Filing Details

   As of the close of business on March 4, 2021, the reporting persons beneficially owned an aggregate of 2,410,000 shares of the Issuers Class A Common Stock as a result of holding 2,410,000 of the Issuers SCALE units. Each SCALE unit consists of one share of the Issuers Class A Common Stock and one-fifth of one warrant. Each whole warrant entitles the holder to purchase one share of the Issuers Class A Common Stock. The Issuers warrants will become exercisable on the later of 30 days after the completion of the Issuers initial business combination and 12 months from the closing of the Issuers initial public offering. Specifically, as of the close of business on March 4, 2021:

   i) Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owned 1,344,000 shares of the Issuers Class A Common Stock as a result of holding 1,344,000 of the Issuers SCALE units;

   ii) Riverview Group LLC, a Delaware limited liability company ("Riverview Group"), beneficially owned 800,000 shares of the Issuers Class A Common Stock as a result of holding 800,000 of the Issuers SCALE units;

   iii) ICS Opportunities II LLC, a Cayman Islands limited liability company ("ICS Opportunities II"), beneficially owned 6,000 shares of the Issuers Class A Common Stock as a result of holding 6,000 of the Issuers SCALE units; and

   iv) ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands ("ICS Opportunities"), beneficially owned 260,000 shares of the Issuers Class A Common Stock as a result of holding 260,000 of the Issuers SCALE units, which together with the shares of the Issuers Class A Common Stock beneficially owned by Integrated Core Strategies, Riverview Group and ICS Opportunities II represented 2,410,000 shares of the Issuers Class A Common Stock or 6.8% of the Issuers Class A Common Stock outstanding.

   Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to ICS Opportunities II and ICS Opportunities and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities II and ICS Opportunities.

   Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and Riverview Group and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group. Millennium Management is also the general partner of the 100% owner of ICS Opportunities II and ICS Opportunities and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities II and ICS Opportunities.

   Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group. Millennium Group Management is also the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities II and ICS Opportunities.

   The managing member of Millennium Group Management is a trust of which Israel A. Englander, a United States citizen ("Mr. Englander"), currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies, Riverview Group, ICS Opportunities II and ICS Opportunities.

   The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies, Riverview Group, ICS Opportunities II or ICS Opportunities, as the case may be.

(b) Percent of Class:   

   As of the close of business on March 4, 2021, Millennium Management, Millennium Group Management and Mr. Englander may be deemed to have beneficially owned 2,410,000 shares of the Issuers Class A Common Stock or 6.8% of the Issuers Class A Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 35,535,000 shares of the Issuers Class A Common Stock outstanding as of March 4, 2021, as reported in the Issuers Form 8-K filed on March 4, 2021.