Common use of Internal Controls; Listing; Financial Statements Clause in Contracts

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting ▇▇▇▇▇▇▇▇’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since July 20, 2020, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) Each director and executive officer of ▇▇▇▇▇▇▇▇ has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since July 20, 2020, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of The Nasdaq Stock Market LLC (“Nasdaq”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on Nasdaq. (d) The Acquiror SEC Filings contain true and complete copies of the unaudited balance sheet as of June 30, 2022, and statement of operations, cash flow and stockholders’ equity of Acquiror for the period from July 20, 2020 (inception) through June 30, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (e) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Neither Acquiror (including any employee thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting ▇▇▇▇▇▇▇▇’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since July 20February 11, 20202021, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) Each director and executive officer of ▇▇▇▇▇▇▇▇ has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since July 20February 11, 20202021, Acquiror has complied in all material respects with the applicable listing and corporate governance rules and regulations of The Nasdaq Stock the NASDAQ Capital Market LLC (the “Nasdaq”). The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on the Nasdaq. There is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by the Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A Common Stock on the Nasdaq. (d) The Acquiror SEC Filings contain true and complete copies of the unaudited audited balance sheet of Acquiror as of June 30February 17, 2022, and statement of operations, cash flow and stockholders’ equity of Acquiror for the period from July 20, 2020 (inception) through June 30, 20222021, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (e) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Neither Acquiror (including any employee thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s Bright Lights’ status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), Acquiror Bright Lights has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AcquirorBright Lights, including its consolidated Subsidiaries, if any, is made known to Acquiror’s Bright Lights’ principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting ▇▇▇▇▇▇▇▇’s Bright Lights’ principal executive officer and principal financial officer to material information required to be included in Acquiror’s Bright Lights’ periodic reports required under the Exchange Act. Since July 20January 7, 20202021, Acquiror Bright Lights has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Acquiror’s Bright Lights’ financial reporting and the preparation of Acquiror Bright Lights Financial Statements for external purposes in accordance with GAAP. (b) Each director and executive officer of ▇▇▇▇▇▇▇▇ Bright Lights has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror Bright Lights has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since July 20January 7, 20202021, Acquiror Bright Lights has complied in all material respects with the applicable listing and corporate governance rules and regulations of The Nasdaq Stock Market LLC (“Nasdaq”). The Acquiror Bright Lights Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the knowledge of AcquirorBright Lights, threatened against Acquiror Bright Lights by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Bright Lights Class A Common Stock or prohibit or terminate the listing of Acquiror Bright Lights Class A Common Stock on Nasdaq. (d) The Acquiror Bright Lights SEC Filings contain true and complete copies of the unaudited balance sheet as of June 30, 20222021, and statement of operations, cash flow and stockholdersshareholders’ equity of Acquiror Bright Lights for the period from July 20September 15, 2020 (inception) through June 30, 20222021, together with the auditor’s reports thereon (the “Acquiror Bright Lights Financial Statements”). Except as disclosed in the Acquiror Bright Lights SEC Filings, the Acquiror Bright Lights Financial Statements (i) fairly present in all material respects the financial position of AcquirorBright Lights, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror Bright Lights have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (e) There are no outstanding loans or other extensions of credit made by Acquiror Bright Lights to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorBright Lights. Acquiror Bright Lights has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Neither Acquiror Bright Lights (including any employee thereof) nor Acquiror’s Bright Lights’ independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by AcquirorBright Lights, (ii) any fraud, whether or not material, that involves Acquiror’s Bright Lights’ management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror Bright Lights or (iii) any claim or allegation regarding any of the foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), Acquiror SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AcquirorSPAC, including its consolidated Subsidiaries, if any, is made known to AcquirorSPAC’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting ▇▇▇▇▇▇▇▇SPAC’s principal executive officer and principal financial officer to material information required to be included in AcquirorSPAC’s periodic reports required under the Exchange Act. Since July 20May 2, 20202022, Acquiror SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of AcquirorSPAC’s financial reporting and the preparation of Acquiror SPAC Financial Statements for external purposes in accordance with GAAP. (b) Each director and executive officer of ▇▇▇▇▇▇▇▇ SPAC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror SPAC has not taken any action prohibited by Section 402 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since July 20Except as set forth in Section 6.7(c) of the SPAC Disclosure Letter, 2020since May 2, Acquiror 2022, SPAC has complied in all material respects with the applicable listing and corporate governance rules and regulations of The the Nasdaq Stock Global Market LLC (“NasdaqNASDAQ”). The Acquiror SPAC Class A Common Stock is Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on NasdaqNASDAQ. There is no Legal Proceeding pending or, to the knowledge of AcquirorSPAC, threatened against Acquiror SPAC by Nasdaq NASDAQ or the SEC with respect to any intention by such entity to deregister the Acquiror SPAC Class A Common Stock Ordinary Shares or prohibit or terminate the listing of Acquiror SPAC Class A Common Stock Ordinary Share on NasdaqNASDAQ. (d) The Acquiror SPAC SEC Filings contain true and complete copies of the unaudited audited balance sheet as of June 30March 31, 20222023, and statement of operations, cash flow and stockholdersshareholders’ equity of Acquiror SPAC for the period from July 20May 2, 2020 2022 (inception) through June 30March 31, 20222023, together with the auditor’s reports thereon (the “Acquiror SPAC Financial Statements”). Except as disclosed in the Acquiror SPAC SEC Filings, the Acquiror SPAC Financial Statements (i) fairly present in all material respects the financial position of AcquirorSPAC, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror SPAC have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (e) There are no outstanding loans or other extensions of credit made by Acquiror SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of AcquirorSPAC. Acquiror SPAC has not taken any action prohibited by Section 402 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Neither Acquiror Except for otherwise disclosed in the SPAC SEC Filings, neither SPAC (including any employee thereof) nor AcquirorSPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by AcquirorSPAC, (ii) any fraud, whether or not material, that involves AcquirorSPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror SPAC or (iii) any claim or allegation regarding any of the foregoing.