SUSTAINABLE DEVELOPMENT ACQUISITION I CORP.

NOTES TO ~~UNAUDITED~~ CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2021~~2022

~~(Unaudited)~~(UNAUDITED)

Note 1 - Organization and Business Operations

Sustainable Development Acquisition I Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on December 16,2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with 1one or more businesses (“Business Combination”).

As of September 30, ~~2021,~~2022, the Company had not commenced any operations. All activity through September 30, ~~2021~~2022 relates to the Company’s formation and the Initial Public Offering (“IPO”) which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 4, 2021 (the “Effective Date”). On February 9, 2021, the Company consummated the IPO of 31,625,000 units ~~(the~~(the “Units”) and, with respect to the shares of common stock included in the Units sold (the “Public ~~Shares~~”Shares”), which included the full exercise by the underwriters of the over-allotment option to purchase an additional 4,125,000 Units, at $10.00 per Unit, generating gross proceeds of $316,250,000, which is discussed in Note 4.3. Each Unit consists of 1one share of Class A common stock and one-half of aone redeemable warrant to purchase 1one share of Class A common stock at a price of $11.50 per whole share.

Simultaneously with the closing of the IPO, the Company consummated the sale of 9,325,000 warrants ~~(the~~(the “Private Placement Warrants”), at a price of ~~$1.00~~ $1.00 per Private Placement Warrant,, in a private placement to Sustainable Development Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $9,325,000, which is discussed in Note 5.4.

Transaction costs of the IPO amounted to ~~$17,334,019~~$17,404,019 consisting of $6,075,000 of underwriting discount, $10,631,250 of deferred underwriting discount, and ~~$627,769~~$697,769 of other offering costs.

Following the closing of the IPO on February 9, 2021, $316,250,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the net proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the IPO, subject to applicable law, and (c) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public ~~stockholders~~.stockholders.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

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The Company will have only 24 months from ~~the~~ February 9, 2021, the closing of the IPO, to complete an initial Business Combination ~~(the~~(the “Combination Period”). However, if the Company ~~doesn’t~~does not complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.

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The Company’s initial stockholders have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any founder shares and any public shares held by them in favor of the Company’s initial Business Combination.

The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

Liquidity, ~~and~~ Capital Resources and Going Concern

As of September 30, ~~2021,~~2022, the Company had approximately ~~$1.3 million~~$55,423 in its operating bank account and working capital of approximately ~~$1.9 million.~~

$473,057 (adjusted for amounts available under the Convertible Note (as defined below) and amounts available for withdraw from the trust for franchise and income tax obligations).

The Company’s liquidity needs up to February 9,2021 had been satisfied through a capital contribution from the Sponsor of ~~$25,000~~$25,000 (see Note 6)5) for the founder shares and the loan under an unsecured promissory note from the Sponsor of ~~$136,678~~$136,678 (see Note 6)5). The promissory note from the Sponsor was outstanding at February 9,2021, and paid in full as of February 11,2021 (see Note 6)5). Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans. On August 23, 2022, the Company entered into a $500,000 promissory note agreement (the “Convertible Note”) with the Sponsor. The Convertible Note is payable upon the consummation of initial business combination or convertible into warrants at a price of $1.00 at the Sponsor’s discretion. The Convertible Note provides up to $500,000 in funds to be drawn against it. The Convertible Note does not accrue interest. As of September 30, ~~2021,~~2022, there were 0no amounts outstanding under any working capital ~~loan.~~loans other than the Convertible Note.

~~Based on~~If the ~~foregoing,~~Company does not consummate an initial business combination by February 9,2023, there will be a mandatory liquidation and subsequent dissolution of the Company. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” management ~~believes~~has determined that the ~~Company will have sufficient~~liquidity condition due to insufficient working capital and ~~borrowing capacity~~mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to ~~meet its needs through the earlier of the consummation of~~continue as a ~~Business Combination or~~ going concern for at least one year from ~~this filing. Over this time period, we will~~the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be ~~using these funds held outside~~required to liquidate after February 9,2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Table of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.Contents

Risks and Uncertainties

Management is continuing to evaluate the impact of the ~~COVID-19~~COVID-19 pandemic and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

~~Note 2 - Restatement of Previously Issued Financial Statements~~

In the Company’s previously issued financial statements, a portion of the Public Shares were classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete a merger and continue to exist as a public company if there is sufficient Public Shares that do not redeem at the merger and so it is appropriate to classify the portion of its public shares required to keep its stockholders’ equity above the $5,000,000 threshold as "shares not subject to redemption."

However, in light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose acquisition companies, management re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification of the Public Shares. Upon re-evaluation, management determined that the Public Shares issued during the IPO and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99. Therefore, management concluded that all of the Public Shares should be classified as temporary equity in its entirety. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Public Shares with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and common stock.

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In connection with the change in presentation for the Public Shares, the Company also revised its earnings per share calculation to allocate net income (loss) evenly to redeemable and nonredeemable common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock pro rata in the income (loss) of the Company.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impacts were material to previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated to report all public shares as temporary equity. As such the Company is restating those periods in this Quarterly Report.

~~Impact of the Restatement~~

The impact to the Balance Sheets as of February 9, 2021, March 31, 2021 and June 30, 2021, to the Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2021 and for the three and six months ended June 30, 2021, to the Statements of Operations for the three months ended March 31, 2021 and for the three and six months ended June 30, 2021, and to the Statements of Cash Flows for the three months ended March 31, 2021 and for the six months ended June 30, 2021 is presented below:

As Previously Restatement
Reported Adjustment As Restated
Balance Sheet as of February 9, 2021 (as revised in footnote 2 of form 10Q filed on May 25, 2021)
Common stock subject to possible redemption at redemption value $ 273,244,055 $ 43,005,945 $ 316,250,000

Stockholders’ equity (deficit)
Class A common stock - $0.0001 par value
430 (430 ) 0
Class B common stock - $0.0001 par value
791 0 791
Additional paid-in capital 7,976,093 (7,976,093 ) 0
(Accumulated Deficit) (2,977,308 ) (35,029,422 ) (38,006,730 )
Total stockholders’ equity (deficit) $ 5,000,006 $ (43,005,945 ) $ (38,005,939 )

Shares subject to possible redemption 27,324,405 4,300,595 31,625,000

Balance Sheet as of March 31, 2021 (per form 10-Q filed on May 25, 2021)
Common stock subject to possible redemption at redemption value $ 281,214,123 $ 35,035,877 $ 316,250,000

Stockholders’ equity (deficit)
Class A common stock - $0.0001 par value
350 (350 ) 0
Class B common stock - $0.0001 par value
791 0 791
Additional paid-in capital 0 0 0
Retained Earnings (Accumulated Deficit) 9,304,373 (35,035,527 ) (25,731,154 )
Total stockholders’ equity (deficit) $ 9,305,514 $ (35,035,877 ) $ (25,730,363 )

Shares subject to possible redemption 28,121,412 3,503,588 31,625,000

Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 20, 2021)
Common stock subject to possible redemption at redemption value $ 277,017,913 $ 39,232,087 $ 316,250,000

Stockholders’ equity (deficit)
Class A common stock - $0.0001 par value
392 (392) ) 0
Class B common stock - $0.0001 par value
791 0 791
Additional paid-in-capital 4,196,168 (4,196,168) ) 0
Retained Earnings (Accumulated Deficit) 802,653 (35,035,527) ) (34,232,874) )
Total stockholders’ equity (deficit) $ 5,000,004 $ (39,232,087) ) $ (34,232,083) )

Shares subject to possible redemption 27,701,791 3,923,209 31,625,000

Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 (per form 10-Q filed on May 25, 2021)
Sale of 31,625,000 Units, net of underwriting discount, offering expenses and the fair value of public warrants

Class A Common stock - Shares 31,625,000 (31,625,000 ) 0
Class A Common stock - Amount $ 3,163 $ (3,163 ) $ 0
Additional Paid-in-Capital $ 281,187,101 $ (281,187,101 ) $ 0
Total Stockholder’s Equity $ 281,190,264 $ (281,190,264 ) $ 0
Class A common stock subject to possible redemption
Class A Common stock - Shares (28,121,412 ) 28,121,412 0
Class A Common stock - Amount $ (2,813 ) $ 2,813 $ 0
Additional Paid-in-Capital $ (281,211,310 ) $ 281,211,310 $ 0
Total Stockholder’s Equity $ (281,214,123 ) $ 281,214,123 $ 0
Accretion of Class A common stock subject to possible redemption
Additional Paid-in-Capital $ 0 $ (24,209 ) $ (24,209 )
Retained Earnings $ 0 $ (35,035,527 ) $ (35,035,527 )
Total Stockholder’s Equity $ 0 $ (35,059,736 ) $ (35,059,736 )

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Statement of Changes in Stockholders’ Equity for the three and six months ended June 30, 2021 (per form 10-Q filed on August 20, 2021)
Period from January 1, 2021 to March 31, 2021
Sale of 31,625,000 Units, net of underwriting discount, offering expenses and the fair value of public warrants

Class A Common stock - Shares 31,625,000 (31,625,000 ) 0
Class A Common stock - Amount $ 3,163 $ (3,163 ) $ 0
Additional Paid-in-Capital $ 281,187,101 $ (281,187,101 ) $ 0
Total Stockholder’s Equity $ 281,190,264 $ (281,190,264 ) $ 0
Class A common stock subject to possible redemption
Class A Common stock - Shares (28,121,412 ) 28,121,412 0
Class A Common stock - Amount $ (2,813 ) $ 2,813 $ 0
Additional Paid-in-Capital $ (281,211,310 ) $ 281,211,310 $ 0
Total Stockholder’s Equity $ (281,214,123 ) $ 281,214,123 $ 0
Accretion of Class A common stock subject to possible redemption
Additional Paid-in-Capital $ 0 $ (24,209 ) $ (24,209 )
Retained Earnings $ 0 $ (35,035,527 ) $ (35,035,527 )
Total Stockholder’s Equity $ 0 $ (35,059,736 ) $ (35,059,736 )
Period from April 1, 2021 to June 30, 2021
Change in Class A common stock subject to possible redemption
Class A Common stock - Shares 419,621 (419,621 ) 0
Class A Common stock - Amount $ 42 $ (42 ) $ 0
Additional Paid-in-Capital $ 4,196,168 $ (4,196,168 ) $ 0
Total Stockholder’s Equity $ 4,196,210 $ (4,196,210 ) $ 0

Statement of Operations for the three months ended March 31, 2021 (per form 10-Q filed on May 25, 2021)
Weighted average shares outstanding, Class A common stock subject to possible redemption 27,340,033 (9,770,589 ) 17,569,444
Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0 $ 0.37 $ 0.37
Weighted average shares outstanding, non-redeemable common stock 9,887,523
(2,439,606 ) 7,447,917
Basic and diluted net income per share, non-redeemable common stock $ 0.94 $ (0.57 ) $ 0.37

Statement of Operations for the three months ended June 30, 2021 (per form 10-Q filed on August 20, 2021)
Weighted average shares outstanding, Class A common stock subject to possible redemption 28,116,801 3,508,199 31,625,000
Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0 $ (0.22 ) $ (0.22 )
Weighted average shares outstanding, non-redeemable common stock 11,414,449 (3,508,199 ) 7,906,250
Basic and diluted net income per share, non-redeemable common stock $ (0.74 ) $ 0.52 $ (0.22 )

Statement of Operations for the six months ended June 30, 2021 (per form 10-Q filed on August 20, 2021)
Weighted average shares outstanding, Class A common stock subject to possible redemption 27,837,821 (3,201,771 ) 24,636,050
Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0 $ 0.02 $ 0.02
Weighted average shares outstanding, non-redeemable common stock 10,655,204 (2,976,855 ) 7,678,349
Basic and diluted net income per share, non-redeemable common stock $ 0.08 $ (0.06 ) $ 0.02

Statement of Cash Flows for the three months ended March 31, 2021 (per form 10-Q filed on May 25, 2021)
Initial classification of common stock subject to possible redemption $ 273,244,055 $ 43,005,945 $ 316,250,000
Change in common stock subject to possible redemption $ 7,970,068 $ (7,970,068 ) $ 0

Statement of Cash Flows for the six months ended June 30, 2021 (per form 10-Q filed on August 20, 2021)
Initial classification of common stock subject to possible redemption $ 273,244,055 $ 43,005,945 $ 316,250,000
Change in common stock subject to possible redemption $ 3,773,858 $ (3,773,858 ) $ 0

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Note 32 - Significant Accounting Policies

Basis of Presentation

The accompanying ~~unaudited condensed~~ financial statements ~~have been prepared~~of the Company are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) ~~for interim financial information~~ and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the ~~SEC for interim financial reporting. Accordingly, they do not include all the information~~U.S. Securities and ~~footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.~~Exchange Commission (“SEC”). In the opinion of management, ~~the accompanying unaudited condensed financial statements include~~ all adjustments ~~consisting~~(consisting of a normal recurring ~~nature, which~~adjustments) have been made that are necessary ~~for a fair presentation of~~to present fairly the financial position, ~~operating results~~ and ~~cash flows for the periods presented.~~

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus which contains the audited financial statements and notes thereto for the year ended December 31, 2020 as filed with the SEC on February 8, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results ~~to be expected for the year ending December 31, 2021 or for any future interim periods.~~of its operations and its cash flows.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section ~~2(a)~~2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section ~~102(b)~~102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did 0tnot have any cash equivalents as of September 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

Marketable Securities Held in Trust Account

As of September 30, ~~2021,~~2022, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities.The Company accounts for its investments within the Trust Account under ASC 320 “Investments – Debt Securities.” Under ASC 320, all of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities ~~and~~ are presented on the balance sheets at fair value ~~based upon~~at the ~~quoted~~end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market ~~price~~information (see Note 9)8). During the three ~~months~~ and nine months ended September 30, 2022 and 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations.

Warrant Liabilities

The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 4,3, Note 54 and Note 9)8) in accordance with ~~ASC 815-40,~~Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the ~~Condensed~~ Balance ~~Sheet~~Sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the ~~Condensed Statement~~Statements of Operations in the period of the change.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of ~~the~~ ASC ~~340-10-S99-1.~~340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public ~~Offering~~.Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to ~~stockholders’~~temporary equity upon the completion of the Initial Public Offering.

Common Stock Subject to Possible Redemption

All of the 31,625,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC ~~480-10-S99,~~480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at September 30,2022 and December 31, 2021, all shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s ~~condensed~~ balance ~~sheets, respectively.~~sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

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The Class A common stock subject to possible redemption reflected on the balance sheet as of September 30,2022 and December 31, 2021 is reconciled in the following table:

Gross Proceeds	$	316,250,000		$	316,250,000
Less:
Proceeds allocated to Public Warrants		(18,753,625	)		(18,753,625	)
Class A common stock issuance costs		(16,306,111	)		(16,306,111	)
Plus:
Accretion of carrying value to redemption value		35,059,736
Class A common stock subject to possible redemption	$	316,250,000
Remeasurement of carrying value to redemption value					35,059,736
Class A common stock subject to possible redemption at December 31, 2021				$	316,250,000
Plus:
Remeasurement of carrying value to redemption value					1,109,797
Class A common stock subject to possible redemption at September 30, 2022				$	317,359,797

Share Based Compensation

The Company complies with ASC Topic 718 “Compensation - Stock Compensation” regarding interests in founder shares transferred by the Sponsor to directors of the Company as compensation., which are described in Note 5.

The interests in the Founder Shares effectively vest upon the Company completing the initial Business Combination and compensation expense will be recorded accordingly at that date based upon the initial grant date fair value, the determination of which represents a significant estimate. The grant date fair value is based upon an option pricing model.

The Founders Shares were granted subject to a performance condition (i.e., consummation of the Business Combination). Compensation expense related to the Founders Shares will be recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

As of September 30,2022, the Company determined that a Business Combination is not considered probable, and therefore no stock-based compensation expense has been recognized. Stock-based compensation will be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, ~~(“ASC 740”). ASC 740~~ requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial ~~statement~~statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ~~The deferred tax assets were deemed to be immaterial as~~As of September 30, ~~2021~~2022 and December 31, ~~2020~~.2021, the Company’s deferred tax asset had a full valuation allowance recorded against it.

Our effective tax rate was 14% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 2.06% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and ~~transition~~transition..

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were 0no unrecognized tax benefits and 0no amounts accrued for interest and penalties as of ~~February 9,~~ September 30,2022 and December 31,2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income ~~tax examinations~~taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. ~~The provision for income taxes was deemed to be immaterial for the three and nine months ended September 30, 2021~~.

Net Income Per Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, ~~Earnings~~ “Earnings Per ~~Share.~~Share”. Net income ~~(loss)~~ per share is computed by dividing net income ~~(loss)~~ by the weighted average number of shares of common stock outstanding during the period. The Company has 2two classes of shares, Class A Common Stock and Class B Common Stock. Earnings and losses are shared pro rata between the 2two classes of shares. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 25,137,500 shares of Class A common stock in the calculation of diluted ~~loss~~income per ~~stock,~~share, since the exercise of the warrants ~~are~~is contingent upon the occurrence of future events. As a result, diluted net income ~~(loss)~~ per common share is the same as basic net income ~~(loss)~~ per common share for the ~~period~~years presented.

Basic and diluted net income ~~(loss)~~ per common share for Class A common stock and Class B common stock is calculated by dividing net income ~~(loss)~~ attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common ~~stock~~

stock.

Reconciliation of Net Income per Share

The Company’s net income is adjusted for the portion of net income that is allocable to each class of common stock. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted income per common share is calculated as follows:

For the Three
Months Ended
September 30, 2021

For the Nine
Months Ended
September 30, 2021

Class A Common Stock
Net income allocable to Class A common stock $ 6,374,664
$ 6,815,238
Basic and diluted weighted average shares outstanding 31,625,000 26,991,300
Basic and diluted net income per share $ 0.20 $ 0.25
Class B Common Stock
Net income allocable to Class B common stock $ 1,593,666 $ 1,958,157
Basic and diluted weighted average shares outstanding 7,906,250 7,755,151
Basic and diluted net income per common share $ 0.20 $ 0.25

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
Class A Common Stock
Net income allocable to Class A common stock	$	1,340,490	$	6,374,664	$	11,240,232	$	6,815,238
Basic and diluted weighted average shares outstanding		31,625,000		31,625,000		31,625,000		26,991,300
Basic and diluted net income per common share	$	0.04	$	0.20	$	0.36	$	0.25
Class B Common Stock
Net income allocable to Class B common stock	$	335,123	$	1,593,666	$	2,810,058	$	1,958,157
Basic and diluted weighted average shares outstanding		7,906,250		7,906,250		7,906,250		7,755,151
Basic and diluted net income per common share	$	0.04	$	0.20	$	0.36	$	0.25

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Fair Value of Financial Instruments

The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

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Level 1 -		Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 -		Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 -		Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

See Note 98 for additional information on assets and liabilities measured at fair value.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Recent Accounting Pronouncements

InIn August 2020, the FASB issued ASU ~~2020-06,~~ 2020-06,~~Debt-Debt~~ “Debt-Debt with Conversion and Other ~~Options~~Options” (Subtopic ~~470-20)~~470-20) and ~~Derivatives~~“Derivatives and Hedging-Contracts in Entity’s Own ~~Equity~~Equity” (Subtopic ~~815-40)~~815-40): ~~Accounting~~“Accounting for Convertible Instruments and Contracts in an Entity’s Own ~~Equity~~Equity” (“ASU ~~2020-06”~~2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU ~~2020-06~~2020-06 on January 1,2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Note 43 - Initial Public Offering

Public Units

On February 9, 2021, the Company sold 31,625,000 Units, at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 4,125,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of 1one common stock, and one-half of aone redeemable warrant to purchase 1one common stock (the “Public Warrants”).

Public Warrants

Each whole warrant entitles the holder thereof to purchase 1one share of Class A common stock at a price of $11.50 per share, subject to adjustment. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, February 9, 2021, and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

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In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s ~~sponsor~~Sponsor or its affiliates, without taking into account any founder shares held by the ~~sponsor~~Sponsor or its affiliates, prior to such issuance) ~~(the~~(the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per share of Class A common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

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The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.

Redemption of Warrants When the Price per Class A Common Stock Equals or Exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption ~~(the~~(the “30-day redemption period”) to each warrant holder; and

●

if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders ~~(the~~(the “Reference Value”)equals or exceeds $18.00 per ~~shares~~share (as adjusted for stock sub-divisions, stock capitalizations, reorganizations, recapitalizations and the like).

Redemption of Warrants When the Price per Class A Common Stock Equals or Exceeds $10.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the “fair market value” of the Class A common stock (as defined below in the immediately following paragraph) except as otherwise described below;

●

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock sub-divisions, stock capitalizations, reorganizations, recapitalizations and the like); and

●

if the Reference Value is less than $18.00 per share (as adjusted for stock sub-divisions, stock capitalizations, reorganizations, recapitalizations and the like), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of the Class A common stock over the exercise price of the warrants by (y) the fair market value and (B) 0.361 per whole warrant. The “fair market value” as used in this paragraph shall mean the average last reported sale price of the Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

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Note 54 - Private Placement

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 9,325,000 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $9,325,000, in a private placement. Each Private Warrant entitles the holder to purchase 1one share of common stock at a price of $11.50 per share. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Warrants will expire worthless.

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The Private Warrants are identical to the Public Warrants sold in the IPO except that the Private Warrants, so long as they are held by the initial stockholders or its permitted transferees, (i) they will not be redeemable by the Company for cash, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, and (iii) they may be exercised by the holders on a cashless basis. If the Private Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO.

Note 65 - Related Party Transactions

Founder ~~Stock~~Shares

On December 18, 2020, the Company’s initial stockholders purchased an aggregate of 7,187,500 shares of Class B common stock ~~(the~~(the “Founder Shares”) for a capital contribution of $25,000. On February 4, 2021, the Company effected a stock dividend of one-tenth of a share of Class B common stock for each outstanding share of Class B common stock, resulting in 7,906,250 shares of Class B common stock being issued and outstanding, including an aggregate of up to 1,031,250 shares subject to forfeiture if the over-allotment option was not exercised by the underwriters in full. As a result of the underwriters’ election to fully exercise their over-allotment option, on February 9, 2021, the 1,031,250 shares are no longer subject to forfeiture. Prior to the stock dividend on February 4, 2021, shares outstanding included up to 937,500 of Founder Shares subject to forfeiture by the Sponsor if the over-allotment option was not exercised in full or in part by the underwriters.

In January 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s three independent directors, as an inducement to serve as directors of the Company, for a sales price of $0.003 per share, or an aggregate of $261 (the “purchase price”). The estimated fair value of the Founder Shares granted to the Company’s director nominees, was approximately $518,062, or $6.91 per share, which was calculated using a valuation model that takes into account various assumptions such as the probability of successfully completing a business combination and various other factors. The Company will record the fair value of the transferred shares as director compensation expense upon consummation of an initial business combination, in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 718 “Compensation-Stock Compensation”, which requires deferral of the expense recognition until after the performance condition is achieved, if the performance condition is a business combination or similar liquidity event. The transferred shares have the same terms and restrictions as the Founder Shares held by the Sponsor.

The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares (subject to certain limited exceptions) until the earlier to occur of (i) one year after the completion of the Company’s initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property ~~(the~~(the “Lock-up”). Notwithstanding the foregoing, if (A) the last reported sales price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (B) the Company consummates a transaction after the initial Business Combination which results in its stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.

Promissory Note - Related Party

On December 18, 2020, the Company issued an unsecured promissory note to the Sponsor for an aggregate of up to $300,000 to cover expenses related to the IPO. This loan was non-interest bearing and payable on the earlier of July 15, 2021 or the completion of the IPO. As of February 9, 2021, the Company has drawn down $136,678 under the promissory note. On February 11, 2021, the Company paid the $136,678 balance on the note.

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Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $2,000,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

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On August 23, 2022, the Company entered into a $500,000 promissory note (the “Convertible Note”) agreement with the Sponsor. The Convertible Note is payable upon the consummation of initial business combination or convertible into warrants at a price of $1.00 at the Sponsor’s discretion. The Convertible Note provides up to $500,000 in funds to be drawn against it. The Convertible Note does not accrue interest. At September 30, ~~2021~~2022 and December 31, ~~2020, 0 such~~2021, other than the Convertible Note, there was no outstanding balance on the Working Capital Loans ~~were outstanding~~.

Note 76 - Commitments and Contingencies

Underwriting Agreement

The underwriter had a 45-day option from the date of the IPO to purchase up to an aggregate of 4,125,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On February 9, 2021, the underwriter fully exercised its over-allotment option.

Upon consummation of the IPO on February 9, 2021, the underwriters were paid a cash underwriting fee of 2.0% of the gross proceeds of the IPO, or $6,075,000 in the aggregate.

The underwriters are entitled to a deferred underwriting fee of $0.35 per unit, or $10,631,250 in the aggregate, excluding 1,250,000 units purchased by an affiliate of the Sponsor upon which the underwriters are not entitled to a fee. The deferred fee will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

Registration Rights

The holders of the ~~founder shares,~~Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. These holders will be entitled to make up to 3three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company.

Note 87 - Stockholders’ Equity

Preferred Stock - The Company is authorized to issue a total of 1,000,000 preferred shares at par value of $0.0001 each. At September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, there were 0no preference ~~stock~~shares issued or outstanding.

Class A Common ~~stock~~Stock - The Company is authorized to issue a total of 100,000,000 shares of Class A common stock at par value of $0.0001 each. At September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, there were 0 no shares issued and outstanding, excluding 31,625,000 ~~and 0~~ shares subject to possible ~~redemption, respectively.~~redemption.

Class B Common stock - The Company is authorized to issue a total of 10,000,000 shares of Class B common stock at par value of $0.0001 each. At September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, there were 7,906,250 shares issued and outstanding.

The Company’s ~~sponsor,~~Sponsor, directors and officers have agreed not to transfer, assign or sell their ~~founder shares~~Founder Shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the reported closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property.

The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial Business Combination on a ~~1-for-one~~one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the Company’s initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all ~~founder shares~~Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Proposed Public Offering, plus the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Company’s ~~sponsor,~~Sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of ~~founder shares~~Founder Shares will never occur on a less than 1one for one basis.

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Holders of record of the Class A common stock and holders of record of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to 1one vote except as required by law.

Note 98 - Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, ~~2021,~~2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	September 30,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs		September 30,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)		(Level 2)		(Level 3)		2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	316,265,256	$	316,265,256	$	0	$	0	$	318,009,009	$	318,009,009	$	-	$	-

Liabilities:
Public Warrants Liability	$	10,754,081	$	10,754,081	$	0	$	0	$	621,431	$	621,431	$	-	$	-
Private Placement Warrants Liability		6,791,371		0		0		6,791,371		401,153		-		-		401,153
	$	17,545,452	$	10,754,081	$	0	$	6,791,371	$	1,022,584	$	621,431	$	-	$	401,153

The Warrants are accounted for as liabilities in accordance with ASC ~~815-40~~815-40 and are presented within warrant liabilities on the ~~Condensed Balance Sheet.~~balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the ~~Condensed Statement~~statements of ~~Operations.~~operations.

The Company established the initial fair value of the Public Warrants and Private Warrants on February 9, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. As of ~~September 30,~~December 31, 2021, the fair value for the Private Warrants was estimated using a Monte Carlo simulation model, and the fair value of the Public Warrants by reference to the quoted market price. The Public and Private Warrants were classified as Level 3 at the initial measurement date, and the Private Warrants were classified as Level 3 as of September 30, 2022 and December 31, 2021, due to the use of unobservable inputs. ~~For the period~~ ~~ending September 30, 2021,~~The transfer from Level 3 to Level 1 for the Public Warrants ~~were reclassified from a Level 3~~occurred on March 31, 2021 due to ~~a Level 1 classification due to~~the use of the observed trading price of the separated Public Warrants.

The following table presents the changes in Level 3 liabilities for the three and nine months ended September 30, ~~2021:~~2022:

Fair Value at January 1, 2021 $ 0
Initial fair value of public and private warrants 30,018,225
Change in fair value of public and private warrants (12,458,875
)
Public Warrants reclassified to Level 1
(10,910,625
)
Fair Value of private warrants at March 31, 2021 6,648,725
Change in fair value of private warrants
4,038,608
Fair Value of private warrants at June 30, 2021 $ 10,687,333
Change in fair value of private warrants (3,895,962 )
Fair Value of private warrants at September 30, 2021 $ 6,791,371

Fair Value at January 1, 2022	$	5,550,399
Change in fair value of public and private warrants		(2,722,959	)
Fair Value of private warrants at March 31, 2022	$	2,827,440
Change in fair value of public and private warrants		(2,052,275	)
Fair Value of private warrants at June 30, 2022	$	775,165
Change in fair value of public and private warrants		(374,012	)
Fair Value of private warrants at September 30, 2022	$	401,153

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The key inputs into the Monte Carlo simulation as of ~~February 9, 2021~~September 30,2022 and ~~September 30,~~ December 31,2021 were as follows:

Inputs	(Initial Measurement) February 29, 2021			September 30, 2021			September 30, 2022			December 31, 2021
Risk-free interest rate		0.64	%		1.11	%		4.04	%		1.32	%
Expected term remaining (years)		5.93			5.75			5.49			5.60
Expected volatility		24.1	%		12.8	%		1.3	%		10.7	%
Stock price	$	9.37		$	9.76		$	9.84		$	9.74

Note 109 - Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any, other than the below, subsequent events that would have required adjustment or disclosure in the financial statements.

The Company is currently in active discussions with an entity regarding a potential Business Combination (the “Potential Business Combination”), but the Company’s board of directors believes that there will not be sufficient time before the February 4, 2023 deadline to complete the Potential Business Combination. Therefore, On November 4, 2022, the Company filed a preliminary proxy statement in connection with a stockholders meeting (the “Extension Meeting”) to vote on a proposed extension of time for the Company to consummate a business combination from February 4, 2023 to August 12, 2023.

On October 11, 2022, Barclays Capital Inc. (“Barclays”) notified the Company that, subject to certain conditions, Barclays waives its entitlement to the payment of its portion of any deferred compensation in connection with its role as underwriter in the Initial Public Offering.

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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to the “Company,” “our,” “us” or “we” refer to Sustainable Development Acquisition I Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s ~~final prospectus~~Annual Report on Form 10-K for ~~its Initial Public Offering~~the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Recent Developments

Overview

We are a blank check company incorporated inas a Delaware ~~on December 16, 2020~~public benefit corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more ~~businesses (the “Business Combination”). Our Sponsor Sustainable Development Sponsor, LLC,~~businesses. We intend to effectuate our initial business combination using cash from the proceeds of our Initial Public Offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of our Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to banks or other lenders or the owners of the target, or a ~~Delaware limited liability company.~~combination of the foregoing.

The registration statement for our IPO was declared effective on February 4, 2021. On February 9, 2021, we consummated the IPO of 31,625,000 units (including 4,125,000 units issued to the Underwriters pursuant to the exercise in full of the over-allotment option granted to the Underwriters) (“Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $316.3 million, and incurring offering costs of approximately ~~$17.3~~$17.4 million, inclusive of $10.6 million in deferred underwriting commissions.

Simultaneously with the closing of the IPO, we consummated the private placement (“Private Placement”) of 9,325,000 warrants at a price of $1.00 per warrant (“Private Placement Warrants” and, together with the warrants included in the Units, the “Warrants”) to the Sponsor, generating gross proceeds of approximately $9.3 million.

Upon the closing of the IPO and the Private Placement on February 9, 2021, $316.3 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the IPO and the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

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If we have not completed a Business Combination within 24 months from the closing of the IPO, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

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~~Recent Developments~~

On April 12, 2021, the Staff of the Securities and Exchange Commission (“SEC”) released the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “Statement”). The SEC Staff Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those issued by the Company at the time of its IPO in February 2021.

The Warrants were classified as equity in the Company’s previously issued audited balance sheet as of February, 2021. In light of the Statement and guidance in Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity”, in particular as applicable to certain provisions in the Warrants related to tender or exchange offer provisions as well as provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, the Company evaluated the terms of the Warrant Agreement entered into in connection with the Company’s IPO and concluded that the Company’s Warrants include provisions that, based on ASC 815-40, preclude the Warrants from being classified as components of equity. The Warrants are not eligible for an exception from derivative accounting, and therefore should be classified as a liability measured at fair value, with changes in fair value reported each period in earnings.

Results of Operations

For the three months ended September 30, 2022, we had a net income of approximately $1.7 million, which included a gain from the change in fair value of warrant liabilities of $1 million and interest income on marketable securities of $1.4 million, offset by a loss from operations of $0.45 million and income tax provision of $0.28 million.

For the nine months ended September 30, 2022, we had a net income of approximately $14 million, which included a gain from the change in fair value of warrant liabilities of $13.9 million and interest income on marketable securities of $1.7 million, offset by loss from operations of $1.2 million and a provision for income tax of $0.3 million.

For the three months ended September 30, 2021, we had a net income of approximately $8.0 million, which included a ~~loss from operations of $0.2 million, and a~~ gain from the change in fair value of warrant liabilities of $8.2 million, offset by a loss from operations of $0.2 million.

For the nine months ended September 30, 2021, we had a net income of approximately $8.8 million, which included a gain from the change in fair value of warrant liabilities of $12.5 million, offset by a loss from operations of $0.7 million, offering cost expense allocated to warrants of $1.0 million, expense for excess in fair value over cash received for private placement warrants of $1.9 million.

Our business activities from inception to September 30, ~~2021~~2022 consisted primarily of our formation and completing our IPO, and since the offering, our activity has been limited to identifying and evaluating prospective acquisition targets for a Business Combination.

Liquidity and Capital Resources

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Class B common stock by our Sponsor and advances from our Sponsor.

On February 9, 2021, we consummated our Initial Public Offering of 31,625,000 units (the “Units”), including 4,125,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units. Each Unit consists of one share of Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), and one-half of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $316,250,000 (before underwriting discounts and commissions and offering expenses). Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 9,325,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to our stockholders, generating gross proceeds of $9,325,000.

Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Warrants, a total of $316,250,000 was placed in the Trust Account, and we had approximately $3.2 million of cash held outside of the Trust Account and working capital of approximately $2.6 million. We incurred approximately ~~$17.3~~$17.4 million in transaction costs, including $10.6 million of deferred underwriting fees that will be paid to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.

For the nine months ended September 30, 2022, net cash used in operating activities was approximately $1 million.

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For the nine months ended September 30, 2021, net cash used in operating activities was approximately ~~$1.3 million, net cash used in investing activities was approximately $316.3 million, and net cash provided by financing activities was approximately $318.9~~$1.4 million.

At September 30, ~~2021,~~2022, we had cash held in the Trust Account of ~~$316,265,256.~~$318,009,009. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable (if applicable) and deferred underwriting commissions) and the proceeds from the sale of the forward purchase shares to complete our Business Combination. To the extent that our shares or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the post-Business Combination entity, make other acquisitions and pursue our growth strategies.

At September 30, ~~2021,~~2022, we had cash of ~~$1,289,264~~$55,423 held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, properties or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $2,000,000 of such loans may be convertible into warrants, at the price of $1.00 per warrant at the option of the lender.

~~We do~~ On August 23, 2022, the Company entered into a $500,000 promissory note agreement with the Sponsor. The note is payable upon the consummation of initial business combination or convertible into warrants at a price of $1.00 at the Sponsor’s discretion. The note provides up to $500,000 in funds to be drawn against it. The note does not ~~believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate~~accrue interest. As of ~~the costs of identifying a target business, undertaking in-depth due diligence and negotiating and consummating a Business Combination are less~~September 30, 2022, other than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt inpromissory note described above, there were no amounts outstanding under any working capital loan.

Going Concern

In connection with ~~such Business Combination. Subject~~our assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 205-40, “Presentation of Financial Statements – Going Concern,” we have until February 9, 2023, to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us,consummate an initial business combination. It is uncertain that we will be ~~forced~~able to ~~cease operations~~consummate an initial business combination by this time. If an initial business combination is not consummated by this date, there will be a mandatory liquidation and ~~liquidate~~subsequent dissolution of the ~~Trust Account. In addition, following our Business Combination, if cash on hand~~Company. Additionally, it is ~~insufficient,~~uncertain that we ~~may need~~will have sufficient liquidity to ~~obtain additional financing in order to meet our obligations.~~

~~Off-Balance Sheet Financing Arrangements~~

fund the working capital needs of the Company through February 9, 2023 or through twelve months from the issuance of this report. We have ~~no obligations,~~determined that the liquidity condition and mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities ~~which would~~should the Company be considered off-balance sheet arrangements as of September 30, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referredrequired to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.liquidate after February 9, 2023.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

The underwriters are entitled to a deferred fee of $0.35 per share, or $10,631,250 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

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Critical Accounting ~~Policies~~Estimates

This management’s discussion and analysis of our financial condition and results of operations is based on our ~~unaudited condensed~~ financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these ~~unaudited condensed~~ financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our ~~unaudited condensed~~ financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Except as set forth below, there have been no significant changes in our critical accounting policies as discussed in our Annual Report on Form 10-K for the ~~final prospectus filed by us with the SEC on February 8,~~year ended December 31, 2021.

~~Warrants Liability~~

We evaluated the Warrants in accordance with ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers as well as provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815 and are not eligible for an exception from derivative accounting, the Warrants are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change.

~~Common Stock Subject to Possible Redemption~~

All of the 31,625,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at September 30, 2021, all shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets, respectively.

~~Net Income Per Share~~

~~The Company complies with accounting and disclosure requirements~~Table of ~~FASB ASC Topic 260, Earnings Per Share.~~ Contents~~Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.~~ ~~The Company has two classes of shares, Class A Common Stock and Class B Common Stock. Earnings and losses are shared pro rata between the two classes of shares~~. ~~The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase~~ 25,137,500 shares of Class A common stock in the calculation of diluted loss per stock, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period presented.

The Company’s condensed statement of operations applies the two-class method in calculating net income per share. Basic and diluted net income per common share for Class A common stock and Class B common stock is calculated by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock

Recent Accounting Standards

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 onat January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our ~~unaudited condensed~~ financial statements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Through September 30, 2022, our efforts have been limited to organizational activities, activities relating to our Initial Public Offering, and searching for a target business. We have engaged in limited operations and have not generated any revenues. We have not engaged in any hedging activities since our inception. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

The net proceeds of our Initial Public Offering, including amounts in the trust account, have been invested in U.S. government treasury obligations with a ~~smaller reporting company as defined by Rule 12b-2~~maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the ~~Exchange Act and are not required~~short-term nature of these investments, we believe there will be no associated material exposure to ~~provide the information otherwise required under this item.~~interest rate risk.

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ITEM 4.

CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, ~~2021.~~2022. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, ~~2021,~~2022, due to the previous material weakness in our internal control over financial reporting related to accounting for complex financial instruments described in Item 4. Controls and Procedures included in our Quarterly Report on Form 10-Q as filed with the SEC on May 25, 2021, and due to the restatements of our February 9, 2021, March 31, 2021, and June 30, 2021 financial statements (the ~~"restatements"~~“restatements”) regarding the classification of redeemable Class A Shares, as described below, which combined, constitutes a material weakness in our internal control over financial reporting related to accounting for complex financial instruments. Additionally, management has identified a material weakness in internal controls related to the accounting for fair value measurements including accruals of dividend income earned on marketable securities held in Trust Account. In light of ~~this~~these material ~~weakness,~~weaknesses, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, our Chief Executive Officer and Chief Financial Officer believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

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Regarding the restatements to the March 31, 2021, and June 30, 2021 quarterly financial statements included in the ~~Company's~~Company’s Form 10-Qs, as filed with the SEC on May 25, 2021 and August 20, 2021, respectively, as well as the ~~Company's~~Company’s balance sheet included on the ~~Company's~~Company’s Form 8-K, as filed with the SEC on February 16, 2021, and restated on the Form 10-Q filed with the SEC on May 25, 2021, certain redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of the Class A common stock in permanent equity. The Company restated its financial statements to classify all Class A common stock as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity.

It is noted that the non-cash adjustments to the financial statement do not impact the amounts previously reported for our cash and cash equivalents or total assets. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended on September 30, ~~2021~~2022 covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for the Warrants. The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

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PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

None.

ITEM 1A.

RISK FACTORS.

Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our ~~final prospectus filed with~~Annual Report of Form 10-K for the ~~SEC on February 8,~~year ended December 31, 2021. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our ~~final prospectus~~Annual Report on Form 10-K filed with the ~~SEC.~~SEC other than described below.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

On March 30, 2022, the SEC issued proposed rules relating to, among other items, disclosures in business combination transactions involving SPACs and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. These rules, if adopted, whether in the form proposed or in a revised form, may increase the costs of and the time needed to negotiate and complete an initial business combination, and may constrain the circumstances under which we could complete an initial business combination.

A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax; however, no guidance has been issued to date.

The IRA applies only to repurchases that occur after December 31, 2022. It is uncertain whether, and/or to what extent, the excise tax could apply to any redemptions of our public shares after December 31, 2022, including any redemptions in connection with initial business combination or a liquidation in the event we do not consummate an initial business combination by February 4, 2023. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination or otherwise may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with a business combination would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, (ii) the structure of the business combination, (iii) the nature and amount of any private investment in public equity or other equity issuances in connection with the business combination (or otherwise issued not in connection with the business combination but issued within the same taxable year of the business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by us, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in our ability to complete a business combination.

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ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On February 9, 2021, we consummated our Initial Public Offering of 31,625,000 Units, including 4,125,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units. There has been no material change in our planned use of the net proceeds from the initial public offering as described in our final prospectus filed with the SEC.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.	Description of Exhibit
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*	Filed herewith.

**	Furnished.

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SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Sustainable Development Acquisition I Corp.

Date: November ~~30, 2021~~14, 2022		/s/ Nicole Neeman Brady
	Name:	Nicole Neeman Brady
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

Date: November ~~30, 2021~~14, 2022		/s/ Eric Techel
	Name:	Eric Techel
	Title:	Chief Financial Officer
		(Principal Financial and Principal Accounting Officer)

Delaware		85-4353398
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~113 S. La Brea Avenue., 3rd Floor~~5701 Truxtun Avenue, Suite 201 ~~Los Angeles, CA~~Bakersfield, California		~~90036~~93309
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant	SDACU	The Nasdaq Capital Market
Shares of Class A common stock included as part of the units	SDAC	The Nasdaq Capital Market
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	SDACW	The Nasdaq Capital Market

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		Page
Part I. Financial Information		1
Item 1. Interim Financial Statements (Unaudited)		1
	Condensed Balance Sheets as of September 30, ~~2021 (unaudited)~~2022 (Unaudited) and December 31, ~~2020~~2021	1
	Unaudited Condensed ~~Statement~~Statements of Operations for the three and nine months ended September 30, 2022 and 2021	2
	Unaudited Condensed ~~Statement~~Statements of Changes in ~~Shareholders’ Equity (Deficit)~~Stockholders’ Deficit for the three and nine months ended September 30, 2022 and 2021	3
	Unaudited Condensed ~~Statement~~Statements of Cash Flows for the nine months ended September, ~~30,~~2022 and 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18 16
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		2119
Item 4. Controls and Procedures		2219
Part II. Other Information		2321
Item 1. Legal Proceedings		23 21
Item 1A. Risk Factors		23 21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		2322
Item 3. Defaults Upon Senior Securities		2322
Item 4. Mine Safely Disclosures		2322
Item 5. Other Information		2322
Item 6. Exhibits		2322
Part III. Signatures		24 23

	September 30, 2021			December 31, 2020
	(Unaudited)
Assets:
Cash	$	1,289,264		$	0
Prepaid Expenses		584,420			0
Total current assets		1,873,684			0

Prepaid expenses – non-current portion		197,459			0
Deferred offering costs		0			282,038
Cash and securities held in Trust Account		316,265,256			0
Total Assets	$	318,336,399		$	282,038

Liabilities and Stockholders’ Equity
Accrued offering costs and expenses	$	173,450		$	244,000
Promissory note - related party		0			15,450
Total current liabilities		173,450			259,450
Deferred underwriting fee		10,631,250			0
Warrant liability		17,545,452			0
Total liabilities		28,350,152			259,450

Commitments and Contingencies		0			0

Common stock subject to possible redemption, 31,625,000 and 0 stock at redemption value at September 30, 2021 and December 31, 2020, respectively		316,250,000			0

Stockholders’ (Deficit) Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0ne issued and outstanding		0			0
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding (excluding 31,625,000 and 0 stock subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively		0			0
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 7,906,250 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively⁽¹⁾		791			791
Additional paid-in capital		0			24,209
Accumulated deficit		(26,264,544	)		(2,412	)
Total stockholders’ (deficit) equity		(26,263,753	)		22,588
Total Liabilities and Stockholders’ (Deficit) Equity	$	318,336,399		$	282,038

	September 30, 2022 (Unaudited)			December 31, 2021
Assets:
Cash	$	55,423		$	1,013,843
Prepaid Expenses		217,933			577,500
Due from related party		7,429			-
Total current assets		280,785			1,591,343

Prepaid expenses – non-current portion		-			54,418
Marketable securities held in Trust Account		318,009,009			316,273,116
Total Assets	$	318,289,794		$	317,918,877

Liabilities, Common Stock Subject to Redemption, and Stockholders’ Deficit
Accrued offering costs and expenses	$	661,231		$	780,704
Income Tax Payable		295,709			-
Total Current Liabilities		956,940			780,704

Deferred underwriting fee		10,631,250			10,631,250
Warrant liability		1,022,584			14,878,193
Total liabilities		12,610,774			26,290,147

Commitments and Contingencies

Common stock subject to possible redemption, 0.0001 par value, 31,625,000 stock at redemption value of $10.04 and $10.00 per share at September 30, 2022 and December 31, 2021, respectively		317,359,797			316,250,000

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-			-
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding at September 30, 2022 and December 31, 2021		-			-
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 7,906,250 shares issued and outstanding at September 30, 2022 and December 31, 2021		791			791
Additional paid-in capital		-			-
Accumulated deficit		(11,681,568	)		(24,622,061	)
Total Stockholders’ Deficit		(11,680,777	)		(24,621,270	)
Total Liabilities, Common Stock Subject to Redemption, and Stockholders’ Deficit	$	318,289,794		$	317,918,877

	For the Three Months Ended September 30, 2021			For the Nine Months Ended September 30, 2021

Operating costs	$	201,925		$	747,127
Loss from Operations		(201,925	)		(747,127	)

Other income (expense):
Interest earned on cash and marketable securities held in Trust Account		6,499			15,256
Offering costs allocated to warrants		0			(1,027,907	)
Excess of fair value over cash received for private placement warrants		0			(1,939,600	)
Change in fair value of warrant liability		8,163,756			12,472,773
Total other income		8,170,255			9,520,522

Net income	$	7,968,330		$	8,773,395
Weighted average shares outstanding, Class A common stock subject to possible redemption		31,625,000			26,991,300
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.20		$	0.25
Weighted average shares outstanding, Class B common stock		7,906,250			7,755,151
Basic and diluted net income per share, Class B common stock	$	0.20		$	0.25

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholder’s
	Stock		Amount		Stock		Amount		Capital		Deficit			Deficit
Balance as of December 31, 2021		-	$	-		7,906,250	$	791	$	-	$	(24,622,061	)	$	(24,621,270	)
Net income		-		-		-		-		-		6,991,287			6,991,287
Balance as of March 31, 2022		-	$	-		7,906,250	$	791	$	-	$	(17,630,774	)	$	(17,629,983	)
Remeasurement of common stock subject to possible redemption		-		-		-		-		-		(53,823	)		(53,823	)
Net income		-		-		-		-		-		5,383,390			5,383,390
Balance as of June 30, 2022		-	$	-		7,906,250	$	791	$	-	$	(12,301,207	)	$	(12,300,416	)
Remeasurement of common stock subject to possible redemption		-		-		-		-		-		(1,055,974	)		(1,055,974	)
Net income		-		-		-		-		-		1,675,613			1,675,613
Balance as of September 30, 2022		-	$	-		7,906,250	$	791	$	-	$	(11,681,568	)	$	(11,680,777	)

Net loss	-		-		0			(8,501,720	)		(8,501,720	)
Balance as of June 30, 2021 (unaudited) (Restated)	0	$	7,906,250	$	791	$	$	(34,232,874	)	$	(34,232,083	)
Net income	-		-		0			7,968,330			7,968,330
Balance as of September 30,2021 (unaudited)	0	$	7,906,250	$	791	$	$	(26,264,544	)	$	(26,263,753	)

	For the Nine Months Ended September 30, 2022			For the Nine Months Ended September 30, 2021
Cash flows from operating activities:
Net income	$	14,050,290		$	8,773,395
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(1,735,893	)		(15,256	)
Offering costs allocated to warrants		-			1,027,907
Excess of fair value over cash received for private placement warrants		-			1,939,600
Change in fair value of warrant liability		(13,855,609	)		(12,472,773	)
Changes in operating assets and liabilities:
Prepaid expenses		413,985			(781,879	)
Due from related party		(7,429	)		-
Accrued expenses		(119,473	)		173,450
Income Tax Payable		295,709			-
Net cash used in operating activities		(958,420	)		(1,355,556	)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		-			(316,250,000	)
Net cash used in investing activities		-			(316,250,000	)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts		-			310,175,000
Proceeds from sale of Private Warrants		-			9,325,000
Proceeds from issuance of promissory note to Sponsor		-			121,228
Payments on promissory issued to Sponsor		-			(136,678	)
Payment of deferred offering costs		-			(589,730	)
Net cash provided by financing activities		-			318,894,820

Net change in cash		(958,420	)		1,289,264
Cash, beginning of period		1,013,843			-
Cash, end of the period	$	55,423		$	1,289,264

Supplemental disclosure of cash flow information:
Accretion of Class A stock subject to redemption	$	1,109,797		$	35,059,736
Deferred underwriters’ discount payable charged to additional paid-in capital	$	-		$	10,631,250
Initial classification of warrant liability	$	-		$	30,018,225

	For the nine months ended September 30, 2021
Cash flows from operating activities:
Net Income	$	8,773,395
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(15,256	)
Offering costs allocated to warrants		1,027,907
Excess of fair value over cash received for private placement warrants		1,939,600
Change in fair value of warrant liability		(12,472,773	)
Changes in operating assets and liabilities:
Prepaid assets		(781,879	)
Accrued expenses		173,450
Net cash used in operating activities		(1,355,556	)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(316,250,000	)
Net cash used in investing activities		(316,250,000	)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts		310,175,000
Proceeds from sale of Private Warrants		9,325,000
Proceeds from issuance of promissory note to Sponsor		121,228
Payments on promissory issued to Sponsor		(136,678	)
Payment of deferred offering costs		(589,730	)
Net cash provided by financing activities		318,894,820

Net change in cash		1,289,264
Cash, beginning of period		0
Cash, end of the period	$	1,289,264

Supplemental disclosure of cash flow information:
Accretion of Class A stock subject to redemption		35,059,736
Deferred underwriters’ discount payable charged to additional paid-in capital		10,631,250
Initial classification of warrant liability		30,018,225

	As Previously			Restatement
	Reported			Adjustment			As Restated
Balance Sheet as of February 9, 2021 (as revised in footnote 2 of form 10Q filed on May 25, 2021)
Common stock subject to possible redemption at redemption value	$	273,244,055		$	43,005,945		$	316,250,000

Stockholders’ equity (deficit)
Class A common stock - $0.0001 par value		430			(430	)		0
Class B common stock - $0.0001 par value		791			0			791
Additional paid-in capital		7,976,093			(7,976,093	)		0
(Accumulated Deficit)		(2,977,308	)		(35,029,422	)		(38,006,730	)
Total stockholders’ equity (deficit)	$	5,000,006		$	(43,005,945	)	$	(38,005,939	)

Shares subject to possible redemption		27,324,405			4,300,595			31,625,000

Balance Sheet as of March 31, 2021 (per form 10-Q filed on May 25, 2021)
Common stock subject to possible redemption at redemption value	$	281,214,123		$	35,035,877		$	316,250,000

Stockholders’ equity (deficit)
Class A common stock - $0.0001 par value		350			(350	)		0
Class B common stock - $0.0001 par value		791			0			791
Additional paid-in capital		0			0			0
Retained Earnings (Accumulated Deficit)		9,304,373			(35,035,527	)		(25,731,154	)
Total stockholders’ equity (deficit)	$	9,305,514		$	(35,035,877	)	$	(25,730,363	)

Shares subject to possible redemption		28,121,412			3,503,588			31,625,000


Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 20, 2021)
Common stock subject to possible redemption at redemption value	$	277,017,913	$	39,232,087		$	316,250,000

Stockholders’ equity (deficit)
Class A common stock - $0.0001 par value		392		(392)	)		0
Class B common stock - $0.0001 par value		791		0			791
Additional paid-in-capital		4,196,168		(4,196,168)	)		0
Retained Earnings (Accumulated Deficit)		802,653		(35,035,527)	)		(34,232,874)	)
Total stockholders’ equity (deficit)	$	5,000,004	$	(39,232,087)	)	$	(34,232,083)	)

Shares subject to possible redemption		27,701,791		3,923,209			31,625,000


Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 (per form 10-Q filed on May 25, 2021)
Sale of 31,625,000 Units, net of underwriting discount, offering expenses and the fair value of public warrants
Class A Common stock - Shares		31,625,000			(31,625,000	)		0
Class A Common stock - Amount	$	3,163		$	(3,163	)	$	0
Additional Paid-in-Capital	$	281,187,101		$	(281,187,101	)	$	0
Total Stockholder’s Equity	$	281,190,264		$	(281,190,264	)	$	0
Class A common stock subject to possible redemption
Class A Common stock - Shares		(28,121,412	)		28,121,412			0
Class A Common stock - Amount	$	(2,813	)	$	2,813		$	0
Additional Paid-in-Capital	$	(281,211,310	)	$	281,211,310		$	0
Total Stockholder’s Equity	$	(281,214,123	)	$	281,214,123		$	0
Accretion of Class A common stock subject to possible redemption
Additional Paid-in-Capital	$	0		$	(24,209	)	$	(24,209	)
Retained Earnings	$	0		$	(35,035,527	)	$	(35,035,527	)
Total Stockholder’s Equity	$	0		$	(35,059,736	)	$	(35,059,736	)

Statement of Changes in Stockholders’ Equity for the three and six months ended June 30, 2021 (per form 10-Q filed on August 20, 2021)
Period from January 1, 2021 to March 31, 2021
Sale of 31,625,000 Units, net of underwriting discount, offering expenses and the fair value of public warrants
Class A Common stock - Shares		31,625,000			(31,625,000	)		0
Class A Common stock - Amount	$	3,163		$	(3,163	)	$	0
Additional Paid-in-Capital	$	281,187,101		$	(281,187,101	)	$	0
Total Stockholder’s Equity	$	281,190,264		$	(281,190,264	)	$	0
Class A common stock subject to possible redemption
Class A Common stock - Shares		(28,121,412	)		28,121,412			0
Class A Common stock - Amount	$	(2,813	)	$	2,813		$	0
Additional Paid-in-Capital	$	(281,211,310	)	$	281,211,310		$	0
Total Stockholder’s Equity	$	(281,214,123	)	$	281,214,123		$	0
Accretion of Class A common stock subject to possible redemption
Additional Paid-in-Capital	$	0		$	(24,209	)	$	(24,209	)
Retained Earnings	$	0		$	(35,035,527	)	$	(35,035,527	)
Total Stockholder’s Equity	$	0		$	(35,059,736	)	$	(35,059,736	)
Period from April 1, 2021 to June 30, 2021
Change in Class A common stock subject to possible redemption
Class A Common stock - Shares		419,621			(419,621	)		0
Class A Common stock - Amount	$	42		$	(42	)	$	0
Additional Paid-in-Capital	$	4,196,168		$	(4,196,168	)	$	0
Total Stockholder’s Equity	$	4,196,210		$	(4,196,210	)	$	0

Statement of Operations for the three months ended March 31, 2021 (per form 10-Q filed on May 25, 2021)
Weighted average shares outstanding, Class A common stock subject to possible redemption		27,340,033		(9,770,589	)		17,569,444
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0	$	0.37		$	0.37
Weighted average shares outstanding, non-redeemable common stock		9,887,523		(2,439,606	)		7,447,917
Basic and diluted net income per share, non-redeemable common stock	$	0.94	$	(0.57	)	$	0.37


Statement of Operations for the three months ended June 30, 2021 (per form 10-Q filed on August 20, 2021)
Weighted average shares outstanding, Class A common stock subject to possible redemption		28,116,801			3,508,199			31,625,000
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0		$	(0.22	)	$	(0.22	)
Weighted average shares outstanding, non-redeemable common stock		11,414,449			(3,508,199	)		7,906,250
Basic and diluted net income per share, non-redeemable common stock	$	(0.74	)	$	0.52		$	(0.22	)

Statement of Operations for the six months ended June 30, 2021 (per form 10-Q filed on August 20, 2021)
Weighted average shares outstanding, Class A common stock subject to possible redemption		27,837,821			(3,201,771	)		24,636,050
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0		$	0.02		$	0.02
Weighted average shares outstanding, non-redeemable common stock		10,655,204			(2,976,855	)		7,678,349
Basic and diluted net income per share, non-redeemable common stock	$	0.08		$	(0.06	)	$	0.02


Statement of Cash Flows for the three months ended March 31, 2021 (per form 10-Q filed on May 25, 2021)
Initial classification of common stock subject to possible redemption	$	273,244,055	$	43,005,945		$	316,250,000
Change in common stock subject to possible redemption	$	7,970,068	$	(7,970,068	)	$	0


Statement of Cash Flows for the six months ended June 30, 2021 (per form 10-Q filed on August 20, 2021)
Initial classification of common stock subject to possible redemption	$	273,244,055	$	43,005,945		$	316,250,000
Change in common stock subject to possible redemption	$	3,773,858	$	(3,773,858	)	$	0

Fair Value at January 1, 2021	$	0
Initial fair value of public and private warrants		30,018,225
Change in fair value of public and private warrants		(12,458,875	)
Public Warrants reclassified to Level 1		(10,910,625	)
Fair Value of private warrants at March 31, 2021		6,648,725
Change in fair value of private warrants		4,038,608
Fair Value of private warrants at June 30, 2021	$	10,687,333
Change in fair value of private warrants		(3,895,962	)
Fair Value of private warrants at September 30, 2021	$	6,791,371