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

Internal Controls; Listing; Financial Statements. (a) Except as is 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 JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its IPO, (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 material information relating to SPAC is made known to SPAC’s principal executive officer and principal financial officer by others within SPAC. (b) 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, and SPAC has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Except as set forth on Section 6.12 of the SPAC Disclosure Schedule, since its IPO, SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of NASDAQ. The classes of securities representing issued and outstanding SPAC Class A Shares, SPAC Warrants and SPAC Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NASDAQ. As of the date of this Agreement, there is no material Proceeding pending or, to SPAC’s knowledge, threatened against SPAC by Financial Industry Regulatory Authority, NASDAQ or the SEC with respect to any intention by such entity to deregister SPAC Class A Shares or prohibit or terminate the listing of SPAC Class A Shares on NASDAQ. SPAC has not taken any action that is designed to terminate the registration of SPAC Class A Shares under the Exchange Act. (d) The SPAC SEC Reports contain true, correct and complete copies of the applicable SPAC Financial Statements. The SPAC Financial Statements (i) fairly present in all material respects the financial position of SPAC as at the respective dates thereof, and the results of its operations, shareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of notes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of notes thereto), (iii) in the case of the audited SPAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) 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 (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by 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 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 in all material respects. (f) Since its incorporation, neither SPAC, nor to SPAC’s knowledge, an independent auditor of SPAC, has identified any (i) “significant deficiency” or “material weakness” in the internal controls over financial reporting of SPAC, or (ii) fraud, whether or not material, that involves management or other employees of SPAC who have a significant role in the internal controls over financial reporting of SPAC.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of SPACTHMA’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its IPO, (i) SPAC THMA 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 SPACTHMA’s financial reporting and the preparation of SPACTHMA’s financial statements for external purposes in accordance with GAAP and (ii) SPAC THMA 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 material information relating to SPAC THMA is made known to SPACTHMA’s principal executive officer and principal financial officer by others within SPACTHMA. To the knowledge of THMA, such disclosure controls and procedures are effective in timely alerting THMA’s principal executive officer and principal financial officer to material information required to be included in THMA’s periodic reports required under the Exchange Act. (b) There are no outstanding loans or other extensions of credit made by SPAC THMA to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC, and SPAC THMA. THMA has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Except as set forth on Section 6.12 of the SPAC Disclosure Schedule, since its IPO, SPAC THMA has complied in all material respects with all applicable listing and corporate governance rules and regulations of NASDAQNasdaq and is a member in good standing with Nasdaq. The classes of securities representing issued and outstanding SPAC THMA Class A Shares, SPAC Warrants and SPAC Units Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NASDAQNasdaq. As of the date of this Agreement, there There is no material Proceeding pending or, to SPAC’s knowledgethe knowledge of THMA, threatened against SPAC THMA by Financial Industry Regulatory Authority, NASDAQ Nasdaq or the SEC with respect to any intention by such entity to deregister SPAC THMA Class A Shares or prohibit or terminate the listing of SPAC THMA Class A Shares on NASDAQNasdaq. SPAC THMA has not taken any action that is designed to terminate the registration of SPAC THMA Class A Shares under the Exchange Act. (d) The SPAC SEC Reports contain true, correct and complete copies of the applicable SPAC Financial Statements. The SPAC THMA Financial Statements (i) fairly present in all material respects the financial position of SPAC THMA as at the respective dates thereof, and the results of its operations, shareholdersstockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of notes theretofootnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods indicated involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of notes theretofootnotes), (iii) in the case of the audited SPAC THMA Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) 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, thereof (including Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable). (e) SPAC THMA 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 SPACTHMA’s and its Subsidiaries’ assets. SPAC THMA maintains and, for all periods covered by the SPAC THMA Financial Statements, has maintained books and records of SPAC THMA in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of SPAC THMA in all material respects. (f) Since its incorporation, neither SPACTHMA nor its independent auditors has received any written complaint, nor to SPAC’s knowledgeallegation, an independent auditor of SPAC, has identified any assertion or claim that there is (i) a “significant deficiency” or in the internal controls over financial reporting of THMA to THMA’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of SPAC, THMA to THMA’s knowledge or (iiiii) fraud, whether or not material, that involves management or other employees of SPAC THMA who have a significant role in the internal controls over financial reporting of SPACTHMA.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of SPACPioneer’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its IPOinitial public offering, (i) SPAC Pioneer 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 SPACPioneer’s financial reporting and the preparation of SPACPioneer’s financial statements for external purposes in accordance with GAAP and (ii) SPAC Pioneer 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 material information relating to SPAC Pioneer is made known to SPACPioneer’s principal executive officer and principal financial officer by others within SPAC.Pioneer. 62 (b) 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, and SPAC Pioneer has not taken any action prohibited by Section 402 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Except as set forth on Section 6.12 of the SPAC Disclosure ScheduleSince its initial public offering, since its IPO, SPAC Pioneer has complied in all material respects with all applicable listing and corporate governance rules and regulations of NASDAQNasdaq. The classes of securities representing issued and outstanding SPAC Pioneer Class A Shares, SPAC Warrants and SPAC Units Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NASDAQNasdaq. As of the date of this Agreement, there is no material Proceeding pending or, to SPAC’s knowledgethe knowledge of Pioneer, threatened against SPAC Pioneer by Financial Industry Regulatory Authority, NASDAQ Nasdaq or the SEC with respect to any intention by such entity to deregister SPAC Pioneer Class A Shares or prohibit or terminate the listing of SPAC Pioneer Class A Shares on NASDAQNasdaq. SPAC Pioneer has not taken any action that is designed to terminate the registration of SPAC Pioneer Class A Shares under the Exchange Act. (d) The SPAC Pioneer SEC Reports contain true, correct true and complete copies of the applicable SPAC Pioneer Financial Statements. The SPAC Pioneer Financial Statements (i) fairly present in all material respects the financial position of SPAC Pioneer as at the respective dates thereof, and the results of its operations, shareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of notes theretofootnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods indicated involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of notes theretofootnotes), (iii) in the case of the audited SPAC Pioneer Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) 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, thereof (including Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable). (e) SPAC Pioneer 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 SPACPioneer’s and its Subsidiaries’ assets. SPAC Pioneer maintains and, for all periods covered by the SPAC Pioneer Financial Statements, has maintained books and records of SPAC Pioneer in the ordinary course of business that are accurate designed to provide reasonable assurance regarding the accuracy and complete completeness thereof and reflect the revenues, expenses, assets and liabilities of SPAC Pioneer in all material respects.. 63 (f) Since its incorporation, neither SPAC, nor to SPAC’s knowledge, an independent auditor Pioneer has not received any written notification of SPAC, has identified any (i) a “significant deficiency” or in the internal controls over financial reporting of Pioneer to Pioneer’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of SPAC, Pioneer to Pioneer’s knowledge or (iiiii) fraud, whether or not material, that involves management or other employees of SPAC Pioneer who have a significant role in the internal controls over financial reporting of SPACPioneer.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of SPACParent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its IPOinitial public offering, (i) SPAC Parent 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 SPACParent’s financial reporting and the preparation of SPACParent’s financial statements for external purposes in accordance with GAAP and (ii) SPAC Parent 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 material information relating to SPAC Parent is made known to SPACParent’s principal executive officer and principal financial officer by others within SPACParent. (b) 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, and SPAC Parent has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Except as set forth on Section 6.12 of the SPAC Disclosure ScheduleSince its initial public offering, since its IPO, SPAC Parent has complied in all material respects with all applicable listing and corporate governance rules and regulations of NASDAQNasdaq. The classes of securities representing issued and outstanding SPAC Parent Class A Shares, SPAC Warrants and SPAC Units Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NASDAQNasdaq. As of the date of this Agreement, there is no material Proceeding pending or, to SPAC’s knowledgethe knowledge of Parent, threatened against SPAC Parent by Financial Industry Regulatory Authority, NASDAQ Nasdaq or the SEC with respect to any intention by such entity to deregister SPAC Parent Class A Shares Common Stock or prohibit or terminate the listing of SPAC Parent Class A Shares Common Stock on NASDAQNasdaq. SPAC Parent has not taken any action that is designed to terminate the registration of SPAC Parent Class A Shares Common Stock under the Exchange Act. (d) The SPAC Parent SEC Reports contain true, correct true and complete copies of the applicable SPAC Parent Financial Statements. The SPAC Parent Financial Statements (i) fairly present in all material respects the financial position of SPAC Parent as at the respective dates thereof, and the results of its operations, shareholdersstockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of notes theretofootnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods indicated involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of notes theretofootnotes), (iii) in the case of the audited SPAC Parent Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) 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, thereof (including Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable). (e) SPAC Parent 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 SPACParent’s and its Subsidiaries’ assets. SPAC Parent maintains and, for all periods covered by the SPAC Parent Financial Statements, has maintained books and records of SPAC Parent in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of SPAC Parent in all material respects. (f) Since its incorporation, neither SPACParent has not received any written complaint, nor to SPAC’s knowledgeallegation, an independent auditor of SPAC, has identified any assertion or claim that there is (i) a “significant deficiency” or in the internal controls over financial reporting of Parent to Parent’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of SPAC, Parent to Parent’s knowledge or (iiiii) fraud, whether or not material, that involves management or other employees of SPAC Parent who have a significant role in the internal controls over financial reporting of SPACParent.