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 SPAC’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, as amended, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of SPAC’s financial reporting and the preparation of SPAC’s financial statements for external purposes in accordance with GAAP, and (ii) SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that information relating to SPAC is made known to SPAC’s principal executive officer and principal financial officer by others within SPAC. 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 SPAC’s periodic reports required under the Exchange Act. (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. SPAC has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since its initial public offering, SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The class of securities representing issued and outstanding Series A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. There is no Proceeding pending or, to the knowledge of SPAC, threatened against SPAC by Nasdaq or the SEC with respect to any intention by such entity to deregister the Series A Common Stock or prohibit or terminate the listing of Series A Common Stock on Nasdaq. SPAC has not taken any action that is designed to terminate the registration of Series A Common Stock under the Exchange Act. (i) The SPAC SEC Reports contain true and complete copies of the financial statements (including all related notes and schedules thereto) of SPAC (the “SPAC Financial Statements”). The SPAC Financial Statements (A) fairly present in all material respects the financial position of SPAC as at the respective dates thereof, and the results of its operations and cash flows for the respective periods then ended and fairly present, in all material respects, its stockholders’ equity, (B) were prepared in conformity with GAAP applied on a consistent basis during the periods involved, and (C) 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 (including Regulation S-X or Regulation S-K, as applicable). (e) SPAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization, and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for SPAC’s and its Subsidiaries’ assets. SPAC maintains and, for all periods covered by the SPAC Financial Statements, has maintained, in all material respects in accordance with GAAP and applicable Law, books and records of SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and Liabilities of SPAC. (f) There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC. (g) Except as set forth on Section 4.13(g) of the SPAC Disclosure Schedules, since its incorporation, neither SPAC (including any employee thereof) nor, to the knowledge of SPAC, SPAC’s independent auditors, has received any written complaint, allegation, assertion or claim that there is, or there has been, (i) a “significant deficiency” in the internal controls over financial reporting of SPAC, (ii) a “material weakness” in the internal controls over financial reporting of SPAC, or (iii) fraud, whether or not material, that involves management or other employees of SPAC who have a role in the internal controls over financial reporting of SPAC.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of SPACAcquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 20122012 (“JOBS Act”), Acquiror has established and maintains disclosure controls and procedures (as amended, or “smaller reporting company” within the meaning of defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Acquiror, since including its initial public offeringconsolidated Subsidiaries, (i) SPAC 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 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of SPACAcquiror’s financial reporting and the preparation of SPAC’s financial statements Acquiror Financial Statements for external purposes in accordance with GAAP, and (ii) SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that information relating to SPAC is made known to SPAC’s principal executive officer and principal financial officer by others within SPAC. 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 SPAC’s periodic reports required under the Exchange Act. (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. SPAC Acquiror has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since its initial public offeringJuly 20, SPAC 2020, Acquiror has complied in all material respects with all the applicable listing and corporate governance rules and regulations of The Nasdaq Stock Market LLC (“Nasdaq”). The class of securities representing issued and outstanding Series Acquiror Class A Common Stock are is registered pursuant to Section 12(b) of the Exchange Act and are is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the knowledge of SPACAcquiror, threatened against SPAC Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Series Acquiror Class A Common Stock or prohibit or terminate the listing of Series Acquiror Class A Common Stock on Nasdaq. SPAC has not taken any action that is designed to terminate the registration of Series A Common Stock under the Exchange Act. (id) The SPAC Acquiror SEC Reports Filings contain true and complete copies of the financial statements 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 (including all related notes and schedules theretoinception) of SPAC through June 30, 2022, together with the auditor’s reports thereon (the “SPAC Acquiror Financial Statements”). The SPAC Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (Ai) fairly present in all material respects the financial position of SPAC Acquiror, as at the respective dates thereof, and the results of its operations and consolidated cash flows for the respective periods then ended and fairly present, in all material respects, its stockholders’ equityended, (Bii) were prepared in conformity with GAAP applied on a consistent basis during the periods involvedinvolved (except as may be indicated therein or in the notes thereto), and (Ciii) comply, comply in all material respects, 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 (including Regulation S-X or Regulation S-K, as applicable). (e) SPAC has established thereof. The books and maintains systems records of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorizationAcquiror have been, and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for SPAC’s and its Subsidiaries’ assets. SPAC maintains andbeing, for all periods covered by the SPAC Financial Statements, has maintained, maintained in all material respects in accordance with GAAP and any other applicable Law, books legal and records of SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and Liabilities of SPACaccounting requirements. (fe) There are no outstanding loans or other extensions of credit made by SPAC Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPACAcquiror. Acquiror has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (gf) Except as set forth on Section 4.13(g) of the SPAC Disclosure Schedules, since its incorporation, neither SPAC Neither Acquiror (including any employee thereof) nor, to the knowledge of SPAC, SPACnor Acquiror’s independent auditors, auditors has received any written complaint, allegation, assertion identified or claim that there is, or there has been, been made aware of (i) a “any significant deficiency” deficiency or material weakness in the system of internal accounting controls over financial reporting of SPACutilized by Acquiror, (ii) a “material weakness” in the internal controls over financial reporting of SPAC, or (iii) any fraud, whether or not material, that involves Acquiror’s management or other employees of SPAC who have a role in the preparation of financial statements or the internal accounting controls over financial reporting utilized by Acquiror or (iii) any claim or allegation regarding any of SPACthe foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of SPACAcquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 20122012 (“JOBS Act”), Acquiror has established and maintains disclosure controls and procedures (as amended, or “smaller reporting company” within the meaning of defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Acquiror, since including its initial public offeringconsolidated Subsidiaries, (i) SPAC 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 A▇▇▇▇▇▇▇’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 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of SPACAcquiror’s financial reporting and the preparation of SPAC’s financial statements Acquiror Financial Statements for external purposes in accordance with GAAP, and (ii) SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that information relating to SPAC is made known to SPAC’s principal executive officer and principal financial officer by others within SPAC. 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 SPAC’s periodic reports required under the Exchange Act. (b) Each director and executive officer of SPAC A▇▇▇▇▇▇▇ 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. SPAC Acquiror has not taken any action prohibited by Section 402 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since its initial public offeringJuly 20, SPAC 2020, Acquiror has complied in all material respects with all the applicable listing and corporate governance rules and regulations of The Nasdaq Stock Market LLC (“Nasdaq”). The class of securities representing issued and outstanding Series Acquiror Class A Common Stock are is registered pursuant to Section 12(b) of the Exchange Act and are is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the knowledge of SPACAcquiror, threatened against SPAC Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Series Acquiror Class A Common Stock or prohibit or terminate the listing of Series Acquiror Class A Common Stock on Nasdaq. SPAC has not taken any action that is designed to terminate the registration of Series A Common Stock under the Exchange Act. (id) The SPAC Acquiror SEC Reports Filings contain true and complete copies of the financial statements 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 (including all related notes and schedules theretoinception) of SPAC through June 30, 2022, together with the auditor’s reports thereon (the “SPAC Acquiror Financial Statements”). The SPAC Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (Ai) fairly present in all material respects the financial position of SPAC Acquiror, as at the respective dates thereof, and the results of its operations and consolidated cash flows for the respective periods then ended and fairly present, in all material respects, its stockholders’ equityended, (Bii) were prepared in conformity with GAAP applied on a consistent basis during the periods involvedinvolved (except as may be indicated therein or in the notes thereto), and (Ciii) comply, comply in all material respects, 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 (including Regulation S-X or Regulation S-K, as applicable). (e) SPAC has established thereof. The books and maintains systems records of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorizationAcquiror have been, and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for SPAC’s and its Subsidiaries’ assets. SPAC maintains andbeing, for all periods covered by the SPAC Financial Statements, has maintained, maintained in all material respects in accordance with GAAP and any other applicable Law, books legal and records of SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and Liabilities of SPACaccounting requirements. (fe) There are no outstanding loans or other extensions of credit made by SPAC Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPACAcquiror. Acquiror has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (gf) Except as set forth on Section 4.13(g) of the SPAC Disclosure Schedules, since its incorporation, neither SPAC Neither Acquiror (including any employee thereof) nor, to the knowledge of SPAC, SPACnor Acquiror’s independent auditors, auditors has received any written complaint, allegation, assertion identified or claim that there is, or there has been, been made aware of (i) a “any significant deficiency” deficiency or material weakness in the system of internal accounting controls over financial reporting of SPACutilized by Acquiror, (ii) a “material weakness” in the internal controls over financial reporting of SPAC, or (iii) any fraud, whether or not material, that involves Acquiror’s management or other employees of SPAC who have a role in the preparation of financial statements or the internal accounting controls over financial reporting utilized by Acquiror or (iii) any claim or allegation regarding any of SPACthe foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of SPAC’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 20122012 (“JOBS Act”), Bright Lights has established and maintains disclosure controls and procedures (as amended, or “smaller reporting company” within the meaning of defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Bright Lights, since including its initial public offeringconsolidated Subsidiaries, (i) SPAC if any, is made known to 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 Bright Lights’ principal executive officer and principal financial officer to material information required to be included in Bright Lights’ periodic reports required under the Exchange Act. Since January 7, 2021, Bright Lights has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of SPAC’s Bright Lights’ financial reporting and the preparation of SPAC’s financial statements Bright Lights Financial Statements for external purposes in accordance with GAAP, and (ii) SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that information relating to SPAC is made known to SPAC’s principal executive officer and principal financial officer by others within SPAC. 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 SPAC’s periodic reports required under the Exchange Act. (b) Each director and executive officer of SPAC 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. SPAC Bright Lights has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since its initial public offeringJanuary 7, SPAC 2021, Bright Lights has complied in all material respects with all the applicable listing and corporate governance rules and regulations of The Nasdaq Stock Market LLC (“Nasdaq”). The class of securities representing issued and outstanding Series Bright Lights Class A Common Stock are is registered pursuant to Section 12(b) of the Exchange Act and are is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the knowledge of SPACBright Lights, threatened against SPAC Bright Lights by Nasdaq or the SEC with respect to any intention by such entity to deregister the Series Bright Lights Class A Common Stock or prohibit or terminate the listing of Series Bright Lights Class A Common Stock on Nasdaq. SPAC has not taken any action that is designed to terminate the registration of Series A Common Stock under the Exchange Act. (id) The SPAC Bright Lights SEC Reports Filings contain true and complete copies of the financial statements unaudited balance sheet as of June 30, 2021, and statement of operations, cash flow and shareholders’ equity of Bright Lights for the period from September 15, 2020 (including all related notes and schedules theretoinception) of SPAC through June 30, 2021, together with the auditor’s reports thereon (the “SPAC Bright Lights Financial Statements”). The SPAC Except as disclosed in the Bright Lights SEC Filings, the Bright Lights Financial Statements (Ai) fairly present in all material respects the financial position of SPAC Bright Lights, as at the respective dates thereof, and the results of its operations and consolidated cash flows for the respective periods then ended and fairly present, in all material respects, its stockholders’ equityended, (Bii) were prepared in conformity with GAAP applied on a consistent basis during the periods involvedinvolved (except as may be indicated therein or in the notes thereto), and (Ciii) comply, comply in all material respects, 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 (including Regulation S-X or Regulation S-K, as applicable). (e) SPAC has established thereof. The books and maintains systems records of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorizationBright Lights have been, and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for SPAC’s and its Subsidiaries’ assets. SPAC maintains andbeing, for all periods covered by the SPAC Financial Statements, has maintained, maintained in all material respects in accordance with GAAP and any other applicable Law, books legal and records of SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and Liabilities of SPACaccounting requirements. (fe) There are no outstanding loans or other extensions of credit made by SPAC Bright Lights to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPACBright Lights. Bright Lights has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (gf) Except as set forth on Section 4.13(g) of the SPAC Disclosure Schedules, since its incorporation, neither SPAC Neither Bright Lights (including any employee thereof) nor, to the knowledge nor Bright Lights’ independent auditors has identified or been made aware of SPAC, SPAC’s independent auditors, has received any written complaint, allegation, assertion or claim that there is, or there has been, (i) a “any significant deficiency” deficiency or material weakness in the system of internal accounting controls over financial reporting of SPACutilized by Bright Lights, (ii) a “material weakness” in the internal controls over financial reporting of SPAC, or (iii) any fraud, whether or not material, that involves Bright Lights’ management or other employees of SPAC who have a role in the preparation of financial statements or the internal accounting controls over financial reporting utilized by Bright Lights or (iii) any claim or allegation regarding any of SPACthe foregoing.