acquiror PubCo for the period from February 25year ended December 31, 2021 (inception) through May 17, 20222021, together with the auditor’s reports thereon (the “Acquiror PubCo Financial Statements”). Except as disclosed in the Acquiror PubCo SEC Filings, the Acquiror PubCo Financial Statements (i) fairly present in all material respects the financial position of AcquirorPubCo, as at the respective dates thereofof such PubCo Financial Statements, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein in or in the notes theretoto the PubCo Financial Statements), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereofof such PubCo Financial Statements. The books and records of Acquiror PubCo have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (df) There are no outstanding loans or other extensions of credit made by Acquiror PubCo to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorPubCo. Acquiror PubCo has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (eg) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, PubCo (including any employee of Acquiror or AcquirorPubCo) nor PubCo’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by AcquirorPubCo, (ii) any fraud, whether or not material, that involves AcquirorPubCo’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror PubCo or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since October 14, 2020, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since October 14, 2020, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange (the “NYSE”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on the NYSE. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by the NYSE or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on the NYSE. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17December 31, 20222019, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25October 18, 2021 2019 (inception) through May 17December 31, 20222019, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the XxxxxxxxSxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor(including, to the knowledge of Acquiror, any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any written claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of AcquirorIIAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act Act, or as otherwise set forth in “smaller reporting company” within the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under meaning of the Exchange Act). Such disclosure controls and procedures are designed to , since its initial public offering, (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror IIAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorIIAC’s financial reporting and the preparation of Acquiror Financial Statements IIAC’s financial statements for external purposes in accordance with GAAPGAAP and (ii) IIAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to IIAC required be disclosed by IIAC in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to IIAC’s principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting IIAC’s principal executive officer and principal financial officer to material information required to be included in IIAC’s periodic reports required under the Exchange Act. (b) To There are no outstanding loans or other extensions of credit made by IIAC to any executive officer (as defined in rule 3b-7 under the knowledge Exchange Act) or director of Acquiror, except as set forth in IIAC. IIAC has not taken any action prohibited by Section 6.6(b) 402 of the Acquiror Disclosure LetterXxxxxxxx-Xxxxx Act. (c) Since November 23, each director 2020, IIAC has complied in all material respects with all applicable listing and executive officer corporate governance rules and regulations of Acquiror has filed with the SEC on a timely basis all statements required by NYSE. The classes of securities representing issued and outstanding IIAC Class A Shares are registered pursuant to Section 16(a12(b) of the Exchange Act and are listed for trading on the rules and regulations promulgated thereunderNYSE. There is no Proceeding pending or, to the knowledge of IIAC, threatened against IIAC by the NYSE or the SEC with respect to any intention by such entity to deregister IIAC Class A Shares or prohibit or terminate the listing of IIAC Class A Shares on the NYSE. IIAC has not taken any action that is designed to terminate the registration of IIAC Class A Shares under the Exchange Act. (cd) The Acquiror IIAC SEC Filings Reports contain true and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror applicable IIAC Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror The IIAC Financial Statements (i) fairly present in all material respects the financial position of Acquiror, IIAC as at the respective dates thereof, and the results of operations its operations, shareholders’ equity and consolidated cash flows for the respective periods then endedended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of notes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except except, in the case of any audited financial statements, as may be indicated therein or in the notes thereto)) and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of notes thereto, (iii) in the case of the audited IIAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iiiiv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books thereof (including Regulation S-X or Regulation S-K, as applicable). (e) IIAC has established and records maintains systems of Acquiror have beeninternal accounting controls that are designed to provide, and are being, maintained in all material respects respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and any other applicable legal to maintain accountability for IIAC’s and accounting requirementsits Subsidiaries’ assets. IIAC maintains and, for all periods covered by the IIAC Financial Statements, has maintained books and records of IIAC in the ordinary course of business that accurately and fairly reflect the revenues, expenses, assets and liabilities of IIAC in all material respects. (d) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, IIAC (including any employee of Acquiror or Acquirorthereof) nor IIAC’s independent auditors has have identified or been made aware of (i) any “significant deficiency deficiency” or “material weakness weakness” in the system of internal accounting controls utilized by AcquirorIIAC, (ii) any fraud, whether or not material, that involves AcquirorIIAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror IIAC or (iii) any claim or allegation regarding any of the foregoing. (g) To IIAC’s knowledge, each director and executive officer of IIAC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. IIAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of AcquirorSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act Act, or as otherwise set forth in “smaller reporting company” within the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under meaning of the Exchange Act). Such disclosure controls and procedures are designed to , since its SPAC IPO, (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorSPAC’s financial reporting and the preparation of Acquiror Financial Statements SPAC’s financial statements for external purposes in accordance with GAAPGAAP and (ii) SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to SPAC is made known to SPAC’s principal executive officer and principal financial officer by others within SPAC. Such disclosure controls and procedures are effective in timely alerting SPAC’s principal executive officer and principal financial officer to material information required to be included in SPAC’s financial statements included in SPAC’s periodic reports required under the Exchange Act. (b) To the knowledge of Acquiror, except as set forth in SPAC has not taken any action prohibited by Section 6.6(b) 402 of the Acquiror Disclosure Letter, each director and Xxxxxxxx-Xxxxx Act. There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror SPAC. (c) Since its SPAC IPO, SPAC has filed complied in all material respects with all applicable listing and corporate governance rules and regulations of the SEC on a timely basis all statements required by NYSE. The issued and outstanding SPAC Units are registered pursuant to Section 16(a12(b) of the Exchange Act and are listed for trading on the rules NYSE under the symbol “HUGSU”. The issued and regulations promulgated thereunderoutstanding SPAC Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE under the symbol “HUGS”. The issued and outstanding SPAC Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE under the symbol “HUGSW”. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of SPAC, threatened against SPAC by the NYSE or the SEC with respect to any intention by such entity to deregister the SPAC Units, SPAC Shares or SPAC Warrants or prohibit or terminate the listing of the SPAC Units, SPAC Shares or SPAC Warrants on the NYSE. Neither SPAC nor any of its Affiliates has taken any action that is designed to terminate the registration of the SPAC Units, SPAC Shares or SPAC Warrants under the Exchange Act except as contemplated by this Agreement. SPAC has not received any notice from the NYSE or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the SPAC Units, SPAC Shares or SPAC Warrants from the NYSE or the SEC. (cd) The Acquiror SPAC SEC Filings Reports contain true and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror applicable SPAC Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror The SPAC Financial Statements (i) fairly present in all material respects the financial position of Acquiror, SPAC as at the respective dates thereof, and the results of operations its operations, stockholders’ equity and consolidated cash flows for the respective periods then endedended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except except, in the case of any audited financial statements, as may be indicated therein or in the notes theretothereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited SPAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iiiiv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books thereof (including Regulation S-X or Regulation S-K, as applicable). (e) SPAC has established and records maintains systems of Acquiror have beeninternal accounting controls that are designed to provide, and are being, maintained in all material respects respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and any other applicable legal to maintain accountability for SPAC’s assets. SPAC maintains and, for all periods covered by the SPAC Financial Statements, has maintained books and accounting requirementsrecords of SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of SPAC in all material respects. (df) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror Since its incorporation, SPAC has not taken received any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director written complaint, allegation, assertion or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of claim that there is (i) any a “significant deficiency or material weakness deficiency” in the system internal controls over financial reporting of internal accounting controls utilized by AcquirorSPAC to SPAC’s knowledge, (ii) any a “material weakness” in the internal controls over financial reporting of SPAC to SPAC’s knowledge or (iii) fraud, whether or not material, that involves Acquiror’s management or other employees of SPAC who have a significant role in the preparation internal controls over financial reporting of financial statements or the internal accounting controls utilized by Acquiror or SPAC. (iiig) any claim or allegation regarding any As of the foregoingdate hereof, there are no outstanding SEC comments from the SEC with respect to the SPAC SEC Reports. None of the SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

Internal Controls; Listing; Financial Statements. (a) Except as in disclosed in Atlantic SEC Reports and as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorAtlantic’s status as an a “emerging growth smaller reporting company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 12b-2 promulgated under the Exchange Act). Such disclosure controls and procedures are designed to , (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror Atlantic has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorAtlantic’s financial reporting and the preparation of Acquiror Financial Statements Atlantic’s financial statements for external purposes in accordance with GAAPGAAP and (ii) Atlantic has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that information relating to Atlantic is made known to Atlantic’s principal executive officer and principal financial officer by others within Atlantic. Such disclosure controls and procedures are effective in timely alerting Atlantic’s principal executive officer and principal financial officer to material information required to be included in Atlantic’s periodic reports required under the Exchange Act. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror Atlantic has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) The Acquiror classes of securities representing issued and outstanding Atlantic Common Stock are registered pursuant to Section 12(g) of the Exchange Act. There is no Action pending or, to the Knowledge of Atlantic, threatened against Atlantic by the SEC Filings with respect to any intention by such entity to deregister the Atlantic Common Stock. Atlantic has not taken any action that is designed to terminate the registration of Atlantic Common Stock under the Exchange Act. (i) The Atlantic SEC Reports contain true and complete copies of the audited consolidated balance sheet of Atlantic as of May 17December 31, 20222021, 2022 and 2023, and statement the related audited consolidated statements of operationsoperations and comprehensive loss, shareholders equity (deficit) and cash flow and shareholders’ equity flows of Acquiror Atlantic for the period from February 25, 2021 (inception) through May 17, 2022years then ended, together with the auditor’s reports thereon (collectively, the “Acquiror Atlantic Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror The Atlantic Financial Statements (iA) fairly present in all material respects the financial position of Acquiror, Atlantic as at the respective dates thereof, and the results of operations its operations, stockholders’ equity and consolidated cash flows for the respective periods then ended, (iiB) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except except, in the case of any audited financial statements, as may be indicated therein or in the notes thereto), (C) in the case of the audited Atlantic Financial Statements, were audited in accordance with the standards of the Public Company Accounting Oversight Board and (iiiD) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereofthereof (including Regulation S-X or Regulation S-K, as applicable). (e) Atlantic has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Atlantic’s and its Subsidiaries’ assets. The books and records of Acquiror have beenAtlantic maintains and, and are beingfor all periods covered by the Atlantic Financial Statements, maintained has maintained, in all material respects in accordance with GAAP and any other applicable legal Law, books and accounting requirementsrecords of Atlantic in the Ordinary Course of Business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Atlantic. (df) There are no outstanding loans or other extensions of credit made by Acquiror Atlantic to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorAtlantic. Acquiror Atlantic has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (eg) Neither Acquiror nor Except as set forth in the Atlantic SEC Reports, for the past three (3) years, neither Atlantic (including any director or officer of Acquiror employee thereof) nor, to the knowledge Knowledge of AcquirorAtlantic, any employee of Acquiror or AcquirorAtlantic’s independent auditors auditors, has identified received any written complaint, allegation, assertion or been made aware of claim that there is, or there has been, (i) any a “significant deficiency or material weakness deficiency” in the system internal controls over financial reporting of internal accounting controls utilized by AcquirorAtlantic, (ii) any “material weakness” in the internal controls over financial reporting of Atlantic or (iii) fraud, whether or not material, that involves Acquiror’s management or other employees of Atlantic who have a role in the preparation internal controls over financial reporting of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingAtlantic.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, Acquiror is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting AcquirorXxxxxxxx’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which that is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements Acquiror’s financial statements for external purposes in accordance with GAAPGAAP and there have been no significant deficiencies or material weakness in Acquiror’s internal control over financial reporting (whether or not remediated) and no change in Acquiror’s control over financial reporting that has materially affected, or is reasonably likely to materially affect Acquiror’s internal control over financial reporting. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ec) Neither The Acquiror nor any director Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq. Except as disclosed in the Acquiror SEC Filings or officer as otherwise set forth on Section 5.6(c) of the Acquiror norDisclosure Letter, there is no Action pending or, to the knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any employee intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on Nasdaq. (d) Except as disclosed in the Acquiror SEC Filings or as otherwise set forth on Section 5.6(d) of the Acquiror Disclosure Letter, the financial statements and notes contained or incorporated by reference in the Acquiror SEC Filings fairly present in all material respects the financial condition and the results of operations, changes in stockholders’ deficit and cash flows of Acquiror as at the respective dates of, and for the periods referred to, in such financial statements, all in accordance with: (i) GAAP; and (ii) Regulation S-X or Regulation S-K, as applicable, subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable. Acquiror has no off-balance sheet arrangements that are not disclosed in the Acquiror SEC Filings. No financial statements other than those of Acquiror are required by GAAP to be included in the consolidated financial statements of Acquiror. (e) Neither Acquiror nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any actual fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting AcquirorXxxxxxxx’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of AcquirorSince January 1, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter2023, each director and executive officer of Acquiror has filed complied in all material respects with the SEC on a timely basis all statements required by applicable listing and corporate governance rules and regulations of The Nasdaq Stock Market LLC (“Nasdaq”). The Acquiror Class A Common Stock is registered pursuant to Section 16(a12(b) of the Exchange Act and is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the rules and regulations promulgated thereunderknowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on Nasdaq. (c) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as in disclosed in Atlantic SEC Reports and as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorAtlantic’s status as an a “emerging growth smaller reporting company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 12b-2 promulgated under the Exchange Act). Such disclosure controls and procedures are designed to , (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror Atlantic has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorAtlantic’s financial reporting and the preparation of Acquiror Financial Statements Atlantic’s financial statements for external purposes in accordance with GAAPGAAP and (ii) Atlantic has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that information relating to Atlantic is made known to Atlantic’s principal executive officer and principal financial officer by others within Atlantic. Such disclosure controls and procedures are effective in timely alerting Atlantic’s principal executive officer and principal financial officer to material information required to be included in Atlantic’s periodic reports required under the Exchange Act. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror Atlantic has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) The Acquiror classes of securities representing issued and outstanding Atlantic Common Stock are registered pursuant to Section 12(g) of the Exchange Act. There is no Action pending or, to the Knowledge of Atlantic, threatened against Atlantic by the SEC Filings with respect to any intention by such entity to deregister the Atlantic Common Stock. Atlantic has not taken any action that is designed to terminate the registration of Atlantic Common Stock under the Exchange Act. (i) The Atlantic SEC Reports contain true and complete copies of the audited consolidated balance sheet of Atlantic as of May 17December 31, 20222021, 2022 and 2023, and statement the related audited consolidated statements of operationsoperations and comprehensive loss, shareholders equity (deficit) and cash flow and shareholders’ equity flows of Acquiror Atlantic for the period from February 25, 2021 (inception) through May 17, 2022years then ended, together with the auditor’s reports thereon (collectively, the “Acquiror Atlantic Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror The Atlantic Financial Statements (iA) fairly present in all material respects the financial position of Acquiror, Atlantic as at the respective dates thereof, and the results of operations its operations, stockholders’ equity and consolidated cash flows for the respective periods then ended, (iiB) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except except, in the case of any audited financial statements, as may be indicated therein or in the notes thereto), (C) in the case of the audited Atlantic Financial Statements, were audited in accordance with the standards of the Public Company Accounting Oversight Board and (iiiD) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereofthereof (including Regulation S-X or Regulation S-K, as applicable). (e) Atlantic has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Atlantic’s and its Subsidiaries’ assets. The books and records of Acquiror have beenAtlantic maintains and, and are beingfor all periods covered by the Atlantic Financial Statements, maintained has maintained, in all material respects in accordance with GAAP and any other applicable legal Law, books and accounting requirementsrecords of Atlantic in the Ordinary Course of Business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Atlantic. (df) There are no outstanding loans or other extensions of credit made by Acquiror Atlantic to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorAtlantic. Acquiror Atlantic has not taken any action prohibited by Section 402 of the XxxxxxxxSxxxxxxx-Xxxxx Act. (eg) Neither Acquiror nor Except as set forth in the Atlantic SEC Reports, for the past three (3) years, neither Atlantic (including any director or officer of Acquiror employee thereof) nor, to the knowledge Knowledge of AcquirorAtlantic, any employee of Acquiror or AcquirorAtlantic’s independent auditors auditors, has identified received any written complaint, allegation, assertion or been made aware of claim that there is, or there has been, (i) any a “significant deficiency or material weakness deficiency” in the system internal controls over financial reporting of internal accounting controls utilized by AcquirorAtlantic, (ii) any “material weakness” in the internal controls over financial reporting of Atlantic or (iii) fraud, whether or not material, that involves Acquiror’s management or other employees of Atlantic who have a role in the preparation internal controls over financial reporting of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingAtlantic.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SEC Filings, Acquiror has established and maintains and, since the Acquiror IPO Date, has maintained disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act . Such disclosure controls and procedures are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and and, since the Acquiror IPO Date, has maintained a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since the Acquiror IPO Date, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. The Acquiror Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17August 6, 20222021, and statement the audited statements of operations, cash flow and shareholderschanges in stockholders’ equity and cash flows of Acquiror for the period from February 25the Acquiror Inception Date through January 29, 2021 (inception) through May 172021, 2022, in each case together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the The Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations operations, changes in stockholders’ equity and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) in the case of the audited Acquiror Financial Statements, were audited in accordance with the standards of the Public Company Accounting Oversight Board and (iiiiv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror are, and since the Acquiror Inception Date have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of independent auditor or Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since February 13, 2020, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since its date of incorporation, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange (the “NYSE”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on the NYSE. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by the NYSE or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on the NYSE. (d) The Acquiror SEC Filings contain true and complete copies of (i) the audited balance sheet as of May 17December 31, 20222020, and statement of operations, cash flow flows and shareholders’ equity of Acquiror for the year ended December 31, 2020 and for the period from February 25September 9, 2021 2019 (inceptionincorporation) through May 17December 31, 20222019, together with the auditor’s reports thereon and (ii) the unaudited condensed balance sheet as of March 31, 2021 and the unaudited condensed statements of operations, cash flows and shareholders’ equity for the three months ended March 31, 2021 ((i) and (ii) collectively, the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)thereto or in the case of unaudited financial statements, as permitted by Form 10-Q or Form 8-K) and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since its incorporation, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since February 16, 2021, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange (the “NYSE”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on the NYSE. There is no Litigation pending or, to the knowledge of Acquiror, threatened against Acquiror by the NYSE or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on the NYSE. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17March 8, 20222021, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25December 16, 2021 2020 (inception) through May 17December 31, 20222020, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present present, in all material respects respects, the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows at and for the respective periods then ended, (ii) were have been prepared in conformity accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Neither Acquiror nor Merger Sub has any material off-balance sheet arrangements that are not disclosed in the SEC Acquiror Filings. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to since September 15, 2016, (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements Acquiror’s financial statements for external purposes in accordance with GAAPGAAP and (ii) Acquiror has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Acquiror is made known to Acquiror’s principal executive officer and principal financial officer by others within Acquiror, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. (b) To the knowledge of Acquiror, except as set forth in Acquiror has not taken any action prohibited by Section 6.6(b) 402 of the Acquiror Disclosure LetterXxxxxxxx-Xxxxx Act. (c) Since September 15, each director and executive officer of 2016, Acquiror has filed complied, and is currently in compliance, with all applicable listing and corporate governance rules and regulations of the SEC on a timely basis Nasdaq Capital Market (“Nasdaq”), in each case, in all statements required by material respects. The classes of securities representing issued and outstanding Acquiror Units, Acquiror Common Shares and Acquiror Warrants are registered pursuant to Section 16(a12(b) of the Exchange Act and are listed for trading on Nasdaq (including after giving effect to the rules Domestication). As of the date of this Agreement, there is no Action pending or, to the Knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister Acquiror Units, Acquiror Common Shares or Acquiror Warrants or prohibit or terminate the listing of Acquiror Units, Acquiror Common Shares or Acquiror Warrants on Nasdaq. None of Acquiror or any of its controlled Affiliates has taken any action that is designed to terminate the registration of Acquiror Units, Acquiror Common Shares or Acquiror Warrants under the Exchange Act or that would otherwise affect the ability to register and regulations promulgated thereunderlist the Contingent Shares at or prior to the Effective Time. (cd) The Acquiror SEC Filings contain true Reports contain, and the Additional Acquiror SEC Reports will contain, true, correct and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC FilingsReports and as may be disclosed in the Additional Acquiror SEC Reports, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, Acquiror as at the respective dates thereof, and the results of operations its operations, shareholders’ equity and consolidated cash flows for the respective periods then endedended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except except, in the case of any audited financial statements, as may be indicated therein or in the notes theretothereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), and (iii) in the case of the audited Acquiror Financial Statements, were audited in accordance with the standards of the Public Company Accounting Oversight Board, (iv) were prepared from, and are in accordance with, the Books and Records of Acquiror and (v) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereofthereof (including Regulation S-X or Regulation S-K, as applicable). The books and records Neither Acquiror nor any of its Subsidiaries maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the Securities Act. As of the date of this Agreement, no financial statements other than those of Acquiror have been, and are being, maintained required by GAAP to be included in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director financial statements of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director or officer maintains and, for all periods covered by the Acquiror Financial Statements, has maintained Books and Records of Acquiror norin the ordinary course of business that accurately and fairly reflect the transactions and dispositions of the assets of Acquiror in all material respects. (f) Since September 15, to 2016, Acquiror has not received from its independent auditors any written notification of any (x) “significant deficiency” in the knowledge internal controls over financial reporting of Acquiror, any employee (y) “material weakness” in the internal controls over financial reporting of Acquiror or Acquiror’s independent auditors has identified or been made aware of (iz) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees of Acquiror who have a significant role in the preparation internal controls over financial reporting of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingAcquiror.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, required to be disclosed by Acquiror in the reports and other documents that it files or furnishes under the Exchange Act is made known recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material is accumulated and communicated to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during as appropriate to allow timely decisions regarding required disclosure and to make the periods in which certifications required pursuant to Section 302 and 906 of the periodic reports required under the Exchange Act Xxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are being prepared; and (ii) be effective in timely alerting AcquirorXxxxxxxx’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since December 31, 2021, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which that complies with the requirements of the Exchange Act and has been designed by, or under the supervision of, Acquiror’s principal executive officer and principal financial officer, or persons performing similar functions, and that is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Acquiror maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its Board of Directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. (b) To the knowledge Knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each director and executive officer of Acquiror Xxxxxxxx has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since December 31, 2021, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. The Acquiror Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the Knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Common Stock or prohibit or terminate the listing of Acquiror Common Stock on Nasdaq. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17December 31, 20222023, and statement of operations, cash flow and shareholdersstockholders’ equity of Acquiror for the period from February 25May 27, 2021 (inception) through May 17December 31, 20222023, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of AcquirorSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act Act, or as otherwise set forth in “smaller reporting company” within the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under meaning of the Exchange Act). Such disclosure controls and procedures are designed to , since its IPO, (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorSPAC’s financial reporting and the preparation of Acquiror the SPAC Financial Statements for external purposes in accordance with GAAPGAAP and (ii) SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to SPAC is made known to SPAC’s principal executive officer and principal financial officer by others within SPAC. Such disclosure controls and procedures are effective in timely alerting SPAC’s principal executive officer and principal financial officer to material information required to be included in the SPAC Financial Statements included in SPAC’s periodic reports required under the Exchange Act. (b) To the knowledge of Acquiror, except as set forth in SPAC has not taken any action prohibited by Section 6.6(b) 402 of the Acquiror Disclosure Letter, each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”)Sxxxxxxx-Xxxxx Act. Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorSPAC. (c) Since its IPO, SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. Acquiror The issued and outstanding SPAC Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “RNERU”. The issued and outstanding SPAC Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “RNER”. The issued and outstanding SPAC Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “RNERW”. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of SPAC, threatened against SPAC by Nasdaq or the SEC with respect to any intention by such entity to deregister the SPAC Units, SPAC Shares or SPAC Warrants or prohibit or terminate the listing of the SPAC Units, SPAC Shares or SPAC Warrants on Nasdaq. Neither SPAC nor any of its Affiliates has not taken any action prohibited by Section 402 that is designed to terminate the registration of the Xxxxxxxx-Xxxxx ActSPAC Units, SPAC Shares or SPAC Warrants under the Exchange Act except as contemplated by this Agreement. SPAC has not received any notice from Nasdaq or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the SPAC Units, SPAC Shares or SPAC Warrants from Nasdaq or the SEC. (d) SPAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for SPAC’s assets. SPAC maintains and, for all periods covered by the SPAC Financial Statements, has maintained books and records of SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of SPAC in all material respects. (e) Neither Acquiror nor Since its incorporation, SPAC has not received any director written complaint, allegation, assertion or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of claim that there is (i) any a “significant deficiency or material weakness deficiency” in the system internal controls over financial reporting of internal accounting controls utilized by AcquirorSPAC, (ii) any a “material weakness” in the internal controls over financial reporting of SPAC or (iii) fraud, whether or not material, that involves Acquiror’s management or other employees of SPAC who have a significant role in the preparation internal controls over financial reporting of financial statements or the internal accounting controls utilized by Acquiror or SPAC. (iiif) any claim or allegation regarding any As of the foregoingdate hereof, there are no outstanding SEC comments from the SEC with respect to the SPAC SEC Reports. None of the SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since April 30, 2020, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since April 30, 2020, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange (the “NYSE”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on the NYSE. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by the NYSE or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on the NYSE. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17December 31, 20222019, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25October 18, 2021 2019 (inception) through May 17December 31, 20222019, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the XxxxxxxxSxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s 's status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), (i) Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; prepared and (ii) be effective in timely alerting Acquiror’s principal executive officer since May 20, 2015, Acquiror and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act1000 Xxx) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements Acquiror’s financial statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since May 20, 2015, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. The issued and outstanding shares of Acquiror Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NASDAQ. There is no Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by NASDAQ or the SEC with respect to any intention by such entity to deregister the Acquiror Common Stock or prohibit or terminate the listing of Acquiror Common Stock on NASDAQ. Acquiror has taken no action that is designed to terminate the registration of Acquiror Common Stock under the Exchange Act. (d) The Acquiror SEC Filings contain true and complete copies of the (i) audited consolidated balance sheet as of May 17March 2, 20222015, and statement of operations, cash flow and shareholders’ equity of Acquiror and its Subsidiaries for the period commencing from February 25its date of incorporation through March 2, 2021 (inception) through May 17, 20222015, together with the auditor’s reports thereon thereon, and (ii) unaudited consolidated balance sheet and statements of operations, cash flow and shareholders’ equity of Acquiror and its Subsidiaries for the periods ended March 31, 2015, June 30, 2015 and September 30, 2015 ((i) and (ii) together, the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements present (i) fairly present in all material respects the consolidated financial position of Acquirorthe Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans The audited consolidated financial statements and unaudited consolidated interim financial statements of Acquiror included or other extensions incorporated by reference in the Acquiror SEC Filings fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of credit made by Acquiror to any executive officer (and its consolidated Subsidiaries as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxxdates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-Xxxxx Act. (e) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness end audit adjustments in the system case of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of unaudited interim financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingstatements).

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorAHAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act Act, or as otherwise set forth in “smaller reporting company” within the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under meaning of the Exchange Act). Such disclosure controls and procedures are designed to , since its initial public offering, (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror AHAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorAHAC’s financial reporting and the preparation of Acquiror Financial Statements AHAC’s financial statements for external purposes in accordance with GAAPGAAP and (ii) AHAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that information relating to AHAC is made known to AHAC’s principal executive officer and principal financial officer by others within AHAC. Such disclosure controls and procedures are effective in timely alerting AHAC’s principal executive officer and principal financial officer to material information required to be included in AHAC’s periodic reports required under the Exchange Act. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror AHAC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. AHAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since its initial public offering, AHAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The Acquiror classes of securities representing issued and outstanding Class A Common Stock and AHAC Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. There is no Proceeding pending or, to the knowledge of AHAC, threatened against AHAC by Nasdaq or the SEC Filings with respect to any intention by such entity to deregister the Class A Common Stock or AHAC Warrants or prohibit or terminate the listing of Class A Common Stock or AHAC Warrants on Nasdaq. AHAC has not taken any action that is designed to terminate the registration of Class A Common Stock under the Exchange Act. (i) The AHAC SEC Reports contain true and complete copies of the financial statements (including all related notes and schedules thereto) of AHAC and (ii) Section 4.13(d) of the AHAC Disclosure Schedules contains a true and complete copy of the audited consolidated balance sheet of AHAC as of May 17December 31, 20222020 and the related audited consolidated statements of operations and comprehensive loss, and statement of operations, cash flow and shareholdersstockholders’ equity (deficit) and cash flows of Acquiror AHAC for the period from February 25, 2021 (inception) through May 17, 2022year then ended, together with the auditor’s reports thereon (clauses (i) and (ii) collectively, the “Acquiror AHAC Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror The AHAC Financial Statements (iA) fairly present in all material respects the financial position of Acquiror, AHAC as at the respective dates thereof, and the results of operations its operations, stockholders’ equity and consolidated cash flows for the respective periods then ended, (iiB) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except except, in the case of any audited financial statements, as may be indicated therein or in the notes thereto), (C) in the case of the audited AHAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iiiD) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereofthereof (including Regulation S-X or Regulation S-K, as applicable). (e) AHAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for AHAC’s and its Subsidiaries’ assets. The books and records of Acquiror have beenAHAC maintains and, and are beingfor all periods covered by the AHAC Financial Statements, maintained has maintained, in all material respects in accordance with GAAP and any other applicable legal Law, books and accounting requirementsrecords of AHAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and Liabilities of AHAC. (df) There are no outstanding loans or other extensions of credit made by Acquiror AHAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorAHAC. Acquiror AHAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (eg) Neither Acquiror nor Since its incorporation, neither AHAC (including any director or officer of Acquiror employee thereof) nor, to the knowledge of AcquirorAHAC, any employee of Acquiror or AcquirorAHAC’s independent auditors auditors, has identified received any written complaint, allegation, assertion or been made aware of claim that there is, or there has been, (i) any a “significant deficiency or material weakness deficiency” in the system internal controls over financial reporting of internal accounting controls utilized by AcquirorAHAC, (ii) any a “material weakness” in the internal controls over financial reporting of AHAC or (iii) fraud, whether or not material, that involves Acquiror’s management or other employees of AHAC who have a role in the preparation internal controls over financial reporting of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingAHAC.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorHorizon’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror Horizon has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to AcquirorHorizon, including its consolidated Subsidiaries, if any, is made known to AcquirorHorizon’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting AcquirorHorizon’s principal executive officer and principal financial officer to material information required to be included in AcquirorHorizon’s periodic reports required under the Exchange Act. Acquiror Since June 20, 2020, Horizon has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorHorizon’s financial reporting and the preparation of Acquiror Financial Statements Horizon’s financial statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror Horizon has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Horizon has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Except as set forth in Section 4.6(c) of the Horizon Disclosure Letter, since June 20, 2020, Horizon has complied in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. The Acquiror Horizon Class A Common Stock (prior to the Effective Time) is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on the NYSE. Except as set forth in Section 4.6(c) of the Horizon Disclosure Letter, there is no Legal Proceeding pending or, to the knowledge of Horizon, threatened against Horizon by the NYSE or the SEC with respect to any intention by such entity to deregister the Horizon Common Stock (prior to the Effective Time) or prohibit or terminate the listing of Horizon Common Stock (prior to the Effective Time) on the NYSE. (d) The Horizon SEC Filings contain true and complete copies of the audited balance sheet as of May 17December 31, 20222019, and statement of operations, cash flow and shareholdersstockholders’ equity of Acquiror Horizon for the period from February 25year ended December 31, 2021 (inception) through May 17, 20222019, together with the auditor’s reports thereon (the “Acquiror Horizon Financial Statements”). Except as disclosed in the Acquiror Horizon SEC Filings, the Acquiror Horizon Financial Statements present (i) fairly present in all material respects the financial position of AcquirorHorizon, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. Each of the VS Entities acknowledges that (i) the Staff of the SEC issued the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies on April 12, 2021 (the “Statement”), (ii) Horizon continues to review the Statement and its implications, including on the financial statements and other information included in the Horizon SEC Filings and (iii) any restatement, revision or other modification of the Horizon SEC Filings in connection with such review of the Statement or any subsequent related agreements or other guidance from the Staff of the SEC shall be deemed not material for purposes of this Agreement, including for purposes of this Section 4.6(d) and Section 4.9(f) below. The books and records of Acquiror Horizon have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror Horizon to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorHorizon. Acquiror Horizon has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, Horizon (including any employee of Acquiror or Acquirorthereof) nor Horizon’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by AcquirorHorizon, (ii) any fraud, whether or not material, that involves AcquirorHorizon’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror Horizon or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since December 31, 2020, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since December 31, 2020, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq. The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on the Nasdaq. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by the Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on the Nasdaq. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17December 31, 20222020, and statement of operations, cash flow and shareholdersstockholders’ equity of Acquiror for the period from February 25May 19, 2021 2020 (inception) through May 17December 31, 20222020, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor(including, to the knowledge of Acquiror, any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since September 11, 2020, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP, except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Acquiror to consummate the transactions contemplated by this Agreement. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since September 11, 2020, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of NYSE. The Acquiror SEC Filings contain true and complete copies Class A Common Stock is registered pursuant to Section 12(b) of the audited balance sheet as Exchange Act and is listed for trading on NYSE. There is no Legal Proceeding pending or, to the knowledge of May 17Acquiror, 2022, and statement of operations, cash flow and shareholders’ equity threatened against Acquiror by NYSE or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Shares or prohibit or terminate the listing of Acquiror for Class A Common Stock on NYSE. Acquiror has taken no action that would reasonably be likely to result in the period termination of the registration of the Acquiror Class A Common Stock under the Exchange Act. Acquiror has not received any written or, to the knowledge of Acquiror, oral deficiency notice from February 25, 2021 the NYSE relating to the continued listing requirements of the Acquiror Class A Common Stock. (inceptiond) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects fairly present the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in all material respects in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsrequirements in all material respects. Since the consummation of the initial public offering of Acquiror’s securities, Acquiror has timely filed all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) with respect to any Acquiror SEC Filing. Each such certification is correct and complete in all material respects. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iiiii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act Act, or as otherwise set forth in “smaller reporting company” within the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under meaning of the Exchange Act). Such disclosure controls and procedures are designed to , since its initial public offering, (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorXxxxxxxx’s financial reporting and the preparation of Acquiror Financial Statements Acquiror’s financial statements for external purposes in accordance conformity with GAAPGAAP and (ii) Acquiror has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Acquiror is made known to Acquiror’s principal executive officer and principal financial officer by others within Acquiror. (b) To the knowledge of AcquirorSince its initial public offering, except as set forth in on Section 6.6(b) 5.11 of the Acquiror Disclosure LetterSchedules, Acquiror has complied in all material respects with all applicable listing and corporate governance rules and regulations of NYSE. The issued and outstanding (i) units of Acquiror, each director and executive officer such unit comprised of one share of Acquiror has filed with the SEC on a timely basis all statements required by Common Stock and one-half of one Acquiror Warrant, (ii) Acquiror Common Stock, and (iii) Acquiror Warrants are registered pursuant to Section 16(a12(b) of the Exchange Act and are listed for trading on NYSE. There is no Proceeding pending or, to the rules and regulations promulgated thereunderknowledge of Acquiror, threatened against Acquiror by NYSE or the SEC with respect to any intention by such entity to deregister such units, the Acquiror Common Stock or the Acquiror Warrants or prohibit or terminate the listing of such units, the Acquiror Common Stock or the Acquiror Warrants on NYSE. Acquiror has not taken any action that is designed to terminate the registration of such units, the Acquiror Common Stock or Acquiror Warrants under the Exchange Act. (c) The Acquiror SEC Filings Reports contain true and complete copies of the (i) audited balance sheet of Acquiror as of May 17December 31, 2022, 2020 and statement the related statements of operations, cash flow and shareholderschanges in stockholders’ equity and cash flows of Acquiror for the period from February 25October 15, 2021 2020 (inception) through May 17December 31, 20222020 and the related notes thereto, together with the auditor’s reports thereon thereon, and (ii) unaudited balance sheet of Acquiror as of June 30, 2021 and the related audited statements of operations, changes in stockholders’ equity and cash flows of Acquiror for the fiscal quarter then ended and the related notes thereto (clauses (i) and (ii) collectively, the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the The Acquiror Financial Statements (iA) fairly present in all material respects the financial position of Acquiror, Acquiror as at the respective dates thereof, and the results of operations its operations, stockholders’ equity and consolidated cash flows for the respective periods then ended, (iiB) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except except, in the case of any audited financial statements, as may be indicated therein or in the notes thereto), (C) were audited in accordance with the standards of the PCAOB, and (iiiD) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereofthereof (including Regulation S-X or Regulation S-K, as applicable). The books and records of No Acquiror have been, and Party has any material off-balance sheet arrangements that are being, maintained not disclosed in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsthe Acquiror SEC Reports. (d) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Since its incorporation, except as set forth on Section 5.11 of the Acquiror nor Disclosure Schedules, neither Acquiror (including any director or officer of Acquiror employee thereof) nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors auditors, has identified received any written complaint, allegation, assertion or been made aware of claim that there is, or there has been, (i) any a “significant deficiency or material weakness deficiency” in the system internal controls over financial reporting of internal accounting controls utilized by Acquiror, (ii) any a “material weakness” in the internal controls over financial reporting of Acquiror or (iii) fraud, whether or not material, that involves Acquiror’s management or other employees of Acquiror who have a role in the preparation internal controls over financial reporting of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingAcquiror.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since July 30, 2020, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since July 30, 2020, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of The Nasdaq Stock Market LLC (“Nasdaq”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on Nasdaq. (d) The Acquiror SEC Filings contain true and complete copies of the audited unaudited balance sheet as of May 17June 30, 20222021, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25January 1, 2021 (inception) 2021, through May 17June 30, 20222021, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct, Acquiror SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to AcquirorSPAC, including its consolidated Subsidiaries, if any, other material information required to be disclosed by SPAC in the reports and other documents that it files or furnishes under the Exchange Act is made known recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to AcquirorSPAC’s principal executive officer and its principal financial officer by others within those entities, particularly during as appropriate to allow timely decisions regarding required disclosure and to make the periods in which certifications required pursuant to Sections 302 and 906 of the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Xxxxxxxx-Xxxxx Act. Acquiror SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which it reasonably believes is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorSPAC’s financial reporting and the preparation of Acquiror SPAC Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except Except as set forth in on Section 6.6(b5.7(b) of the Acquiror SPAC Disclosure Letter, each director and executive officer of Acquiror SPAC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) The Acquiror SPAC SEC Filings contain true and complete copies of the (x) audited balance sheet of SPAC as of May 17December 31, 20222022 and December 31, 2021, and statement (y) statements of operations, changes in shareholders’ deficit and cash flow and shareholders’ equity of Acquiror SPAC for the period from February 25May 13, 2021 (inception) through May 17December 31, 2021 and for the year ended December 31, 2022, together with the auditor’s reports thereon (the “Acquiror SPAC Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror The SPAC Financial Statements (i) fairly present in all material respects the financial position of AcquirorSPAC, as at the respective dates thereof, and the results of operations operations, changes in shareholders’ deficit and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror SPAC have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror SPAC. (e) SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror SPAC nor any director or officer of Acquiror SPAC nor, to the knowledge of AcquirorSPAC, any employee of Acquiror SPAC, or AcquirorSPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by AcquirorSPAC, (ii) any fraud, whether or not material, that involves AcquirorSPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror SPAC or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since December 12, 2018, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements Acquiror’s financial statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Except as set forth in Section 4.6(c) of the Acquiror Disclosure Letter, since December 12, 2018, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the National Association of Securities Dealers Automated (“Nasdaq”). The Acquiror Common Stock (prior to the Effective Time) is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq. Except as set forth in Section 4.6(c) of the Acquiror Disclosure Letter, there is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Common Stock (prior to the Effective Time) or prohibit or terminate the listing of Acquiror Common Stock (prior to the Effective Time) on Nasdaq. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17December 31, 20222019, and statement of operations, cash flow and shareholdersstockholders’ equity of Acquiror for the year ended December 31, 2019 and for the period from February 25May 5, 2021 (inception) 2018 through May 17December 31, 20222018, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements present (i) fairly present in all material respects the financial position of the Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of the Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorParent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to AcquirorParent, including its consolidated Subsidiaries, if any, is made known to AcquirorParent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . To Parent’s Knowledge, such disclosure controls and (ii) be procedures are effective in timely alerting AcquirorParent’s principal executive officer and principal financial officer to material information required to be included in AcquirorParent’s periodic reports required under the Exchange Act. Acquiror Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably that, to Parent’s Knowledge, are sufficient to provide reasonable assurance regarding the reliability of AcquirorParent’s financial reporting and the preparation of Acquiror Financial Statements Parent’s financial statements for external purposes in accordance with GAAPGAAP and there have been no significant deficiencies or material weakness in Parent’s internal control over financial reporting (whether or not remediated) and no change in Parent’s control over financial reporting that has materially affected, or is reasonably likely to materially affect Parent’s internal control over financial reporting. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) As of the Acquiror Disclosure Letterdate hereof, each director and executive officer of Acquiror Parent has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Parent has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) The Acquiror Parent Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on NASDAQ. There is no Action pending or, to the Knowledge of Parent, threatened against Parent by NASDAQ or the SEC with respect to any intention by such entity to deregister the Parent Class A Common Stock or prohibit or terminate the listing of Parent Class A Common Stock on NASDAQ. (d) The financial statements and notes contained or incorporated by reference in the Parent SEC Filings contain true and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position condition and the results of Acquiroroperations, changes in stockholders’ equity and cash flows of Parent as at the respective dates thereofof, and the results of operations and consolidated cash flows for the respective periods then endedreferred to, in such financial statements, all in accordance with: (i) GAAP; and (ii) were prepared Regulation S-X or Regulation S-K, as applicable, subject, in conformity with GAAP applied on a consistent basis during the periods involved case of interim financial statements, to normal recurring year-end adjustments (except as may be indicated therein the effect of which will not, individually or in the notes thereto)aggregate, and (iiibe material) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable. Parent has no off-balance sheet arrangements that are not disclosed in effect as the Parent SEC Filings. No financial statements other than those of Parent are required by GAAP to be included in the respective dates thereof. The books and records consolidated financial statements of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsParent. (de) There are no outstanding loans or other extensions of credit made by Acquiror Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorParent. Acquiror Parent has not taken any action prohibited by Section 402 of the XxxxxxxxSxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, Parent (including any employee of Acquiror or Acquirorthereof) nor Parent’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by AcquirorParent, (ii) any fraudActual Fraud, whether or not material, that involves AcquirorParent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror Parent or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each director and executive officer of Acquiror Axxxxxxx has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) The Acquiror SEC Filings contain true and complete copies of (i) the audited balance sheet as of May 17December 31, 2021, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from April 16, 2021 (inception) through December 31, 2021, together with the auditor’s reports thereon and (ii) the unaudited balance sheet as of June 30, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25January 1, 2021 (inception) 2022 through May 17June 30, 2022, together with the auditor’s reports thereon 2022 (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC FilingsFilings or as otherwise set forth in Section 6.6 of the Acquiror Disclosure Letter, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then endedended (subject, in the case of the Acquiror Financial Statements as of and for the six months ended June 30, 2022, to normal year-end adjustment and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and subject, in the case of the Acquiror Financial Statements as of and for the six months ended June 30, 2022, to normal year-end adjustment and the absence of footnotes), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the XxxxxxxxSxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to AcquirorSPAC, including its consolidated Subsidiaries, if any, is made known to AcquirorSPAC’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting AcquirorSPAC’s principal executive officer and principal financial officer to material information required to be included in AcquirorSPAC’s periodic reports required under the Exchange Act. Acquiror Since September 10, 2020, SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorSPAC’s financial reporting and the preparation of Acquiror SPAC Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror SPAC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since September 10, 2020, SPAC has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Capital Markets (“Nasdaq”). The Acquiror SPAC Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the knowledge of SPAC, threatened against SPAC by Nasdaq or the SEC with respect to any intention by such entity to deregister the SPAC Class A Common Stock or prohibit or terminate the listing of SPAC Class A Common Stock on Nasdaq. (d) The SPAC SEC Filings contain true and complete copies of the audited balance sheet sheets as of May 17September 30, 20222020 and December 31, 2020, and statement statements of operations, cash flow and shareholdersstockholders’ equity of Acquiror SPAC for the period from February 25July 20, 2021 2020 (inception) through May 17September 30, 20222020 and through December 31, 2020, together with the auditor’s reports thereon (collectively, the “Acquiror SPAC Financial Statements”). Except as disclosed in the Acquiror SPAC SEC Filings, the Acquiror SPAC Financial Statements (i) fairly present in all material respects the financial position of AcquirorSPAC, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror SPAC have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorSPAC. Acquiror SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, SPAC (including any employee of Acquiror or Acquirorthereof) nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by AcquirorSPAC, (ii) any fraud, whether or not material, that involves AcquirorSPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror SPAC or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since April 24, 2020, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since April 24, 2020, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange (the “NYSE”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on the NYSE. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by the NYSE or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on the NYSE. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17December 31, 20222019, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25October 18, 2021 2019 (inception) through May 17December 31, 20222019, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements present (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since March 25, 2021, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Capital Market (“Nasdaq”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on Nasdaq. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17January 18, 20222021, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25January 11, 2021 (inception) through May 17January 18, 20222021, together with the notes thereto and auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of the Acquiror, as at the respective dates thereofthereof (taking into account the notes thereto), and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of the Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . To Acquiror’s knowledge, such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably that, to Acquiror’s knowledge, are sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAPGAAP and there have been no significant deficiencies or material weakness in Acquiror’s internal control over financial reporting (whether or not remediated) and no change in Acquiror’s control over financial reporting that has materially affected, or is reasonably likely to materially affect Acquiror’s internal control over financial reporting. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) As of the Acquiror Disclosure Letterdate hereof, each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) The Acquiror SEC Filings contain true and complete copies Class A Common Stock is registered pursuant to Section 12(b) of the audited balance sheet as Exchange Act and is listed for trading on Nasdaq. There is no Action pending or, to the knowledge of May 17Acquiror, 2022, and statement of operations, cash flow and shareholders’ equity threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on Nasdaq. (d) Except for the period from February 25Warrant Accounting Issue, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed financial statements and notes contained or incorporated by reference in the Acquiror SEC Filings, the Acquiror Financial Statements (i) Filings fairly present in all material respects the financial position condition and the results of Acquiroroperations, changes in stockholders’ equity and cash flows of Acquiror as at the respective dates thereofof, and the results of operations and consolidated cash flows for the respective periods then endedreferred to, in such financial statements, all in accordance with: (i) GAAP; and (ii) were prepared Regulation S-X or Regulation S-K, as applicable, subject, in conformity with GAAP applied on a consistent basis during the periods involved case of interim financial statements, to normal recurring year-end adjustments (except as may be indicated therein the effect of which will not, individually or in the notes thereto)aggregate, and (iiibe material) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable. Acquiror has no off-balance sheet arrangements that are not disclosed in effect as of the respective dates thereofAcquiror SEC Filings. The books and records No financial statements other than those of Acquiror have been, and are being, maintained required by GAAP to be included in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsthe consolidated financial statements of Acquiror. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any actual fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since December 10, 2020, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since December 10, 2020, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of The Nasdaq Stock Market LLC (“Nasdaq”). The Acquiror Class A Common Stock, the Acquiror Units and the Acquiror Public Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to delist or to deregister the Acquiror Class A Common Stock, the Acquiror Units or the Acquiror Public Warrants. None of Acquiror or Merger Sub or their respective Affiliates has taken any action in an attempt to terminate the registration or listing of the Acquiror Class A Common Stock, the Acquiror Units or Acquiror Public Warrants under the Exchange Act or Nasdaq, as applicable, except as contemplated by this Agreement. (d) The Acquiror SEC Filings contain true true, correct and complete copies of the audited balance sheet as of May 17December 10, 20222020, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25September 10, 2021 2020 (inception) through May 17September 30, 20222020, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), ) and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. . (f) Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of, and has not received from any independent auditor of Acquiror any written notification of, (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any written claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), since its initial public offering, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, Acquiror is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . To Acquiror’s knowledge, such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror Xxxxx Xxxxx 0, 0000, Xxxxxxxx has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17March 8, 20222021, and statement of operations, cash flow and shareholdersstockholders’ equity of Acquiror for the period from February 25January 15, 2021 (inception) through May 17January 19, 20222021, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the The Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 As of the Xxxxxxxx-Xxxxx Act. date hereof, neither Acquiror (eincluding any employee thereof) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror’s knowledge, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorHYAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to since its incorporation, (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror HYAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorHYAC’s financial reporting and the preparation of Acquiror Financial Statements HYAC’s financial statements for external purposes in accordance with GAAPGAAP and (ii) HYAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to HYAC is made known to HYAC’s principal executive officer and principal financial officer by others within HYAC. (b) To the knowledge of Acquiror, except as set forth in HYAC has not taken any action prohibited by Section 6.6(b) 402 of the Acquiror Disclosure LetterXxxxxxxx-Xxxxx Act. (c) Since its incorporation, HYAC has complied, and is currently in compliance, with all applicable listing and corporate governance rules and regulations of Nasdaq, in each director case, in all material respects. The classes of securities representing issued and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by outstanding HYAC Equity Securities are registered pursuant to Section 16(a12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the rules and regulations promulgated thereunderdate of this Agreement, there is no Proceeding pending or, to the knowledge of HYAC, threatened against HYAC by Nasdaq or the SEC with respect to any intention by such entity to deregister HYAC Equity Securities or prohibit or terminate the listing of HYAC Equity Securities on Nasdaq. None of HYAC or any of its controlled Affiliates has taken any action that is designed to terminate the registration of HYAC Equity Securities under the Exchange Act. (cd) The Acquiror HYAC SEC Filings contain true Reports contain, and the Additional HYAC SEC Reports will contain, true, correct and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror HYAC Financial Statements”). Except as disclosed in the Acquiror HYAC SEC FilingsReports and as may be disclosed in the Additional HYAC SEC Reports, the Acquiror HYAC Financial Statements (i) fairly present in all material respects the financial position of Acquiror, HYAC as at the respective dates thereof, and the results of operations its operations, shareholders’ equity and consolidated cash flows for the respective periods then endedended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except except, in the case of any audited financial statements, as may be indicated therein or in the notes theretothereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited HYAC Financial Statements, were audited in accordance with the standards of the PCAOB, (iv) were prepared from, and are in accordance with, the books and records of HYAC and (iiiv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereofthereof (including Regulation S-X or Regulation S-K, as applicable). The books Neither HYAC nor any of its Subsidiaries maintains any “off-balance Table of Contents sheet arrangement” within the meaning of Item 303 of Regulation S-K of the Securities Act. As of the date of this Agreement, no financial statements other than those of HYAC are required by GAAP to be included in the financial statements of HYAC. (e) HYAC has established and records maintains systems of Acquiror have beeninternal accounting controls that are designed to provide, and are being, maintained in all material respects respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and any other applicable legal to maintain accountability for HYAC’s and accounting requirementsits Subsidairies’ assets. HYAC maintains and, for all periods covered by the HYAC Financial Statements, has maintained books and records of HYAC in the ordinary course of business that accurately and fairly reflect the transactions and dispositions of the assets of HYAC in all material respects. (df) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror Since its incorporation, HYAC has not taken received any action prohibited by Section 402 written notification of the Xxxxxxxx-Xxxxx Act. any (ex) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any “significant deficiency or material weakness deficiency” in the system internal controls over financial reporting of internal accounting controls utilized by AcquirorHYAC, (iiy) any “material weakness” in the internal controls over financial reporting of HYAC or (z) fraud, whether or not material, that involves Acquiror’s management or other employees of HYAC who have a significant role in the preparation internal controls over financial reporting of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingHYAC.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting AcquirorXxxxxxxx’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since February 11, 2021, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror Xxxxxxxx has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since February 11, 2021, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the NASDAQ Capital Market (the “Nasdaq”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on the Nasdaq. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by the Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on the Nasdaq. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet of Acquiror as of May February 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 20222021, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting AcquirorXxxxxxxx’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since December 31, 2021, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror Xxxxxxxx has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since December 31, 2021, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. The Acquiror Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Common Stock or prohibit or terminate the listing of Acquiror Common Stock on Nasdaq. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17December 31, 20222021, and statement of operations, cash flow and shareholdersstockholders’ equity of Acquiror for the period from February 25May 27, 2021 (inception) through May 17December 31, 20222021, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to AcquirorSPAC, including its consolidated Subsidiaries, if any, is made known to AcquirorSPAC’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting AcquirorSPAC’s principal executive officer and principal financial officer to material information required to be included in AcquirorSPAC’s periodic reports required under the Exchange Act. Acquiror Since July 16, 2019, SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorSPAC’s financial reporting and the preparation of Acquiror SPAC Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror SPAC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) The Acquiror Since July 16, 2019, SPAC has complied in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange (the “NYSE”). SPAC Class A Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE. There is no Legal Proceeding pending or, to the knowledge of SPAC, threatened against SPAC by the NYSE or the SEC with respect to any intention by such entity to deregister SPAC Class A Ordinary Shares or prohibit or terminate the listing of SPAC Class A Ordinary Shares on the NYSE. (d) SPAC SEC Filings contain true and complete copies of the audited balance sheet as sheets and statements of May 17cash flows, 2022, and statement of operations, cash flow and changes in shareholders’ equity of Acquiror for the period SPAC from February 25inception through December 31, 2021 (inception) through May 17, 20222020, together with the auditor’s reports thereon (the “Acquiror SPAC Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror SPAC Financial Statements (i) fairly present in all material respects the financial position of AcquirorSPAC, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror SPAC have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorSPAC. Acquiror SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, SPAC (including any employee of Acquiror or Acquirorthereof) nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by AcquirorSPAC, (ii) any fraud, whether or not material, that involves AcquirorSPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror SPAC or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to AcquirorSPAC, including its consolidated Subsidiaries, if any, is made known to AcquirorSPAC’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting AcquirorSPAC’s principal executive officer and principal financial officer to material information required to be included in AcquirorSPAC’s periodic reports required under the Exchange Act. Acquiror Since May 2, 2022, SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorSPAC’s financial reporting and the preparation of Acquiror SPAC Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except Except as set forth in on Section 6.6(b) of the Acquiror SPAC Disclosure Letter, each director and executive officer of Acquiror SPAC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) Except as set forth on Section 6.6(c) of the SPAC Disclosure Letter, since January 27, 2022, SPAC has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market (“NASDAQ”). The Acquiror SPAC Class A Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on NASDAQ. There is no Legal Proceeding pending or, to the knowledge of SPAC, threatened against SPAC by NASDAQ or the SEC with respect to any intention by such entity to deregister the SPAC Class A Ordinary Shares or prohibit or terminate the listing of SPAC Class A Ordinary Share on NASDAQ. (d) The SPAC SEC Filings contain true and complete copies of (i) the audited balance sheet as of May 17December 31, 2022, and audited statement of operations, cash flow and shareholders’ equity of Acquiror SPAC for the period from February 25May 20, 2021 (inception) through May 17December 31, 2022, together with the auditor’s reports thereon (the “Acquiror Audited SPAC Financial Statements”); and (ii) the unaudited condensed balance sheet as of March 31, 2023, and unaudited statements of operations cash flow and shareholder’s equity of SPAC from December 31, 2022 to March 31, 2023 (the “Unaudited SPAC Financial Statements”, and together with the Audited SPAC Financial Statements, the “SPAC Financial Statements”). Except as disclosed in the Acquiror SPAC SEC Filings, the Acquiror SPAC Financial Statements (i) fairly present in all material respects the financial position of AcquirorSPAC, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror SPAC have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorSPAC. Acquiror SPAC has not taken any action prohibited by Section 402 of the XxxxxxxxSxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror norExcept for otherwise disclosed in the SPAC SEC Filings, to the knowledge of Acquiror, neither SPAC (including any employee of Acquiror or Acquirorthereof) nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by AcquirorSPAC, (ii) any fraud, whether or not material, that involves AcquirorSPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror SPAC or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since August 20, 2020, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To Since August 20, 2020, Acquiror has complied in all material respects with the knowledge of Acquiror, except as set forth in Section 6.6(b) applicable listing and corporate governance rules and regulations of the New York Stock Exchange (the “NYSE”). The Acquiror Disclosure Letter, each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Class A Ordinary Shares are registered pursuant to Section 16(a12(b) of the Exchange Act and is listed for trading on the rules and regulations promulgated thereunderNYSE. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by the NYSE or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Ordinary Shares or prohibit or terminate the listing of Acquiror Class A Ordinary Shares on the NYSE. (c) The Acquiror SEC Filings contain true and complete copies of the audited unaudited condensed balance sheet as of May 17September 30, 20222020, and condensed statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25June 24, 2021 2020 (inception) through May 17September 30, 2022, together with the auditor’s reports thereon 2020 (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the consolidated financial position of Acquiror, as at the respective dates date thereof, and the consolidated results of operations and consolidated cash flows for the respective periods period then endedended (subject to normal year-end adjustments and the inclusion of limited footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and subject to normal year-end adjustments and the inclusion of limited footnotes), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the XxxxxxxxSxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director or officer of Acquiror nor(including, to the knowledge of Acquiror, any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any written claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . To Acquiror’s knowledge, such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably that, to Acquiror’s knowledge, are sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAPGAAP and there have been no significant deficiencies or material weakness in Acquiror’s internal control over financial reporting (whether or not remediated) and no change in Acquiror’s control over financial reporting that has materially affected, or is reasonably likely to materially affect Acquiror’s internal control over financial reporting. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) As of the Acquiror Disclosure Letterdate hereof, each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) The Acquiror SEC Filings contain true and complete copies Class A Ordinary Shares are registered pursuant to Section 12(b) of the audited balance sheet as Exchange Act and is listed for trading on NYSE. There is no Action pending or, to the knowledge of May 17Acquiror, 2022, and statement of operations, cash flow and shareholders’ equity threatened against Acquiror by NYSE or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Ordinary Shares or prohibit or terminate the listing of Acquiror for the period from February 25, 2021 Class A Ordinary Shares on NYSE. (inceptiond) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed The financial statements and notes contained or incorporated by reference in the Acquiror SEC Filings, the Acquiror Financial Statements (i) Filings fairly present in all material respects the financial position condition and the results of Acquiroroperations, changes in stockholders’ equity and cash flows of Acquiror as at the respective dates thereofof, and the results of operations and consolidated cash flows for the respective periods then endedreferred to, in such financial statements, all in accordance with: (i) GAAP; and (ii) were prepared Regulation S-X or Regulation S-K, as applicable, subject, in conformity with GAAP applied on a consistent basis during the periods involved case of interim financial statements, to normal recurring year-end adjustments (except as may be indicated therein the effect of which will not, individually or in the notes thereto)aggregate, and (iiibe material) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable. Acquiror has no off-balance sheet arrangements that are not disclosed in effect as of the respective dates thereofAcquiror SEC Filings. The books and records No financial statements other than those of Acquiror have been, and are being, maintained required by GAAP to be included in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsthe consolidated financial statements of Acquiror. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the XxxxxxxxSxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any actual fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements the Acquiror’s financial statements for external purposes in accordance with GAAP, and the Acquiror’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the Original Agreement Date, to the Acquiror’s auditors and the audit committee of the Board of Directors of Acquiror (i) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Acquiror’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. (b) To the knowledge of AcquirorSince March 2, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter2021, each director and executive officer of Acquiror has filed complied in all material respects with the SEC on a timely basis all statements required by applicable listing and corporate governance rules and regulations of The New York Stock Exchange (“NYSE”). The Acquiror Class A Ordinary Shares are registered pursuant to Section 16(a12(b) of the Exchange Act and is listed for trading on NYSE. There is no Legal Proceeding pending or, to the rules and regulations promulgated thereunderknowledge of Acquiror, threatened against Acquiror by NYSE or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Ordinary Shares or prohibit or terminate the listing of Acquiror Class A Ordinary Shares on NYSE. (c) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17December 31, 20222021, and the statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25December 23, 2021 2020 (inception) through May 17December 31, 20222021, together with the auditor’s reports thereon thereon, the unaudited balance sheet as of March 31, 2022 and the unaudited statement of operations, cash flow and shareholders’ equity of Acquiror for the period from December 31, 2021 through March 31, 2022, together with the notes thereto (collectively, the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then endedended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and, in the case of the unaudited interim financial statements, the absence of footnotes or the inclusion of limited footnotes), and (iii) comply in all material respects with the applicable accounting requirements and with the applicable rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director or officer of Acquiror nor(including, to the knowledge of Acquiror, any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, Acquiror or (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingAcquiror.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror Xxxxx Xxxxx 0, 0000, Xxxxxxxx has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) As of the Acquiror Disclosure Letterdate of this Agreement, each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) Since March 31, 2021, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange (the “NYSE”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on the NYSE. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by the NYSE or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on the NYSE. (d) The Acquiror SEC Filings contain a true and complete copies copy of the audited unaudited condensed balance sheet as of May 17March 31, 20222021, condensed statement of cash flows for the three months ended March 31, 2021, and condensed statement of operations, cash flow and shareholderschanges in stockholders’ equity of Acquiror for the period from February 25three months ended March 31, 2021 (inception) through May 17, 20222021, together with the auditor’s reports thereon therein (together with any additional financial statements of Acquiror included in the Acquiror SEC Filings filed on or following the date of this Agreement, the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements Statements: (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, ; (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), ; and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, ; (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror Acquiror; or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), (i) Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; prepared and (ii) be effective in timely alerting Acquiror’s principal executive officer since May 20, 2015, Acquiror and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements Acquiror’s financial statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since May 20, 2015, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. The issued and outstanding shares of Acquiror Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NASDAQ. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by NASDAQ or the SEC with respect to any intention by such entity to deregister the Acquiror Common Stock or prohibit or terminate the listing of Acquiror Common Stock on NASDAQ. Acquiror has taken no action that is designed to terminate the registration of Acquiror Common Stock under the Exchange Act. (d) The Acquiror SEC Filings filings contain true and complete copies of the (i) audited consolidated balance sheet as of May 17December 31, 20222016, and statement of operations, cash flow and shareholders’ equity of Acquiror and its Subsidiaries for the period commencing from February 25its date of incorporation through December 31, 2021 (inception) through May 17, 20222016, together with the auditor’s reports thereon thereon, and (ii) unaudited consolidated balance sheet and statements of operations, cash flow and shareholders’ equity of Acquiror and its Subsidiaries for the periods ended March 31, 2016, June 30, 2016 and September 30, 2016 ((i) and (ii) together, the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filingsfilings, the Acquiror Financial Statements present (i) fairly present in all material respects the consolidated financial position of Acquirorthe Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans The audited consolidated financial statements and unaudited consolidated interim financial statements of Acquiror included or other extensions incorporated by reference in the Acquiror SEC filings fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of credit made by Acquiror to any executive officer (and its consolidated Subsidiaries as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxxdates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-Xxxxx Act. (e) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness end audit adjustments in the system case of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of unaudited interim financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingstatements).

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since November 18, 2020, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since November 18, 2020, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange (the “NYSE”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on the NYSE. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by the NYSE or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on the NYSE. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17November 23, 20222020, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25October 2, 2021 2020 (inception) through May 17October 7, 20222020, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SEC Filings, Acquiror has established and maintains and, since the Acquiror IPO Date, has maintained disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiariessubsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and and, since the Acquiror IPO Date, has maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since the Acquiror IPO Date, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. The Acquiror Cayman Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq Market. There is no Action pending or, to the knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Cayman Class A Shares or prohibit or terminate the listing of Acquiror Cayman Class A Shares on the Nasdaq Market. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17December 31, 20222020, and statement of operations, cash flow and shareholders’ equity and cash flows of Acquiror for the period from February 25, 2021 the Acquiror Inception Date (inception) through May 17December 31, 20222020, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and ) and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror are, and since the Acquiror Inception Date have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror since its initial public offering, SPAC has established and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to AcquirorSPAC, including its consolidated Subsidiaries, if any, is made known to AcquirorSPAC’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting AcquirorSPAC’s principal executive officer and principal financial officer to material information required to be included in AcquirorSPAC’s periodic reports required under the Exchange Act. Acquiror Since its initial public offering, SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorSPAC’s financial reporting and the preparation of Acquiror SPAC Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror SPAC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. SPAC has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since its initial public offering, SPAC has complied in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange (“NYSE”). The Acquiror SPAC Class A Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NYSE. There is no Action pending or, to the knowledge of SPAC, threatened against SPAC by NYSE or the SEC with respect to any intention by such entity to deregister the SPAC Class A Ordinary Shares or prohibit or terminate the listing of SPAC Class A Ordinary Share on NYSE. (d) The SPAC SEC Filings contain true and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror applicable SPAC Financial Statements”). Except as disclosed in the Acquiror SPAC SEC Filings, the Acquiror SPAC Financial Statements (i) fairly present in all material respects the financial position of AcquirorSPAC, as at the respective dates thereof, and the results of operations its operations, changes in shareholders’ equity and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) in the case of the audited SPAC Financial Statements, were audited in accordance with the standards of the PCAOB, (iv) were prepared from, and are in accordance in all material respects with, the books and records of SPAC, and (iiiv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereofthereof (including Regulation S-X or Regulation S-K, as applicable). The books and records of Acquiror SPAC have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorSPAC. Acquiror SPAC has not taken any action prohibited by Section 402 of the XxxxxxxxSxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror norExcept for otherwise disclosed in the SPAC SEC Filings, to the knowledge of Acquiror, neither SPAC (including any employee of Acquiror or Acquirorthereof) nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by AcquirorSPAC, (ii) any fraud, whether or not material, that involves AcquirorSPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror SPAC or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since July 30, 2020, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since July 30, 2020, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of The Nasdaq Stock Market LLC (“Nasdaq”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on Nasdaq. (d) The Acquiror SEC Filings contain true and complete copies of the audited unaudited balance sheet as of May 17September 30, 20222020, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25March 31, 2021 2020 (inception) through May 17September 30, 20222020, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the XxxxxxxxSxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) The Acquiror Financial Statements (defined in Section 5.6(d)) and notes of Acquiror contained or incorporated by reference in the Acquiror SEC Filings, fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and cash flows of Acquiror at the respective dates of and for the periods referred to in such financial statements, and complied with (i) GAAP methodologies applied on a consistent basis throughout the periods involved and (ii) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable). (c) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each director and executive officer of Acquiror Axxxxxxx has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (cd) The Acquiror SEC Filings contain true and complete copies of (i) the audited balance sheet as of May 17November 30, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25December 6, 2021 (inception) through May 17November 30, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC FilingsFilings or as otherwise set forth in Section 5.6 of the Acquiror Disclosure Letter, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the XxxxxxxxSxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SEC Filings, Acquiror has established and maintains and, since the Acquiror IPO Date, has maintained disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiariessubsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and and, since the Acquiror IPO Date, has maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since the Acquiror IPO Date, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. The issued and outstanding shares of Acquiror Class A Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq. There is no Action pending or, to the knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Stock or prohibit or terminate the listing of Acquiror Class A Stock on the Nasdaq. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17December 31, 20222020, and statement of operations, cash flow and shareholders’ equity and cash flows of Acquiror for the period from February 25, 2021 the Acquiror Inception Date (inception) through May 17December 31, 20222020, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), ) and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror are, and since the Acquiror Inception Date have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Except in connection with the SEC Guidance, neither Acquiror nor, to the knowledge of Acquiror, any employee of independent auditor or Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorZanite’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror Zanite has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to AcquirorZanite, including its consolidated Subsidiaries, if any, is made known to AcquirorZanite’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Except for the Zanite Accounting Matters, such disclosure controls and (ii) be procedures are effective in timely alerting AcquirorZanite’s principal executive officer and principal financial officer to material information required to be included in AcquirorZanite’s periodic reports required under the Exchange Act. Acquiror Except for the Zanite Accounting Matters, since November 16, 2020, Zanite has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorZanite’s financial reporting and the preparation of Acquiror the Zanite Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror Zanite has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Zanite has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since November 16, 2020, Zanite has complied in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq, other than Zanite’s temporary non-compliance with Nasdaq Listing Rule 5250(c)(1) relating to the Zanite Q1 2021 10-Q, pursuant to which Zanite received notice from Nasdaq on May 28, 2021 (the “Zanite Nasdaq Notice”), which non-compliance has since been remedied. Zanite Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the Knowledge of Zanite, threatened against Zanite by Nasdaq or the SEC with respect to any intention by such entity to deregister Zanite Class A Common Stock or prohibit or terminate the listing of Zanite Class A Common Stock on Nasdaq. (d) The Acquiror Zanite SEC Filings contain true and complete copies of the audited balance sheet as of May 17December 31, 20222020, and statement of operations, cash flow and shareholdersstockholders’ equity of Acquiror Zanite for the period from February 25August 7, 2021 2020 (inception) through May 17December 31, 20222020, together with the auditor’s reports notes thereon (the “Acquiror Zanite Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Zanite Financial Statements (i) fairly have been prepared from the books and records of Zanite, (ii) present fairly, in all material respects respects, the state and the financial position of AcquirorZanite, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (iiiii) were have been prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), ) and (iiiiv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof, except for any presentation, preparation and/or compliance arising out of the Zanite Accounting Matters. The books and records of Acquiror Zanite have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror Zanite to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorZanite. Acquiror Zanite has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director Except for the material weakness in Zanite’s system of internal accounting controls resulting from the Zanite Accounting Matters disclosed in the Zanite SEC Filings prior to the date hereof, Zanite has not identified or officer been made aware of Acquiror nor(and, to the knowledge Knowledge of AcquirorZanite, any employee none of Acquiror Zanite Employees or Acquiror’s independent auditors has identified or been made aware of of) (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by AcquirorZanite, (ii) any fraud, whether or not material, that involves AcquirorZanite or any of Zanite’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror Zanite or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorFLAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act Act, or as otherwise set forth in “smaller reporting company” within the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under meaning of the Exchange Act). Such disclosure controls and procedures are designed to , since its incorporation, (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror FLAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorFLAC’s financial reporting and the preparation of Acquiror the FLAC Financial Statements for external purposes in accordance with GAAPGAAP and (ii) FLAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to FLAC is made known to FLAC’s principal executive officer and principal financial officer by others within FLAC. (b) To the knowledge of Acquiror, except as set forth in FLAC has not taken any action prohibited by Section 6.6(b) 402 of the Acquiror Disclosure LetterXxxxxxxx-Xxxxx Act. (c) Since its incorporation, each director FLAC has complied in all material respects with all applicable listing and executive officer corporate governance rules and regulations of Acquiror has filed with the SEC on a timely basis all statements required by Nasdaq. The issued and outstanding (i) FLAC Units, (ii) FLAC Class A Shares and (iii) FLAC Warrants are registered pursuant to Section 16(a12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the rules and regulations promulgated thereunderdate of this Agreement, there is no material Proceeding pending or, to the knowledge of FLAC, threatened against FLAC by Nasdaq or the SEC with respect to any intention by such entity to deregister FLAC Units, FLAC Class A Shares or FLAC Warrants or prohibit or terminate the listing of such units, FLAC Class A Shares or FLAC Warrants on Nasdaq. FLAC has not taken any action that is designed to terminate the registration of FLAC Units, FLAC Class A Shares or FLAC Warrants under the Exchange Act. (cd) The Acquiror SEC Filings contain true and complete copies of the FLAC’s audited balance sheet sheets as of May 17October 7, 20222020, December 31, 2020 and statement December 31, 2021 and the related audited statements of operations, cash flow and changes in shareholders’ equity deficit and cash flows of Acquiror FLAC for the period from February 25October 7, 2020 to October 7, 2020, the period from October 7, 2020 through December 31, 2020 and the year ended December 31, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror FLAC Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements ) (i) fairly present in all material respects the financial position of Acquiror, FLAC as at the respective dates thereof, and the results of operations its operations, shareholders’ equity and consolidated cash flows for the respective periods then endedended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except except, in the case of any audited financial statements, as may be indicated therein or in the notes theretothereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited FLAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iiiiv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. thereof (including Regulation S-X or Regulation S-K, as applicable). (e) The books unaudited consolidated balance sheets of FLAC as of March 31, 2022 and records of Acquiror have beenMarch 31, 2021, June 30, 2022 and June 30, 2021, and are beingthe related unaudited statements of operations, maintained changes in shareholders’ deficit and cash flows of FLAC for each of the three-month and six-month periods then ended and the related notes thereto, when delivered following the date of this Agreement in accordance with Section 5.17 (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) will fairly present, in all material respects, the financial position, results of operations and cash flows of the FLAC as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein and (iii) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (f) FLAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and any other applicable legal to maintain accountability for FLAC’s and accounting requirementsits Subsidiaries’ assets. FLAC maintains and, for all periods covered by the FLAC Financial Statements, has maintained books and records of FLAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of FLAC in all material respects. (dg) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror Since its incorporation, FLAC has not taken received any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director written complaint, allegation, assertion or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of claim that there is (i) any a “significant deficiency or material weakness deficiency” in the system internal controls over financial reporting of internal accounting controls utilized by AcquirorFLAC to FLAC’s knowledge, (ii) any a “material weakness” in the internal controls over financial reporting of FLAC to FLAC’s knowledge or (iii) fraud, whether or not material, that involves Acquiror’s management or other employees of FLAC who have a significant role in the preparation internal controls over financial reporting of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingFLAC.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to AcquirorSPAC, including its consolidated Subsidiaries, if any, is made known to AcquirorSPAC’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting AcquirorSPAC’s principal executive officer and principal financial officer to material information required to be included in AcquirorSPAC’s periodic reports required under the Exchange Act. Acquiror Since May 2, 2022, SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorSPAC’s financial reporting and the preparation of Acquiror SPAC Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror SPAC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. SPAC has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Except as set forth in Section 6.7(c) of the SPAC Disclosure Letter, since May 2, 2022, SPAC has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market (“NASDAQ”). The Acquiror SPAC Class A Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on NASDAQ. There is no Legal Proceeding pending or, to the knowledge of SPAC, threatened against SPAC by NASDAQ or the SEC with respect to any intention by such entity to deregister the SPAC Class A Ordinary Shares or prohibit or terminate the listing of SPAC Class A Ordinary Share on NASDAQ. (d) The SPAC SEC Filings contain true and complete copies of the audited balance sheet as of May 17March 31, 20222023, and statement of operations, cash flow and shareholders’ equity of Acquiror SPAC for the period from February 25May 2, 2021 2022 (inception) through May 17March 31, 20222023, together with the auditor’s reports thereon (the “Acquiror SPAC Financial Statements”). Except as disclosed in the Acquiror SPAC SEC Filings, the Acquiror SPAC Financial Statements (i) fairly present in all material respects the financial position of AcquirorSPAC, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror SPAC have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorSPAC. Acquiror SPAC has not taken any action prohibited by Section 402 of the XxxxxxxxSxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror norExcept for otherwise disclosed in the SPAC SEC Filings, to the knowledge of Acquiror, neither SPAC (including any employee of Acquiror or Acquirorthereof) nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by AcquirorSPAC, (ii) any fraud, whether or not material, that involves AcquirorSPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror SPAC or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by or “smaller reporting company” within the JOBS Act or as otherwise set forth in the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under meaning of the Exchange Act). Such disclosure controls and procedures are designed to , since its initial public offering, (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements Acquiror’s financial statements for external purposes in accordance with GAAPGAAP and (ii) Acquiror has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Acquiror is made known to Acquiror’s principal executive officer and principal financial officer by others within Acquiror. (b) To the knowledge of Acquiror, except as set forth in Acquiror has not taken any action prohibited by Section 6.6(b) 402 of the Xxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Acquiror Disclosure Letter, each director has complied in all material respects with all applicable listing and executive officer corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding shares of Acquiror has filed with the SEC on a timely basis all statements required by Class A Common Stock are registered pursuant to Section 16(a12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the rules and regulations promulgated thereunderdate of this Agreement, there is no material Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister shares of Acquiror Class A Common Stock or prohibit or terminate the listing of shares of Acquiror Class A Common Stock on Nasdaq. Acquiror has not taken any action that is designed to terminate the registration of shares of Acquiror Class A Common Stock under the Exchange Act. (cd) The Acquiror SEC Filings Reports contain true and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “applicable Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the The Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, Acquiror as at the respective dates thereof, and the results of operations its operations, shareholders’ equity and consolidated cash flows for the respective periods then endedended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except except, in the case of any audited financial statements, as may be indicated therein or in the notes theretothereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Acquiror Financial Statements, were audited in accordance with the standards of the PCAOB and (iiiiv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereofthereof (including Regulation S-X or Regulation S-K, as applicable). The Acquiror acknowledges that (i) the staff of the SEC (the “Staff”) issued the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition companies on April 12, 2021 (the “Statement”), (ii) Acquiror continues to review the Statement and its implications, including on the financial statements and other information included in the Acquiror SEC Reports and (iii) any restatement, revision or other modification of the Acquiror SEC Reports in connection with such review of the Statement or any subsequent agreements, Orders, comments or other guidance from the Staff of the SEC regarding the accounting policies of Acquiror shall not be deemed material for purposes of this Agreement. (e) Acquiror has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Acquiror’s and its Subsidiaries’ assets. Xxxxxxxx maintains and, for all periods covered by the Acquiror Financial Statements, has maintained books and records of Acquiror have beenin the ordinary course of business that are designed to provide reasonable assurance regarding the accuracy and completeness thereof and reflect the revenues, expenses, assets and are being, maintained liabilities of Acquiror in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsrespects. (df) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Since its incorporation, Acquiror has not taken received any action prohibited by Section 402 written notification of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any a “significant deficiency or material weakness deficiency” in the system internal controls over financial reporting of internal accounting controls utilized by Acquiror to Acquiror’s knowledge, (ii) any a “material weakness” in the internal controls over financial reporting of Acquiror to Acquiror’s knowledge or (iii) fraud, whether or not material, that involves Acquiror’s management or other employees of Acquiror who have a significant role in the preparation internal controls over financial reporting of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingAcquiror.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of AcquirorSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act Act, or as otherwise set forth in “smaller reporting company” within the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under meaning of the Exchange Act). Such disclosure controls and procedures are designed to , since its IPO, (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorSPAC’s financial reporting and the preparation of Acquiror Financial Statements SPAC’s financial statements for external purposes in accordance with GAAPGAAP and (ii) SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to SPAC is made known to SPAC’s principal executive officer and principal financial officer by others within SPAC. Such disclosure controls and procedures are effective in timely alerting SPAC’s principal executive officer and principal financial officer to material information required to be included in SPAC’s financial statements included in SPAC’s periodic reports required under the Exchange Act. (b) To the knowledge of Acquiror, except as set forth in SPAC has not taken any action prohibited by Section 6.6(b) 402 of the Acquiror Disclosure Letter, each director and Xxxxxxxx-Xxxxx Act. There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror SPAC. (c) Since its IPO, SPAC has filed complied in all material respects with the SEC on a timely basis all statements required by applicable listing and corporate governance rules and regulations of NYSE. The issued and outstanding SPAC Units are registered pursuant to Section 16(a12(b) of the Exchange Act and are listed for trading on NYSE under the rules symbol “OCA”. The issued and regulations promulgated thereunderoutstanding SPAC Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NYSE under the symbol “OCA”. The issued and outstanding SPAC Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NYSE under the symbol “OCA”. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of SPAC, threatened against SPAC by NYSE or the SEC with respect to any intention by such entity to deregister the SPAC Units, SPAC Shares or SPAC Warrants or prohibit or terminate the listing of the SPAC Units, SPAC Shares or SPAC Warrants on NYSE. Neither SPAC nor any of its Affiliates has taken any action that is designed to terminate the registration of the SPAC Units, SPAC Shares or SPAC Warrants under the Exchange Act except as contemplated by this Agreement. SPAC has not received any notice from NYSE or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the SPAC Units, SPAC Shares or SPAC Warrants from NYSE or the SEC. (cd) The Acquiror Except as set forth on Section 4.14(d) of the SPAC Disclosure Schedules, the SPAC SEC Filings Reports contain true and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror applicable SPAC Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror The SPAC Financial Statements (i) fairly present in all material respects the financial position of Acquiror, SPAC as at the respective dates thereof, and the results of operations its operations, shareholders’ equity and consolidated cash flows for the respective periods then endedended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except except, in the case of any audited financial statements, as may be indicated therein or in the notes theretothereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited SPAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iiiiv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books thereof (including Regulation S-X or Regulation S-K, as applicable). (e) SPAC has established and records maintains systems of Acquiror have beeninternal accounting controls that are designed to provide, and are being, maintained in all material respects respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and any other applicable legal to maintain accountability for SPAC’s assets. SPAC maintains and, for all periods covered by the SPAC Financial Statements, has maintained books and accounting requirementsrecords of SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of SPAC in all material respects. (df) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror Since its incorporation, SPAC has not taken received any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director or officer of Acquiror norwritten complaint, or, to the knowledge of AcquirorSPAC, any employee of Acquiror allegation, assertion or Acquiror’s independent auditors has identified or been made aware of claim that there is (i) any a “significant deficiency or material weakness deficiency” in the system internal controls over financial reporting of internal accounting controls utilized by AcquirorSPAC, (ii) any a “material weakness” in the internal controls over financial reporting of SPAC or (iii) fraud, whether or not material, that involves Acquiror’s management or other employees of SPAC who have a significant role in the preparation internal controls over financial reporting of financial statements or the internal accounting controls utilized by Acquiror or SPAC. (iiig) any claim or allegation regarding any As of the foregoingdate hereof, there are no outstanding SEC comments from the SEC with respect to the SPAC SEC Reports. None of the SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of AcquirorTailwind’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act Act, or as otherwise set forth in “smaller reporting company” within the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under meaning of the Exchange Act). Such disclosure controls and procedures are designed to , since its initial public offering, (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror Tailwind has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorTailwind’s financial reporting and the preparation of Acquiror Financial Statements Tailwind’s financial statements for external purposes in accordance with GAAPGAAP and (ii) Tailwind has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Tailwind is made known to Tailwind’s principal executive officer and principal financial officer by others within Tailwind. (b) To the knowledge of Acquiror, except as set forth in Tailwind has not taken any action prohibited by Section 6.6(b) 402 of the Acquiror Disclosure LetterSxxxxxxx-Xxxxx Act. (c) Since its initial public offering, each director Tailwind has complied in all material respects with all applicable listing and executive officer corporate governance rules and regulations of Acquiror has filed with the SEC on a timely basis all statements required by NYSE. The classes of securities representing issued and outstanding Tailwind Class A Shares are registered pursuant to Section 16(a12(b) of the Exchange Act and are listed for trading on NYSE. As of the rules and regulations promulgated thereunderdate of this Agreement, there is no material Proceeding pending or, to Tailwind’s knowledge, threatened against Tailwind by NYSE or the SEC with respect to any intention by such entity to deregister Tailwind Class A Shares or prohibit or terminate the listing of Tailwind Class A Shares on NYSE. Tailwind has not taken any action that is designed to terminate the registration of Tailwind Class A Shares under the Exchange Act. (cd) The Acquiror Tailwind SEC Filings Reports contain true and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror applicable Tailwind Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror The Tailwind Financial Statements (i) fairly present in all material respects the financial position of Acquiror, Tailwind as at the respective dates thereof, and the results of operations its operations, stockholders’ equity and consolidated cash flows for the respective periods then endedended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of notes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except except, in the case of any audited financial statements, as may be indicated therein or in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of notes thereto), (iii) in the case of the audited Tailwind Financial Statements, were audited in accordance with the standards of the PCAOB and (iiiiv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Tailwind has established and records maintains systems of Acquiror have beeninternal accounting controls that are designed to provide, and are being, maintained in all material respects respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and any other applicable legal to maintain accountability for Tailwind’s and accounting requirementsits Subsidiaries’ assets. Tailwind maintains and, for all periods covered by the Tailwind Financial Statements, has maintained books and records of Tailwind in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Tailwind in all material respects. (df) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror Since its incorporation, Tailwind has not taken received any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director written complaint, allegation, assertion or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of claim that there is (i) any a “significant deficiency or material weakness deficiency” in the system internal controls over financial reporting of internal accounting controls utilized by AcquirorTailwind, (ii) any a “material weakness” in the internal controls over financial reporting of Tailwind or (iii) fraud, whether or not material, that involves Acquiror’s management or other employees of Tailwind who have a significant role in the preparation internal controls over financial reporting of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingTailwind.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of AcquirorSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act Act, or as otherwise set forth in “smaller reporting company” within the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under meaning of the Exchange Act). Such disclosure controls and procedures are designed to , since its IPO, (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorSPAC’s financial reporting and the preparation of Acquiror the SPAC Financial Statements for external purposes in accordance with GAAPGAAP and (ii) SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to SPAC is made known to SPAC’s principal executive officer and principal financial officer by others within SPAC. Such disclosure controls and procedures are effective in timely alerting SPAC’s principal executive officer and principal financial officer to material information required to be included in the SPAC Financial Statements included in SPAC’s periodic reports required under the Exchange Act. (b) To the knowledge of Acquiror, except as set forth in SPAC has not taken any action prohibited by Section 6.6(b) 402 of the Acquiror Disclosure Letter, each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”)Xxxxxxxx-Xxxxx Act. Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorSPAC. (c) Since its IPO, SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. Acquiror The issued and outstanding SPAC Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “ISRLU”. The issued and outstanding SPAC Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “ISRL”. The issued and outstanding SPAC Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “ISRLW”. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of SPAC, threatened against SPAC by Nasdaq or the SEC with respect to any intention by such entity to deregister the SPAC Units, SPAC Shares or SPAC Warrants or prohibit or terminate the listing of the SPAC Units, SPAC Shares or SPAC Warrants on Nasdaq. Neither SPAC nor any of its Affiliates has not taken any action prohibited by Section 402 that is designed to terminate the registration of the Xxxxxxxx-Xxxxx ActSPAC Units, SPAC Shares or SPAC Warrants under the Exchange Act except as contemplated by this Agreement. SPAC has not received any notice from Nasdaq or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the SPAC Units, SPAC Shares or SPAC Warrants from Nasdaq or the SEC. (d) SPAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for SPAC’s assets. SPAC maintains and, for all periods covered by the SPAC Financial Statements, has maintained books and records of SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of SPAC in all material respects. (e) Neither Acquiror nor Since its incorporation, SPAC has not received any director written complaint, allegation, assertion or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of claim that there is (i) any a “significant deficiency or material weakness deficiency” in the system internal controls over financial reporting of internal accounting controls utilized by AcquirorSPAC, (ii) any frauda “material weakness” in the internal controls over financial reporting of SPAC or (iii) Fraud, whether or not material, that involves Acquiror’s management or other employees of SPAC who have a significant role in the preparation internal controls over financial reporting of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingSPAC.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements the Acquiror’s financial statements for external purposes in accordance with GAAP, and the Acquiror’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to the Acquiror’s auditors and the audit committee of the Board of Directors of Acquiror (i) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Acquiror’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. (b) To the knowledge of AcquirorSince March 2, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter2021, each director and executive officer of Acquiror has filed complied in all material respects with the SEC on a timely basis all statements required by applicable listing and corporate governance rules and regulations of The New York Stock Exchange (“NYSE”). The Acquiror Class A Ordinary Shares are registered pursuant to Section 16(a12(b) of the Exchange Act and is listed for trading on NYSE. There is no Legal Proceeding pending or, to the rules and regulations promulgated thereunderknowledge of Acquiror, threatened against Acquiror by NYSE or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Ordinary Shares or prohibit or terminate the listing of Acquiror Class A Ordinary Shares on NYSE. (c) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17December 31, 20222021, and the statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25December 23, 2021 2020 (inception) through May 17December 31, 20222021, together with the auditor’s reports thereon thereon, the unaudited balance sheet as of March 31, 2022 and the unaudited statement of operations, cash flow and shareholders’ equity of Acquiror for the period from December 31, 2021 through March 31, 2022, together with the notes thereto (collectively, the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then endedended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and, in the case of the unaudited interim financial statements, the absence of footnotes or the inclusion of limited footnotes), and (iii) comply in all material respects with the applicable accounting requirements and with the applicable rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director or officer of Acquiror nor(including, to the knowledge of Acquiror, any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, Acquiror or (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingAcquiror.

Internal Controls; Listing; Financial Statements. Except as set forth on Section 5.6 of the Acquiror Disclosure Letter: (a) Except except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which it reasonably believes is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP.; (b) To to the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each director and executive officer of Acquiror Xxxxxxxx has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder.; (c) The the Acquiror SEC Filings contain true and complete copies of the (x) audited balance sheet of Acquiror as of May 17December 31, 2023 and December 31, 2022, and statement (y) statements of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25September 15, 2021 2022 (inception) through May 17December 31, 2022, and for the year ended December 31, 2023, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations operations, changes in shareholders’ equity, and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof, and (iv) prepared in accordance with PCAOB standards. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.; (d) There there are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act.; and (e) Neither except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SEC Filings, Acquiror maintains systems of internal control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Acquiror maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Acquiror has delivered to the Company a true and complete copy (if any) of any disclosure (or, if unwritten, a summary thereof) by any representative of Acquiror to Acquiror’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of Acquiror to record, process, summarize and report financial data. Acquiror has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of Acquiror; (f) neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror Acquiror, or Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each director and executive officer of Acquiror Axxxxxxx has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) The Acquiror SEC Filings contain true and complete copies of (i) the audited balance sheet as of May 17December 31, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25January 19, 2021 2022 (inception) through May 17December 31, 2022, together with the auditor’s reports thereon and (ii) the unaudited balance sheet as of June 30, 2023, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from January 1, 2023 through June 30, 2023 (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC FilingsFilings or as otherwise set forth in Section 6.6 of the Acquiror Disclosure Letter, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then endedended (subject, in the case of the Acquiror Financial Statements as of and for the six months ended June 30, 2023, to normal year-end adjustment and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and subject, in the case of the Acquiror Financial Statements as of and for the six months ended June 30, 2023, to normal year-end adjustment and the absence of footnotes), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the XxxxxxxxSxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since August 20, 2020, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To Except for the knowledge of AcquirorForm 4 filed on October 26, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter2020, each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) Since August 20, 2020, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange (the “NYSE”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on the NYSE. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by the NYSE or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on the NYSE. (d) The Acquiror SEC Filings contain true and complete copies of the audited unaudited condensed balance sheet as of May 17September 30, 20222020, and condensed statement of cash flows for the period from June 4, 2020 (inception) through September 30, 2020, condensed statement of operations, cash flow and changes in shareholders’ equity of Acquiror for the three months ended September 30, 2020 and the period from February 25June 4, 2021 2020 (inception) through May 17September 30, 20222020, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since March 18, 2021, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP, except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Acquiror to consummate the transactions contemplated by this Agreement. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since March 18, 2021, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq Stock Market LLC (“Nasdaq”), except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Acquiror to consummate the transactions contemplated by this Agreement. The Acquiror SEC Filings contain true and complete copies Class A Ordinary Shares are registered pursuant to Section 12(b) of the audited balance sheet as Exchange Act and is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the knowledge of May 17Acquiror, 2022, and statement of operations, cash flow and shareholders’ equity threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Ordinary Shares or prohibit or terminate the listing of Acquiror for the period from February 25, 2021 Class A Ordinary Shares on Nasdaq. (inceptiond) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof, except, with respect to each of clauses (i), (ii) and (iii), as would not have, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Acquiror to consummate the transactions contemplated by this Agreement. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements, except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Acquiror to consummate the transactions contemplated by this Agreement. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act.. Table of Contents (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iiiii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorParent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct, Acquiror Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 13a-15(e) under the Exchange Act). Such disclosure controls and procedures are designed to (i) reasonably ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, Parent is made known to AcquirorParent’s principal executive officer and its principal financial officer management by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being preparedParent; and (ii) be effective in all material respects to perform the functions for which they were established, including but not limited to the timely alerting Acquirorof Parent’s principal executive officer and principal financial officer to material information required to be included in AcquirorParent’s periodic reports required under the Exchange Act. Acquiror Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 13a-15(f) under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorParent’s financial reporting and the preparation of Acquiror Financial Statements Parent’s financial statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure LetterParent, each director and executive officer of Acquiror Parent has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror Parent SEC FilingsFilings or as otherwise set forth on Section 5.6(c) of the Parent Disclosure Schedule, the Acquiror Financial Statements financial statements of Parent included in the Parent SEC Filings (i) fairly present in all material respects the financial position of AcquirorParent, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror Parent have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorParent. Acquiror Parent has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror Except as disclosed in the Parent SEC Filings or as otherwise set forth on Section 5.6(e) of the Parent Disclosure Schedule, neither Parent nor any director or officer of Acquiror Parent nor, to the knowledge of AcquirorParent, any employee of Acquiror Parent or AcquirorParent’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by AcquirorParent, (ii) any fraud, whether or not material, that involves AcquirorParent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror Parent or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since September 16, 2020, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since September 16, 2020, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange (the “NYSE”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on the NYSE. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by the NYSE or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on the NYSE. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17September 21, 20222020, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25July 3, 2021 2020 (inception) through May 17August 4, 20222020, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of AcquirorSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act Act, or as otherwise set forth in “smaller reporting company” within the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under meaning of the Exchange Act). Such disclosure controls , since its IPO, and procedures are designed to except as has been disclosed in the SEC Reports (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorSPAC’s financial reporting and the preparation of Acquiror Financial Statements the SPAC financial statements for external purposes in accordance with GAAP. GAAP and (bii) To SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the knowledge of Acquiror, except as set forth in Section 6.6(bExchange Act) of the Acquiror Disclosure Letter, each director and designed to ensure that material information relating to SPAC is made known to SPAC’s principal executive officer of Acquiror has filed with the SEC on a timely basis all statements required and principal financial officer by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”)others within SPAC. Except as disclosed in the Acquiror SEC FilingsReports, the Acquiror Financial Statements (i) fairly present such disclosure controls and procedures are effective in all timely alerting SPAC’s principal executive officer and principal financial officer to material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may information required to be indicated therein or included in the notes thereto), and (iii) comply SPAC financial statements included in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, SPAC’s periodic reports required under the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsAct. (db) SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. There are no outstanding loans or other extensions of credit made by Acquiror SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorSPAC. (c) Since its IPO, SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of the NYSE. Acquiror The issued and outstanding SPAC Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE. The issued and outstanding SPAC Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE. The issued and outstanding SPAC Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of SPAC, threatened against SPAC by the NYSE or the SEC with respect to any intention by such entity to deregister the SPAC Units, SPAC Shares or SPAC Warrants or prohibit or terminate the listing of the SPAC Units, SPAC Shares or SPAC Warrants on the NYSE. Neither SPAC nor any of its Affiliates has not taken any action prohibited by Section 402 that is designed to terminate the registration of the Xxxxxxxx-Xxxxx SPAC Units, SPAC Shares or SPAC Warrants under the Exchange Act. (d) SPAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for SPAC’s assets. SPAC maintains and, for all periods covered by the SPAC financial statements, has maintained books and records of SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of SPAC in all material respects. (e) Neither Acquiror nor Since its incorporation, SPAC has not received any director written complaint, allegation, assertion or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of claim that there is (i) any a “significant deficiency or material weakness deficiency” in the system internal controls over financial reporting of internal accounting controls utilized by AcquirorSPAC, (ii) any a “material weakness” in the internal controls over financial reporting of SPAC or (iii) fraud, whether or not material, that involves Acquiror’s management or other employees of SPAC who have a significant role in the preparation internal controls over financial reporting of financial statements or SPAC. (f) To the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any knowledge of SPAC, none of the foregoingSEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . Such disclosure controls and (ii) be procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since March 18, 2021, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP, except as would not, or would not reasonably be expected to, materially and adversely impact the business of Acquiror and its Subsidiaries, taken as a whole. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act, except as would not, or would not reasonably be expected to, materially and adversely impact the business of Acquiror and its Subsidiaries, taken as a whole. (c) Since March 18, 2021, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Stock Market LLC (“Nasdaq”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on Nasdaq. (d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17January 12, 20222021 and December 31, 2020, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25January 1, 2021 through January 12, 2021 and December 8, 2020 (inception) through May 17December 31, 20222020, together with the notes thereto and auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereofthereof (taking into account the notes thereto), and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof, except (with respect to each of clauses (i), (ii) and (iii)) as would not, or would not reasonably be expected to, materially and adversely impact the business of Acquiror and its Subsidiaries, taken as a whole. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements, except as would not, or would not reasonably be expected to, materially and adversely impact the business of Acquiror and its Subsidiaries, taken as a whole. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, (including any employee of Acquiror or thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorParent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to AcquirorParent, including its consolidated Subsidiaries, if any, is made known to AcquirorParent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; . To Parent’s Knowledge, such disclosure controls and (ii) be procedures are effective in timely alerting AcquirorParent’s principal executive officer and principal financial officer to material information required to be included in AcquirorParent’s periodic reports required under the Exchange Act. Acquiror Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably that, to Parent’s Knowledge, are sufficient to provide reasonable assurance regarding the reliability of AcquirorParent’s financial reporting and the preparation of Acquiror Financial Statements Parent’s financial statements for external purposes in accordance with GAAPGAAP and there have been no significant deficiencies or material weakness in Parent’s internal control over financial reporting (whether or not remediated) and no change in Parent’s control over financial reporting that has materially affected, or is reasonably likely to materially affect Parent’s internal control over financial reporting. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) As of the Acquiror Disclosure Letterdate hereof, each director and executive officer of Acquiror Parent has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Parent has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) The Acquiror Parent Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on NASDAQ. There is no Action pending or, to the Knowledge of Parent, threatened against Parent by NASDAQ or the SEC with respect to any intention by such entity to deregister the Parent Class A Common Stock or prohibit or terminate the listing of Parent Class A Common Stock on NASDAQ. (d) The financial statements and notes contained or incorporated by reference in the Parent SEC Filings contain true and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position condition and the results of Acquiroroperations, changes in stockholders’ equity and cash flows of Parent as at the respective dates thereofof, and the results of operations and consolidated cash flows for the respective periods then endedreferred to, in such financial statements, all in accordance with: (i) GAAP; and (ii) were prepared Regulation S-X or Regulation S-K, as applicable, subject, in conformity with GAAP applied on a consistent basis during the periods involved case of interim financial statements, to normal recurring year-end adjustments (except as may be indicated therein the effect of which will not, individually or in the notes thereto)aggregate, and (iiibe material) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable. Parent has no off-balance sheet arrangements that are not disclosed in effect as the Parent SEC Filings. No financial statements other than those of Parent are required by GAAP to be included in the respective dates thereof. The books and records consolidated financial statements of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsParent. (de) There are no outstanding loans or other extensions of credit made by Acquiror Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorParent. Acquiror Parent has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, Parent (including any employee of Acquiror or Acquirorthereof) nor Parent’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by AcquirorParent, (ii) any fraudActual Fraud, whether or not material, that involves AcquirorParent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror Parent or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act or as otherwise set forth in the Acquiror SEC FilingsAct”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, Acquiror is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entitiesAcquiror, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since February 8, 2021, Acquiror has established and maintained a system of “internal controls over financial reporting reporting” (as defined in Rule 13a-15 Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since February 8, 2021, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Capital Market (“NASDAQ”). The Acquiror Class A Common Stock, the Acquiror Units and the Acquiror Public Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NASDAQ. There is no Legal Proceeding pending or, to the Knowledge of Acquiror, threatened against Acquiror by NASDAQ or the SEC with respect to any intention by such entity to delist or to deregister the Acquiror Class A Common Stock, the Acquiror Units or the Acquiror Public Warrants. None of Acquiror or Merger Sub or their respective Affiliates has taken any action in an attempt to terminate the registration or listing of the Acquiror Class A Common Stock, the Acquiror Units or the Acquiror Public Warrants under the Exchange Act or on NASDAQ, as applicable, except as contemplated by this Agreement. (d) The Acquiror SEC Filings contain true true, correct and complete copies of (x) the audited balance sheet as of May 17December 31, 20222020, and statement audited statements of operations, cash flow and shareholderschanges in stockholders’ equity and cash flows of Acquiror for the period from February 25October 29, 2021 (inception) through May 17December 31, 20222020, together with the auditor’s reports thereon thereon, of Acquiror, (y) the audited balance sheet as of February 11, 2021, together with the auditor’s reports thereon, of Acquiror and (z) the unaudited condensed balance sheet as of March 31, 2021, and unaudited condensed statements of operations, changes in stockholders’ equity and cash flows, of Acquiror for the three (3) months ended March 31, 2021 (collectively, the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then endedended (subject, in the case of the unaudited Acquiror Financial Statements, to normal year-end adjustments that are not material in amount or kind and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)thereto and, in the case of the unaudited Acquiror Financial Statements, the absence of footnotes or the inclusion of limited footnotes) and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (de) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. . (f) Except as set forth in Acquiror SEC Filings filed prior to the date of this Agreement, Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of, and has not received from any independent auditor of Acquiror any written notification of, (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any written claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s Xxxxxxx’x status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act Act, or as otherwise set forth in “smaller reporting company” within the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under meaning of the Exchange Act). Such disclosure controls and procedures are designed to , since its initial public offering, (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror Carmell has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s Xxxxxxx’x financial reporting and the preparation of Acquiror Financial Statements Xxxxxxx’x financial statements for external purposes in accordance with GAAPGAAP and (ii) Xxxxxxx has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that information relating to Xxxxxxx is made known to Xxxxxxx’x principal executive officer and principal financial officer by others within Carmell. Such disclosure controls and procedures are effective in timely alerting Xxxxxxx’x principal executive officer and principal financial officer to material information required to be included in Xxxxxxx’x periodic reports required under the Exchange Act. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror Xxxxxxx has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Xxxxxxx has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ci) The Acquiror Carmell SEC Filings Reports contain true and complete copies of the financial statements (including all related notes and schedules thereto) of the Carmell Parties and (ii) Section 4.10(d) of the Carmell Disclosure Schedules contains a true and complete copy of the audited consolidated balance sheet of Carmell as of May 17December 31, 20222022 and the related audited consolidated statements of operations and comprehensive loss, and statement of operations, cash flow and shareholdersstockholders’ equity (deficit) and cash flows of Acquiror Carmell for the period from February 25, 2021 (inception) through May 17, 2022year then ended, together with the auditor’s reports thereon (clauses (i) and (ii) collectively, the “Acquiror Carmell Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror The Carmell Financial Statements (iA) fairly present in all material respects the financial position of Acquiror, Xxxxxxx as at of the respective dates thereof, and the results of operations its operations, stockholders’ equity and consolidated cash flows for the respective periods then ended, (iiB) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except except, in the case of any audited financial statements, as may be indicated therein or in the notes thereto), (C) in the case of the audited Carmell Financial Statements, were audited in accordance with the standards of the PCAOB and (iiiD) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereofthereof (including Regulation S-X or Regulation S-K, as applicable). (d) Xxxxxxx has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Xxxxxxx’x and its Subsidiaries’ assets. The books and records of Acquiror have beenXxxxxxx maintains and, and are beingfor all periods covered by the Carmell Financial Statements, maintained has maintained, in all material respects in accordance with GAAP and any other applicable legal Law, books and accounting requirementsrecords of Xxxxxxx in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and Liabilities of Carmell. (de) There are no outstanding loans or other extensions of credit made by Acquiror Xxxxxxx to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorCarmell. Acquiror Xxxxxxx has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (ef) Neither Acquiror nor Except as set forth in the Carmell SEC Reports, since its incorporation, neither Xxxxxxx (including any director or officer of Acquiror employee thereof) nor, to the knowledge of AcquirorCarmell, Xxxxxxx’x independent auditors, has received any employee of Acquiror written complaint, allegation, assertion or Acquiror’s independent auditors claim that there is, or there has identified or been made aware of been, (i) any a “significant deficiency or material weakness deficiency” in the system internal controls over financial reporting of internal accounting controls utilized by AcquirorCarmell, (ii) any a “material weakness” in the internal controls over financial reporting of Carmell or (iii) fraud, whether or not material, that involves Acquiror’s management or other employees of Xxxxxxx who have a role in the preparation internal controls over financial reporting of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingXxxxxxx.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorFLAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act Act, or as otherwise set forth in “smaller reporting company” within the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under meaning of the Exchange Act). Such disclosure controls and procedures are designed to , since its incorporation, (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror FLAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorFLAC’s financial reporting and the preparation of Acquiror the FLAC Financial Statements for external purposes in accordance with GAAPGAAP and (ii) FLAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to FLAC is made known to FLAC’s principal executive officer and principal financial officer by others within FLAC. (b) To the knowledge of Acquiror, except as set forth in FLAC has not taken any action prohibited by Section 6.6(b) 402 of the Acquiror Disclosure LetterXxxxxxxx-Xxxxx Act. (c) Since its incorporation, each director FLAC has complied in all material respects with all applicable listing and executive officer corporate governance rules and regulations of Acquiror has filed with the SEC on a timely basis all statements required by Nasdaq. The issued and outstanding (i) FLAC Units, (ii) FLAC Class A Shares and (iii) FLAC Warrants are registered pursuant to Section 16(a12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the rules and regulations promulgated thereunderdate of this Agreement, there is no material Proceeding pending or, to the knowledge of FLAC, threatened against FLAC by Nasdaq or the SEC with respect to any intention by such entity to deregister FLAC Units, FLAC Class A Shares or FLAC Warrants or prohibit or terminate the listing of such units, FLAC Class A Shares or FLAC Warrants on Nasdaq. FLAC has not taken any action that is designed to terminate the registration of FLAC Units, FLAC Class A Shares or FLAC Warrants under the Exchange Act. (cd) The Acquiror SEC Filings contain true and complete copies of the FLAC’s audited balance sheet sheets as of May 17October 7, 20222020, December 31, 2020 and statement December 31, 2021 and the related audited statements of operations, cash flow and changes in shareholders’ equity deficit and cash flows of Acquiror FLAC for the period from February 25October 7, 2020 to October 7, 2020, the period from October 7, 2020 through December 31, 2020 and the year ended December 31, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror FLAC Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, FLAC as at the respective dates thereof, and the results of operations its operations, shareholders’ equity and consolidated cash flows for the respective periods then endedended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except except, in the case of any audited financial statements, as may be indicated therein or in the notes theretothereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited FLAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iiiiv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. thereof (including Regulation S-X or Regulation S-K, as applicable). (e) The books unaudited consolidated balance sheets of FLAC as of March 31, 2022 and records of Acquiror have beenMarch 31, 2021, June 30, 2022 and June 30, 2021, and are beingthe related unaudited statements of operations, maintained changes in shareholders’ deficit and cash flows of FLAC for each of the three-month and six-month periods then ended and the related notes thereto, when delivered following the date of this Agreement in accordance with Section 5.17 (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) will fairly present, in all material respects, the financial position, results of operations and cash flows of the FLAC as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein and (iii) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (f) FLAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and any other applicable legal to maintain accountability for FLAC’s and accounting requirementsits Subsidiaries’ assets. FLAC maintains and, for all periods covered by the FLAC Financial Statements, has maintained books and records of FLAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of FLAC in all material respects. (dg) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror Since its incorporation, FLAC has not taken received any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Acquiror nor any director written complaint, allegation, assertion or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of claim that there is (i) any a “significant deficiency or material weakness deficiency” in the system internal controls over financial reporting of internal accounting controls utilized by AcquirorFLAC to FLAC’s knowledge, (ii) any a “material weakness” in the internal controls over financial reporting of FLAC to FLAC’s knowledge or (iii) fraud, whether or not material, that involves Acquiror’s management or other employees of FLAC who have a significant role in the preparation internal controls over financial reporting of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingFLAC.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorALPA’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act Act, or as otherwise set forth in “smaller reporting company” within the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under meaning of the Exchange Act). Such disclosure controls and procedures are designed to , since its initial public offering, (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror ALPA has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of AcquirorALPA’s financial reporting and the preparation of Acquiror Financial Statements ALPA’s financial statements for external purposes in accordance with GAAPGAAP and (ii) ALPA has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that information relating to ALPA is made known to XXXX’s principal executive officer and principal financial officer by others within ALPA. Such disclosure controls and procedures are effective in timely alerting ALPA’s principal executive officer and principal financial officer to material information required to be included in ALPA’s periodic reports required under the Exchange Act. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each Each director and executive officer of Acquiror ALPA has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. ALPA has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (c) Since its initial public offering, ALPA has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The Acquiror classes of securities representing issued and outstanding Class A Common Stock and ALPA Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. There is no Proceeding pending or, to the knowledge of ALPA, threatened against ALPA by Nasdaq or the SEC Filings with respect to any intention by such entity to deregister the Class A Common Stock or ALPA Warrants or prohibit or terminate the listing of Class A Common Stock or ALPA Warrants on Nasdaq. ALPA has not taken any action that is designed to terminate the registration of Class A Common Stock under the Exchange Act. (d) (i) The ALPA SEC Reports contain true and complete copies of the financial statements (including all related notes and schedules thereto) of ALPA and (ii) Section 4.13(d) of the ALPA Disclosure Schedules contains a true and complete copy of the audited consolidated balance sheet of ALPA as of May 17December 31, 20222020 and the related audited consolidated statements of operations and comprehensive loss, and statement of operations, cash flow and shareholdersstockholders’ equity (deficit) and cash flows of Acquiror ALPA for the period from February 25, 2021 (inception) through May 17, 2022year then ended, together with the auditor’s reports thereon (clauses (i) and (ii) collectively, the “Acquiror ALPA Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror The ALPA Financial Statements (iA) fairly present in all material respects the financial position of Acquiror, ALPA as at the respective dates thereof, and the results of operations its operations, stockholders’ equity and consolidated cash flows for the respective periods then ended, (iiB) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except except, in the case of any audited financial statements, as may be indicated therein or in the notes thereto), (C) in the case of the audited ALPA Financial Statements, were audited in accordance with the standards of the PCAOB and (iiiD) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereofthereof (including Regulation S-X or Regulation S-K, as applicable). (e) ALPA has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ALPA’s and its Subsidiaries’ assets. The books and records of Acquiror have beenALPA maintains and, and are beingfor all periods covered by the ALPA Financial Statements, maintained has maintained, in all material respects in accordance with GAAP and any other applicable legal Law, books and accounting requirementsrecords of ALPA in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and Liabilities of ALPA. (df) There are no outstanding loans or other extensions of credit made by Acquiror ALPA to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorALPA. Acquiror ALPA has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (eg) Neither Acquiror nor Since its incorporation, neither ALPA (including any director or officer of Acquiror employee thereof) nor, to the knowledge of AcquirorALPA, any employee of Acquiror or AcquirorXXXX’s independent auditors auditors, has identified received any written complaint, allegation, assertion or been made aware of claim that there is, or there has been, (i) any a “significant deficiency or material weakness deficiency” in the system internal controls over financial reporting of internal accounting controls utilized by AcquirorALPA, (ii) any a “material weakness” in the internal controls over financial reporting of ALPA or (iii) fraud, whether or not material, that involves Acquiror’s management or other employees of ALPA who have a role in the preparation internal controls over financial reporting of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoingALPA.