| (a) | Amount Beneficially Owned: CC ARB West, LLC owns 1,009,706 Shares of common stock, consisting of 1,009,706 Shares of common stock directly held. Castle Creek SPAC Fund, LLC owns 170,110 Shares of common stock, consisting of 170,110 Shares of common stock directly held, and CC Arbitrage, Ltd. owns 167,062 Shares of common stock, consisting of 167,062 Shares of common stock directly held. By virtue of their relationships with CC ARB West, LLC, Castle Creek SPAC Fund, LLC, and CC Arbitrage, Ltd. discussed in further detail in Item 2, each of Castle Creek and Mr. Weine may be deemed to beneficially own the Shares owned by CC ARB West, LLC, Castle Creek SPAC, LLC and CC Arbitrage, Ltd. This Schedule 13G reports an aggregate of 1,346,878 Shares of common stock, consisting of 1,346,878 Shares of common stock directly held. The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person. | |
| (b) | Percent of Class: The following ownership percentages are based on 25,875,000 Class A common stock issued and outstanding as of November 16, 2021, as reported in the Issuer’s Form 10-Q dated November 16, 2021. The 1,009,706 Shares owned by CC ARB West, LLC represent approximately 3.90% of the outstanding Shares. The 170,110 Shares owned by Castle Creek SPAC Fund, LLC represent approximately 0.66% of the outstanding Shares. The 167,062 Shares owned by CC Arbitrage, Ltd. represent approximately 0.65% of outstanding Shares. By virtue of its relationship with CC ARB West, LLC, Castle Creek SPAC Fund, LLC and CC Arbitrage, Ltd. discussed in further detail in Item 2, Castle Creek may be deemed to beneficially own 1,346,878 Shares, representing approximately 5.21% of the outstanding Shares and Mr. Weine may be deemed to beneficially own 1,346,878 Shares representing approximately 5.21% of the outstanding Shares. This schedule 13G reports an aggregate of 1,346,878 Shares, representing approximately 5.21% of the outstanding Shares. | |
| | (ii) | shared power to vote or to direct the vote: CC ARB West, LLC, Castle Creek SPAC Fund, LLC, CC Arbitrage, Ltd., Castle Creek, and Mr. Weine share the power to vote or direct the vote of the 1,346,878 Shares owned by CC ARB West, LLC, Castle Creek SPAC Fund, LLC, and CC Arbitrage, Ltd. | |
| | (iv) | shared power to dispose or to direct the disposition of: CC ARB West, LLC, Castle Creek SPAC Fund, LLC , CC Arbitrage, Ltd., Castle Creek, and Mr. Weine share the power to dispose or direct the disposition of the 1,346,878 Shares owned by CC ARB West, LLC, Castle Creek SPAC Fund, LLC, and CC Arbitrage, Ltd. | |