References in this quarterly report on Form
10-Q
(the "Quarterly Report") to "we," "us" or the "Company" refer to Advanced Merger
Partners, Inc. References to our "management" or our "management team" refer to
our officers and directors, and references to the "Sponsor" refer to HLI
Sponsor, LLC. The following discussion and analysis of the Company's financial
condition and results of operations should be read in conjunction with the
financial statements and the notes thereto contained elsewhere in this Quarterly
Report. Certain information contained in the discussion and analysis set forth
below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements



This Quarterly Report includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended (the "Securities Act")
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") that are not historical facts and involve risks and
uncertainties that could cause actual results to differ materially from those
expected and projected. All statements, other than statements of historical fact
included in this Quarterly Report including, without limitation, statements in
this "Management's Discussion and Analysis of Financial Condition and Results of
Operations" regarding the Company's financial position, business strategy and
the plans and objectives of management for future operations, are
forward-looking statements. Words such as "expect," "believe," "anticipate,"
"intend," "estimate," "seek" and variations and similar words and expressions
are intended to identify such forward-looking statements. Such forward-looking
statements relate to future events or future performance, but reflect
management's current beliefs, based on information currently available. A number
of factors could cause actual events, performance or results to differ
materially from the events, performance and results discussed in the
forward-looking statements. For information identifying important factors that
could cause actual results to differ materially from those anticipated in the
forward-looking statements, please refer to the Risk Factors section of the
Company's Annual Report on Form
10-K
for the fiscal year ended December 31, 2021 (the "Annual Report on Form
10-K")
filed with the U.S. Securities and Exchange Commission (the "SEC"). The
Company's securities filings can be accessed on the EDGAR section of the SEC's
website at www.sec.gov. Except as expressly required by applicable securities
law, the Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events
or otherwise.

Overview

We are a blank check company formed under the laws of the State of Delaware on November 12, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses ("Business Combination"). We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants (defined below), our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations



We have neither engaged in any operations nor generated any revenues to date.
Our only activities from November 12, 2020 (inception) through June 30, 2022
were organizational activities, those necessary to prepare for the Initial
Public Offering (defined below), and subsequent to the initial public offering,
identifying a target company for a Business Combination. We do not expect to
generate any operating revenues until after the completion of our Business
Combination. We generate
non-operating
income in the form of interest income on marketable securities held in the Trust
Account. We incur expenses as a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as for due
diligence expenses.

For the three months ended June 30, 2022, we had net income of $3,401,660, which consists of interest earned on marketable securities of $388,257 and changes in fair value of the warrant liability of $3,425,977, offset by provision for income taxes of $41,590 and operation costs of $370,984.

For the six months ended June 30, 2022, we had net income of $4,754,539, which consists of interest earned on marketable securities of $417,210 and changes in fair value of the warrant liability of $5,116,557, offset by provision for income taxes of $41,590 and operation costs of $737,638.

For the three months ended June 30, 2021, we had net loss of $2,432,711, which consists of operation costs of $239,262 and changes in fair value of warrant liability of $2,203,779, offset by interest earned on marketable securities of $10,277, and interest income from cash equivalents of $53.

For the six months ended June 30, 2021, we had net loss of $1,230,682, which consists of operation costs of $657,350 and changes in fair value of warrant liabilities of $589,029, offset by interest earned on marketable securities of $15,644 and interest income from cash equivalents of $53.

Liquidity and Capital Resources

On March 4, 2021, we consummated the initial public offering of 28,750,000 units (each, a "Unit"), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287.5 million (the "Initial Public Offering"). Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 5,600,000 private placement warrants (the "Private Placement Warrants") a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $8.4 million.

For the six months ended June 30, 2022, cash used in operating activities was $1,077,748. Net income of $4,754,539 was affected by interest earned on marketable securities of $417,210 and change in fair value of the warrant liability of $5,116,557. Changes in operating assets and liabilities used $298,520 of cash for operating activities.


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For the six months ended June 30, 2021, cash used in operating activities was $581,707. Net loss of $1,230,682 was affected by interest earned on marketable securities of $15,644, change in fair value of the warrant liability of $589,029 and transaction costs associated with the warrant liability of $302,772. Changes in operating assets and liabilities used $227,182 of cash for operating activities.

As of June 30, 2022, we had investments of $287,942,628 held in the Trust Account. Through June 30, 2022, we have not withdrawn any interest earned from the Trust Account.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2022, we had cash of approximately $772,439. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $2,000,000 of such loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Going Concern



In connection with the Company's assessment of going concern considerations in
accordance with Financial Accounting Standard Board's Accounting Standards
Codification Subtopic
205-40,
"Presentation of Financial Statements - Going Concern," we have determined that
the liquidity condition and the date for mandatory liquidation and dissolution
raise substantial doubt about the Company's ability to continue as a going
concern through March 4, 2023, the scheduled liquidation date of the Company if
it does not complete a Business Combination prior to such date. Management plans
to complete a Business Combination before the mandatory liquidation date.
However, there can be no assurance that the Company will be able to consummate
any Business Combination by March 4, 2023. These financial statements do not
include any adjustments relating to the recovery of the recorded assets or the
classification of the liabilities that might be necessary should the Company be
unable to continue as a going concern.

Off-Balance

Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2022.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of our sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. We began incurring these fees in March 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation. In addition, we will reimburse such affiliate of our sponsor in the amount of $30,000 per month for additional administrative services (not covered by the $10,000 payment set forth above), subject to the closing of a Business Combination.

Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:


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Warrant Liability

We account for the Warrants in accordance with the guidance contained in ASC 815 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject tore-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Placement Warrants and the warrants included as part of the Units (the "Public Warrants") for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date for the Public Warrants. The Private Placement Warrants are valued initially at the initial public offering and as of June 30, 2022 using a Black-Scholes-Merton Model.

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders' deficit section of our balance sheets.

Net Income (Loss) Per Common Share



Net loss per common stock is computed by dividing net loss by the weighted
average number of shares of common stock outstanding during the period. We apply
the
two-class
method in calculating earnings per share. Accretion associated with the
redeemable shares of Class A common stock is excluded from earnings per share as
the redemption value approximates fair value.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

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