| Description of Organization, Business Operations | Note 1—Description of Organization, Business
Operations Omnichannel Acquisition Corp. (the “Company”)
is a blank check company incorporated in Delaware on September 9, 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 one or more businesses
(the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the
risks associated with emerging growth companies. As of June 30, 2021, the Company had not commenced
any operations. All activity for the period from September 9, 2020 (inception) through June 30, 2021 relates to the Company’s formation
and the initial public offering (the “Initial Public Offering”), described below, and since the closing of the Initial Public
Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after
the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest
income on investments from the proceeds derived from the Initial Public Offering (as defined below). The Company’s sponsor is Omnichannel Sponsor
LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public
Offering was declared effective November 19, 2020. On November 24, 2020, the Company consummated its Initial Public Offering of 20,000,000
units (the “Units”) at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately
$11.6 million, inclusive of approximately $7.0 million in deferred underwriting commissions (Note 5). The Company granted the underwriters
in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to 3,000,000 additional units to cover
over-allotments, if any. The Underwriters partially exercised the over-allotment option and on November 30, 2020, the underwriters purchased
an additional 650,000 Units (the “Over-Allotment Units”), generating gross proceeds of $6.5 million, and incurred additional
offering costs of $357,500 in underwriting fees (inclusive of $227,500 in deferred underwriting fees) (the “Over-Allotment”). Simultaneously with the closing of the Initial
Public Offering, the Company consummated the private placement (“Private Placement”) of 6,000,000 warrants (each, a “Private
Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant
to the Sponsor, generating proceeds of $6.0 million (Note 4). Simultaneously with the closing of the Over-Allotment on November 30, 2020,
the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 130,000
Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of $130,000. Upon the closing of the Initial Public Offering,
the Over-Allotment and the Private Placement, $206.5 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial
Public Offering, the Over-Allotment and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust
Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only
in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and
meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”),
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. The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There
is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial
Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account net of amounts
disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions)
at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination
if the post-business combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling
interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company provides the holders of the Company’s
outstanding shares of Class A common stock (the “Public Stockholders”), par value $0.0001 per share, sold in the Initial Public
Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion
of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means
of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender
offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for
a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount
to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the
Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as
temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s
(“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”
(“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of
the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less
than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business
or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Amended and Restated
Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission
(“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder
approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the
Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender
offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against
the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders
(as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the
Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights
with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Amended and Restated Certificate of Incorporation
provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is
acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares,
without the prior consent of the Company. The Sponsor and the Company’s officers and
directors (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation
to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete
a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’
rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem
their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business
Combination within 18 months from the closing of the Initial Public Offering, or May 24, 2022 (the “Combination Period”),
the Company 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 the Company 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 the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders agreed to waive their
rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business
Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering,
they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete
a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission
(see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period
and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption
of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available
for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the
Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent
registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which
the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”),
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 Public 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 Target
that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will
it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce
the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors,
service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company
waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business
Combination On July 19, 2021, the Company entered into a business combination agreement
with Omnichannel Merger Sub, Inc., a wholly-owned subsidiary of Omnichannel (“Merger Sub”), and Kin Insurance, Inc., a Delaware
corporation (“Kin”) (as it may be amended and/or restated from time to time, the “Business Combination Agreement”).
Upon the consummation of the transactions contemplated by the Business Combination Agreement (the “Closing”), Merger Sub will
merge with and into Kin (the “Merger”) with Kin surviving the Merger as a wholly-owned subsidiary of Omnichannel (the “Business
Combination”). In addition, at the Closing, Omnichannel will be renamed “Kin Insurance, Inc.” References herein to “Pubco”
shall mean the Company as of the time following such change of name. Pursuant to the Business Combination Agreement, (a) immediately prior
to the effectiveness of the Merger (the “Effective Time”), (i) each issued and outstanding share of preferred stock of Kin
will automatically convert into a number of shares of common stock of Kin in accordance with Kin’s certificate of incorporation
and (ii) each share of Class A common stock and Class B common stock of the Company will be converted into one share of common stock of
the Company and (b) each share of common stock of Kin will be converted into 8.5881 shares of common stock of Pubco. Effective as of the Effective Time, (i) each outstanding option to
purchase shares of Kin preferred stock or Kin common stock (each, a “Kin Option”) that is outstanding and unexercised immediately
prior to the Effective Time, whether or not then vested or exercisable, shall be assumed by Omnichannel and shall be converted into an
option to acquire shares of Pubco common stock with the same terms and conditions as applied to the Kin Option immediately prior to the
Effective Time (a “Pubco Option”); provided that the number of shares underlying such Pubco Options will be determined by
multiplying the number of shares of Kin common stock subject to such Kin Option immediately prior to the Effective Time by 8.5881 (the
“Exchange Ratio”), which product shall be rounded down to the nearest whole number of shares, and the exercise price of each
Pubco Option will be determined by dividing the per share exercise price immediately prior to the Effective Time by the Exchange Ratio,
which quotient shall be rounded up to the nearest whole cent. Effective as of the Effective Time, each outstanding
warrant to acquire shares of Kin preferred stock or Kin common stock (each, a “Kin Warrant”) that is issued and outstanding
immediately prior to the Effective Time and not terminated pursuant to its terms, by virtue of the Business Combination and without any
action on the part of Omnichannel, Kin or the holder of any such Kin Warrant, shall be assumed by Omnichannel and shall be converted into
a warrant to acquire shares of Pubco common stock with the same terms and conditions as applied to the Kin Warrant immediately prior to
the Effective Time (a “Pubco Warrant”); provided that the number of shares underlying such Pubco Warrants will be determined
by multiplying the number of shares of Kin common stock or Kin preferred stock subject to such Kin Warrant immediately prior to the Effective
Time by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the exercise price of each
Pubco Warrant will be determined by dividing the per share exercise price of such Kin Warrant immediately prior to the Effective Time
by the Exchange Ratio, which quotient shall be rounded down to the nearest whole cent. The consummation of the Business Combination is conditioned upon,
among other things, (a) Omnichannel having an aggregate cash amount of at least $200 million available at Closing from the Company’s
trust account and PIPE Investors (the “Minimum Cash Condition”), (b) the expiration or termination of the waiting period (or
any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated
thereunder (the “HSR Act”), and (c) the approval by the Florida Office of Insurance Regulation of the Business Combination. The parties to the Business
Combination Agreement have made customary representations, warranties and covenants in the Business Combination Agreement, including,
among others, covenants with respect to the conduct of Omnichannel and Kin and its subsidiaries prior to the closing of the Business Combination. The Business Combination
Agreement may be terminated by Kin or Omnichannel under certain circumstances, including, among others, (i) by mutual written consent
of Kin and Omnichannel, (ii) by either Kin or Omnichannel if the closing of the Business Combination has not occurred on or before April
19, 2022 and (iii) by Kin or Omnichannel if either Omnichannel or Kin has not obtained the required approval of its stockholders. The Business Combination Agreement contains representations, warranties and covenants that the parties to the Business
Combination Agreement made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions
embodied in those representations, warranties and covenants were made for purposes of the contract among the parties and are subject to
important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. In particular, the representations,
warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business
Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may
be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes
of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts)
and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and
reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”). Investors should not rely on the
representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts
or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements
and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning
the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement,
which subsequent information may or may not be fully reflected in the Company’s public disclosures. Subscription Agreements The Company entered into
subscription agreements (the “Subscription Agreements”), each dated as of July 19, 2021, with certain institutional investors
(the “PIPE Investors”), pursuant to which, among other things, the Company agreed to issue and sell, in private placements
to close immediately prior to the closing of the Business Combination, an aggregate of 8,042,500 shares of Omnichannel Class A common
stock at $10.00 per share for aggregate gross proceeds of $80.43 million. At the Closing of the Business Combination, each of the holders
of shares of Omnichannel Class A common stock issued pursuant to the Subscription Agreements will automatically receive, on a one-for-one
basis, shares of Pubco common stock in exchange for such shares. Registration Rights
Agreement In connection with the execution of the Business Combination Agreement,
Kin equityholders have entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”)
with Omnichannel and the Sponsor. Pursuant to the Registration Rights Agreement, within 30 days of Closing, Pubco will file a registration
statement registering for resale (i) the Omnichannel common stock held by the Sponsor as converted into Pubco common stock post-Closing,
(ii) the Private Placement Warrants, (iii) any Pubco common stock or warrants held by a holder signatory to the Registration Rights Agreement,
(iv) any Pubco common stock acquired by any holder signatory to the Registration Rights Agreement upon the exercise of a warrant or similar
right, (v) any shares or warrants otherwise acquired by a holder signatory to the Registration Rights Agreement, and (vi) any other equity
security issued with respect to any of (i)-(v) pursuant to a reorganization, stock split, stock dividend or like transaction. Pubco thereafter
is required to maintain a registration statement that is continuously effective and to cause the registration statement to regain effectiveness
in the event that it ceases to be effective. At any time that the registration statement is effective, any holder signatory to the Registration
Rights Agreement may request to sell all or a portion of its securities that are registrable in an underwritten offering pursuant to the
registration statement; provided that the proposed offering demanded by the holders(s) must be reasonably expected to exceed $35 million
in gross proceeds ; provided further In addition, the holders
have certain “piggyback” registration rights with respect to registrations initiated by Pubco or other stockholders of Pubco.
Pubco will bear the expenses incurred in connection with the filing of any registration statements pursuant to the Registration Rights
Agreement. Support Agreements In connection with and
following the execution of the Business Combination Agreement, certain Kin stockholders (the “Kin Supporting Stockholders”)
entered into transaction support agreements with the Company (the “Support Agreements”). Under the Support Agreements, each
Kin Supporting Stockholder agreed, on (or effective as of) the third business day following the SEC declaring effective the registration
statement relating to the approval by Omnichannel stockholders of the Business Combination, to execute and deliver a written consent
to adopt the Business Combination Agreement and related documents, to waive stockholder notice rights in connection with the Business
Combination, and, if a holder of preferred stock, to consent to the preferred stock conversion. In addition, the Kin Supporting Stockholders
agree, in the event of an annual or special meeting of stockholders, to (i) appear or cause their shares to be counted present for quorum
purposes, (ii) vote in favor of the Business Combination and any other matters reasonably requested by Kin to consummate the Business
Combination, (iii) vote against any proposal that would materially impede the Business Combination and (iv) vote in favor of or consent
to the Business Combination in any other circumstance so required for completion of the Transaction. In addition, the Support Agreements
prohibit the Kin Supporting Stockholders from engaging in activities that have the effect of soliciting a competing acquisition proposal. Sponsor Agreement In connection with the
execution of the Business Combination Agreement, the Sponsor and certain insiders of Omnichannel entered into an Agreement (the “Sponsor
Letter Agreement”) with Omnichannel and Merger Sub, pursuant to which the Sponsor and such insiders agreed to vote all shares of
Omnichannel common stock beneficially owned by them in favor of the Business Combination and each other proposal related to the Business
Combination included on the agenda for the special meeting of stockholders relating to the Business Combination, to appear at such meeting
or otherwise cause their shares to be counted as present for purposes of establishing a quorum at such meeting, to vote against any proposal
that would impede the Business Combination and the other transactions contemplated thereby and to vote against any change in business,
management or board of directors of Omnichannel other than in connection with the transaction, and not to redeem any of their shares. Also, in connection with
the Business Combination, the Sponsor agreed to forfeit 774,375 Founder Shares (as defined below) and 1,226,000 Private Placement Warrants. “Founder Shares” means the Omnichannel Class B common stock initially purchased by the Sponsor in a private
placement prior to the Initial Public Offering and, after the Business Combination, the Omnichannel Class A common stock that will be
issued upon the automatic conversion of such Omnichannel Class B common stock. The Sponsor Letter Agreement
also contains a provision for a lock-up of the Founder Shares (or any shares of Omnichannel Class A common stock issuable upon conversion
thereof) following the Business Combination. The relevant provision provides that the Sponsor and the insiders party to the agreement
will not transfer, except in limited circumstances, any Founder Shares (or any shares of Omnichannel Class A common stock issuable upon
conversion thereof) until the earlier of (i) one year after the completion of the Business Combination, (ii) any time during which the
closing price of the Pubco common stock equals or exceeds $12.00 per share (adjusted for any stock split, stock dividend, or the like)
for 20 days in any 30-day period (such period commencing at least 150 days after the Business Combination), or (iii) the date on which
Omnichannel completes a liquidation, merger or similar transaction that results in all Omnichannel stockholders having the right to exchange
Class A common stock for cash, securities or other property. In the event that Kin waives, releases, or terminates the Lockup Agreement
(such agreement discussed below) with respect to any shares or holders, then the holders of the Founder Shares subject to the Sponsor
Letter Agreement will be granted a pro rata share in such waiver, release or termination. Pursuant to the Sponsor
Letter Agreement, each Founder Share not forfeited will be converted into one share of Pubco common stock in connection with the Closing. The insiders who are
party to the Sponsor Letter Agreement include Omnichannel directors and executive officers Matt Higgins, Christine Pantoya, Austin Simon,
Bobbi Brown, Albert Cary, Priya Dogra, Mark Gerson and Emmett Shine. Lockup Agreement In connection with the execution of the Business
Combination Agreement, certain Kin stockholders have entered into lockup agreements (the “Lockup Agreements”) with Omnichannel.
Pursuant to the Lockup Agreements, each stockholder may not, with limited exceptions, transfer shares until the earlier of (i) 180 days
after Closing, and (ii) the date on which Omnichannel completes a liquidation, merger or similar transaction that results in all Omnichannel
stockholders having the right to exchange Class A common stock for cash, securities or other property. In the event that Pubco waives,
releases, or terminates the lockup provision in the Sponsor Letter Agreement (such agreement discussed above) with respect to any shares
held by Sponsors, then the holders of the common stock subject to this Lockup Agreement will be granted a pro rata share in such waiver,
release or termination. Director Nomination Agreement In connection with the Closing, Pubco and the Sponsor will enter into
a director nomination agreement (the “Director Nomination Agreement”). Pursuant to the Director Nomination Agreement, the
Sponsor will hold certain rights to nominate a member of the board of directors of Pubco, effective as of the Closing Date, subject to
the conditions set forth in the Director Nomination Agreement. The Sponsor’s initial nominee to the board is expected to be Matt
Higgins. Until fifteen (15) months after the Director Nomination Agreement, Sponsor has the right to name a second board member who is
independent under NYSE listing rules and for audit committee purposes, provided that such nominee is reasonably acceptable to Pubco. The
Director Nomination Agreement will terminate as of the date that is twenty-four (24) months after the Closing. Liquidity and Going Concern As of June 30, 2021, the Company had approximately
$472,000 in cash and working capital deficit of approximately $1.8 million (excluding tax obligations of approximately $73,000 that may
be paid using investment income earned from the Trust Account). On September 9, 2020, our Sponsor agreed to loan
us an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”).
This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. We borrowed approximately $105,000
under the Note and fully repaid the Note in full on November 24, 2020. The Company’s liquidity needs had been satisfied
through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares, the loan under the Note from the Sponsor of
approximately $105,000 to the Company (as discussed above), and the net proceeds from the consummation of the Private Placement not held
in the Trust Account. The Company fully repaid the Note on November 24, 2020. In addition, 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, provide the Company Working Capital Loans (see Note 4). As of June 30, 2021, there were no amounts outstanding
under any Working Capital Loans. 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 has determined that the liquidity condition and mandatory liquidation date and subsequent dissolution raises substantial doubt
about the Company’s ability to continue as a going concern. If the Company is unable to complete a business combination by May 24,
2022, then the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the carrying
amounts of assets or liabilities should the Company be required to liquidate after May 24, 2022. Risks and Uncertainties On January 30, 2020, the World Health Organization
(“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”).
In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact
of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial
position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and
restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain
and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s
results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability
to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented
to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among
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