SHF Holdings, Inc 10-K, filed Mar 25, 2022

SHF Holdings, Inc. (SHFS)

10-K 2022-03-25 For: 2021-12-31

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Added on April 11, 2026

About this 10-K

SHF Holdings, Inc filed this 10-K on March 25, 2022, covering the fiscal year ended December 31, 2021.

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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 and one-half of one Redeemable Warrant	NLITU	The Nasdaq Stock Market LLC
Class A Common Stock, $0.0001 par value per share	NLIT	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	NLITW	The Nasdaq Stock Market LLC

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

		PAGE
Item 1.	Business	1
Item 1A.	Risk Factors	19
Item 1B.	Unresolved Staff Comments	20
Item 2.	Properties	20
Item 3.	Legal Proceedings	20
Item 4.	Mine Safety Disclosures	20

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6.	Reserved	22
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 8.	Financial Statements and Supplementary Data	27
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	27
Item 9A.	Controls and Procedure	27
Item 9B.	Other Information	28

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	29
Item 11.	Executive Compensation	33
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	33
Item 13.	Certain Relationships and Related Transactions, and Director Independence	34
Item 14.	Principal Accounting Fees and Services	37

PART IV
Item 15.	Exhibits and Financial Statement Schedules	38
Item 16.	Form 10-K Summary	39

	●	our ability to complete our initial business combination with SHF, LLC d/b/a Safe Harbor Financial, a Colorado limited liability company (“SHF”) or an alternative business combination;

	●	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, as a result of which they would then receive expense reimbursements;

	●	our ability to close the PIPE Financing (as defined below) which is intended to provide the financing to complete our initial business combination;

	●	in the event the Business Combination (as defined below) is consummated, our ability to implement business plans, forecasts, and other expectations regarding SHF after the completion of the proposed transactions and optimize SHF’s business;

	●	in the event the Business Combination is not consummated, the ability of our officers and directors to generate a number of potential alternative acquisition opportunities;

	●	our pool of prospective target businesses;

	●	the ability of our officers and directors to generate a number of potential acquisition opportunities;

	●	our public securities’ potential liquidity and trading;

	●	the lack of a market for our securities;

	●	our continued liquidity and our ability to continue as a going concern;

	●	the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or

	●	our financial performance.

	●	“amended and restated certificate of incorporation” are to our Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on June 21, 2021;

	●	“board of directors” or “board” are to the board of directors of the Company;

	●	“common stock” are to our Class A Common Stock and our Class B Common Stock, collectively;

	●	“Continental” are to Continental Stock Transfer & Trust Company, trustee of our trust account (as defined below) and warrant agent of our public warrants (as defined below);

	●	“DGCL” are to the Delaware General Corporation Law;

	●	“DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System;

	●	“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

	●	“founder shares” are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to our initial public offering, and the shares of our Class A Common Stock issued upon the conversion thereof;

	●	“GAAP” are to the accounting principles generally accepted in the United States of America;

	●	“IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board;

	●	“initial business combination” are to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;

	●	“initial public offering” are to the initial public offering that was consummated by the Company on June 28, 2021;

	●	“initial stockholders” are to our sponsor and any other holders of our founder shares prior to our initial public offering (or their permitted transferees);

	●	“Investment Company Act” are to the Investment Company Act of 1940, as amended;

	●	“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

	●	“Marcum” are to Marcum LLP, our independent registered public accounting firm.

	●	“management” or our “management team” are to our officers and directors

	●	“Nasdaq” are to the Nasdaq Stock Market;

	●	“PCAOB” are to the Public Company Accounting Oversight Board (United States);

	●	“private placement shares” are to the shares of our common stock included within the private placement units purchased by our sponsor in the private placement;

	●	“private placement units” are to the units purchased by our sponsor in the private placement, each private placement unit consisting of one share of Class A Common Stock and one-half of one warrant;

	●	“private placement warrants” are to the warrants included within the private placement units purchased by our sponsor in the private placement;

	●	“public shares” are to shares of our Class A Common Stock sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market);

	●	“public stockholders” are to the holders of our public shares, including our initial stockholders and members of our management team to the extent our initial stockholders and/or members of our management team purchase public shares; provided that each initial stockholder’s and member of our management team’s status as a “public stockholder” shall only exist with respect to such public shares;

	●	“public units” are to the units sold in our initial public offering, which consist of one public share and one public warrant;

	●	“public warrants” are to our redeemable warrants sold as part of the units in our initial public offering (whether they were purchased in the initial public offering or thereafter in the open market), to the private placement warrants if held by third parties other than our sponsor (or permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers of our private placement warrants or executive officers or directors (or permitted transferees);

	●	“Registration Statement” are to the Registration Statement on Form S-1 (File No. 333-256701), originally filed with the U.S. Securities and Exchange Commission on June 2, 2021, as amended;

	●	“Report” are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2021;

	●	“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

	●	“SEC” are to the U.S. Securities and Exchange Commission;

	●	“Securities Act” are to the Securities Act of 1933, as amended;

	●	“sponsor” are to 5AK, LLC, a Delaware limited liability company;

	●	“trust account” are to the trust account in the United States, with Continental acting as trustee into which an amount of $117,300,000 ($10.20 per unit) from the net proceeds of the sale of the units and private placement units in the initial public offering was placed following the closing of the initial public offering;

	●	“units” are to the public units and the private placement units;

	●	“warrants” are to our redeemable warrants, which includes the public warrants as well as the placement warrants and any warrants issued upon conversion of working capital loans to the extent they are no longer held by the initial holders or their permitted transferees;

	●	“we,” “us,” “Company” or “our Company” are to Northern Lights Acquisition Corp.;

	●	Target Size: Consistent with our investment thesis as described above, we plan to target businesses with total enterprise values ranging from $200.0 million to $500.0 million in the cannabis industry.

	●	Businesses with Revenue and Earnings Growth Potential. We will seek to acquire one or more businesses that have the potential for significant revenue and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage.

	●	Businesses with Potential for Strong Free Cash Flow Generation. We will seek to acquire one or more businesses that have the potential to generate strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance stockholder value.

	●	Strong Management. We will seek companies with strong management teams already in place. We will spend significant time assessing a company’s leadership and human fabric, and maximizing its efficiency over time.

	●	Benefit from Being a Public Company. We intend to acquire one or more businesses that will benefit from being publicly-traded and can effectively utilize the broader access to capital and the public profile that are associated with being a publicly traded company.

	●	Appropriate Valuations and Upside Potential. We intend to apply rigorous, criteria-based, disciplined, and valuation-centric metrics. We intend to acquire a target on terms that we believe provide significant upside potential while seeking to limit risk to our investors.

	●	subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and

	●	cause us to depend on the marketing and sale of a single product or limited number of products or services.

Type of Transaction		Whether Stockholder Approval is Required
Purchase of assets		No
Purchase of stock of target not involving a merger with the company		No
Merger of target into a subsidiary of the company		No
Merger of the company with a target		Yes

	●	we issue shares of Class A Common Stock that will be equal to or in excess of 20% of the number of shares of our Class A Common Stock then outstanding;

	●	any of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more; or

	●	the issuance or potential issuance of common stock will result in our undergoing a change of control.

	●	conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

	●	file proxy materials with the SEC.

	●	conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

	●	file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

	●	we are a blank check company with no revenue or basis to evaluate our ability to select a suitable business target;

	●	we may not be able to select an appropriate target business or businesses and complete our initial business combination in the prescribed time frame;

	●	it is uncertain that the Company will have sufficient liquidity to fund the working capital needs of the Company beyond June 28, 2022 raising substantial doubt about the Company’s ability to continue as a going concern;

	●	our expectations around the performance of a prospective target business or businesses may not be realized;

	●	we may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination;

	●	our officers and directors may have difficulties allocating their time between our Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial business combination;

	●	we may not be able to obtain additional financing to complete our initial business combination or reduce the number of stockholders requesting redemption;

	●	we may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time;

	●	you may not be given the opportunity to choose the initial business target or to vote on the initial business combination;

	●	trust account funds may not be protected against third party claims or bankruptcy;

	●	an active market for our public securities’ may not develop and you will have limited liquidity and trading;

	●	the availability to us of funds from interest income on the trust account balance may be insufficient to operate our business prior to the business combination; and

	●	our financial performance following a business combination with an entity may be negatively affected by their lack an established record of revenue, cash flows and experienced management.

Name	Age	Position
John Darwin	32	Co-Chief Executive Officer
Joshua Mann	34	Co-Chief Executive Officer
Chris Fameree	40	Chief Financial Officer
Jonathan Summers	50	Director
Peter Torres	60	Director

	●	pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

	●	setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

	●	setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

	●	obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

	●	reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

	●	reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

	●	reviewing and approving on an annual basis the corporate goals and objectives relevant to our Co-Chief Executive Officers’ compensation, if any is paid by us, evaluating our Co-Chief Executive Officers’ performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Co-Chief Executive Officers based on such evaluation;

	●	reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

	●	reviewing on an annual basis our executive compensation policies and plans;

	●	implementing and administering our incentive compensation equity-based remuneration plans;

	●	assisting management in complying with our proxy statement and annual report disclosure requirements;

	●	approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

	●	if required, producing a report on executive compensation to be included in our annual proxy statement; and

	●	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

	●	each person known by us to be the beneficial owner of more than 5% of our outstanding common stock;

	●	each of our executive officers and directors that beneficially owns our common stock; and

	●	all our executive officers and directors as a group.

	Class A Common Stock					Class B Common Stock					Approximate
Name and Address of Beneficial Owner⁽¹⁾	Number of Shares Beneficially Owned		Approximate Percentage of Class			Number of Shares Beneficially Owned⁽²⁾		Approximate Percentage of Class			Percentage of Outstanding Common Stock
5AK, LLC⁽¹⁾⁽²⁾		528,175		4.4	%		2,835,000		98.95	%		19.0	%
John Darwin⁽¹⁾⁽²⁾		528,175		4.4			2,835,000		98.95			19.0
Joshua Mann⁽¹⁾⁽²⁾		528,175		4.4			2,835,000		98.95			19.0
Chris Fameree⁽¹⁾⁽³⁾		—		*			10,000		*			*
Jonathan Summers⁽¹⁾		—		*			10,000		*			*
Peter Torres⁽¹⁾		—		*			10,000		*			*
All executive officers and directors as a group (six individuals)		528,175		4.4	%		2,865,000		100.0	%		22.8	%

(1)	Unless otherwise noted, the business address of each of the following entities or individuals is c/o Northern Lights Acquisition Corp., 909 Bannock Street, Denver, Colorado 80204.
(2)	5AK, LLC, our sponsor, is the record holder of the securities reported herein. John Darwin and Joshua Mann, our Co-Chief Executive Officers, are each a control person of the member and manager of our sponsor, Luminous Capital Inc. By virtue of this relationship, Messrs. Darwin and Mann may be deemed to share beneficial ownership of the securities held of record by our sponsor. Messrs. Darwin and Mann each disclaims any such beneficial ownership except to the extent of his respective pecuniary interest. The business address of each of these entities and individuals is 909 Bannock Street, Denver, Colorado 80204.
(3)	Does not include an additional 90,000 shares of Class B Common Stock to be issued to Mr. Fameree following the closing of the Business Combination.

	●	Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;

	●	Payment to Luminous Capital Inc. of $10,000 per month, for up to 18 months, for office space, utilities and secretarial and administrative support;

	●	Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and

	●	Repayment of non-interest bearing loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which (other than as described above) have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the private placement units.

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. #688)		F-1
Balance Sheet		F-2
Statement of Operations		F-3
Statement of Changes in Stockholders’ Equity		F-4
Statement of Cash Flows		F-5
Notes to Financial Statements		F-6

	December 31,
	2021
ASSETS
Current Assets
Cash	$	254,523
Prepaid expense		7,499
Prepaid insurance-current portion		175,000
Total current assets		437,022

Noncurrent Assets
Prepaid insurance-noncurrent portion		87,500
Investments held in Trust Account		117,321,508
Total assets	$	117,846,030

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses		306,792
Franchise tax payable		168,767
Total current liabilities		475,559

Noncurrent liabilities
Warrant liabilities		2,826,876
Deferred underwriter fee payable		4,025,000
Total liabilities		7,327,435

Commitments and Contingencies (Note 6)		–
Class A common stock subject to possible redemption; 11,500,000 shares at redemption value of $10.20		117,300,000

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,250,000 shares authorized; none issued and outstanding		-
Class A common stock, $0.0001 par value; 125,000,000 shares authorized; 528,175 issued and outstanding, excluding 11,500,000 shares subject to redemption		53
Class B common stock, $0.0001 par value; 12,500,000 shares authorized; 2,875,000 issued and outstanding		288

Accumulated deficit		(6,781,746	)
Total stockholders’ deficit		(6,781,405	)
Total liabilities and stockholders’ deficit	$	117,846,030

	For the Period from February 26, 2021 (inception) through December 31, 2021

Formation and operating costs	$	550,343
Franchise tax expenses		168,767
Loss from operation costs		(719,110	)
Other income and expense:
Change in fair value of warrant liabilities		2,204,598
Offering costs allocated to warrants		(261,838	)
Realized gain from marketable securities held in Trust Account		21,508
Net income	$	1,245,158

Weighted average shares outstanding of Class A common stock subject to redemption		6,944,805
Basic and diluted net income per common stock subject to redemption	$	0.12
Weighted average shares outstanding Class A and Class B non-redeemable common stock		3,193,963
Basic and diluted net income per common stock not subject to redemption	$	0.12


	Class A					Class B						Additional								Total
	Common Stock					Common Stock						Paid in				Accumulative				Stockholders’
	Shares			Amounts		Shares			Amounts			Capital				Deficit				Deficit
Balance — February 26, 2021 (inception)	—		$	—		—		$	—		$	—			$	—			$	—
Issuance of Class B Common Stock to Sponsor		—			—		2,875,000			288			24,712				—				25,000

Sale of non-redeemable private placement units to sponsor		528,175			53		—			—			5,281,697				—				5,281,750
Redemption of Class A common stock subject to possible redemption		—			—		—			—			(5,306,409	)			(8,026,904	)			(13,333,313	)
Net income		—			—		—			—			—				1,245,158				1,245,158
Balance – December 31, 2021		528,175		$	53		2,875,000		$	288		$	—			$	(6,781,746	)		$	(6,781,405	)

	For the
	Period from
	February 26, 2021 (inception)
	Through
	December 31, 2021
Cash flows from operating activities:
Net loss	$	1,245,158
Adjustments to reconcile net loss to net cash used in operating activities:
Realized gain from securities held in Trust Account		(21,508	)
Change in fair value of warrant liability		(2,204,598	)
Offering costs allocated to warrants		261,838
Changes in operating assets and liabilities:
Prepaid insurance		(262,500	)
Prepaid expenses		(7,499	)
Accrued expense		271,792
Franchise tax payable		168,767
Net cash used in operating activities		(548,550	)

Cash flows from investing activities:
Investment of cash in Trust Account		(117,300,000	)
Net cash used in investing activities		(117,300,000	)

Cash flows from financing activities:
Proceeds from issuance of Class B common stock to sponsor		25,000
Proceeds from sale of Units, net of underwriting discount paid		113,275,000
Proceeds from sale of Private units		5,281,750
Proceeds from related party promissory note		92,737
Payment of related party promissory note		(92,737	)
Payment of offering costs		(478,677	)
Net cash provided by financing activities		118,103,073

Net change in cash		254,523
Cash at beginning of period		-
Cash at end of period	$	254,523

Non-cash investing and financing activities:
Deferred underwriting fee payable	$	4,025,000
Initial classification of warrant liabilities	$	5,031,474
Offering costs charged to additional paid-in capital included in accrued expense	$	35,000

	As of December 31, 2021
Gross Proceeds	$	115,000,000
Less:
Proceeds allocated to public warrants		(5,031,474	)
Proceeds allocated to shares not subject to redemption		(59	)
Issuance costs related to Class A common stock		(6,263,677	)
Plus:
Accretion of carrying value to redemption value		13,595,210
Class A common stock subject to possible redemption		117,300,000

	For the Period from February 26, 2021 (inception)
	Through December 31, 2021
Redeemable Class A common stock subject to possible redemption
Numerator: earnings allocable to redeemable Class A common stock subject to possible redemption	$	852,903

Denominator: weighted average number of redeemable Class A common stock		6,944,805
Basic and diluted net income per redeemable Class A common stock	$	0.12

Non-redeemable Class A and Class B common stock
Numerator: net income allocable to non-redeemable Class A and Class B common stock	$	392,255

Denominator: weighted average number of non-redeemable Class A and Class B common stock
Non-redeemable Class A private placement and Class B common shares, basic and diluted		3,193,963
Basic and diluted net income per non-redeemable Class A and Class B common stock	$	0.12

●	Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

●	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 whole and not in part;

	●	at a price of $0.01 per Public Warrant;

	●	upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

	●	if, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A Common Stock and equity-linked securities) for any 20 trading days within a 30-trading day period commencing no earlier than the date the warrants become exercisable and ending on the third business day before the date on which the Company sends the notice of redemption to the warrant holders.


	Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Asset:
Marketable securities held in Trust Account	$	117,321,508	$	—	$	—

Warrant Liabilities:
Public Warrants	$	2,701,925	$	—	$	—
Private Placement Warrants	$	—	$	—	$	124,951

	June 28, 2021			December 31, 2021
	(Public and Private Warrant)			(Private Warrant)
Exercise price	$	11.50		$	11.50
Share price	$	10.00		$	10.07
Expected term (years)		5.86			5.28
Probability of Acquisition		90.0	%		90.0	%
Volatility		14.7	%		8.3	%
Risk-free rate		1.04	%		1.28	%
Dividend yield (per share)		0.00	%		0.00	%


	Private Placement			Public Warrant			Warrant Liability
Fair value as of June 28, 2021 (Initial Public Offering)	$	224,474		$	4,807,000		$	5,031,474
Change in valuation inputs or other assumptions ⁽¹⁾⁽²⁾		(99,523	)		(2,105,075	)		(2,204,598	)
Fair value as of December 31, 2021	$	124,951			2,701,925			2,826,876

(1)	Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations.
(2)	Changes are due to the use of quoted prices in an active market (Level 1) and the use of unobservable inputs based on assessment of the assumptions (Level 3) for Public Warrants (after becoming actively traded) and Private Placement Warrants, respectively.