Business Combination and Ownership - The company completed a business combination with Northern Lights Acquisition Corp. for a total consideration of $185 million, consisting of $115 million in stock and $70 million in cash, with $56.9 million deferred[237]. - PCCU holds a 60.8% ownership stake in SHF Holdings, Inc. following the business combination, changing its status from Parent to majority shareholder[238]. - The deferred payment of $56.9 million from the business combination is structured to be paid in installments over five years, with a total of $38.5 million including interest[242]. - The estimated tax basis Goodwill balance from the business combination is $44,102,572, creating a deferred tax asset reported as Additional Paid-in Capital[251]. Financial Performance - The Company reported a total revenue of $8,752,887 for the six months ended June 30, 2023, representing an increase of 148.39% compared to $3,523,899 in the same period of 2022[264]. - Total revenue for the three months ended June 30, 2023, reached $4,572,508, up 146.79% from $1,852,789 in the same period of 2022[273]. - The Company reported total revenue of $6,672,502 for the six months ended June 30, 2023, compared to $3,436,731 for the same period in 2022, representing an increase of approximately 94.5%[338]. - The Company generated $1,071,124 in loan interest income for the six months ended June 30, 2023, a significant increase of 328.73% from $249,834 in 2022[264]. - Loan interest income for the three months ended June 30, 2023, was $604,831, reflecting a 231.24% increase from $182,598 in the same period of 2022[273]. - Total account fees for the six months ended June 30, 2023, were $717,945, reflecting a 53.22% increase from $468,572 in 2022[257]. Operational Metrics - Average monthly ending deposit balance increased to $226,798,931 for the six months ended June 30, 2023, up 58.79% from $142,833,436 in 2022[257]. - The number of average active accounts rose to 1,010 for the six months ended June 30, 2023, a 69.75% increase from 595 in 2022[257]. - CRB related deposits increased to $287,445,745 as of June 30, 2023, compared to $161,138,975 as of December 31, 2022, indicating a growth of approximately 78.5%[338]. - The capacity for CRB related loans funded by PCCU was limited to $122,898,704 as of June 30, 2023, down from $174,866,429 as of December 31, 2022[338]. Expenses and Losses - The Company incurred an operating loss of $19,534,436 for the six-month period ended June 30, 2023[287]. - For the six months ended June 30, 2023, total operating expenses increased to $28,287,323, a rise of 953.16% compared to $2,685,955 in the same period of 2022[270]. - Compensation and employee benefits for the six months ended June 30, 2023, rose to $6,199,851, an increase of 308.55% from $1,517,522 in the same period of 2022[270]. - The Company incurred operating expenses of $849,660 for the six months ended June 30, 2023, compared to $220,654 for the same period in 2022, reflecting a significant increase in operational costs[338]. Compliance and Regulatory Matters - SHF has successfully navigated 16 state and federal banking exams, demonstrating its compliance and operational capabilities in the cannabis financial services sector[230]. - The company offers compliance, validation, and monitoring services to financial institutions, ensuring adherence to regulatory requirements in the cannabis industry[230]. - The Company identified three material weaknesses in internal controls over financial reporting related to Revenue Recognition, Complex Financial Instruments, and Credit Losses as of June 30, 2023[329]. - The Company adopted the current expected credit loss (CECL) methodology in 2023, replacing the incurred loss methodology for estimating credit losses[309]. Agreements and Partnerships - The company has entered into a Commercial Alliance Agreement with PCCU, which governs the lending-related and account-related services, superseding previous agreements[240]. - Under the Commercial Alliance Agreement, PCCU receives a servicing fee of 0.25% on the outstanding principal balance of each loan funded by PCCU, and the Company is obligated to indemnify PCCU from certain default-related loan losses[334]. - The initial term of the Commercial Alliance Agreement is for two years, with a one-year automatic renewal unless a party provides 120 days' written notice prior to the end of the term[335]. - The Commercial Alliance Agreement stipulates that the Company will share 75% of the investment and interest income earned on CRB deposits held at PCCU[335]. Asset and Liability Management - The Company reported a contract asset of $1,980 and a contract liability of $60,382 as of June 30, 2023[285]. - The Company recognized a noncash goodwill impairment charge of $13.21 million for the three and six months ended June 30, 2023, reducing goodwill from $19.27 million to $6.06 million[319][322]. - An impairment charge of $3.68 million was recognized for market-related intangible assets as of June 30, 2023, while no impairment was recorded for developed technologies[325]. - As of June 30, 2023, the total finite-lived intangible assets amounted to $6,230,802, a decrease from $10,621,087 as of December 31, 2022, reflecting a significant amortization of $709,822 and impairment of $3,680,463[327].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to_______ Commission File Number: 001-40524 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation o ...

Financial Performance - The total revenue for the year ended December 31, 2022, was $9,478,819, representing a 35.30% increase from $7,005,579 in 2021[293]. - Loan interest income surged by 997.68% to $1,130,178 in 2022 from $102,961 in 2021[293]. - The investment income increased by 462.63% to $2,120,640 in 2022 from $376,918 in 2021, driven by higher interest rates[293]. - The Company reported a net loss of $35,128,083 for the year ended December 31, 2022, compared to a net income of $3,286,887 in 2021[278]. - Total operating expenses increased to $11,676,659 in 2022, up 214.00% from $3,718,692 in 2021[298]. - Cash provided by operations decreased to $1,697,380 in 2022 from $2,946,383 in 2021, primarily due to reduced net income[303]. Ownership and Business Combination - The Business Combination resulted in the acquisition of SHF for an aggregate of $185 million, consisting of $115 million in Class A common stock and $70 million in cash[258]. - PCCU holds a 60.8% ownership stake in the Company following the Business Combination, changing its status to majority shareholder[264]. - The deferred payment of $56,949,800 from the Business Combination will be paid in installments, including a total of $38,500,002 with interest[267]. Lending and Services - The Company generates interest and fee income through various services, including compliance and reporting for financial institutions servicing the cannabis industry[265]. - The Company offers competitive loan options to Cannabis Related Businesses (CRBs), with collateral types including real estate and equipment[252]. - The Company has established a proprietary platform to facilitate banking services for CRBs, addressing the limited availability of financial solutions in the cannabis industry[252]. - The Company serviced 11 loans in 2022, up from 4 loans in 2021, indicating a focus on expanding lending operations[296]. - The number of loans serviced by the company increased from 4 in 2021 to 11 in 2022, indicating growth in lending activities[300]. Expenses and Financial Management - The Company reported expenses of $775,259 for the year ended December 31, 2022, related to the Loan Servicing Agreement with PCCU[259]. - Compensation and employee benefits rose to $6,695,319, a 213.56% increase from $2,135,243 in 2021, driven by stock-based compensation and increased headcount[298]. - Provision for loan losses surged to $506,212, reflecting a 36,083.85% increase from $1,399 in 2021, as the company expanded lending activities[298]. - General and administrative expenses increased to $2,390,539, a 320.95% rise from $567,892 in 2021, with significant increases in account fees, advertising, and business insurance[301]. Cash and Working Capital - Cash and cash equivalents totaled $8,390,195 as of December 31, 2022, compared to $5,495,905 in 2021[302]. - The company reported a net working capital deficit of ($39,340,020) as of December 31, 2022, compared to a positive working capital of $5,922,023 in 2021[305]. Internal Controls and Compliance - The Company has identified four material weaknesses in internal controls over financial reporting as of December 31, 2022[332]. - The Company provides compliance, validation, and monitoring services to financial institutions, ensuring adherence to the Bank Secrecy Act and related regulations[253]. Going Concern and Risk Management - Management has identified substantial doubt about the company's ability to continue as a going concern for at least twelve months from the issuance of the financial statements[306]. - The company has implemented cost-cutting measures and renegotiated payables to mitigate going concern risks[307]. Stock and Derivative Transactions - NLIT entered into a Forward Purchase Agreement, resulting in the purchase of approximately 3.8 million shares of Class A common stock at market price[327]. - The fair value of the forward purchase derivative was estimated at approximately $4.6 million as of December 31, 2022, down from approximately $37.9 million at the end of September 2022[330]. - The trading value of common stock led to a lower reset price of $1.25/share under the forward purchase agreement[332]. - The Company recognized a $42.3 million charge to other expense on the statement of operations due to the reset price under the forward purchase agreement[332]. Shareholder Information - The Company has authorized the issuance of up to 130,000,000 shares of Class A Common Stock, with 20,815,912 shares issued as of December 31, 2022[273]. - As of December 31, 2022, there were 20,450 shares of preferred stock issued and outstanding, with no voting rights[329]. Agreements and Alliances - The Company entered into a Commercial Alliance Agreement with PCCU on March 29, 2023, superseding previous agreements related to lending and account services[266]. - The Loan Servicing Agreement stipulates a monthly servicing fee of 0.25% on the outstanding principal balance of loans funded by PCCU[340].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to_______ Commission File Number: 001-40524 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporati ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to_______ Commission File Number: 001-40524 Northern Lights Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 86-2409612 (State or oth ...

Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to_______ Commission File Number: 001-40524 Northern Lights Acquisition Corp. (Exact name of registrant as specified in its charter) (State or other jurisdiction of ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40524 Northern Lights Acquisition Corp. (Exact name of registrant as specified in its charter) | Delaware | 86-2409612 | | --- | --- | ...

For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q Washington, D.C. 20549 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to_______ Commission File Number: 001-40524 Northern Lights Acquisition Corp. (Exact name of registrant as specified in its charter) (State or other jurisdiction ...

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents Northern Lights Acquisition Corp.'s unaudited condensed financial statements for the period ended June 30, 2021, covering Balance Sheet, Operations, Equity, and Cash Flows, with detailed notes on organization and accounting policies [Condensed Balance Sheet as of June 30, 2021 (Unaudited)](index=4&type=section&id=Condensed%20Balance%20Sheet%20as%20of%20June%2030%2C%202021%20%28Unaudited%29) | Metric | Amount (USD) | | :--- | :--- | | Total Assets | $118,579,327 | | Investments held in Trust Account | $117,290,522 | | Total Liabilities | $11,050,412 | | Warrant liabilities | $6,493,780 | | Deferred underwriter fee payable | $4,025,000 | | Total Stockholders' Equity | $5,000,001 | [Condensed Statements of Operations for the three months ended June 30, 2021 and for the period from February 26, 2021 (inception) through June 30, 2021 (Unaudited)](index=5&type=section&id=Condensed%20Statements%20of%20Operations%20for%20the%20three%20months%20ended%20June%2030%2C%202021%20and%20for%20the%20period%20from%20February%2026%2C%202021%20%28inception%29%20through%20June%2030%2C%202021%20%28Unaudited%29) | Metric | Three Months Ended June 30, 2021 | Period from Inception through June 30, 2021 | | :--- | :--- | :--- | | Formation and operating costs | $(10,105) | $(10,900) | | Interest earned on marketable securities held in Trust Account | $17 | $17 | | Unrealized loss from marketable securities held in Trust Account | $(9,495) | $(9,495) | | Change in fair value of warrant liability | $(1,462,306) | $(1,462,306) | | Offering costs allocated to warrants | $(261,838) | $(261,838) | | Net Loss | $(1,743,727) | $(1,744,522) | | Basic and diluted net loss per non-redeemable common stock | $(0.59) | $(0.59) | [Condensed Statements of Changes in Stockholders' Equity for the three months ended June 30, 2021 and for the period from February 26, 2021 (inception) through June 30, 2021 (Unaudited)](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity%20for%20the%20three%20months%20ended%20June%2030%2C%202021%20and%20for%20the%20period%20from%20February%2026%2C%202021%20%28inception%29%20through%20June%2030%2C%202021%20%28Unaudited%29) | Item | Amount (USD) | | :--- | :--- | | Balance - February 26, 2021 (inception) | $0 | | Issuance of Class B Common stock to Sponsor | $25,000 | | Sale of IPO Units, net of offering costs | $118,304,911 | | Deferred underwriter fee | $(4,025,000) | | Warrant liabilities | $(5,031,474) | | Initial shares subject to possible redemption | $(104,010,715) | | Net loss | $(1,743,727) | | Balance – June 30, 2021 | $5,000,001 | [Condensed Statement of Cash Flows for the period from February 26, 2021 (inception) through June 30, 2021 (Unaudited)](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows%20for%20the%20period%20from%20February%2026%2C%202021%20%28inception%29%20through%20June%2030%2C%202021%20%28Unaudited%29) | Cash Flow Activity | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | $(105) | | Net cash used in investing activities | $(117,300,000) | | Net cash provided by financing activities | $118,238,910 | | Net change in cash | $938,805 | | Cash at the end of the period | $938,805 | [Notes to Condensed Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20%28Unaudited%29) [Note 1 — Description of Organization and Business Operations](index=8&type=section&id=Note%201%20%E2%80%94%20Description%20of%20Organization%20and%20Business%20Operations) - The Company is a **blank check company** incorporated on **February 26, 2021**, to effectuate a business combination[16](index=16&type=chunk) - The **Initial Public Offering (IPO)** was consummated on **June 28, 2021**, generating gross proceeds of **$115,000,000** from **11,500,000 units**[18](index=18&type=chunk) - A private placement of **528,175 units** was simultaneously closed, generating gross proceeds of **$5,281,750**[19](index=19&type=chunk) - **$117,300,000** from the IPO and private placement proceeds were placed in a **Trust Account**[20](index=20&type=chunk) - The Company has until **June 28, 2022** (or up to **December 28, 2022**, with extensions) to complete a Business Combination, after which it will liquidate[26](index=26&type=chunk) - As of **June 30, 2021**, the Company had **$938,805 in cash** and a working capital of **$757,173** outside the Trust Account[21](index=21&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=10&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) - The Company is an **'emerging growth company'** and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[32](index=32&type=chunk)[35](index=35&type=chunk) - Offering costs associated with warrant liabilities are expensed as incurred, while those for Public Shares are charged to stockholders' equity[44](index=44&type=chunk) - **Class A Common Stock** subject to possible redemption is classified as temporary equity due to redemption rights outside the Company's control[45](index=45&type=chunk) - Net loss per share is calculated using a **two-class method**, distinguishing between redeemable Class A common stock and non-redeemable Class A and Class B common stock[48](index=48&type=chunk) - The Company adopted **ASU 2020-06** on **January 1, 2021**, simplifying accounting for convertible instruments with no impact on financial position, results of operations, or cash flows[56](index=56&type=chunk) [Note 3 —Public Offering](index=15&type=section&id=Note%203%20%E2%80%94Public%20Offering) - The Company sold **11,500,000 Units** in its Initial Public Offering at a purchase price of **$10.00 per Unit**[58](index=58&type=chunk) - Each Unit consists of one share of **Class A common stock** and one-half of one redeemable **Public Warrant**, exercisable at **$11.50 per whole share**[58](index=58&type=chunk) [Note 4 — Private Placement](index=17&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) - The Sponsor purchased **528,175 Private Placement Units** at **$10.00 per unit**, totaling **$5,281,750**[62](index=62&type=chunk) - Private Placement Units are identical to Public Units but have transfer restrictions and their warrants allow for cashless exercise and registration rights for the Sponsor[63](index=63&type=chunk) [Note 5 — Related Party Transactions](index=17&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) - **2,875,000 Founder Shares** (**Class B common stock**) were issued to the Sponsor for **$25,000**, representing **20% of post-IPO shares**, subject to lock-up[64](index=64&type=chunk)[66](index=66&type=chunk) - The Sponsor loaned the Company up to **$300,000** via a non-interest bearing promissory note for IPO expenses; **$92,737** was borrowed and repaid on **July 7, 2021**[67](index=67&type=chunk)[103](index=103&type=chunk) - The Sponsor or its affiliates may provide **Working Capital Loans** or **Extension Loans** for Business Combination purposes, which may be repaid or converted into units[68](index=68&type=chunk)[69](index=69&type=chunk) - The Company reimburses Luminous Capital Inc. (an affiliate of the Sponsor) up to **$10,000 per month** for administrative support[71](index=71&type=chunk) [Note 6 — Commitments and Contingencies](index=19&type=section&id=Note%206%20%E2%80%94%20Commitments%20and%20Contingencies) - Holders of **Founder Shares**, **Private Placement Units**, and other securities are entitled to registration rights[72](index=72&type=chunk) - The underwriter's over-allotment option for **1,500,000 additional Units** was exercised in full on **June 28, 2021**[73](index=73&type=chunk) - Underwriting fees include a **$1,725,000 cash discount** and **$4,025,000 deferred fee**, payable upon the closing of a Business Combination[74](index=74&type=chunk) - The underwriters have a right of first refusal for future equity, convertible, and debt offerings for **12 months** from the closing of a business combination[75](index=75&type=chunk) [Note 7 – Warrant Liability](index=20&type=section&id=Note%207%20%E2%80%93%20Warrant%20Liability) - As of **June 30, 2021**, there were **5,750,000 Public Warrants** and **264,088 Private Placement Warrants** outstanding[78](index=78&type=chunk) - Public Warrants become exercisable on the later of Business Combination completion or **12 months** from IPO closing, and expire **five years** after Business Combination[79](index=79&type=chunk) - The Company may redeem Public Warrants at **$0.01 per warrant** if the Class A common stock price equals or exceeds **$18.00** for **20 trading days** within a **30-trading day period**[82](index=82&type=chunk) - Warrants are classified as **derivative liabilities** and recorded at fair value due to variable exercise price adjustments and potential for net cash settlement[87](index=87&type=chunk)[88](index=88&type=chunk) [Note 8 – Stockholders' Equity](index=22&type=section&id=Note%208%20%E2%80%93%20Stockholders%27%20Equity) - The Company is authorized to issue **1,250,000 preferred shares** (none issued), **125,000,000 Class A common shares** (**1,514,656 outstanding** excluding redeemable shares), and **12,500,000 Class B common shares** (**2,875,000 outstanding**)[90](index=90&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk) - **Class B common shares** automatically convert into **Class A common shares** upon Business Combination, with an adjustment mechanism to maintain **20% ownership** for Founder Shares[94](index=94&type=chunk) [Note 9 – Fair Value Measurements](index=22&type=section&id=Note%209%20%E2%80%93%20Fair%20Value%20Measurements) - Marketable securities held in the Trust Account (**$117,290,522**) are classified as **Level 1 fair value measurements**[96](index=96&type=chunk) - **Public Warrants** (**$6,493,780**) and **Private Placement Warrants** (**$384,067**) are classified as **Level 3 fair value measurements**[96](index=96&type=chunk) - Warrants are valued using a **binomial Monte-Carlo simulation** with **Level 3 inputs**, including expected stock-price volatility, expected life, and risk-free interest rate[100](index=100&type=chunk) - The fair value of derivative warrant liabilities increased by **$1,462,306** from issuance on **June 28, 2021**, to **June 30, 2021**, due to changes in valuation inputs[101](index=101&type=chunk) [Note 10 – Subsequent Events](index=23&type=section&id=Note%2010%20%E2%80%93%20Subsequent%20Events) - The **$92,737** borrowed from the promissory note was fully repaid on **July 7, 2021**[103](index=103&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The blank check company reported a net loss from inception to June 30, 2021, primarily due to warrant liability changes and offering costs - The Company is a **blank check company** with no operating revenues to date, focused on identifying a target company for a business combination[106](index=106&type=chunk)[109](index=109&type=chunk) - Net loss from inception (**February 26, 2021**) through **June 30, 2021**, was **$1,744,522**, primarily due to changes in the fair value of warrant liability and offering costs allocated to warrants[110](index=110&type=chunk) - As of **June 30, 2021**, the Company had **$938,805 in cash** and a working capital of **$757,173** available outside the Trust Account[114](index=114&type=chunk) - The Sponsor or its affiliates may provide **Working Capital Loans** or **Extension Loans** to finance transaction costs or extend the Business Combination period[115](index=115&type=chunk)[116](index=116&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Trust Account investments in short-term U.S. government treasury bills are not expected to have material interest rate risk - Investments in the **Trust Account** are in short-term U.S. government treasury bills or money market funds[134](index=134&type=chunk) - The Company does not believe there will be a material exposure to interest rate risk due to the short-term nature of these investments[134](index=134&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management deemed disclosure controls and procedures effective as of June 30, 2021, with no material changes in internal control over financial reporting - Disclosure controls and procedures were evaluated and deemed **effective** at a reasonable assurance level as of **June 30, 2021**[137](index=137&type=chunk) - No material changes in internal control over financial reporting occurred during the fiscal quarter ended **June 30, 2021**[138](index=138&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The Company reported no legal proceedings as of the date of this Quarterly Report on Form 10-Q - No legal proceedings to report[141](index=141&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in the final prospectus dated June 23, 2021, were reported - No material changes to the risk factors disclosed in the final prospectus dated **June 23, 2021**[142](index=142&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The Company completed an unregistered private sale of **528,175 Private Placement Units** to the Sponsor, placing **$117,300,000** from IPO and private placement proceeds into a Trust Account - Private sale of **528,175 Private Placement Units** to the Sponsor for **$5,281,750** on **June 28, 2021**, exempt under **Section 4(a)(2) of the Securities Act**[143](index=143&type=chunk) - **$117,300,000** from the Initial Public Offering and Private Placement Units was placed in a **Trust Account**[147](index=147&type=chunk) - A total of **$1,725,000** in underwriting discounts and commissions and **$513,677** for other offering costs were paid, with **$4,025,000** in deferred underwriting commissions[147](index=147&type=chunk) [Item 3. Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - No defaults upon senior securities[148](index=148&type=chunk) [Item 4. Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - Not Applicable[149](index=149&type=chunk) [Item 5. Other Information](index=30&type=section&id=Item%205.%20Other%20Information) The Company reported no other information for this period - No other information[149](index=149&type=chunk) [Item 6. Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed or incorporated by reference into the Quarterly Report on Form 10-Q, including certifications and XBRL documents - Lists various certifications (**31.1, 31.2, 31.3, 32.1, 32.2, 32.3**) and XBRL documents (**101.INS, 101.CAL, 101.SCH, 101.DEF, 101.LAB, 101.PRE**) filed or incorporated by reference[151](index=151&type=chunk)

FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______to______ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Commission File Number: 001-40524 Washington, D.C. 20549 (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) 9 ...