10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

LUX HEALTH TECH ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-39657	85-2825321
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

920 Broadway, 11th Floor

New York, New York 10010

(Address of Principal Executive Offices, including zip code)

(646) 475-4385

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

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-third of one warrant	LUXAU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	LUXA	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	LUXAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒ No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):   Yes ☒ No  ☐

As of August 12, 2022, 34,500,000 shares of Class A common stock, $0.0001 par value, and 8,625,000 shares of Class B common stock, $0.0001 par value, were issued and outstanding.

LUX HEALTH TECH ACQUISITION CORP.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Financial Statements	2
	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	2
	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021	3
	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for The Three and Six Months Ended June 30, 2022 and 2021	4
	Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021	5
	Notes to Unaudited Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29
Item 4.	Control and Procedures	29
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
SIGNATURES		32

1

PART I - FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED FINANCIAL STATEMENTS

LUX HEALTH TECH ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	June 30, 2022			December 31, 2021
	(Unaudited)
Assets:
Current assets:
Cash	$	25,279		$	417,821
Prepaid expenses		125,834			236,453
Total current assets		151,113			654,274
Investments held in Trust Account		345,533,790			345,025,321
Total Assets	$	345,684,903		$	345,679,595
Liabilities, Class A Common Stock Subject to Possible    Redemption and Stockholders' Deficit:
Current liabilities:
Accounts payable	$	337,220		$	260,790
Accrued expenses		249,634			32,150
Franchise tax payable		99,228			147,442
Income taxes payable		34,586			-
Convertible promissory note – related party		477,063			483,705
Total current liabilities		1,197,731			924,087
Deferred underwriting commissions		12,075,000			12,075,000
Derivative warrant liabilities		2,615,000			15,167,000
Total Liabilities		15,887,731			28,166,087
Commitments and Contingencies
Class A common stock, $0.0001 par value; 34,500,000 shares subject to    possible redemption at $10.001 and $10.000 per share at June 30, 2022    and December 31, 2021, respectively		345,031,707			345,000,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none    issued or outstanding at June 30, 2022 and December 31, 2021		-			-
Class A common stock, $0.0001 par value; 200,000,000 shares authorized;    no non-redeemable shares outstanding at June 30, 2022 and    December 31, 2021		-			-
Class B common stock, $0.0001 par value; 20,000,000 shares    authorized; 8,625,000 shares issued and outstanding at June 30, 2022    and December 31, 2021		863			863
Accumulated deficit		(15,235,398	)		(27,487,355	)
Total Stockholders' Deficit		(15,234,535	)		(27,486,492	)
Total Liabilities, Class A Common Stock Subject to Possible    Redemption and Stockholders' Deficit	$	345,684,903		$	345,679,595

The accompanying notes are an integral part of these unaudited condensed financial statements.

2

LUX HEALTH TECH ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
		2022			2021			2022			2021
General and administrative    expenses	$	418,320		$	336,563		$	648,833		$	621,725
General and administrative    expenses - related party		-			46,755			-			89,671
Franchise tax expenses		50,663			51,463			100,028			100,601
Loss from operations		(468,983	)		(434,781	)		(748,861	)		(811,997	)
Other income
Income from investments held    in Trust Account		481,575			5,244			508,469			10,430
Change in valuation of    Convertible promissory    note - related party		4,573			-			6,642			-
Change in fair value of    derivative warrant liabilities		4,707,000			2,440,670			12,552,000			20,397,000
Total other income		5,193,148			2,445,914			13,067,111			20,407,430
Income before income taxes		4,724,165			2,011,133			12,318,250			19,595,433
Income tax expense		34,586			-			34,586			-
Net income	$	4,689,579		$	2,011,133		$	12,283,664		$	19,595,433
Basic and diluted weighted    average shares outstanding    of Class A common stock		34,500,000			34,500,000			34,500,000			34,500,000
Basic and diluted net income per    share, Class A common stock	$	0.11		$	0.05		$	0.28		$	0.45
Basic and diluted weighted    average shares outstanding of    Class B common stock		8,625,000			8,625,000			8,625,000			8,625,000
Basic and diluted net income per    share, Class B common stock	$	0.11		$	0.05		$	0.28		$	0.45

The accompanying notes are an integral part of these unaudited condensed financial statements.

3

LUX HEALTH TECH ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For The Three and Six Months Ended June 30, 2022

	Common Stock							Additional					Total
	Class A			Class B				Paid-In		Accumulated			Stockholders'
	Shares	Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2021	-	$	-		8,625,000	$	863	$	-	$	(27,487,355	)	$	(27,486,492	)
Net income	-	-		-		-		-			7,594,085			7,594,085
Balance - March 31, 2022 (Unaudited)	-		-		8,625,000		863		-		(19,893,270	)		(19,892,407	)
Remeasurement of Class A common stock subject to possible redemption	-		-		-		-		-		(31,707)			(31,707)
Net income	-		-		-		-		-		4,689,579			4,689,579
Balance - June 30, 2022 (Unaudited)	-	$	-		8,625,000	$	863	$	-	$	(15,235,398	)	$	(15,234,535	)

For the Three and Six Months Ended June 30, 2021

	Common Stock							Additional					Total
	Class A			Class B				Paid-In		Accumulated			Stockholders'
	Shares	Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – December 31, 2020	-	$	-		8,625,000	$	863	$	-	$	(54,584,823	)	$	(54,583,960	)
Net income	-	-		-		-		-			17,584,300			17,584,300
Balance - March 31, 2021 (Unaudited)	-	$	-		8,625,000	$	863	$	-	$	(37,000,523	)	$	(36,999,660)
Net income	-		-		-		-		-		2,011,133			2,011,133
Balance - June 30, 2021 (Unaudited)	-	$	-		8,625,000	$	863	$	-	$	(34,989,390	)	$	(34,988,527	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

4

LUX HEALTH TECH ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

	For the Six Months Ended June 30,
		2022			2021
Cash Flows from Operating Activities:
Net income	$	12,283,664		$	19,595,433
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(12,552,000)			(20,397,000)
Change in fair value of working capital loan – related party		(6,642)			-
Income from investments held in Trust Account		(508,469)			(10,430)
Changes in operating assets and liabilities:
Prepaid expenses		110,619			234,628
Accounts payable		76,430			199,055
Accrued expenses		217,484			790
Franchise tax payable		(48,214)			33,923
Income taxes payable		34,586			-
Net cash used in operating activities		(392,542)			(343,601)
Cash Flows from Financing Activities:
Offering costs paid		-			(15,450)
Net cash used in financing activities		-			(15,450)
Net decrease in cash		(392,542	)		(359,051)
Cash - beginning of the period		417,821			637,825
Cash - end of the period	$	25,279		$	278,774
Supplemental disclosure of noncash financing activities:
Remeasurement of Class A common stock subject to possible redemption	$	31,707		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

5

LUX HEALTH TECH ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1. Description of Organization, Business Operations and Basis of Presentation.

Lux Health Tech Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 1, 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, 2022, the Company had not commenced any operations. All activity for the period from September 1, 2020 (inception) through June 30, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and the search for a target for its 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 generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and placed in Trust Account (as defined below). The Company’s  fiscal year end is December 31.

The Company’s sponsor is Lux Encore Sponsor, LP, a Delaware limited liability company and an affiliate of certain of the Company’s officers and directors (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 26, 2020. On October 29, 2020, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), which included 4,500,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $345.0 million. Offering costs incurred totaled $19.9 million, consisting of $12.1 million of deferred underwriting commissions (see Note 5), and $7.8 million of other offering costs. Of the total costs incurred, approximately $1.1 million was recognized as an expense as the amount was related to the warrants recognized as liabilities.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,933,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8.9 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million of the net proceeds of the sale of the Units in the Initial Public Offering and certain of the proceeds from the sale of 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 United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 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.

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 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 (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding 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 1940, as amended (the “Investment Company Act”).

The Company will provide the holders of the Public Shares (the “Public Stockholders”) 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

6

LUX HEALTH TECH ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 have been 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”). If the Company seeks stockholder approval, 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 connection with a Business Combination 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 legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “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 the Public 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) have 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 have 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 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% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision 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 24 months from the closing of the Initial Public Offering, or October 29, 2022 (the “Combination Period”), and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, 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 as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; 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 have 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 have 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

7

LUX HEALTH TECH ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

complete a Business Combination within in 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 discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, 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 seek access to the Trust Account nor 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”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. 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 (other than the Company’s independent registered public accounting firm), 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.

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the period ending December 31, 2022.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 30, 2022.  

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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)(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 an emerging growth 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 an 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.

8

LUX HEALTH TECH ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Going Concern

As of June 30, 2022, the Company had approximately $25,000 in cash and a working capital deficit of approximately $1,047,000, including the Convertible promissory note – related party (defined below) from the Company’s Sponsor. As of June 30, 2022, the Company has an excess of fair value over the amount deposited in the Trust Account available to draw to pay tax obligations of approximately $134,000.  Further, management expects to incur significant costs in pursuit of its acquisition plans. The Company’s plans to raise capital and to consummate an initial business combination may not be successful, and it may need to raise additional funds to meet its obligations and sustain its operations.

In order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). As of June 30, 2022, there was $500,000 in principal borrowings outstanding under Working Capital Loans. On July 25, 2022, the Company borrowed from the Sponsor an additional $500,000 to cover ongoing expenses pursuant to the Second convertible promissory note – related party (Note 4). This loan is non-interest bearing and payable upon the completion of a Business Combination.

In connection with our assessment of going concern considerations, in accordance with ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” we determined that the mandatory liquidation and subsequent dissolution as well as working capital deficit raise substantial doubt about our ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after October 29, 2022. The unaudited condensed financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

Risks and uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have an 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 unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Additionally, 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 unaudited condensed financial statements and 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 unaudited condensed financial statements.

2. Significant Accounting Policies.

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s 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 unaudited condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

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LUX HEALTH TECH ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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. As of June 30, 2022 and December 31, 2021, there were no cash equivalents present.

Investments Held in Trust Account

The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

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 Deposit Insurance Corporation Coverage limit of $250,000, and any cash held in Trust Account. As of June 30, 2022 and December 31, 2021, the Company had not experienced losses on these accounts.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of June 30, 2022 and December 31, 2021, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 180 days or less or investments in money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets.

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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The fair value of Public Warrants has been measured based on the listed market price of such Public Warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. Accordingly, the Private Placement Warrants were measured at fair value by reference to the listed market price of the Public Warrants.

Convertible Promissory Note - Related Party

The Company has elected the fair value option, under FASB ASC Topic 825, “Financial Instruments,” to account for the Convertible promissory note - related party with its Sponsor as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records each draw at fair value with a valuation gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of the Convertible promissory note - related party on the unaudited condensed statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. The determination of the fair value of the Convertible promissory note - related party is a significant estimate and may be subject to change as more current information becomes available and accordingly the actual results could differ significantly.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The 11,500,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 5,933,333 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statements of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering are measured based on the listed market price of such warrants. The fair value of the warrants issued in the Private Placement were estimated by reference to the listed market price of the Public Warrants. The determination of the fair value of derivative warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public 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 on the Company’s statements of operations.  Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock subject to redemption upon the completion of the Initial Public Offering. Deferred underwriting commissions are classified as a long-term liability due to the uncertain nature of the closing of the business combination and its encumbrance to the Trust Account.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are

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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2022 and December 31, 2021, 34,500,000 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ deficit section of the Company’s unaudited condensed balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A common stock subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. See Note 7.

Income Taxes

The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of June 30, 2022 and December 31, 2021, the Company had deferred tax assets with a full valuation allowance against them. The Company’s effective tax rate for the three and six months ended June 30, 2022 was 0.73% and 0.28% , respectively. The effective tax rate for the three and six months ended June 30, 2021 was 0.00%. The effective tax rate differs from the statutory rate of 21%, primarily due to the changes in the fair value of warrant liabilities and the valuation allowance on deferred tax assets.  

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 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. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Share of Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common share does not consider the effect of the warrants to purchase an aggregate of 17,433,333 issued in connection with the Initial Public Offering and Private Placement since their exercise is contingent upon future events. Remeasurement associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The following table reflects the calculation of basic and diluted net income (loss) per common share for the three and six months ended June 30, 2022 and 2021:

	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2022				2021				2022				2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income per common share:
Numerator:
Allocation of net income	$	3,751,663	$	937,916	$	1,608,906	$	402,227	$	9,826,931	$	2,456,733	$	15,676,346	$	3,919,087
Denominator:
Basic and diluted weighted average common shares outstanding		34,500,000		8,625,000		34,500,000		8,625,000		34,500,000		8,625,000		34,500,000		8,625,000
Basic and diluted net income per common share	$	0.11	$	0.11	$	0.05	$	0.05	$	0.28	$	0.28	$	0.45	$	0.45

Recent Accounting Pronouncements

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is considering the impact of this pronouncement on the financial statements.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.

3. Initial Public Offering.

On October 29, 2020, the Company consummated its Initial Public Offering of 34,500,000 Units, which included 4,500,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.9 million, inclusive of $12.1 million in deferred underwriting commissions.

Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

4. Related Party Transactions.

Founder Shares

On September 4, 2020, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. The Sponsor agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on October 29, 2020; thus, the 1,125,000 Founder Shares are no longer subject to forfeiture.

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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

In October 2020, the Sponsor transferred 40,000 Founder Shares to each of three independent directors, a total of 120,000 Founder Shares. The fair value of the 120,000 Founder shares granted to each independent directors was $296,400 each, or $7.41 per share, or $889,200 in the aggregate. The transfer of the Founder Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of June 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 would 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.  

The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (a) one year after the completion of the initial Business Combination and (b) upon completion of the initial Business Combination, (x) if the last reported sale price of 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 (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,933,333 Private Placement Warrants to the Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8.9 million.

A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable (except as described below in Note 6 under “Warrants - Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”) so long as they are held by the initial purchasers or their permitted transferees.

The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination.

Related Party Loans

On September 4, 2020, the Sponsor agreed to loan the Company 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 is non-interest bearing and payable upon the completion of the Initial Public Offering. As of October 29, 2020, the Company borrowed approximately $172,000 under the Note. The Company repaid the Note in full on October 30, 2020. During the period from September 1, 2020 through December 31, 2020, the Sponsor paid certain expenses on behalf of the Company totaling $5,555 that were repaid to the Sponsor with no balance remaining as of December 31, 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, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will 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 proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business

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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

On December 3, 2021, the Company issued an unsecured promissory note (the “Convertible promissory note - related party”) in the principal amount of $500,000 to the Sponsor. The Convertible promissory note - related party does not bear interest and is repayable in full upon consummation of the Company's initial business combination (a “Business Combination”). If the Company does not complete a Business Combination, the Convertible promissory note - related party shall not be repaid and all amounts owed under it will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the Initial Public Offering. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Convertible promissory note - related party, in whole or in part, to warrants of the Company, at a price of $1.50 per warrant (the “warrants”). The terms of the warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company's Initial Public Offering. The Convertible promissory note - related party is subject to customary events of default, the occurrence of which, in certain instances, would automatically trigger the unpaid principal balance of the Convertible promissory note - related party and all other sums payable with regard to the Convertible promissory note - related party becoming immediately due and payable. At June 30, 2022 and December 31, 2021, the principal amount of $500,000 was outstanding under the Convertible promissory note - related party. This Company elected to measure the Convertible promissory note - related party at fair value (See Note 9). At June 30, 2022 and December 31, 2021, the fair value of the Convertible promissory note - related party was approximately $477,000 and $484,000, respectively. The change in valuation of the Convertible promissory note in the three and six months ended June 30, 2022 was approximately $5,000 and $7,000, respectively, presented on the accompanying unaudited condensed statements of operations.

On July 25, 2022, the Company issued an unsecured promissory note (the “Second convertible promissory note – related party”) in the principal amount of $500,000 to the Sponsor. The Second convertible promissory note – related party does not bear interest and is repayable in full upon consummation of a Business Combination.  If the Company does not complete a Business Combination, the Second convertible promissory note - related party shall not be repaid and all amounts owed under it will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the Initial Public Offering. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Convertible promissory note - related party, in whole or in part, to warrants of the Company, at a price of $1.50 per warrant (the “warrants”). The terms of the warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company's Initial Public Offering. The Second convertible promissory note - related party is subject to customary events of default, the occurrence of which, in certain instances, would automatically trigger the unpaid principal balance of the Convertible promissory note - related party and all other sums payable with regard to the Convertible promissory note - related party becoming immediately due and payable.

Services Agreement

Commencing on January 11, 2021, the Company entered into a services agreement with an affiliate of its Sponsor to provide full-time support in search for a business combination. The Company agreed to reimburse for costs, fees, and expenses associated with the full-time support. For the three and six months ended June 30, 2021, we incurred approximately $47,000 and $90,000, respectively, of such support included as general and administrative expenses on the accompanying statements of operations. The agreement was terminated on November 1, 2021, as such, no amounts were incurred in the three and six months ended June 30, 2022 and no amounts were due for such support as of June 30, 2022.

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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

5. Commitments and Contingencies.

Registration Rights

Pursuant to the registration rights agreement entered into on October 26, 2020, the holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Share), are entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Forward Purchase Agreements

On October 22, 2020, the Company entered into a forward purchase agreement pursuant to which Lux Ventures VI, L.P. and Lux Ventures VI Sidecar, L.P. (together, the “Lux Ventures VI Entities”) have agreed to purchase an aggregate of up to 1,500,000 forward purchase units, each unit consisting of one forward purchase share and one third of one forward purchase warrant, for $10.00 per unit, or an aggregate maximum amount of $15,000,000, in a private placement that would close simultaneously with the closing of the initial Business Combination. The Lux Ventures VI Entities will purchase a number of forward purchase units that will result in gross proceeds to the Company necessary to enable the Company to consummate its initial Business Combination and pay related fees and expenses, after first applying amounts available to the Company from the Trust Account (after paying the deferred underwriting discount and giving effect to any redemptions of Public Shares) and any other financing source obtained by the Company for such purpose at or prior to the consummation of the initial Business Combination, plus any additional amounts mutually agreed by the Company and the Lux Ventures VI Entities to be retained by the post-Business Combination company for working capital or other purposes. The Lux Ventures VI Entities’ obligation to purchase forward purchase units will, among other things, be conditioned on the Business Combination (including the target assets or business, and the terms of the Business Combination) being reasonably acceptable to the Lux Ventures VI Entities and on a requirement that such initial Business Combination is approved by a unanimous vote of the board of directors. In determining whether a target is reasonably acceptable to the Lux Ventures VI Entities, the Company expects that the Lux Ventures VI Entities would consider many of the same criteria as the Company will consider but will also consider whether the investment is an appropriate investment for the Lux Ventures VI Entities.

Equity Success Fee

In May 2022, the Company has entered into a fee arrangement with an advisor in connection with its search for a prospective initial business combination that includes a $40,000 cash component and an equity component. As part of the arrangement, upon the successful closing of a specified business combination, the Company has agreed to grant the advisor $40,000 in value of common shares of the company surviving the transaction. As of June 30, 2022, $28,000 of such services was recognized within general and administrative expenses in the three and six months ended June 30, 2022, of which $10,000 was paid and $18,000 was accrued, and included in accrued expenses on the accompanying condensed balance sheets as of June 30, 2022.

6. Derivative Warrant Liabilities.

As of June 30, 2022 and December 31, 2021, the Company had 11,500,000 Public Warrants and 5,933,333 Private Placement Warrants outstanding.

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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60^th business day after the closing of the initial Business Combination or (ii) a notice of redemption described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (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 Class A 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, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants for shares of Class A common stock” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the shares of Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00.

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

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LUX HEALTH TECH ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon a minimum of 30 days’ prior written notice of redemption; and

• if, and only if, the last reported sale price of Class A common for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).

The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised.

Redemption of warrants when the price per share of 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 a price of $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 after receiving notice of redemption but prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of shares of Class A common stock;

• if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

• if, and only if the Reference Value is less than $18.00 per share (as adjusted), for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The “fair market value” of Class A common stock shall mean the volume-weighted average price of Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Note 7. Temporary Equity - Class A Common Stock Subject to Possible Redemption.

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 34,500,000 shares of Class A common stock outstanding subject to possible redemption.

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LUX HEALTH TECH ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Class A common stock reflected on the unaudited condensed balance sheets is reconciled on the following table:

Gross proceeds	$	345,000,000
Less:
Proceeds allocated to public warrants		(18,400,000	)
Class A common stock issuance costs		(18,781,298	)
Plus:
Remeasurement of carrying value to redemption value		37,181,298
Class A common stock subject to possible redemption, December 31, 2021	$	345,000,000
Remeasurement of Class A common stock subject to possible redemption carrying value to redemption value		31,707
Class A common stock subject to possible redemption, June 30, 2022	$	345,031,707

8. Stockholders’ Deficit.

Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock - The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of June 30, 2022 and December 31, 2021, there were 34,500,000 shares of Class A common stock issued and outstanding, all subject to possible redemption and classified as temporary equity in the accompanying unaudited condensed balance sheets. See Note 7.

Class B Common Stock - The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of June 30, 2022 and December 31, 2021, there were 8,625,000 shares of Class B common stock outstanding.

Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all other matters submitted to a vote of the Company’s stockholders, except as otherwise required by law.

The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock issued and outstanding upon the completion of the Initial Public Offering, plus (ii) the sum of the total number of shares of common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or deemed issued by the company in connection with or in relation to the completion of the initial Business Combination (excluding (1) any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, and (2) any private placement warrants issued to the Sponsor or any of its affiliates upon conversion of any Working Capital Loans), minus (b) the number of Public Shares redeemed by Public Stockholders in connection with the initial Business Combination. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

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LUX HEALTH TECH ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

9. 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 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

June 30, 2022

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Investments held in Trust Account	$	345,533,790	$	-	$	-
Liabilities
Derivative warrant liabilities - Public Warrants	$	1,725,000	$	-	$	-
Derivative warrant liabilities - Private Warrants	$	-	$	890,000	$	-
Convertible promissory note - related party	$	-	$	-	$	477,063

December 31, 2021

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Investments held in Trust Account	$	345,025,321	$	-	$	-
Liabilities
Derivative warrant liabilities - Public Warrants	$	10,005,000	$	-	$	-
Derivative warrant liabilities - Private Warrants	$	-	$	5,162,000	$	-
Convertible promissory note - related party	$	-	$	-	$	483,705

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels in the three and six months ended June 30, 2022 and 2021.

Level 1 assets include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

As of June 30, 2022, and December 31, 2021, the fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. Accordingly, the Private Placement Warrants were measured at fair value by reference to the listed market price of the Public Warrants. For three and six months ended June 30, 2022, the Company recognized a gain of approximately $4.7 million and $12.6 million, respectively, resulting from a decrease in the fair value of derivative warrant liabilities, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statements of operations. For the three and six months ended June 30, 2021, the Company recognized income resulting from a decrease in the fair value of derivative warrant liabilities of approximately $2.4 million and $20.4 million, respectively.

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LUX HEALTH TECH ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Convertible Promissory Note - Related Party

The Company measured the fair value of the Convertible promissory note - related party under a with or without method utilizing a compound option methodology. The estimated fair value of the Convertible promissory note - related party is determined using Level 3 inputs. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:

		At December 31, 2021		At June 30, 2022
Stock Price	$	9.80	$	9.89
Fair value of warrant	$	0.87	$	0.15
Volatility		13.31%		1.29%
Risk-free rate		1.30%		2.97%
Time to Expected Payout Date		0.58		0.32

The following table presents the changes in the fair value of the Level 3 Convertible promissory note - related party:

Convertible promissory note - related party at December 31, 2021	$	483,705
Change in fair value of Convertible promissory note - related party		(2,069)
Convertible promissory note - related party at March 31, 2022		481,636
Change in fair value of Convertible promissory note - related party		(4,573)
Convertible promissory note - related party at June 30, 2022	$	477,063

10. Subsequent Events.

On July 25, 2022, the Company issued an unsecured promissory note (the “Second convertible promissory note – related party”) in the principal amount of $500,000 to the Sponsor. The Second convertible promissory note – related party does not bear interest and is repayable in full upon consummation of a Business Combination.  If the Company does not complete a Business Combination, the Second convertible promissory note - related party shall not be repaid and all amounts owed under it will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the Initial Public Offering. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Convertible promissory note - related party, in whole or in part, to warrants of the Company, at a price of $1.50 per warrant (the “warrants”). The terms of the warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company's Initial Public Offering. The Second convertible promissory note - related party is subject to customary events of default, the occurrence of which, in certain instances, would automatically trigger the unpaid principal balance of the Convertible promissory note - related party and all other sums payable with regard to the Convertible promissory note - related party becoming immediately due and payable.

On July 27, 2022, the Company withdrew $269,000 of the interest earned on the Trust Account to pay franchise and income taxes.

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

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Lux Health Tech Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors and references to the “Sponsor” refer to Lux Encore Sponsor, LP 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 Quarterly Report (the “unaudited condensed financial statements”). Capitalized terms used but not otherwise defined herein have the meaning set forth in the unaudited condensed financial statements. 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” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) 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,” “continue,” “could,” “should,” “would,” “possible,” “potential,” “predict,” “seek” and variations and similar words and expressions may identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements in this Quarterly Report may include, for example, statements about:

• our ability to select an appropriate target business or businesses;

• our ability to complete our initial Business Combination;

• our expectations around the performance of a prospective target business or businesses;

• our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination;

• our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination;

• our potential ability to obtain additional financing to complete our initial Business Combination;

• our pool of prospective target businesses;

• our ability to consummate an initial Business Combination due to the uncertainty resulting from the COVID-19 pandemic;

• the ability of our officers and directors to generate a number of potential Business Combination opportunities;

• our public securities’ potential liquidity and trading;

• the lack of a market for our securities;

• the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;

• the Trust Account not being subject to claims of third parties; or

• our financial performance following the Initial Public Offering.

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. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-

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looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 30, 2022 and this Quarterly Report. 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.

Overview

We are a blank check company incorporated in Delaware on September 1, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”) that we have not yet identified. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies. Our sponsor is Lux Encore Sponsor, LP, a Delaware limited partnership and an affiliate of certain of our officers and directors (our “Sponsor”).

Our registration statement for our initial public offering (the “Initial Public Offering”) was declared effective on October 26, 2020. On October 29, 2020, we consummated the Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), which included 4,500,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.9 million, inclusive of $12.1 million in deferred underwriting commissions.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 5,933,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $8.9 million.

Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million of the net proceeds of the sale of the Units in the Initial Public Offering and certain of the proceeds from the sale of 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 United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 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 us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of 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 we will be able to complete a Business Combination successfully. We 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 (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, we only intend to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding 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 1940, as amended (the “Investment Company Act”).

If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or October 29, 2022, (the “Combination Period”), and our stockholders have not amended the Certificate of Incorporation to extend such Combination Period, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on

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deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; 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 our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Results of Operations

Our entire activity from September 1, 2020 (inception) through October 29, 2020, was in preparation for an Initial Public Offering, and since our Initial Public Offering through June 30, 2022, our activity has been limited to the search for a prospective initial Business Combination. We will not generate any operating revenues until the closing and completion of our initial Business Combination.

For the three months ended June 30, 2022, we had net income of approximately $4.7 million, which consisted of approximately $4.7 million in change in fair value of derivative warrant liabilities, approximately $5,000 in change in valuation of the Convertible promissory note - related party, and approximately $482,000 of income from investments held in Trust Account, partly offset by approximately $469,000 of loss from operations including approximately $418,000 of general and administrative expenses, and approximately $51,000 of franchise tax expense, as well as approximately $35,000 of income tax expense.

For the three months ended June 30, 2021, we had net income of approximately $2.0 million, which consisted of an approximately $2.4 million in change in fair value of derivative warrant liabilities, and approximately $5,000 of income from investments held in Trust Account, partly offset by approximately $435,000 of loss from operations including approximately $383,000 of general and administrative expenses and approximately $51,000 of franchise tax expense.

For the six months ended June 30, 2022, we had net income of approximately $12.3 million, which consisted of approximately $12.6 million in change in fair value of derivative warrant liabilities, approximately $7,000 in change in valuation of the Convertible promissory note - related party, and approximately $508,000 of income from investments held in Trust Account, partly offset by approximately $749,000 of loss from operations including approximately $649,000 of general and administrative expenses, and approximately $100,000 of franchise tax expense, as well as approximately $35,000 of income tax expense.

For the six months ended June 30, 2021, we had net income of approximately $19.6 million, which consisted of an approximately $20.4 million in change in fair value of derivative warrant liabilities, and approximately $10,000 of income from investments held in Trust Account, partly offset by approximately $812,000 of loss from operations including approximately $711,000 of general and administrative expenses and approximately $101,000 of franchise tax expense.

Our Company’s effective tax rate for the three and six months ended June 30, 2022 was 0.73% and 0.28%, respectively. The effective tax rate for the three and six months ended June 30, 2021 was 0.00%. The effective tax rate differs from the statutory rate of 21%, primarily due to the changes in the fair value of warrant liabilities and the valuation allowance on deferred tax assets.

Going Concern

As of June 30, 2022, the Company had approximately $25,000 in cash and a working capital deficit of approximately $1,047,000, including the Convertible promissory note – related party (defined below) from the Company’s Sponsor. As of June 30, 2022, the Company has an excess of fair value over the amount deposited in the Trust Account available to draw to pay tax obligations of approximately $134,000.  Further, we expect to incur significant costs in pursuit of our acquisition plans. Our plans to raise capital and to consummate an initial business combination may not be successful. We also need to raise additional funds to meet our obligations and sustain our operations. In order to finance transaction costs in connection with a Business Combination, our Sponsor may, but is not obligated to, provide

24

us with Working Capital Loans. As of June 30, 2022, there was $500,000 of principal borrowings under Working Capital Loans outstanding.

In connection with the Company’s assessment of going concern considerations, in accordance with ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” management determined that the mandatory liquidation and subsequent dissolution as well as working capital deficit raise substantial doubt about its ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after October 29, 2022. The unaudited condensed financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

Related Party Transactions

Founder Shares

On September 4, 2020, our Sponsor purchased 8,625,000 shares of our Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. Our Sponsor agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of our issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on October 29, 2020; thus, the 1,125,000 Founder Shares were no longer subject to forfeiture.

In October 2020, the Sponsor transferred 40,000 Founder Shares to each of three independent directors, a total of 120,000 Founder Shares. The fair value of the 120,000 Founder shares granted to each independent directors was $296,400 each, or $7.41 per share, or $889,200 in the aggregate. The transfer of the Founder Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of June 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 would 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.

The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (a) one year after the completion of the initial Business Combination and (b) upon completion of the initial Business Combination, (x) if the last reported sale price of 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 (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 5,933,333 Private Placement Warrants to the Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to us of $8.9 million.

A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If we do not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Except as set forth below, the Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or their permitted transferees.

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The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination.

Related Party Loans

On September 4, 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 $172,000 under the Note and repaid this Note in full as of October 30, 2020.

In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us with Working Capital Loans. If we complete a Business Combination, we will repay the Working Capital Loans out of the proceeds of the Trust Account released to us. 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, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

On December 3, 2021, we issued an unsecured the convertible promissory note (the “Convertible promissory note - related party”) in the principal amount of $500,000 to our Sponsor. The Convertible promissory note -related party does not bear interest and is repayable in full upon consummation of our initial business combination (a “Business Combination”). If we do not complete a Business Combination, the Convertible promissory note - related party shall not be repaid and all amounts owed under it will be forgiven except to the extent that we have funds available to it outside of its trust account established in connection with the Initial Public Offering. Upon the consummation of a Business Combination, our Sponsor shall have the option, but not the obligation, to convert the principal balance of the Convertible promissory note - related party, in whole or in part, to warrants of our Company, at a price of $1.50 per warrant. The terms of the warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company's Initial Public Offering. The Convertible promissory note - related party is subject to customary events of default, the occurrence of which, in certain instances, would automatically trigger the unpaid principal balance of the Convertible promissory note - related party and all other sums payable with regard to the Convertible promissory note - related party becoming immediately due and payable. At June 30, 2022 and December 31, 2021, the principal amount of $500,000 was outstanding under the Convertible promissory note - related party.

Services Agreement

Commencing on January 11, 2021, we entered into a services agreement with an affiliate of our Sponsor to provide full-time support in our search for a business combination. We agreed to reimburse for costs, fees, and expenses associated with the full-time support. For the three and six months ended June 30, 2021, we incurred approximately $47,000 and $90,000, respectively, of such support included as general and administrative expenses on the accompanying statements of operations. The agreement was terminated on November 1, 2021, as such, no amounts were incurred in the three and six months ended June 30, 2022 and no amounts were due for such support as of June 30, 2022.

Commitments and Contingencies

Forward Purchase Agreements

On October 22, 2020, we entered into a forward purchase agreement pursuant to which the Lux Ventures VI Entities have agreed to purchase an aggregate of up to 1,500,000 forward purchase units, each unit consisting of one forward

26

purchase share and one third of one forward purchase warrant, for $10.00 per unit, or an aggregate maximum amount of $15,000,000, in a private placement that will close simultaneously with the closing of the initial Business Combination. The Lux Ventures VI Entities will purchase a number of forward purchase units that will result in gross proceeds to us necessary to enable us to consummate an initial Business Combination and pay related fees and expenses, after first applying amounts available to us from the Trust Account (after paying the deferred underwriting discount and giving effect to any redemptions of Public Shares) and any other financing source obtained by us for such purpose at or prior to the consummation of the initial Business Combination, plus any additional amounts mutually agreed by us and the Lux Ventures VI Entities to be retained by the post-Business Combination company for working capital or other purposes. The Lux Ventures VI Entities’ obligation to purchase forward purchase units will, among other things, be conditioned on the Business Combination (including the target assets or business, and the terms of the Business Combination) being reasonably acceptable to the Lux Ventures VI Entities and on a requirement that such initial Business Combination is approved by a unanimous vote of the board of directors. In determining whether a target is reasonably acceptable to the Lux Ventures VI Entities, we expect that the Lux Ventures VI Entities would consider many of the same criteria as we will consider but will also consider whether the investment is an appropriate investment for the Lux Ventures VI Entities.

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. 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.

Equity Success Fee

In May 2022, we entered into a fee arrangement with an advisor in connection with our search for a prospective initial business combination that includes an equity component. Upon the successful closing of a specified business combination, we have agreed to grant the advisor $40,000 in value of common shares of the company surviving the transaction.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. A summary of our significant accounting policies is included in Note 2 to our condensed financial statements in Part I, Item 1 of this Quarterly Report. Certain of our accounting policies are considered critical, as these policies are the most important to the depiction of our financial statements and require significant, difficult or complex judgments, often employing the use of estimates about the effects of matters that are inherently uncertain. Such policies are summarized in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in our 2021 Annual Report on Form 10-K filed with the SEC on March 30, 2022. There have been no significant changes in the application of our critical accounting policies during the six months ended June 30, 2022

27

We believe that our critical accounting policies and estimates have a higher degree of inherent uncertainty and require our most significant judgments. In addition, if we had used estimates different from any of these, our unaudited condensed financial statements could have been materially different from those presented. There were no changes in our critical accounting policies and estimates during the six months ended June 30, 2022, from those set forth in “Critical Accounting Policies and Estimates” in our December 31, 2021 Annual Report on Form 10-K filed with the SEC on March 30, 2022.

Recent Accounting Pronouncements

See Note 2 to the unaudited condensed financial statements included in Part I, Item 1 of this Quarterly Report for a discussion of recent accounting pronouncements.

Off-Balance Sheet Arrangements

As of June 30, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Inflation

We do not believe that inflation had a material impact on our business, revenues or operating results during the period presented.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the unaudited condensed financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

28

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The net proceeds of the Initial Public Offering and the sale of the private placement warrants held in the trust account are invested in U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

We have not engaged in any hedging activities since our inception, and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure 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 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 Company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

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 June 30, 2022 (the “Evaluation Date”). Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of June 30, 2022, due to the material weakness in our internal control over financial reporting over the accounting for complex financial instruments. In light of this, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. GAAP. Accordingly, management 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.

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) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting except for the below:

The 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 certain complex features of our financial instruments. The Company’s management has expended a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. We have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, and we have expanded our processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards. While we took considerable action to remediate the material weakness, such remediation has not been fully evidenced. Accordingly, we continue to test our controls implemented in 2021 to assess whether our controls are operating effectively.

29

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 are any of the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. In addition to the information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors and other cautionary statements described under the heading “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 30, 2022 (“Form 10-K”), which could materially affect our businesses, financial condition, or future results. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, except for the below risk factor. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

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.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on 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 that would, among other items, impose additional disclosure requirements in initial public offerings by special purpose acquisition companies (“SPACs”) and business combination transactions involving SPACs and private operating companies; amend the financial statement requirements applicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings, as well as when projections are disclosed in connection with proposed business combination transactions; increase the potential liability of certain participants in proposed business combination transactions; and impact the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our business, including our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

30

ITEM 6. EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

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 and Accounting 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 and Accounting 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
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

*	Filed herewith.
**	Furnished.

31

SIGNATURES

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

		LUX HEALTH TECH ACQUISITION CORP.
Date: August 12, 2022		/s/ Josh DeFonzo
	Name:	Josh DeFonzo
	Title:	Chief Executive Officer and Director (Principal Executive Officer)
Date: August 12, 2022		/s/ Segolene Scarborough
	Name:	Segolene Scarborough
	Title:	Chief Financial Officer and Treasurer (Principal Accounting and Financial Officer)

32

EX-31.1

Exhibit31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Josh DeFonzo, certify that:

1. Ihavereviewedthis QuarterlyReportonForm10-QofLux Health Tech Acquisition Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respectsthefinancialcondition,resultsofoperationsandcashflowsoftheregistrantasof,andfor,theperiodspresentedinthisreport;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as definedinExchangeActRules13a-15(e)and15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))fortheregistrantandhave:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2022	By:	/s/ Josh DeFonzo
		Josh DeFonzo
		Chief Executive Officer and Director
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANTTORULE13A-14(A)UNDERTHESECURITIESEXCHANGEACTOF1934, ASADOPTEDPURSUANTTOSECTION302OFTHESARBANES-OXLEYACTOF2002

I, Segolene Scarborough, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Lux Health Tech Acquisition Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,orisreasonablylikelytomateriallyaffect,theregistrant’sinternalcontroloverfinancialreporting;and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financialreporting.

Date: August 12, 2022	By:	/s/ Segolene Scarborough
		Segolene Scarborough
		Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION906OFTHESARBANES-OXLEYACTOF2002

In connection with the Quarterly Report of Lux Health Tech Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Josh DeFonzo, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1. TheReportfullycomplieswiththerequirementsofSection13(a)or15(d)oftheSecuritiesExchangeActof1934;and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by theReport.

Date: August 12, 2022	By:	/s/ Josh DeFonzo
		Josh DeFonzo
		Chief Executive Officer and Director
		(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION906OFTHESARBANES-OXLEYACTOF2002

In connection with the Quarterly Report of Lux Health Tech Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Segolene Scarborough, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1. TheReportfullycomplieswiththerequirementsofSection13(a)or15(d)oftheSecuritiesExchangeActof1934;and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by theReport.

Date: August 12, 2022	By:	/s/ Segolene Scarborough
		Segolene Scarborough
		Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 12, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Registrant Name	LUX HEALTH TECH ACQUISITION CORP.
Entity Central Index Key	0001823767
Entity Current Reporting Status	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Interactive Data Current	Yes
Entity File Number	001-39657
Entity Tax Identification Number	85-2825321
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	920 Broadway, 11th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10010
City Area Code	646
Local Phone Number	475-4385
Document Quarterly Report	true
Document Transition Report	false
Units
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one warrant
Trading Symbol	LUXAU
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	LUXAW
Security Exchange Name	NASDAQ
Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		34,500,000
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	LUXA
Security Exchange Name	NASDAQ
Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000

XML

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 25,279	$ 417,821
Prepaid expenses	125,834	236,453
Total current assets	151,113	654,274
Investments held in Trust Account	345,533,790	345,025,321
Total Assets	345,684,903	345,679,595
Current liabilities:
Accounts payable	337,220	260,790
Accrued expenses	249,634	32,150
Franchise tax payable	99,228	147,442
Income taxes payable	34,586
Convertible promissory note – related party	477,063	483,705
Total current liabilities	1,197,731	924,087
Deferred underwriting commissions	12,075,000	12,075,000
Derivative warrant liabilities	2,615,000	15,167,000
Total Liabilities	15,887,731	28,166,087
Commitments and Contingencies
Class A common stock, $0.0001 par value; 34,500,000 shares subject to possible redemption at $10.001 and $10.000 per share at June 30, 2022 and December 31, 2021, respectively	345,031,707	345,000,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June 30, 2022 and December 31, 2021
Accumulated deficit	(15,235,398)	(27,487,355)
Total Stockholders' Deficit	(15,234,535)	(27,486,492)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	345,684,903	345,679,595
Class B
Stockholders' Deficit:
Common stock, value	863	863
Class A
Current liabilities:
Class A common stock, $0.0001 par value; 34,500,000 shares subject to possible redemption at $10.001 and $10.000 per share at June 30, 2022 and December 31, 2021, respectively	$ 345,031,707	$ 345,000,000

XML

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, share issued	0	0
Preferred stock, share outstanding	0	0
Class A
Common stock, par value, shares subject to possible redemption	$ 0.0001	$ 0.0001
Common stock, shares subject to possible redemption	34,500,000	34,500,000
Common stock, per share, shares subject to possible redemption	$ 10.001	$ 10.000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares outstanding	0	0
Class B
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares outstanding	8,625,000	8,625,000
Common stock, shares issued	8,625,000	8,625,000

XML

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
General and administrative expenses	$ 418,320	$ 336,563	$ 648,833	$ 621,725
General and administrative expenses - related party		46,755		89,671
Franchise tax expenses	50,663	51,463	100,028	100,601
Loss from operations	(468,983)	(434,781)	(748,861)	(811,997)
Other income
Income from investments held in Trust Account	481,575	5,244	508,469	10,430
Change in valuation of Convertible promissory note - related party	4,573		6,642
Change in fair value of derivative warrant liabilities	4,707,000	2,440,670	12,552,000	20,397,000
Total other income	5,193,148	2,445,914	13,067,111	20,407,430
Income before income taxes	4,724,165	2,011,133	12,318,250	19,595,433
Income tax expense	34,586		34,586
Net income	4,689,579	2,011,133	$ 12,283,664	19,595,433
Diluted weighted average shares outstanding			17,433,333
Class A
Other income
Net income	$ 3,751,663	$ 1,608,906	$ 9,826,931	$ 15,676,346
Basic weighted average shares outstanding	34,500,000	34,500,000	34,500,000	34,500,000
Diluted weighted average shares outstanding	34,500,000	34,500,000	34,500,000	34,500,000
Basic net income per share	$ 0.11	$ 0.05	$ 0.28	$ 0.45
Diluted net income per share	$ 0.11	$ 0.05	$ 0.28	$ 0.45
Class B
Other income
Net income	$ 937,916	$ 402,227	$ 2,456,733	$ 3,919,087
Basic weighted average shares outstanding	8,625,000	8,625,000	8,625,000	8,625,000
Diluted weighted average shares outstanding	8,625,000	8,625,000	8,625,000	8,625,000
Basic net income per share	$ 0.11	$ 0.05	$ 0.28	$ 0.45
Diluted net income per share	$ 0.11	$ 0.05	$ 0.28	$ 0.45

XML

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Total	Class A	Class B	Common Stock Class B	Accumulated Deficit
Balance at Dec. 31, 2020	$ (54,583,960)			$ 863	$ (54,584,823)
Balance, shares at Dec. 31, 2020				8,625,000
Net income	17,584,300				17,584,300
Balance at Mar. 31, 2021	(36,999,660)			$ 863	(37,000,523)
Balance, shares at Mar. 31, 2021				8,625,000
Balance at Dec. 31, 2020	(54,583,960)			$ 863	(54,584,823)
Balance, shares at Dec. 31, 2020				8,625,000
Net income	19,595,433	$ 15,676,346	$ 3,919,087
Balance at Jun. 30, 2021	(34,988,527)			$ 863	(34,989,390)
Balance, shares at Jun. 30, 2021				8,625,000
Balance at Mar. 31, 2021	(36,999,660)			$ 863	(37,000,523)
Balance, shares at Mar. 31, 2021				8,625,000
Net income	2,011,133	$ 1,608,906	$ 402,227		2,011,133
Balance at Jun. 30, 2021	(34,988,527)			$ 863	(34,989,390)
Balance, shares at Jun. 30, 2021				8,625,000
Balance at Dec. 31, 2021	(27,486,492)			$ 863	(27,487,355)
Balance, shares at Dec. 31, 2021		0	8,625,000	8,625,000
Net income	7,594,085				7,594,085
Balance at Mar. 31, 2022	(19,892,407)			$ 863	(19,893,270)
Balance, shares at Mar. 31, 2022				8,625,000
Balance at Dec. 31, 2021	(27,486,492)			$ 863	(27,487,355)
Balance, shares at Dec. 31, 2021		0	8,625,000	8,625,000
Net income	12,283,664	$ 9,826,931	$ 2,456,733
Balance at Jun. 30, 2022	(15,234,535)			$ 863	(15,235,398)
Balance, shares at Jun. 30, 2022		0	8,625,000	8,625,000
Balance at Mar. 31, 2022	(19,892,407)			$ 863	(19,893,270)
Balance, shares at Mar. 31, 2022				8,625,000
Remeasurement of Class A common stock subject to possible redemption	(31,707)				(31,707)
Net income	4,689,579	$ 3,751,663	$ 937,916		4,689,579
Balance at Jun. 30, 2022	$ (15,234,535)			$ 863	$ (15,235,398)
Balance, shares at Jun. 30, 2022		0	8,625,000	8,625,000

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UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Cash Flows from Operating Activities:
Net income	$ 4,689,579	$ 2,011,133	$ 12,283,664	$ 19,595,433
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities	(4,707,000)	(2,440,670)	(12,552,000)	(20,397,000)
Change in fair value of working capital loan – related party			(6,642)
Income from investments held in Trust Account			(508,469)	(10,430)
Changes in operating assets and liabilities:
Prepaid expenses			110,619	234,628
Accounts payable			76,430	199,055
Accrued expenses			217,484	790
Franchise tax payable			(48,214)	33,923
Income taxes payable			34,586
Net cash used in operating activities			(392,542)	(343,601)
Cash Flows from Financing Activities:
Offering costs paid				(15,450)
Net cash used in financing activities				(15,450)
Net decrease in cash			(392,542)	(359,051)
Cash - beginning of the period			417,821	637,825
Cash - end of the period	$ 25,279	$ 278,774	25,279	$ 278,774
Supplemental disclosure of noncash financing activities:
Remeasurement of Class A common stock subject to possible redemption			$ 31,707

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Description of Organization, Business Operations and Basis of Presentation

6 Months Ended

Jun. 30, 2022

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Description of Organization, Business Operations and Basis of Presentation

1. Description of Organization, Business Operations and Basis of Presentation.

Lux Health Tech Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 1, 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, 2022, the Company had not commenced any operations. All activity for the period from September 1, 2020 (inception) through June 30, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and the search for a target for its 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 generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and placed in Trust Account (as defined below). The Company’s  fiscal year end is December 31.

The Company’s sponsor is Lux Encore Sponsor, LP, a Delaware limited liability company and an affiliate of certain of the Company’s officers and directors (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 26, 2020. On October 29, 2020, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), which included 4,500,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $345.0 million. Offering costs incurred totaled $19.9 million, consisting of $12.1 million of deferred underwriting commissions (see Note 5), and $7.8 million of other offering costs. Of the total costs incurred, approximately $1.1 million was recognized as an expense as the amount was related to the warrants recognized as liabilities.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,933,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8.9 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million of the net proceeds of the sale of the Units in the Initial Public Offering and certain of the proceeds from the sale of 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 United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 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.

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 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 (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding 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 1940, as amended (the “Investment Company Act”).

The Company will provide the holders of the Public Shares (the “Public Stockholders”) 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 have been 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”). If the Company seeks stockholder approval, 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 connection with a Business Combination 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 legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “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 the Public 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) have 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 have 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 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% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision 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 24 months from the closing of the Initial Public Offering, or October 29, 2022 (the “Combination Period”), and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, 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 as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; 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 have 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 have 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 in 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 discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, 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 seek access to the Trust Account nor 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”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. 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 (other than the Company’s independent registered public accounting firm), 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.

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the period ending December 31, 2022.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 30, 2022.  

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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)(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 an emerging growth 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 an 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 unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Going Concern

As of June 30, 2022, the Company had approximately $25,000 in cash and a working capital deficit of approximately $1,047,000, including the Convertible promissory note – related party (defined below) from the Company’s Sponsor. As of June 30, 2022, the Company has an excess of fair value over the amount deposited in the Trust Account available to draw to pay tax obligations of approximately $134,000.  Further, management expects to incur significant costs in pursuit of its acquisition plans. The Company’s plans to raise capital and to consummate an initial business combination may not be successful, and it may need to raise additional funds to meet its obligations and sustain its operations.

In order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). As of June 30, 2022, there was $500,000 in principal borrowings outstanding under Working Capital Loans. On July 25, 2022, the Company borrowed from the Sponsor an additional $500,000 to cover ongoing expenses pursuant to the Second convertible promissory note – related party (Note 4). This loan is non-interest bearing and payable upon the completion of a Business Combination.

In connection with our assessment of going concern considerations, in accordance with ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” we determined that the mandatory liquidation and subsequent dissolution as well as working capital deficit raise substantial doubt about our ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after October 29, 2022. The unaudited condensed financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

Risks and uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have an 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 unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Additionally, 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 unaudited condensed financial statements and 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 unaudited condensed financial statements.

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Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Significant Accounting Policies

2. Significant Accounting Policies.

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s 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 unaudited condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly 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. As of June 30, 2022 and December 31, 2021, there were no cash equivalents present.

Investments Held in Trust Account

The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

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 Deposit Insurance Corporation Coverage limit of $250,000, and any cash held in Trust Account. As of June 30, 2022 and December 31, 2021, the Company had not experienced losses on these accounts.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of June 30, 2022 and December 31, 2021, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 180 days or less or investments in money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets.

The fair value of Public Warrants has been measured based on the listed market price of such Public Warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. Accordingly, the Private Placement Warrants were measured at fair value by reference to the listed market price of the Public Warrants.

Convertible Promissory Note - Related Party

The Company has elected the fair value option, under FASB ASC Topic 825, “Financial Instruments,” to account for the Convertible promissory note - related party with its Sponsor as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records each draw at fair value with a valuation gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of the Convertible promissory note - related party on the unaudited condensed statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. The determination of the fair value of the Convertible promissory note - related party is a significant estimate and may be subject to change as more current information becomes available and accordingly the actual results could differ significantly.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The 11,500,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 5,933,333 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statements of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering are measured based on the listed market price of such warrants. The fair value of the warrants issued in the Private Placement were estimated by reference to the listed market price of the Public Warrants. The determination of the fair value of derivative warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public 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 on the Company’s statements of operations.  Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock subject to redemption upon the completion of the Initial Public Offering. Deferred underwriting commissions are classified as a long-term liability due to the uncertain nature of the closing of the business combination and its encumbrance to the Trust Account.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are

either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2022 and December 31, 2021, 34,500,000 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ deficit section of the Company’s unaudited condensed balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A common stock subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. See Note 7.

Income Taxes

The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of June 30, 2022 and December 31, 2021, the Company had deferred tax assets with a full valuation allowance against them. The Company’s effective tax rate for the three and six months ended June 30, 2022 was 0.73% and 0.28% , respectively. The effective tax rate for the three and six months ended June 30, 2021 was 0.00%. The effective tax rate differs from the statutory rate of 21%, primarily due to the changes in the fair value of warrant liabilities and the valuation allowance on deferred tax assets.  

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 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. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Share of Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common share does not consider the effect of the warrants to purchase an aggregate of 17,433,333 issued in connection with the Initial Public Offering and Private Placement since their exercise is contingent upon future events. Remeasurement associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table reflects the calculation of basic and diluted net income (loss) per common share for the three and six months ended June 30, 2022 and 2021:

	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2022				2021				2022				2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income per common share:
Numerator:
Allocation of net income	$	3,751,663	$	937,916	$	1,608,906	$	402,227	$	9,826,931	$	2,456,733	$	15,676,346	$	3,919,087
Denominator:
Basic and diluted weighted average common shares outstanding		34,500,000		8,625,000		34,500,000		8,625,000		34,500,000		8,625,000		34,500,000		8,625,000
Basic and diluted net income per common share	$	0.11	$	0.11	$	0.05	$	0.05	$	0.28	$	0.28	$	0.45	$	0.45

Recent Accounting Pronouncements

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is considering the impact of this pronouncement on the financial statements.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.

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Initial Public Offering

6 Months Ended

Jun. 30, 2022

Initial Public Offering [Abstract]

Initial Public Offering

3. Initial Public Offering.

On October 29, 2020, the Company consummated its Initial Public Offering of 34,500,000 Units, which included 4,500,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.9 million, inclusive of $12.1 million in deferred underwriting commissions.

Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

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Related Party Transactions

6 Months Ended

Jun. 30, 2022

Related Party Transactions [Abstract]

Related Party Transactions

4. Related Party Transactions.

Founder Shares

On September 4, 2020, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. The Sponsor agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on October 29, 2020; thus, the 1,125,000 Founder Shares are no longer subject to forfeiture.

In October 2020, the Sponsor transferred 40,000 Founder Shares to each of three independent directors, a total of 120,000 Founder Shares. The fair value of the 120,000 Founder shares granted to each independent directors was $296,400 each, or $7.41 per share, or $889,200 in the aggregate. The transfer of the Founder Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of June 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 would 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.  

The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (a) one year after the completion of the initial Business Combination and (b) upon completion of the initial Business Combination, (x) if the last reported sale price of 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 (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,933,333 Private Placement Warrants to the Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8.9 million.

A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable (except as described below in Note 6 under “Warrants - Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”) so long as they are held by the initial purchasers or their permitted transferees.

The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination.

Related Party Loans

On September 4, 2020, the Sponsor agreed to loan the Company 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 is non-interest bearing and payable upon the completion of the Initial Public Offering. As of October 29, 2020, the Company borrowed approximately $172,000 under the Note. The Company repaid the Note in full on October 30, 2020. During the period from September 1, 2020 through December 31, 2020, the Sponsor paid certain expenses on behalf of the Company totaling $5,555 that were repaid to the Sponsor with no balance remaining as of December 31, 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, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will 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 proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business

Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

On December 3, 2021, the Company issued an unsecured promissory note (the “Convertible promissory note - related party”) in the principal amount of $500,000 to the Sponsor. The Convertible promissory note - related party does not bear interest and is repayable in full upon consummation of the Company's initial business combination (a “Business Combination”). If the Company does not complete a Business Combination, the Convertible promissory note - related party shall not be repaid and all amounts owed under it will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the Initial Public Offering. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Convertible promissory note - related party, in whole or in part, to warrants of the Company, at a price of $1.50 per warrant (the “warrants”). The terms of the warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company's Initial Public Offering. The Convertible promissory note - related party is subject to customary events of default, the occurrence of which, in certain instances, would automatically trigger the unpaid principal balance of the Convertible promissory note - related party and all other sums payable with regard to the Convertible promissory note - related party becoming immediately due and payable. At June 30, 2022 and December 31, 2021, the principal amount of $500,000 was outstanding under the Convertible promissory note - related party. This Company elected to measure the Convertible promissory note - related party at fair value (See Note 9). At June 30, 2022 and December 31, 2021, the fair value of the Convertible promissory note - related party was approximately $477,000 and $484,000, respectively. The change in valuation of the Convertible promissory note in the three and six months ended June 30, 2022 was approximately $5,000 and $7,000, respectively, presented on the accompanying unaudited condensed statements of operations.

On July 25, 2022, the Company issued an unsecured promissory note (the “Second convertible promissory note – related party”) in the principal amount of $500,000 to the Sponsor. The Second convertible promissory note – related party does not bear interest and is repayable in full upon consummation of a Business Combination.  If the Company does not complete a Business Combination, the Second convertible promissory note - related party shall not be repaid and all amounts owed under it will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the Initial Public Offering. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Convertible promissory note - related party, in whole or in part, to warrants of the Company, at a price of $1.50 per warrant (the “warrants”). The terms of the warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company's Initial Public Offering. The Second convertible promissory note - related party is subject to customary events of default, the occurrence of which, in certain instances, would automatically trigger the unpaid principal balance of the Convertible promissory note - related party and all other sums payable with regard to the Convertible promissory note - related party becoming immediately due and payable.

Services Agreement

Commencing on January 11, 2021, the Company entered into a services agreement with an affiliate of its Sponsor to provide full-time support in search for a business combination. The Company agreed to reimburse for costs, fees, and expenses associated with the full-time support. For the three and six months ended June 30, 2021, we incurred approximately $47,000 and $90,000, respectively, of such support included as general and administrative expenses on the accompanying statements of operations. The agreement was terminated on November 1, 2021, as such, no amounts were incurred in the three and six months ended June 30, 2022 and no amounts were due for such support as of June 30, 2022.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

5. Commitments and Contingencies.

Registration Rights

Pursuant to the registration rights agreement entered into on October 26, 2020, the holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Share), are entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Forward Purchase Agreements

On October 22, 2020, the Company entered into a forward purchase agreement pursuant to which Lux Ventures VI, L.P. and Lux Ventures VI Sidecar, L.P. (together, the “Lux Ventures VI Entities”) have agreed to purchase an aggregate of up to 1,500,000 forward purchase units, each unit consisting of one forward purchase share and one third of one forward purchase warrant, for $10.00 per unit, or an aggregate maximum amount of $15,000,000, in a private placement that would close simultaneously with the closing of the initial Business Combination. The Lux Ventures VI Entities will purchase a number of forward purchase units that will result in gross proceeds to the Company necessary to enable the Company to consummate its initial Business Combination and pay related fees and expenses, after first applying amounts available to the Company from the Trust Account (after paying the deferred underwriting discount and giving effect to any redemptions of Public Shares) and any other financing source obtained by the Company for such purpose at or prior to the consummation of the initial Business Combination, plus any additional amounts mutually agreed by the Company and the Lux Ventures VI Entities to be retained by the post-Business Combination company for working capital or other purposes. The Lux Ventures VI Entities’ obligation to purchase forward purchase units will, among other things, be conditioned on the Business Combination (including the target assets or business, and the terms of the Business Combination) being reasonably acceptable to the Lux Ventures VI Entities and on a requirement that such initial Business Combination is approved by a unanimous vote of the board of directors. In determining whether a target is reasonably acceptable to the Lux Ventures VI Entities, the Company expects that the Lux Ventures VI Entities would consider many of the same criteria as the Company will consider but will also consider whether the investment is an appropriate investment for the Lux Ventures VI Entities.

Equity Success Fee

In May 2022, the Company has entered into a fee arrangement with an advisor in connection with its search for a prospective initial business combination that includes a $40,000 cash component and an equity component. As part of the arrangement, upon the successful closing of a specified business combination, the Company has agreed to grant the advisor $40,000 in value of common shares of the company surviving the transaction. As of June 30, 2022, $28,000 of such services was recognized within general and administrative expenses in the three and six months ended June 30, 2022, of which $10,000 was paid and $18,000 was accrued, and included in accrued expenses on the accompanying condensed balance sheets as of June 30, 2022.

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Derivative Warrant Liabilities

6 Months Ended

Jun. 30, 2022

Derivative Warrant Liabilities [Abstract]

Derivative Warrant Liabilities

6. Derivative Warrant Liabilities.

As of June 30, 2022 and December 31, 2021, the Company had 11,500,000 Public Warrants and 5,933,333 Private Placement Warrants outstanding.

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60^th business day after the closing of the initial Business Combination or (ii) a notice of redemption described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (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 Class A 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, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants for shares of Class A common stock” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the shares of Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00.

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon a minimum of 30 days’ prior written notice of redemption; and

• if, and only if, the last reported sale price of Class A common for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).

The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised.

Redemption of warrants when the price per share of 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 a price of $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 after receiving notice of redemption but prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of shares of Class A common stock;

• if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

• if, and only if the Reference Value is less than $18.00 per share (as adjusted), for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The “fair market value” of Class A common stock shall mean the volume-weighted average price of Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

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Temporary Equity - Class A Common Stock Subject to Possible Redemption

6 Months Ended

Jun. 30, 2022

Temporary Equity Disclosure [Abstract]

Temporary Equity - Class A Common Stock Subject to Possible Redemption

Note 7. Temporary Equity - Class A Common Stock Subject to Possible Redemption.

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 34,500,000 shares of Class A common stock outstanding subject to possible redemption.

Class A common stock reflected on the unaudited condensed balance sheets is reconciled on the following table:

Gross proceeds	$	345,000,000
Less:
Proceeds allocated to public warrants		(18,400,000	)
Class A common stock issuance costs		(18,781,298	)
Plus:
Remeasurement of carrying value to redemption value		37,181,298
Class A common stock subject to possible redemption, December 31, 2021	$	345,000,000
Remeasurement of Class A common stock subject to possible redemption carrying value to redemption value		31,707
Class A common stock subject to possible redemption, June 30, 2022	$	345,031,707

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Stockholders' Deficit

6 Months Ended

Jun. 30, 2022

Stockholders Equity Note [Abstract]

Stockholders' Deficit

8. Stockholders’ Deficit.

Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock - The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of June 30, 2022 and December 31, 2021, there were 34,500,000 shares of Class A common stock issued and outstanding, all subject to possible redemption and classified as temporary equity in the accompanying unaudited condensed balance sheets. See Note 7.

Class B Common Stock - The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of June 30, 2022 and December 31, 2021, there were 8,625,000 shares of Class B common stock outstanding.

Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all other matters submitted to a vote of the Company’s stockholders, except as otherwise required by law.

The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock issued and outstanding upon the completion of the Initial Public Offering, plus (ii) the sum of the total number of shares of common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or deemed issued by the company in connection with or in relation to the completion of the initial Business Combination (excluding (1) any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, and (2) any private placement warrants issued to the Sponsor or any of its affiliates upon conversion of any Working Capital Loans), minus (b) the number of Public Shares redeemed by Public Stockholders in connection with the initial Business Combination. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

9. 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 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

June 30, 2022

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Investments held in Trust Account	$	345,533,790	$	-	$	-
Liabilities
Derivative warrant liabilities - Public Warrants	$	1,725,000	$	-	$	-
Derivative warrant liabilities - Private Warrants	$	-	$	890,000	$	-
Convertible promissory note - related party	$	-	$	-	$	477,063

December 31, 2021

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Investments held in Trust Account	$	345,025,321	$	-	$	-
Liabilities
Derivative warrant liabilities - Public Warrants	$	10,005,000	$	-	$	-
Derivative warrant liabilities - Private Warrants	$	-	$	5,162,000	$	-
Convertible promissory note - related party	$	-	$	-	$	483,705

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels in the three and six months ended June 30, 2022 and 2021.

Level 1 assets include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

As of June 30, 2022, and December 31, 2021, the fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. Accordingly, the Private Placement Warrants were measured at fair value by reference to the listed market price of the Public Warrants. For three and six months ended June 30, 2022, the Company recognized a gain of approximately $4.7 million and $12.6 million, respectively, resulting from a decrease in the fair value of derivative warrant liabilities, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statements of operations. For the three and six months ended June 30, 2021, the Company recognized income resulting from a decrease in the fair value of derivative warrant liabilities of approximately $2.4 million and $20.4 million, respectively.

Convertible Promissory Note - Related Party

The Company measured the fair value of the Convertible promissory note - related party under a with or without method utilizing a compound option methodology. The estimated fair value of the Convertible promissory note - related party is determined using Level 3 inputs. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:

		At December 31, 2021		At June 30, 2022
Stock Price	$	9.80	$	9.89
Fair value of warrant	$	0.87	$	0.15
Volatility		13.31%		1.29%
Risk-free rate		1.30%		2.97%
Time to Expected Payout Date		0.58		0.32

The following table presents the changes in the fair value of the Level 3 Convertible promissory note - related party:

Convertible promissory note - related party at December 31, 2021	$	483,705
Change in fair value of Convertible promissory note - related party		(2,069)
Convertible promissory note - related party at March 31, 2022		481,636
Change in fair value of Convertible promissory note - related party		(4,573)
Convertible promissory note - related party at June 30, 2022	$	477,063

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Subsequent Events

6 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

10. Subsequent Events.

On July 25, 2022, the Company issued an unsecured promissory note (the “Second convertible promissory note – related party”) in the principal amount of $500,000 to the Sponsor. The Second convertible promissory note – related party does not bear interest and is repayable in full upon consummation of a Business Combination.  If the Company does not complete a Business Combination, the Second convertible promissory note - related party shall not be repaid and all amounts owed under it will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the Initial Public Offering. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Convertible promissory note - related party, in whole or in part, to warrants of the Company, at a price of $1.50 per warrant (the “warrants”). The terms of the warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company's Initial Public Offering. The Second convertible promissory note - related party is subject to customary events of default, the occurrence of which, in certain instances, would automatically trigger the unpaid principal balance of the Convertible promissory note - related party and all other sums payable with regard to the Convertible promissory note - related party becoming immediately due and payable.

On July 27, 2022, the Company withdrew $269,000 of the interest earned on the Trust Account to pay franchise and income taxes.

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

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Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s 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 unaudited condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

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. As of June 30, 2022 and December 31, 2021, there were no cash equivalents present.

Investments Held in Trust Account

Investments Held in Trust Account

The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Concentration of Credit Risk

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 Deposit Insurance Corporation Coverage limit of $250,000, and any cash held in Trust Account. As of June 30, 2022 and December 31, 2021, the Company had not experienced losses on these accounts.

Fair Value Measurements

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of June 30, 2022 and December 31, 2021, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 180 days or less or investments in money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets.

The fair value of Public Warrants has been measured based on the listed market price of such Public Warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. Accordingly, the Private Placement Warrants were measured at fair value by reference to the listed market price of the Public Warrants.

Convertible Promissory Note - Related Party

Convertible Promissory Note - Related Party

The Company has elected the fair value option, under FASB ASC Topic 825, “Financial Instruments,” to account for the Convertible promissory note - related party with its Sponsor as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records each draw at fair value with a valuation gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of the Convertible promissory note - related party on the unaudited condensed statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. The determination of the fair value of the Convertible promissory note - related party is a significant estimate and may be subject to change as more current information becomes available and accordingly the actual results could differ significantly.

Derivative Warrant Liabilities

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The 11,500,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 5,933,333 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statements of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering are measured based on the listed market price of such warrants. The fair value of the warrants issued in the Private Placement were estimated by reference to the listed market price of the Public Warrants. The determination of the fair value of derivative warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public 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 on the Company’s statements of operations.  Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock subject to redemption upon the completion of the Initial Public Offering. Deferred underwriting commissions are classified as a long-term liability due to the uncertain nature of the closing of the business combination and its encumbrance to the Trust Account.

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are

either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2022 and December 31, 2021, 34,500,000 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ deficit section of the Company’s unaudited condensed balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A common stock subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. See Note 7.

Income Taxes

Income Taxes

The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of June 30, 2022 and December 31, 2021, the Company had deferred tax assets with a full valuation allowance against them. The Company’s effective tax rate for the three and six months ended June 30, 2022 was 0.73% and 0.28% , respectively. The effective tax rate for the three and six months ended June 30, 2021 was 0.00%. The effective tax rate differs from the statutory rate of 21%, primarily due to the changes in the fair value of warrant liabilities and the valuation allowance on deferred tax assets.  

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 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. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Share of Common Stock

Net Income (Loss) Per Share of Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common share does not consider the effect of the warrants to purchase an aggregate of 17,433,333 issued in connection with the Initial Public Offering and Private Placement since their exercise is contingent upon future events. Remeasurement associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table reflects the calculation of basic and diluted net income (loss) per common share for the three and six months ended June 30, 2022 and 2021:

	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2022				2021				2022				2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income per common share:
Numerator:
Allocation of net income	$	3,751,663	$	937,916	$	1,608,906	$	402,227	$	9,826,931	$	2,456,733	$	15,676,346	$	3,919,087
Denominator:
Basic and diluted weighted average common shares outstanding		34,500,000		8,625,000		34,500,000		8,625,000		34,500,000		8,625,000		34,500,000		8,625,000
Basic and diluted net income per common share	$	0.11	$	0.11	$	0.05	$	0.05	$	0.28	$	0.28	$	0.45	$	0.45

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is considering the impact of this pronouncement on the financial statements.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.

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Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Summary of Calculation of Basic and Diluted Net Income (Loss) Per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share for the three and six months ended June 30, 2022 and 2021:

	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2022				2021				2022				2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income per common share:
Numerator:
Allocation of net income	$	3,751,663	$	937,916	$	1,608,906	$	402,227	$	9,826,931	$	2,456,733	$	15,676,346	$	3,919,087
Denominator:
Basic and diluted weighted average common shares outstanding		34,500,000		8,625,000		34,500,000		8,625,000		34,500,000		8,625,000		34,500,000		8,625,000
Basic and diluted net income per common share	$	0.11	$	0.11	$	0.05	$	0.05	$	0.28	$	0.28	$	0.45	$	0.45

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Temporary Equity - Class A Common Stock Subject to Possible Redemption (Tables)

6 Months Ended

Jun. 30, 2022

Temporary Equity Disclosure [Abstract]

Summary of Class A Common Stock Reflected on Unaudited Condensed Balance Sheets Reconciled

Class A common stock reflected on the unaudited condensed balance sheets is reconciled on the following table:

Gross proceeds	$	345,000,000
Less:
Proceeds allocated to public warrants		(18,400,000	)
Class A common stock issuance costs		(18,781,298	)
Plus:
Remeasurement of carrying value to redemption value		37,181,298
Class A common stock subject to possible redemption, December 31, 2021	$	345,000,000
Remeasurement of Class A common stock subject to possible redemption carrying value to redemption value		31,707
Class A common stock subject to possible redemption, June 30, 2022	$	345,031,707

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

June 30, 2022

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Investments held in Trust Account	$	345,533,790	$	-	$	-
Liabilities
Derivative warrant liabilities - Public Warrants	$	1,725,000	$	-	$	-
Derivative warrant liabilities - Private Warrants	$	-	$	890,000	$	-
Convertible promissory note - related party	$	-	$	-	$	477,063

December 31, 2021

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Investments held in Trust Account	$	345,025,321	$	-	$	-
Liabilities
Derivative warrant liabilities - Public Warrants	$	10,005,000	$	-	$	-
Derivative warrant liabilities - Private Warrants	$	-	$	5,162,000	$	-
Convertible promissory note - related party	$	-	$	-	$	483,705

Convertible Promissory Note – Related Party

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs at Initial Measurement Date

The Company measured the fair value of the Convertible promissory note - related party under a with or without method utilizing a compound option methodology. The estimated fair value of the Convertible promissory note - related party is determined using Level 3 inputs. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:

		At December 31, 2021		At June 30, 2022
Stock Price	$	9.80	$	9.89
Fair value of warrant	$	0.87	$	0.15
Volatility		13.31%		1.29%
Risk-free rate		1.30%		2.97%
Time to Expected Payout Date		0.58		0.32

Summary of Fair Value of Derivative Warrant Liabilities And Promissory Note

The following table presents the changes in the fair value of the Level 3 Convertible promissory note - related party:

Convertible promissory note - related party at December 31, 2021	$	483,705
Change in fair value of Convertible promissory note - related party		(2,069)
Convertible promissory note - related party at March 31, 2022		481,636
Change in fair value of Convertible promissory note - related party		(4,573)
Convertible promissory note - related party at June 30, 2022	$	477,063

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Description of Organization, Business Operations and Basis of Presentation - Additional Information (Details) - USD ($)		3 Months Ended		6 Months Ended
	Oct. 29, 2020	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Jul. 25, 2022	Dec. 31, 2021
Organization Business Operations And Basis Of Presentation [Line Items]
Price per share		$ 10.00		$ 10.00
Offering costs					$ 15,450
Deferred underwriting commissions		$ 12,075,000		$ 12,075,000			$ 12,075,000
Change in fair value of derivative warrant liabilities		$ (4,707,000)	$ (2,440,670)	$ (12,552,000)	$ (20,397,000)
Price per warrant		$ 11.50		$ 11.50
Percentage of fair market value of acquisition required of net assets held in the Trust Account				80.00%
Minimum percentage of ownership required post-transaction				50.00%
Minimum amount of net tangible assets required for public share redemption in business combination		$ 5,000,001		$ 5,000,001
Percentage of restricted redeeming shares		15.00%		15.00%
Business combination completion period from closing date of initial public offering				24 months
Per share value of residual assets remaining available for distribution		$ 10.00		$ 10.00
Cash		$ 25,279		$ 25,279			$ 417,821
Working capital deficit		1,047,000		1,047,000
Tax obligations		134,000		134,000
Working Capital Loans
Organization Business Operations And Basis Of Presentation [Line Items]
Borrowings outstanding		$ 500,000		500,000
Unsecured Promissory Note | Subsequent Event
Organization Business Operations And Basis Of Presentation [Line Items]
Borrowings outstanding						$ 500,000
Maximum
Organization Business Operations And Basis Of Presentation [Line Items]
Interest to pay dissolution expenses				$ 100,000
Class A
Organization Business Operations And Basis Of Presentation [Line Items]
Common stock, par value		$ 0.0001		$ 0.0001			$ 0.0001
Public Shares
Organization Business Operations And Basis Of Presentation [Line Items]
Price per share		$ 10.00		$ 10.00
Redemption percentage of shares in certificate of incorporation in case of not completing business combination within combination period				100.00%
Initial Public Offering
Organization Business Operations And Basis Of Presentation [Line Items]
Sale of stock, number of shares issued	34,500,000
Price per share	$ 10.00
Proceeds received from initial public offering, gross	$ 345,000,000.0
Offering costs	19,900,000
Deferred underwriting commissions	12,100,000
Other offering costs	7,800,000
Change in fair value of derivative warrant liabilities	$ 1,100,000
Initial Public Offering | Class A
Organization Business Operations And Basis Of Presentation [Line Items]
Sale of stock, number of shares issued	34,500,000
Over-Allotment
Organization Business Operations And Basis Of Presentation [Line Items]
Sale of stock, number of shares issued	4,500,000
Over-Allotment | Class A
Organization Business Operations And Basis Of Presentation [Line Items]
Sale of stock, number of shares issued	4,500,000
Private Placement
Organization Business Operations And Basis Of Presentation [Line Items]
Number of warrants issued	5,933,333
Price per warrant	$ 1.50
Proceeds from warrants issuance	$ 8,900,000
Warrant to purchase shares of common exercised	1
Common stock, par value	$ 11.50

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Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Significant Accounting Policies [Line Items]
Cash equivalents	$ 0		$ 0		$ 0
Federal deposit insurance corporation coverage Limit			250,000
Concentration of credit risk, losses			$ 0		0
Effective tax rate	0.73%	0.00%	0.28%	0.00%
Statutory rate	21.00%		21.00%
Unrecognized tax benefits	$ 0		$ 0		0
Accrued interest and penalties related to unrecognized tax benefits	$ 0		$ 0		$ 0
Diluted weighted average shares outstanding			17,433,333
Class A
Significant Accounting Policies [Line Items]
Temporary equity	34,500,000		34,500,000		34,500,000
Diluted weighted average shares outstanding	34,500,000	34,500,000	34,500,000	34,500,000
Public Warrants
Significant Accounting Policies [Line Items]
Number of warrants issued	11,500,000		11,500,000		11,500,000
Private Placement Warrants
Significant Accounting Policies [Line Items]
Number of warrants issued	5,933,333		5,933,333		5,933,333
Maximum | US Treasury Securities
Significant Accounting Policies [Line Items]
Investments maturity period			180 days		180 days
Maximum | Investments
Significant Accounting Policies [Line Items]
Investments maturity period			180 days

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Summary of Significant Accounting Policies - Summary of Calculation of Basic and Diluted Net Income (Loss) Per Common Share (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Basic and diluted net income per common share:
Net income	$ 4,689,579	$ 7,594,085	$ 2,011,133	$ 17,584,300	$ 12,283,664	$ 19,595,433
Diluted weighted average common shares outstanding					17,433,333
Class A
Basic and diluted net income per common share:
Net income	$ 3,751,663		$ 1,608,906		$ 9,826,931	$ 15,676,346
Basic weighted average shares outstanding	34,500,000		34,500,000		34,500,000	34,500,000
Diluted weighted average common shares outstanding	34,500,000		34,500,000		34,500,000	34,500,000
Basic net income per share	$ 0.11		$ 0.05		$ 0.28	$ 0.45
Diluted net income per share	$ 0.11		$ 0.05		$ 0.28	$ 0.45
Class B
Basic and diluted net income per common share:
Net income	$ 937,916		$ 402,227		$ 2,456,733	$ 3,919,087
Basic weighted average shares outstanding	8,625,000		8,625,000		8,625,000	8,625,000
Diluted weighted average common shares outstanding	8,625,000		8,625,000		8,625,000	8,625,000
Basic net income per share	$ 0.11		$ 0.05		$ 0.28	$ 0.45
Diluted net income per share	$ 0.11		$ 0.05		$ 0.28	$ 0.45

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Initial Public Offering - Additional Information (Details) - USD ($)		6 Months Ended
	Oct. 29, 2020	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Initial Public Offering [Line Items]
Price per share		$ 10.00
Offering costs			$ 15,450
Deferred underwriting commissions		$ 12,075,000		$ 12,075,000
Price per warrant		$ 11.50
Initial Public Offering
Initial Public Offering [Line Items]
Sale of stock, consummated date	Oct. 29, 2020
Sale of stock, number of shares issued	34,500,000
Price per share	$ 10.00
Gross proceeds	$ 345,000,000.0
Offering costs	19,900,000
Deferred underwriting commissions	$ 12,100,000
Sale of stock, description		Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).
Over-Allotment
Initial Public Offering [Line Items]
Sale of stock, number of shares issued	4,500,000
Note Warrant
Initial Public Offering [Line Items]
Price per warrant	$ 11.50

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Related Party Transactions - Additional Information (Details) - USD ($)				1 Months Ended	3 Months Ended		4 Months Ended	6 Months Ended
	Jul. 25, 2022	Dec. 03, 2021	Sep. 04, 2020	Oct. 31, 2020	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Oct. 29, 2020
Related Party Transaction [Line Items]
Price per share					$ 10.00			$ 10.00
Warrant issued per share					$ 11.50			$ 11.50
Aggregate loan amount to related parties			$ 300,000
Expenses paid by related party							$ 5,555
Change in valuation of Convertible promissory note - related party					$ 4,573			$ 6,642
Services Agreement
Related Party Transaction [Line Items]
Expenses due					$ 0			$ 0
Services Agreement | General and Administrative Expenses
Related Party Transaction [Line Items]
Expenses incurred						$ 47,000			$ 90,000
Warrants
Related Party Transaction [Line Items]
Warrant convertible price		$ 1.50
Warrants | Subsequent Event
Related Party Transaction [Line Items]
Warrant convertible price	$ 1.50
Working Capital Loans
Related Party Transaction [Line Items]
Loan convertible to warrants			$ 1,500,000
Warrant convertible price					$ 1.50			$ 1.50
Unsecured Promissory Note
Related Party Transaction [Line Items]
Principal amount		$ 500,000
Unsecured Promissory Note | Subsequent Event
Related Party Transaction [Line Items]
Principal amount	$ 500,000
Convertible Promissory Note
Related Party Transaction [Line Items]
Borrowed under promissory note					$ 500,000			$ 500,000		$ 500,000
Fair value of convertible promissory note - related party					$ 477,000			$ 477,000		$ 484,000
Private Placement Warrants
Related Party Transaction [Line Items]
Warrant issued					5,933,333			5,933,333		5,933,333
Price per share					$ 1.50			$ 1.50
Warrant issued per share					$ 11.50			$ 11.50
Gross proceeds from issuance of warrants								$ 8,900,000
Redemption price of warrants per common stock								$ 10.00
Class B
Related Party Transaction [Line Items]
Common stock purchased					8,625,000			8,625,000		8,625,000
Common stock, par value					$ 0.0001			$ 0.0001		$ 0.0001
Aggregate purchase price					$ 863			$ 863		$ 863
Founder Shares
Related Party Transaction [Line Items]
Sale of Stock, Description of Transaction								(a) one year after the completion of the initial Business Combination and (b) upon completion of the initial Business Combination, (x) if the last reported sale price of 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 (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property.
Sale of stock, required price per share					$ 12.00			$ 12.00
Sponsor | Note
Related Party Transaction [Line Items]
Borrowed under promissory note											$ 172,000
Sponsor | Class B
Related Party Transaction [Line Items]
Common stock purchased			8,625,000
Common stock, par value			$ 0.0001
Aggregate purchase price			$ 25,000
Percentage of shares held by sponsor			20.00%
Common stock shares, released from forfeiture option											1,125,000
Fair value of founder shares granted				120,000
Founder shares granted value				$ 296,400
Founder shares granted aggregate value				$ 889,200
Founder Shares granted per share				$ 7.41
Sponsor | Class B | Director One
Related Party Transaction [Line Items]
Stock issued during period				40,000
Sponsor | Class B | Director Two
Related Party Transaction [Line Items]
Stock issued during period				40,000
Sponsor | Class B | Director Three
Related Party Transaction [Line Items]
Stock issued during period				40,000
Sponsor | Class B | Directors
Related Party Transaction [Line Items]
Stock issued during period				120,000
Sponsor | Class B | Maximum
Related Party Transaction [Line Items]
Common stock shares, subject to forfeiture			1,125,000

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Commitments and Contingencies - Additional Information (Details) - USD ($)		1 Months Ended	6 Months Ended
	Oct. 22, 2020	May 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Commitments And Contingencies [Line Items]
Deferred underwriting commissions			$ 12,075,000	$ 12,075,000
Accrued expenses			249,634	$ 32,150
Advisor
Commitments And Contingencies [Line Items]
Success fee, cash component		$ 40,000
Equity success fee		$ 40,000
Equity success fee paid			10,000
Accrued expenses			18,000
General and Administrative Expenses | Advisor
Commitments And Contingencies [Line Items]
Equity success fee			$ 28,000
Underwriting Agreement
Commitments And Contingencies [Line Items]
Underwriting discount			$ 0.20
Aggregate amount paid			$ 6,900,000
Additional underwriting fee			$ 0.35
Deferred underwriting commissions			$ 12,100,000
Forward Purchase Agreement
Commitments And Contingencies [Line Items]
Number of forward purchase share per unit	1
Number of forward purchase warrant per unit	0.3333
Maximum number of forward purchase units to be purchased	1,500,000
Forward purchase units price	$ 10.00
Aggregate maximum amount of forward purchase units	$ 15,000,000

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Derivative Warrant Liabilities - Additional Information (Details) - $ / shares	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Class Of Stock [Line Items]
Number of fractional shares issued upon separation of units and whole public warrants.	0
Number of warrant exercisable	0
Price per warrant	$ 11.50
Warrants expiration period after completion of business combination or earlier upon redemption or liquidation	5 years
Trading day period	10 days
Percentage adjustment of exercise price of warrants to higher of market value and newly issued price	115.00%
Warrants redemption period	30 days
Redemption of Warrants for Shares of Class A Common Stock
Class Of Stock [Line Items]
Percentage adjustment of exercise price of warrants to higher of market value and newly issued price	100.00%
Per share redemption trigger prices	$ 10.00
Redemption of Warrants for Cash
Class Of Stock [Line Items]
Percentage adjustment of exercise price of warrants to higher of market value and newly issued price	180.00%
Per share redemption trigger prices	$ 18.00
Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00
Class Of Stock [Line Items]
Price per share	$ 18.00
Trading day period	20 days
Per share redemption trigger prices	$ 0.01
Minimum period prior written notice of redemption	30 days
Overall trading day period	30 days
Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00
Class Of Stock [Line Items]
Trading day period	20 days
Per share redemption trigger prices	$ 0.10
Minimum period prior written notice of redemption	30 days
Overall trading day period	30 days
Class A
Class Of Stock [Line Items]
Trading day period	20 days
Per share redemption trigger prices	$ 10.001	$ 10.000
Public Warrants
Class Of Stock [Line Items]
Number of warrants issued	11,500,000	11,500,000
Private Placement Warrants
Class Of Stock [Line Items]
Number of warrants issued	5,933,333	5,933,333
Price per warrant	$ 11.50
Minimum [Member]
Class Of Stock [Line Items]
Percentage of aggregate gross proceeds from issuances to overall equity proceeds	60.00%
Shares per warrant	0.361
Minimum [Member] | Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00
Class Of Stock [Line Items]
Price per share	$ 10.00
Minimum [Member] | Class A
Class Of Stock [Line Items]
Price per share	10.00
Minimum [Member] | Class A | Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00
Class Of Stock [Line Items]
Price per share	10.00
Maximum | Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00
Class Of Stock [Line Items]
Price per share	18.00
Maximum | Class A
Class Of Stock [Line Items]
Price per share	$ 9.20

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Temporary Equity - Class A Common Stock Subject to Possible Redemption - Additional Information (Details) - Class A - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Common stock, shares authorized subject to possible redemption	200,000,000
Common stock, par value, shares subject to possible redemption	$ 0.0001	$ 0.0001
Common stock, shares subject to possible redemption	34,500,000	34,500,000

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Temporary Equity - Class A Common Stock Subject to Possible Redemption - Summary of Class A Common Stock Reflected on Unaudited Condensed Balance Sheets Reconciled (Details)	6 Months Ended
	Jun. 30, 2022 USD ($)
Temporary Equity [Line Items]
Class A common stock subject to possible redemption, December 31, 2021	$ 345,000,000
Class A common stock subject to possible redemption, June 30, 2022	345,031,707
Class A
Temporary Equity [Line Items]
Gross proceeds	345,000,000
Proceeds allocated to public warrants	(18,400,000)
Class A common stock issuance costs	(18,781,298)
Remeasurement of carrying value to redemption value	37,181,298
Class A common stock subject to possible redemption, December 31, 2021	345,000,000
Remeasurement of Class A common stock subject to possible redemption carrying value to redemption value	31,707
Class A common stock subject to possible redemption, June 30, 2022	$ 345,031,707

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Stockholders' Deficit - Additional Information (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Class Of Stock [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, share issued	0	0
Preferred stock, share outstanding	0	0
Class A
Class Of Stock [Line Items]
Common stock, shares authorized	200,000,000	200,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued including stock subject to possible redemption	34,500,000	34,500,000
Common stock, shares outstanding including stock subject to possible redemption	34,500,000	34,500,000
Common stock, shares outstanding	0	0
Class B
Class Of Stock [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares outstanding	8,625,000	8,625,000

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Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Quoted Prices in Active Markets (Level 1)
Assets
Investments held in Trust Account	$ 345,533,790	$ 345,025,321
Quoted Prices in Active Markets (Level 1) | Public Warrants
Liabilities
Derivative warrant liabilities	1,725,000	10,005,000
Significant Other Observable Inputs (Level 2) | Private Warrants
Liabilities
Derivative warrant liabilities	890,000	5,162,000
Significant Other Unobservable Inputs (Level 3) | Note
Liabilities
Convertible promissory note - related party	$ 477,063	$ 483,705

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Fair Value Measurements - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Fair value, assets, level 1 to level 2 transfers	$ 0	$ 0	$ 0	$ 0
Fair value, assets, level 2 to level 1 transfers	0	0	0	0
Fair value, assets, transfers into level 3	0	0	0	0
Fair value, assets, transfers out of level 3	0	0	0	0
Fair value, liabilities, level 1 to level 2 transfers	0	0	0	0
Fair value, liabilities, level 2 to level 1 transfers	0	0	0	0
Fair value, liabilities, transfers into level 3	0	0	0	0
Fair value, liabilities, transfers out of level 3	0	0	0	0
Change in fair value of derivative warrant liabilities	$ (4,707,000)	$ (2,440,670)	$ (12,552,000)	$ (20,397,000)

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Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs at Initial Measurement Date (Details) - Convertible Promissory Note – Related Party	Jun. 30, 2022 $ / shares yr	Dec. 31, 2021 $ / shares yr
Measurement Input, Share Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement Input	9.89	9.80
Measurement Input Fair Value Of Warrant
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement Input	0.15	0.87
Measurement Input, Option Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement Input	1.29	13.31
Measurement Input, Risk Free Interest Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement Input	2.97	1.30
Measurement Input, Expected Term
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement Input | yr	0.32	0.58

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Fair Value Measurements - Summary of Fair Value of Convertible Promissory Note (Details) - Fair Value, Recurring - Significant Other Unobservable Inputs (Level 3) - Convertible Promissory Note – Related Party - USD ($)	3 Months Ended
	Jun. 30, 2022	Mar. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Convertible promissory note - related party at December 31, 2021	$ 481,636	$ 483,705
Change in fair value of Convertible promissory note - related party	(4,573)	(2,069)
Convertible promissory note - related party at March 31, 2022	$ 477,063	$ 481,636

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Subsequent Events - Additional Information (Details) - USD ($)	Jul. 27, 2022	Jul. 25, 2022	Dec. 03, 2021
Warrants
Subsequent Event [Line Items]
Warrant convertible price			$ 1.50
Warrants | Subsequent Event
Subsequent Event [Line Items]
Warrant convertible price		$ 1.50
Unsecured Promissory Note
Subsequent Event [Line Items]
Principal amount			$ 500,000
Unsecured Promissory Note | Subsequent Event
Subsequent Event [Line Items]
Principal amount		$ 500,000
Amount withdraw of interest earned on Trust Account to pay franchise and income taxes	$ 269,000