Form 10-Q Pontem Corp For: Mar 31

0

News and research before you hear about it on CNBC and others. Claim your 1-week free trial to StreetInsider Premium here.


UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

OR

TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the transition period from _________ to _________

PONTEM CORPORATION

(Exact name of registrant as specified in its
charter)

 

Cayman
Islands
  001-39882   98-1562955
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (IRS Employer
Identification No.)

1140 Avenue
of the Americas, 9th Floor

New York, New York
  10036
(Address Of Principal Executive
Offices)
  (Zip Code)

(212) 457-9077

Registrant’s telephone number, including
area code

Not Applicable

(Former name or former address, if changed
since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

Title
of Each Class:
  Trading
Symbol:
  Name
of Each Exchange on
Which Registered:
Units, each
consisting of one Class A ordinary share, $0.0001 par value, and one-third of one warrant
  PNTM.U   The New York Stock Exchange
Class A ordinary
shares included as part of the units
  PNTM   The New York Stock Exchange
Warrants included
as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of 11.50
  PNTM WS   The New York Stock Exchange

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No

Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
No

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company    

If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No

As of July 9, 2021, 69,000,000 Class A
ordinary shares, par value $0.0001 per share, and 17,250,000 Class B ordinary shares, par value $0.0001 per share, were issued and
outstanding, respectively.

 

PONTEM CORPORATION

Form 10-Q

For the three months ended March 31, 2021

Table of Contents

 

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements (Unaudited)

PONTEM CORPORATION

CONDENSED BALANCE SHEETS

 

    March 31,     December 31,  
    2021     2020  
    (Unaudited)        
Assets            
Current assets:            
Cash   $ 272,809     $  
Prepaid expenses     759,816       5,000  
Total current assets     1,032,625       5,000  
Investments held in Trust Account     690,027,522        
Derivative assets – forward purchase agreement     421,700        
Deferred offering costs associated with initial public offering           557,602  
Total Assets   $ 691,481,847     $ 562,602  
                 
Liabilities and Shareholders’ Deficit                
Current liabilities:                
Accounts payable   $ 6,264     $  
Accrued expenses     69,188       13,647  
Accrued offering costs     119,000       350,000  
Due to related party     13,458        
Note payable – related party           181,468  
Total current liabilities     207,910       545,115  
Deferred legal fees     269,213       49,802  
Deferred underwriting commissions     24,150,000        
Derivative warrant liabilities     25,255,330        
Total liabilities     49,882,453       594,917  
                 
Commitments and Contingencies                
Class A ordinary
shares, $0.0001 par value; 750,000,000 shares authorized; 69,000,000 and 0 shares issued and outstanding, subject to possible
redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively
    690,000,000        
                 
Shareholders’ Deficit:                
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding            
Class B ordinary shares, $0.0001 par
value; 100,000,000 shares authorized; 17,250,000 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively
    1,725       1,725  
Additional paid-in capital           23,275  
Accumulated deficit     (48,402,331 )     (57,315 )
Total shareholders’ deficit     (48,400,606 )     (32,315 )
Total Liabilities and Shareholders’ Deficit   $ 691,481,847     $ 562,602  

 

The accompanying notes are an integral part
of these unaudited condensed financial statements.

PONTEM CORPORATION

CONDENSED STATEMENT OF OPERATIONS

For the Three Months Ended March 31, 2021

(Unaudited)

General and administrative expenses   $ 362,772  
General and administrative expenses – related party     45,000  
Loss from operations   $ (407,772 )
Other income (expense)        
Change in fair value of derivative warrant liabilities     20,876,670  
Gain on the forward purchase agreement     421,700  
Financing costs – derivative warrant liabilities     (1,784,824 )
Investment income on Trust Account     27,522  
Net income   $ 19,133,296  
         
Basic and diluted weighted average shares outstanding of Class A ordinary shares subject to possible redemption     69,000,000  
         
Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption   $  
         
Basic and diluted weighted average shares outstanding of non-redeemable ordinary shares     16,900,000  
         
Basic and diluted net income per ordinary share, non-redeemable ordinary shares   $ 1.13  

The accompanying notes are an integral part
of these unaudited condensed financial statements.

 

PONTEM CORPORATION

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the Three Months Ended March 31, 2021

(Unaudited)

          Additional           Total  
    Class B ordinary shares     Paid-in     Accumulated     Shareholders’  
    Shares     Amount     Capital     Deficit     Deficit  
Balance – December 31, 2020     17,250,000     $ 1,725     $ 23,275     $ (57,315 )   $ (32,315 )
Excess of cash received over fair value of the private placement warrants     –         –         948,000       –         948,000  
Class A ordinary shares subject to redemption amount     –         –         (971,275 )     (67,478,312 )     (68,449,587 )
Net income     –         –         –         19,133,296       19,133,296  
Balance –  March 31, 2021 (unaudited)     17,250,000     $ 1,725     $ –       $ (48,402,331 )   $ (48,400,606 )

The accompanying notes are an integral part
of these unaudited condensed financial statements.

 

PONTEM CORPORATION

CONDENSED STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2021

(Unaudited)

 

Cash Flows from Operating Activities:      
Net income   $ 19,133,296  
Adjustments to reconcile net income to net cash used in operating activities:        
Change in fair value of derivative warrant liabilities     (20,876,670 )
Gain on the forward purchase agreement     (421,700 )
Financing costs – derivative warrant liabilities     1,784,824  
Income from investments held in Trust Account     (27,522 )
Changes in operating assets and liabilities:        
Prepaid expenses     (754,816 )
Accounts payable     6,264  
Accrued expenses     55,541  
Due to related party     13,458  
Net cash used in operating activities     (1,087,325 )
         
Cash Flows from Investing Activities:        
Cash deposited in Trust Account     (690,000,000 )
Net cash used in investing activities     (690,000,000 )
         
Cash Flows from Financing Activities:        
Repayment of note payable to related party     (226,948 )
Proceeds received from initial public offering, gross     690,000,000  
Proceeds received from private placement     15,800,000  
Offering costs paid     (14,212,918 )
Net cash provided by financing activities     691,360,134  
         
Net change in cash     272,809  
         
Cash – beginning of the period      
Cash – end of the period   $ 272,809  
         
Supplemental disclosure of noncash investing and financing activities:        
Offering costs included in accrued offering costs   $ 119,000  
Offering costs paid by Sponsor under promissory note   $ 45,479  
Deferred legal fees   $ 269,214  
Deferred underwriting commissions   $ 24,150,000  

 

The accompanying notes are an integral part
of these unaudited condensed financial statements.

PONTEM CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — Description
of Organization and Business Operations

 

Pontem Corporation (the “Company”)
is a blank check company incorporated as a Cayman Islands exempted company on October 15, 2020. The Company was incorporated for the
purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses that the Company has not yet identified (“Business Combination”).

As of March 31, 2021, the Company had not commenced
any operations. All activity for the period from October 15, 2020 (inception) through March 31, 2021 relates to the Company’s formation,
and since the closing of the initial public offering, the search for a prospective initial business combination. The Company will not
generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate
non-operating income in the form of interest income on its investments held in the trust account from the proceeds of its initial public
offering (the “Initial Public Offering”).

The Company’s sponsor is Pontem LLC, a
Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering
was declared effective on January 12, 2021. On January 15, 2021, the Company consummated its Initial Public Offering of 69,000,000 units
(the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”),
which includes 9,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating
gross proceeds of $690.0 million, and incurring offering costs of approximately $38.9 million, of which approximately $24.2 million and
approximately $213,000 was for deferred underwriting commissions and deferred legal fees, respectively (Notes 2 and 6).

Simultaneously with the closing of the Initial
Public Offering, the Company consummated the private placement (“Private Placement”) of 10,533,333 warrants (each, a “Private
Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant
with the Sponsor and HSM-Invest, a Switzerland simple or general non-commercial partnership (“HSM-Invest”), generating gross
proceeds of $15.8 million (Notes 5 and 7).

Upon the closing of the Initial Public Offering
and the Private Placement, $690.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds
of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company
acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended, or the Investment Company Act having a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury
obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution
of the Trust Account as described below.

The Company’s management has broad discretion
with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s
initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of
the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if
permitted, and excluding the amount of any deferred underwriting discount held in trust) at the time the Company signs a definitive agreement
in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest
in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

PONTEM CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The Company will provide its holders of the Public
Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion
of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means
of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender
offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for
a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount
to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions
the Company will pay to the underwriters (as discussed in Note 6). These Public Shares will be recorded at a redemption value and classified
as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s
(“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”
(“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of
at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business
Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or
other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which were adopted
by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”),
conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and
file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions
is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem
shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally,
each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.
If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this
Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 5) and any Public
Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders
agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a
Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination
without the prior consent of the Sponsor.

Notwithstanding the foregoing, the Company’s
Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more
than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the
Company.

The Company’s Sponsor, executive officers,
directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles
of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public
Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination,
unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with
any such amendment.

If the Company is unable to complete a Business
Combination within 24 months from the closing of the Initial Public Offering, or January 15, 2023, (the “Combination Period”),
the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish
Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of
directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands
law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

In connection with the redemption of 100% of
the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro
rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not
previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses).

PONTEM CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The Initial Shareholders agreed to waive their
liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination
Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled
to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination
within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 7) held
in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such
event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s
Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available
for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect
the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a
third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered
into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds
in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust
account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust
assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business
who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will
it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed
waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such
third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to
claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting
firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving
any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of March 31, 2021, the Company had approximately
$273,000 in its operating bank account and working capital of approximately $825,000.

The Company’s liquidity needs to date have
been satisfied through a contribution of $25,000 from Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares
(as defined in Note 5), a loan of up to approximately $300,000 from the Sponsor pursuant to the Note (as defined in Note 5), of which
approximately $181,000 was outstanding as of December 31, 2020 and approximately $227,000 prior to the Initial Public Offering, and the
proceeds of $2.0 million from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in
full on January 18, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or
an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company
Working Capital Loans (as defined in Note 5). As of March 31, 2021 and December 31, 2020, there were no amounts outstanding under any
Working Capital Loans.

On April 30, 2021, the Company entered into a Working Capital Loan Agreement with the Sponsor and HSM-Invest, pursuant to which the Company
may borrow up to $1.2 million from the Sponsor and HSM-Invest for ongoing expenses reasonably related to the business of the Company and
the consummation of the Business Combination. All unpaid principal under the Working Capital Promissory Note will be due and payable in
full on the effective date of the Business Combination. See Note 5 for a description of the agreement and the underlying promissory
notes.

Based on the foregoing,
management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of
the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a
Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts
payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target
businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and
consummating the Business Combination.

PONTEM CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 2 — Summary
of Significant Accounting Policies

 

Basis of presentation

The accompanying unaudited
condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United
States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the
opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments,
necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended
March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021.

The accompanying unaudited
condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual
Report on Form 10-K January 22, 2021.

Emerging growth company

As an emerging growth
company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its
periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation
and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard.

This may make comparison
of the Company’s unaudited condensed financial statement with another public company that is neither an emerging growth company
nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.

 

Use of Estimates

The preparation of unaudited
condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited
condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires
management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation
or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject
the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal
depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company
is not exposed to significant risks on the account.

PONTEM CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

Cash and Cash Equivalents

 

The Company considers
all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no
cash equivalents as of March 31, 2021 and December 31, 2020.

 

Due to Related
Party

 

Due to related party
consist of amounts due from the Company to QVIDTVM Inc., an entity affiliated with the Sponsor. As of March 31, 2021 and December 31,
2020, the Company recorded approximately $13,000 and $0 on the unaudited condensed balance sheets, respectively.

 

Investments Held in Trust Account

 

The Company’s portfolio of investments
is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with
a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof.
The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the
balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities
is included in investment income on Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair
values of investments held in the Trust Account are determined using available market information.

 

Fair Value Measurements

Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

  Level 1, defined as observable
inputs such as quoted prices (unadjusted) for identical instruments in active markets;

  Level 2, defined as inputs other
than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments
in active markets or quoted prices for identical or similar instruments in markets that are not active; and

  Level 3, defined as unobservable
inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations
derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of March 31, 2021, the carrying values of
cash, prepaid expenses, accounts payable, accrued expenses, accrued offering costs, due to related party and note payable to related
party approximate their fair values due to the short-term nature of the instruments.

Derivative instruments

The Company does not
use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial
instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify
as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification
of derivative instruments, including whether such instruments should be recorded as assets, liabilities or as equity, is re-assessed
at the end of each reporting period.

PONTEM CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The Company is committed to issue forward purchase
units, which are recognized as derivative assets or liabilities depending on the fair value in accordance with ASC 815. Accordingly, the
Company recognizes forward purchase agreement instruments as assets or liabilities at fair value and adjusts the instruments to fair value
at each reporting period. The assets or liabilities are subject to re-measurement at each balance sheet date until exercised, and any
change in fair value is recognized in the statement of operations. The fair value of the units associated with the forward purchase agreement
have been estimated utilizing a forward pricing model.

The 23,000,000 warrants
issued in connection with the Initial Public Offering (the “Public Warrants”) and the 10,533,333 Private Placement Warrants
are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities
at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each
balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of the
Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using
a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo
simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have
subsequently been measured based on the listed market price of such warrants.

Offering Costs Associated with the Initial
Public Offering

 

Offering costs consisted of legal, accounting,
underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering.
Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value
basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as
non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were included in temporary
equity along with accretion of the Class A ordinary shares. For the three months ended March 31, 2021, of the total offering costs of
the Initial Public Offering, approximately $1.8 million is included in financing cost – derivative warrant liabilities in the unaudited
condensed statement of operations.

Class A Ordinary Shares Subject to
Possible Redemption

The Company accounts for its Class A ordinary
shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”
Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.
Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)
are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s
Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject
to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 69,000,000 Class A ordinary shares subject to possible
redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed
balance sheets.

Immediately
upon the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The
change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid-in capital and
accumulated deficit.

As March
31, 2021, Class A ordinary shares reflected on the unaudited condensed balance sheet are reconciled in the following table:

    As of
March 31,
2021
 
Gross proceeds   $ 690,000,000  
Less:        
Proceeds allocated to public warrants     (31,280,000 )
Class A ordinary shares issuance costs     (37,169,587 )
Plus:        
Accretion of carrying value to redemption value     68,449,587  
Class A ordinary shares subject to possible redemption   $ 690,000,000  

Income Taxes

 

The Company follows the asset and liability method
of accounting for income taxes under FASB ASC 740, “Income Taxes,” which prescribes a recognition threshold and a measurement
attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For
those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.
There were no unrecognized tax benefits as of March 31, 2021. The Company’s management determined that the Cayman Islands is the
Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. The Company is currently
not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The
Company is subject to income tax examinations by major taxing authorities since inception.

The Company is considered an exempted Cayman
Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
As such, the Company’s tax provision was zero for the periods presented.

PONTEM CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Net Income (loss)
per Ordinary Shares

Net income (loss) per ordinary share is computed
by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. Accretion
associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates
fair value.

The Company’s unaudited condensed statements
of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar
to the two-class method of income (loss) per ordinary share. Net income (loss) per ordinary share, basic and diluted, for Class A ordinary
shares subject to possible redemption is calculated by dividing the proportionate share of income or loss from investments held in Trust
Account, net of applicable income taxes, if any, by the weighted average number of Class A ordinary shares subject to possible redemption
outstanding for the period.

Net income (loss) per ordinary share, basic and
diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss from investment
attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares
outstanding for the period.

Non-redeemable ordinary shares
include Founder Shares as these shares do not have any redemption features. Non-redeemable ordinary shares
participate in the income or loss from investments based on non-redeemable shares’ proportionate interest.

The following table
reflects the calculation of basic and diluted net income (loss) per ordinary share:

    For the
Three Months
Ended
March 31,
2021
 
Class A ordinary shares subject to possible redemption      
Numerator: Earnings allocable to ordinary shares subject to possible redemption      
Income from investments held in Trust Account   $ 27,522  
Less: Company’s portion available to be withdrawn to pay taxes      
Net income attributable to Class A ordinary shares subject to possible redemption   $ 27,522  
Denominator: Weighted average Class A ordinary shares subject to possible redemption        
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption     69,000,000  
Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption   $  
         
Non-redeemable ordinary shares        
Numerator: Net Income minus Net Earnings        
Net income   $ 19,133,296  
Net income allocable to Class A ordinary shares subject to possible redemption     27,522  
Non-redeemable net income   $ 19,105,774  
Denominator: weighted average non-redeemable ordinary shares        
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares     16,900,000  
Basic and diluted net income per ordinary share, non-redeemable ordinary shares   $ 1.13  

PONTEM CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

Recent Issued
Accounting Standards

 

In August 2020, the FASB issued Accounting Standards
Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging—Contracts in Entity’s Own Equity (
Subtopic 815-40): Accounting for Convertible Instruments and Contracts
in an Entity’s Own Equity
(“ASU 2020-06”), which simplifies accounting for convertible instruments by removing
major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked
contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.
The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results
of operations or cash flows.

 

The Company’s
management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted,
would have a material effect on the accompanying unaudited condensed financial statements.

Note 3 — Initial
Public Offering

 

On January 15, 2021,
the Company consummated its Initial Public Offering of 69,000,000 Units, which includes 9,000,000 Over-Allotment Units, at $10.00 per
Unit, generating gross proceeds of $690.0 million, and incurring offering costs of approximately $38.9 million, of which approximately
$24.2 million and approximately $213,000 was for deferred underwriting commissions and deferred legal fees, respectively.

Each Unit consists of
one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles
the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8).

Note 4 — Private
Placement

 

Simultaneously with
the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,533,333 Private Placement Warrants, at
a price of $1.50 per Private Placement Warrant with the Sponsor and HSM-Invest, generating gross proceeds of $15.8 million.

Each whole Private Placement
Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from
the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the
Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.
The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor,
HSM-Invest or their permitted transferees.

The Sponsor and the
Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement
Warrants until 30 days after the completion of the initial Business Combination.

 

Note 5 — Related
Party Transactions

 

Founder Shares

 

On October 19, 2020, the Company issued 14,375,000
Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for the payment of $25,000 from the Sponsor to
cover certain expenses on behalf of the Company. Shares and the associated amounts have been retroactively restated to reflect the shares
capitalizations on December 23, 2020, January 8, 2021 and January 15, 2021, resulting in an aggregate of 17,250,000 Class B ordinary
shares outstanding. The holders of the Founder Shares agreed to surrender and cancel up to an aggregate of 2,250,000 Founder Shares,
on a pro rata basis, to the extent that the option to purchase additional units was not exercised in full by the underwriters, so that
the Founder Shares would represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering.
On January 15, 2021, the underwriters fully exercised the over-allotment option; thus, these 2,250,000 Founder Shares are no longer subject
to forfeiture.

The Initial Shareholders agreed not to transfer,
assign or sell any of their Founder Shares until the earlier to occur of: (i) three years after the completion of the initial Business
Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation,
merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary
shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals
or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period commencing at least one year after the initial Business Combination, the Founder
Shares will be released from the lockup.

PONTEM CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

Related Party Loans

On October 16, 2020, the Sponsor agreed to loan
the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due
upon the closing of the Initial Public Offering. The Company borrowed approximately $181,000 through December 31, 2020 and approximately
$227,000 prior to the Initial Public Offering under the Note. The Company repaid the Note in full on January 18, 2021.

In addition, in order to finance transaction
costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates
may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes
a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.
Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination
does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation
of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined
and no written agreements exist with respect to such loans. As of March 31, 2021, the Company had no borrowings under the Working Capital
Loans.

On April 30, 2021, the Company entered a
Working Capital Loan Agreement (the “Agreement”) with the Sponsor and HSM-Invest, pursuant to which the Company may
borrow up to $1,200,000 from the Sponsor and HSM-Invest for ongoing expenses reasonably related to the business of the Company and
the consummation of the Business Combination. On April 30, 2021, pursuant to the Agreement, the Company issued a promissory note
(the “Working Capital Promissory Note”) for the principal amount of $600,000 to the Sponsor and HSM-Invest,
respectively. The Working Capital Promissory Note does not bear any interest. All unpaid principal under the Working Capital
Promissory Note will be due and payable in full on the effective date of the Business Combination (the “Maturity Date”).
Pursuant to the terms of the Agreement, the Company is not required to repay the Working Capital Promissory Note if it fails to
complete the Business Combination. The Sponsor and HSM-Invest will have the option, at any time on or prior to the Maturity Date, to
convert any amounts outstanding under the Working Capital Promissory Note into warrants to purchase the Company’s Class A
ordinary shares, par value $0.0001 per share, at a conversion price of $1.50 per warrant, with each warrant entitling the holder to
purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private
placement warrants sold concurrently with the Company’s initial public offering.

 

Administrative Services Agreement

Commencing on the date that the Company’s
securities were first listed on NYSE through the earlier of consummation of the initial Business Combination and the liquidation, the
Company agreed to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided
to members of the management team. During the three months ended March 31, 2021, the Company incurred $30,000 included in general and
administrative expenses to related party in the accompanying unaudited condensed statement of operations.

In addition, the Sponsor, officers and directors,
or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s
behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s
audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors,
or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account.

 

Consulting Agreement

On October 15, 2020, the Company entered into
an agreement to obtain consulting services from an affiliate of its Chief Financial Officer, pursuant to which the Company agreed to
pay such affiliate of its Chief Financial Officer $5,000 per month. Consulting expenses resulting from such agreement were included within
general and administrative expenses to related party in the accompanying unaudited condensed statement of operations. During the three
months ended March 31, 2021, the Company incurred $15,000 in consulting expenses.

 

 

PONTEM CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

Forward Purchase Agreement

On January 12, 2021, the company entered into
a forward purchase agreement with QVIDTVM Management LLC providing for the purchase of up to 15,000,000 forward purchase units (the “Forward
Purchase Agreement”), with each unit consisting of one Class A ordinary share (the “Forward Purchase Shares”) and one-third
of one redeemable warrant to purchase one Class A ordinary share at $11.50 per share (the “Forward Purchase Warrants”), at
a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of the initial Business Combination.
The number of forward purchase units to be purchased by QVIDTVM Management LLC will be subject to the sole discretion of Mr. Alici, who
has investment control over the capital committed to such entity, but in no event will be less than 5,000,000 forward purchase units.
The obligations under the Forward Purchase Agreement do not depend on whether any Class A ordinary shares held by Public Shareholders
are redeemed by the Company. The obligation to purchase the forward purchase units is subject to customary closing conditions, including
that the initial Business Combination must be consummated substantially concurrently with, and immediately following, the purchase of
forward purchase units. The Forward Purchase Shares and Forward Purchase Warrants will be issued only in connection with the closing
of the initial Business Combination. The proceeds from the sale of forward purchase securities may be used as part of the consideration
to the sellers in the initial Business Combination, expenses in connection with the initial Business Combination or for working capital
in the post-transaction company. The Forward Purchase Agreement is accounted for as an asset or liability measured at fair value with
changes in fair value reported each period in earnings. The initial value of the Forward Purchase Agreement was insignificant.

 

Note 6 — Commitments
and Contingencies

 

Registration and Shareholder Rights

 

The holders of the Founder Shares, Private Placement
Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the
exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to
registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public
Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registered
such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements
filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with
the filing of any such registration statements.

Pursuant to the Forward Purchase Agreement, the
Company agreed to use its reasonable best efforts (i) to file within 30 days after the closing of a Business Combination a registration
statement with the SEC for a secondary offering of the Forward Purchase Shares and the Forward Purchase Warrants (and underlying Class
A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter but in no event later than
sixty (60) days after the initial filing, (iii) to maintain the effectiveness of such registration statement until the earliest of (A)
the date on which the Sponsor or its assignees cease to hold the securities covered thereby and (B) the date all of the securities covered
thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration
statement is declared effective, cause us to conduct firm commitment underwritten offerings, subject to certain limitations. In addition,
the Forward Purchase Agreement provides that these holders will have certain “piggy-back” registration rights to include
their securities in other registration statements filed by the Company.

Underwriting Agreement

 

The Company granted the underwriters a 45-day
option from the date of this prospectus to purchase up to 9,000,000 additional Units at the Initial Public Offering price less the underwriting
discounts and commissions. On January 15, 2021, the underwriters fully exercised the over-allotment option.

The underwriters were entitled to an underwriting
discount of $0.20 per unit, or $13.8 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35
per unit, or approximately $24.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.
The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company
completes a Business Combination, subject to the terms of the underwriting agreement.

Deferred Legal Fees

 

The Company engaged a legal counsel firm for
legal advisory services, and the legal counsel agreed to defer their fees in excess of $350,000 (“Deferred Legal Fees”).
The deferred fee will become payable in the event that the Company completes a Business Combination. As of March 31, 2020 and December
31, 2020, the Company recorded deferred legal fees of approximately $269,000 and $50,000 in connection with such services on the accompanying
unaudited condensed balance sheets, respectively.

PONTEM CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

Risks and Uncertainties

 

Management continues to evaluate the impact of
the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect
on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily
determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

Note 7 — Derivative Warrant Liabilities

 

As of March 31, 2021, the Company had 23,000,000
Public Warrants and 10,533,333 Private Warrants outstanding.

Public Warrants may only be exercised for a whole
number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade.
The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months
from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under
the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating
to them is available and such shares are registered, qualified or exempt from registration under the securities laws of the state of
residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The
Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination,
the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class
A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares
until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary
shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination,
warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have
failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section
3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any
exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants
to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain
in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50
per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption
or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, other than the
forward purchase securities, for capital raising purposes in connection with the closing of the initial Business Combination at an issue
price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined
in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without
taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the
“Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business
Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading
day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price,
the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent)
to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices
described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption
of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal
to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under
“Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest
cent) to be equal to the higher of the Market Value and the Newly Issued Price.

PONTEM CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The Private Placement Warrants are identical
to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class
A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days
after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will
be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private
Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants
will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Redemption of warrants when the price per
Class A ordinary share equals or exceeds $18.00:

Once the warrants become exercisable, the Company
may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

  in whole and not in part;

  at a price of $0.01 per warrant;

  upon a minimum of 30 days’ prior written notice of redemption to
each warrant holder; and

  if, and only if, the last reported sale price (the “closing price”)
of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period
ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described
above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants
is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period.

Redemption of warrants when the price per
Class A ordinary share equals or exceeds $10.00:

Once the warrants become exercisable, the Company
may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):

  in whole and not in part;

  at a price of $0.10 per warrant;

  upon a minimum of 30 days’ prior written notice
of redemption;

  if, and only if, the closing price of Class A ordinary shares equals or
exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30 trading-day period ending three trading days
before the Company sends the notice of redemption to the warrant holders;

  if the closing price of the Class A ordinary shares for any 20 trading
days within a 30 trading-day period ending on the third trading day prior to the date on which the Company sends the notice of redemption
to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called
for redemption on the same terms as the outstanding Public Warrants, as described above;

  provided that holders will be able to exercise their warrants on a cashless
basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date
and the “fair market value” of Class A ordinary shares

The “fair market value” of Class
A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading
days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants
be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

If the Company is unable to complete a Business
Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not
receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held
outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

PONTEM CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 8 —
Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit

 

Preference Shares — The Company
is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. As of March 31, 2021 and December 31, 2020,
there were no preference shares issued or outstanding.

 

Class A Ordinary Shares Subject to
Possible Redemption
— The Company is authorized to issue 750,000,000 Class A ordinary shares with a par value of $0.0001 per
share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of March 31, 2021, there
were 69,000,000 Class A ordinary shares outstanding, all of which were subject to possible redemption.

 

Class B Ordinary Shares
The Company is authorized to issue 100,000,000 Class B ordinary shares with a par value of $0.0001 per share. On October 19, 2020, the
Company issued 14,375,000 Class B ordinary shares to the Sponsor. Shares and the associated amounts have been retroactively restated
to reflect the shares capitalizations on December 23, 2020, January 8, 2021 and January 15, 2021, resulting in an aggregate of 17,250,000
Class B ordinary shares outstanding. The holders of the Founder Shares agreed to surrender and cancel up to an aggregate of 2,250,000
Class B ordinary shares for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full
or in part, so that the Initial Shareholders would collectively own 20% of the Company’s issued and outstanding ordinary shares
after the Initial Public Offering. On January 15, 2021, the underwriters fully exercised the over-allotment option; thus, these 2,250,000
Founder Shares are no longer subject to forfeiture.

Ordinary shareholders of record are entitled
to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class
B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law.

The Class B ordinary shares will automatically
convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination
on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and
the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked
securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable
upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of ordinary shares outstanding after such
conversion, including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of
any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation
of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible
into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination, any private placement warrants
issued to the Sponsor, officers or directors upon conversion of Working Capital Loans and the Forward Purchase Shares and Forward Purchase
Warrants; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis

Note 9 — Fair Value Measurements

The following table presents information about
the Company’s financial assets and liabilities that are measured at fair value.

 

    Fair Value Measured as of March 31, 2021  
    Level 1     Level 2     Level 3     Total  
Assets:                        
Investments held in Trust Account   $ 690,027,522     $     $     $ 690,027,522  
Derivative assets – forward purchase agreement   $     $     $ 421,700     $ 421,700  
Liabilities:                                
Derivative warrant liabilities – Public Warrants   $ 17,250,000     $     $     $ 17,250,000  
Derivative warrant liabilities – Private Placement Warrants   $     $     $ 8,005,330     $ 8,005,330  

 

PONTEM CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Transfers to/from Levels 1, 2, and 3 are recognized
at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a
Level 1 fair value measurement in March 2021, when the Public Warrants were separately listed and traded.

Level 1 assets include investments in money market
funds that invest solely in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market
prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The Company’s instruments estimated at fair
value using Level 3 inputs are its Private Placement Warrants, Public Warrants, and the Forward Purchase Agreement. The fair value of
the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value
using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Modified
Black-Scholes model. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based
on the listed market price of such warrants, a Level 1 measurement, since March 2021. The fair value of the units associated with
the Forward Purchase Agreement have been estimated utilizing forward pricing model.  The Company determined that the initial fair
value of the units (including shares and warrants) associated with the Forward Purchase Agreement as of January 15, 2021, was insignificant. 

Inherent in a Monte Carlo simulation model, Modified
Black-Scholes Model, and a forward pricing model are assumptions related to expected stock-price volatility, expected life, risk-free
interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the
Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining
life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity
similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining
contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information
regarding Level 3 fair value measurements inputs as their measurement dates:

    As of
January 15,
2021
    As of
March 31,
2021
 
Warrants:            
Option term (in years)     5.97       5.76  
Volatility     23.00 %     13.80 %
Risk-free interest rate     0.63 %     1.10 %
Expected dividends     0.00 %     0.00 %
Probability of successful initial business combination     88.3 %     88.3 %
Forward Purchase Agreement:                
Expected term     0.96       0.75  
Risk-free interest rate     0.12 %     0.06 %

 

PONTEM CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

The change in the fair value of the derivative
warrant liabilities measured utilizing Level 3 measurements for the period for the three months ended March 31, 2021 is summarized as
follows:

 

Derivative warrant liabilities beginning of the period   $  
Issuance of Public and Private Warrants – Level 3 measurement     46,132,000  
Transfer of Public Warrants to a Level 1 measurement     (31,280,000 )
Change in fair value of derivative warrant liabilities – Level 3 measurement     (6,846,670 )
Derivative warrant liabilities at March 31, 2021 – Level 3 measurement   $ 8,005,330  

 

Note 10 — Revision to Prior Period
Financial Statements

 

During the course of preparing the quarterly report
on Form 10-Q for the three-month period ended March 31, 2021, the Company identified an error in the application of accounting guidance
related to the Company’s warrants and Forward Purchase Agreement in the Company’s previously issued audited balance sheet
dated January 15, 2021, filed on Form 8-K on January 22, 2021 (the “Post-IPO Balance Sheet”).

 

On April 12, 2021, the staff of the Securities
and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting
Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”).
In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the
warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since their issuance on January 15,
2021, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheet. After
discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit
committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement.

 

The Warrants were reflected as a component of equity
in the Post-IPO Balance Sheet as opposed to liabilities on the balance sheet, based on the Company’s application of FASB ASC Topic
815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the
SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant
agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants
issued on January 15, 2021, and the forward purchase agreement issued on January 12, 2021 in light of the SEC Staff’s published
views. Based on this reassessment, management determined that the Warrants and Forward Purchase Agreement should be classified as assets
or liabilities and measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s statement
of operations each reporting period.

 

In addition, upon considering the impact of the forward
purchase agreement, it was concluded that the redemption value of the Class A ordinary shares subject to redemption should include all
the Public Shares. This resulted in a measurement adjustment to the initial carrying value of the Class A ordinary shares subject to redemption
with the offset recorded to additional paid-in capital and accumulated deficit.

 

The Company’s accounting for the Warrants as
components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments
held in trust or cash. The Company determined that the initial fair value of the units (including shares and warrants) associated with
the Forward Purchase Agreement as of January 15, 2021, was insignificant. The effect of the Revision to the Post-IPO Balance Sheet is
as follows:

 

    As of January 15, 2021  
    As
Previously
Reported
   
Adjustment
    As Revised  
       
Balance Sheet                  
Total assets   $ 692,971,800     $     $ 692,971,800  
Liabilities and shareholders’ equity                        
Total current liabilities   $ 1,786,633     $     $ 1,786,633  
Deferred legal fees     212,549             212,549  
Deferred underwriting commissions     24,150,000             24,150,000  
Derivative warrant liabilities           46,132,000       46,132,000  
Total liabilities     26,149,182       46,132,000       72,281,182  
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption     661,822,610       28,177,390       690,000,000  
Shareholders’ equity                        
Preference shares – $0.0001 par value                  
Class A ordinary shares – $0.0001 par value     282       (282      
Class B ordinary shares – $0.0001 par value     1,725             1,725  
Additional paid-in-capital     5,102,637       (5,102,637 )      
Accumulated deficit     (104,636 )     (69,206,471 )     (69,311,107 )
Total shareholders’ equity     5,000,008       (74,309,390 )     (69,309,382
Total liabilities and shareholders’ equity   $ 692,971,800     $     $ 692,971,800  

 

Note 11 — Subsequent Events

 

The Company evaluated subsequent events and transactions
that occurred up to the date unaudited condensed financial statements were available to be issued. Based upon this review, other than
disclosed in Notes 5 and 10, the Company determined that, there have been no events that have occurred that would require adjustments
to the disclosures in the unaudited condensed financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

References to the “Company,” “Pontem
Corporation” “our,” “us” or “we” refer to Pontem Corporation. The following discussion and analysis
of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial
statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set
forth below includes forward-looking statements that involve risks and uncertainties.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q includes
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange
Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking
statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of
activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements
expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such
as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,”
“believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors
that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

 

Overview

 

We are a blank check company incorporated as a
Cayman Islands exempted company on October 15, 2020. We were formed for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We
are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our Sponsor is Pontem LLC, a Delaware limited
liability company (“Sponsor”). The registration statement for our initial public offering (the “Initial Public Offering’)
became effective on January 12, 2021. On January 15, 2021, we consummated the Initial Public Offering of 69,000,000 units (the “Units”
and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes
9,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds
of $690.0 million, and incurring offering costs of approximately $38.9 million, of which approximately $24.2 million and approximately
$213,000 was for deferred underwriting commissions and deferred legal fees, respectively.

Simultaneously with the closing of the Initial
Public Offering, we consummated the private placement (“Private Placement”) of 10,533,333 warrants (each, a “Private
Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant
with our Sponsor and HSM-Invest, a Switzerland simple or general non-commercial partnership (“HSM-Invest”), generating gross
proceeds of $15.8 million.

Upon the closing of the Initial Public Offering
and the Private Placement, $690.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds
of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company
acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended, or the Investment Company Act having a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations,
as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account
as described below.

If we are unable to complete a Business Combination
within 24 months from the closing of the Initial Public Offering, or January 15, 2023, (the “Combination Period”), we will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to
pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public
Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate
and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors
and in all cases subject to the other requirements of applicable law.

 

 

Liquidity and Capital Resources

As of March 31, 2021, we had approximately $273,000
in its operating bank account and working capital of approximately $825,000.

Our liquidity needs to date have been satisfied through
a contribution of $25,000 from our Sponsor to cover certain expenses in exchange for our issuance of the founder shares, a loan of up
to approximately $300,000 from our Sponsor pursuant to a promissory note, of which approximately $181,000 was outstanding as of December
31, 2020 and approximately $227,000 prior to the Initial Public Offering, and the proceeds of $2.0 million from the consummation of the
Private Placement not held in the Trust Account. We repaid the promissory note in full on January 18, 2021. In addition, in order to finance
transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and
directors may, but are not obligated to, provide us working capital loans. As of March 31, 2021 and December 31, 2020, there were no amounts
outstanding under any working capital loans.

As more fully described in the Notes to our unaudited condensed financial statements included herein as Item 1, on April 30, 2021, we
entered into a Working Capital Loan Agreement with our Sponsor and HSM-Invest, pursuant to which we may borrow up to $1.2 million from
our Sponsor and HSM-Invest for ongoing expenses reasonably related to the business of our Company and the consummation of the Business
Combination. All unpaid principal under the Working Capital Promissory Note will be due and payable in full on the effective date of the
Business Combination.

Based on the foregoing, management believes that
it will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a business
combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying
and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying
for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business
combination.

Management continues to evaluate the impact of
the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the unaudited condensed
financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of
this uncertainty.

Results of Operations

Our entire activity since inception up to
March 31, 2021 was in preparation for our formation and the Initial Public Offering and after the IPO searching for a target. We
will not be generating any operating revenues until the closing and completion of our initial Business Combination.

For the three months ended March 31, 2021, we
had net income of approximately $19.1 million, which consisted of general and administrative expenses of approximately $363,000, general
and administrative expenses to related party of $45,000, financing costs to derivative warrant liabilities of approximately $1.8 million,
partially offset by change in fair value of derivative liabilities of approximately $20.9
million, gain on the forward purchase agreement of approximately $422,000 and investment income
on the Trust Account of approximately $28,000
.

Contractual Obligations

 

Registration and Shareholder Rights

 

The holders of the Founder Shares, Private Placement
Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the
exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to
registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering.
The holders of these securities were entitled to make up to three demands, excluding short form demands, that we registered such securities.
In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to the completion of the initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration
statements.

Pursuant to the Forward Purchase Agreement, we
agreed to use our reasonable best efforts (i) to file within 30 days after the closing of a Business Combination a registration statement
with the SEC for a secondary offering of the Forward Purchase Shares and the Forward Purchase Warrants (and underlying Class A ordinary
shares), (ii) to cause such registration statement to be declared effective promptly thereafter but in no event later than sixty (60)
days after the initial filing, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on
which our Sponsor or our assignees cease to hold the securities covered thereby and (B) the date all of the securities covered thereby
can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement
is declared effective, cause us to conduct firm commitment underwritten offerings, subject to certain limitations. In addition, the Forward
Purchase Agreement provides that these holders will have certain “piggy-back” registration rights to include their securities
in other registration statements filed by us.

 

Underwriting Agreement

We granted the underwriters a 45-day option from
the date of this prospectus to purchase up to 9,000,000 additional Units at the Initial Public Offering price less the underwriting discounts
and commissions. On January 15, 2021, the underwriters fully exercised the over-allotment option.

The underwriters were entitled to an underwriting
discount of $0.20 per unit, or $13.8 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35
per unit, or approximately $24.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The
deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a
Business Combination, subject to the terms of the underwriting agreement.

Deferred Legal Fees

We engaged a legal counsel firm for legal advisory
services, and the legal counsel agreed to defer their fees in excess of $350,000 (“Deferred Legal Fees”). The deferred fee
will become payable in the event that we complete a Business Combination. As of March 31, 2021 and December 31, 2020, we recorded deferred
legal fees of approximately $269,000 and $50,000 in connection with such services on the accompanying unaudited condensed balance sheets,
respectively.

Forward Purchase Agreement

On January 12, 2021, we entered into a forward purchase agreement
with QVIDTVM Management LLC providing for the purchase of up to 15,000,000 forward purchase units (the “Forward Purchase Agreement”),
with each unit consisting of one Class A ordinary share (the “Forward Purchase Shares”) and one-third of one redeemable warrant
to purchase one Class A ordinary share at $11.50 per share (the “Forward Purchase Warrants”), at a purchase price of $10.00
per unit, in a private placement to occur concurrently with the closing of the initial Business Combination. The number of forward purchase
units to be purchased by QVIDTVM Management LLC will be subject to the sole discretion of Mr. Alici, who has investment control over the
capital committed to such entity, but in no event will be less than 5,000,000 forward purchase units. The obligations under the Forward
Purchase Agreement do not depend on whether any Class A ordinary shares held by Public Shareholders are redeemed by us. The obligation
to purchase the forward purchase units is subject to customary closing conditions, including that the initial Business Combination must
be consummated substantially concurrently with, and immediately following, the purchase of forward purchase units. The Forward Purchase
Shares and Forward Purchase Warrants will be issued only in connection with the closing of the initial Business Combination. The proceeds
from the sale of forward purchase securities may be used as part of the consideration to the sellers in the initial Business Combination,
expenses in connection with the initial Business Combination or for working capital in the post-transaction company.

Critical Accounting Policies

Derivative instruments

We do not use derivative instruments to hedge
exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase
warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to the Financial
Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The
classification of derivative instruments, including whether such instruments should be recorded as assets, liabilities or as equity, is
re-assessed at the end of each reporting period.

We are committed to issue forward purchase units,
which are recognized as derivative assets or liabilities in accordance with ASC 815. Accordingly, we recognize forward purchase agreement
instruments as assets or liabilities at fair value and adjust the instruments to fair value at each reporting period. The assets or liabilities
are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement
of operations. The fair value of the units associated with the forward purchase agreement have been estimated utilizing a forward pricing
model.

The 23,000,000 warrants issued in connection with
the Initial Public Offering (the “Public Warrants”) and the 10,533,333 Private Placement Warrants are recognized as derivative
liabilities in accordance with ASC 815. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the
instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised,
and any change in fair value is recognized in our statement of operations. The fair value of the Public Warrants issued in connection
with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and
subsequently, the fair value of the Private Placement Warrants has been estimated using a Modified Black-Scholes model each measurement
date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on
the listed market price of such warrants.

Offering Costs Associated with the Initial
Public Offering

Offering costs consisted of legal, accounting,
underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering.
Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value
basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as
non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were included in temporary
equity along with accretion of the Class A ordinary shares. For the three months ended March 31, 2021, of the total offering costs of
the Initial Public Offering, approximately $1.8 million is included in financing cost – derivative warrant liabilities in the unaudited
condensed statement of operations.

 

Class A Ordinary Shares Subject to Possible
Redemption

We account for our Class A ordinary shares subject
to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A
ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally
redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control
of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary
equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature
certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain
future events. Accordingly, as of March 31, 2021, 69,000,000 Class A ordinary shares subject to possible redemption are presented as temporary
equity, outside of the shareholders’ equity section of our unaudited condense balance sheets.

 

We recognize
changes in redemption value immediately as they occur and adjust the carrying value of redeemable common stock to equal the redemption
value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges
against additional paid in capital and accumulated deficit.

 

Net Income (loss)
per Ordinary Shares

Net income (loss) per ordinary share is computed
by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. Accretion
associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates
fair value.

Our unaudited condensed statement of operations
includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class
method of income (loss) per ordinary share. Net income (loss) per ordinary share, basic and diluted, for Class A ordinary shares subject
to possible redemption is calculated by dividing the proportionate share of income or loss from investments held in Trust Account, net
of applicable income taxes, by the weighted average number of Class A ordinary shares subject to possible redemption outstanding for the
period.

Net income (loss) per ordinary share, basic and
diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss from investment
attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares
outstanding for the period.

Non-redeemable ordinary
shares include Founder Shares as these shares do not have any redemption features.
Non-redeemable ordinary shares participate in the income or loss from investments based on non-redeemable shares’ proportionate
interest.

 

Recent Issued Accounting
Standards

 

In August 2020, the FASB issued Accounting Standards
Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging—Contracts in Entity’s Own Equity (
Subtopic 815-40): Accounting for Convertible Instruments and Contracts
in an Entity’s Own Equity
(“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major
separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked
contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.
We adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact our financial position, results of operations or cash flows.

 

Our management does not
believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material
effect on the accompanying unaudited condensed financial statements.

 

Off-Balance Sheet Arrangements

As of March 31, 2021, we did not have any off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

 

JOBS Act

The Jumpstart Our Business Startups Act of 2012
(the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public
companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or
revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which
adoption of such standards is required for non-emerging growth companies. As a result, the unaudited condensed financial statements may
not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating
the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth
in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to
Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank
Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory
audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements
(auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive
compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply
for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth
company,” whichever is earlier.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item. As of March 31,
2021, we were not subject to any market or interest rate risk. The net proceeds of the Initial Public Offering, including amounts in the
Trust Account, will be invested in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain
conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government treasury obligations.
Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

We have not engaged in any hedging activities
since our inception and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

Item 4. Controls and Procedures

 

On April 12, 2021, the
staff at the Securities and Exchange Commission (the “SEC”) issued a statement on Accounting and Reporting
Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”).
In the SEC Statement, the SEC staff noted that certain provisions in the typical SPAC warrant agreement may require that the
warrants be classified as a liability measured at fair value, with changes in fair value reported each period in earnings, as
compared to the historical treatment of the warrants as equity, which has been the practice of most SPACs, including us. We had
previously classified our private placement warrants, public warrants, and forward purchase agreement as equity (for a full
description of our private placement warrants and public warrants, refer to the registration statement on Amendment No.2 to Form S-1
(File No. 333-251756), filed in connection with the Company’s initial public offering, declared effective by the SEC on
January 12, 2021).

After considering the
SEC Statement, we concluded that there were misstatements in the January 15, 2021 audited closing balance sheet we filed with the SEC
on Form 8-K on January 22, 2021. Based on the guidance in Accounting Standards Codification (“ASC”) 815-40, “Derivatives
and Hedging — Contracts in Entity’s Own Equity”, we concluded that provisions in the warrant agreement preclude the
warrants from being accounted for as components of equity. As the warrants meet the definition of a derivative as contemplated in ASC
815, the warrants should have been recorded as derivative liabilities on the balance sheet and measured at fair value at inception and
at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the
statement of operations in the period of change. Further, ASC 815 requires that upfront costs and fees related to items for which the
fair value option is elected (our warrant liabilities) should have been recognized as expense as incurred.

We have corrected the
accounting for the warrants in this Quarterly Report on Form 10-Q. The effect of the restatement on specific line items in our January
15, 2021 audited closing date balance sheet can be found in footnote 10 of the Notes to unaudited condensed Financial Statements.

Evaluation of Disclosure
Controls and Procedures

 

In connection with
the revision of our January 15, 2021 audited closing balance sheet, our management reassessed the effectiveness of our disclosure
controls and procedures as of March 31, 2021. As a result of that reassessment and in light of the SEC Statement, our management
determined that our disclosure controls and procedures as of March 31, 2021 were not effective and a material weakness existed
solely as a result of its classification of the warrants as components of equity instead of as derivative liabilities. Due solely to
the events that led to our statement, management has made changes in internal controls related to the accounting for warrants issued
in connection with our initial public offering. In light of the material weakness that we identified, we performed additional
analysis as deemed necessary to ensure that our unaudited condensed financial statements for the three months ended March 31, 2021,
were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the unaudited
condensed financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial
position, results of operations and cash flows for the period presented.

Changes in Internal
Control over Financial Reporting

There were no changes
in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during
the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting. In light of the restatement of the previously filed financial statements, we plan to enhance our processes to identify
and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards
that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials
and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting
applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives
will ultimately have the intended effects.

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

None.

As of the date of this Quarterly Report on Form
10-Q, there have been no material changes to the risk factors disclosed in our Form 10-K filed with the SEC on March 31, 2021, except
for the below risk factors. We may disclose changes to such factors or disclose additional factors from time to time in our future filings
with the SEC.

 

The securities in which we invest the funds
held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the
per-share redemption amount received by public shareholders may be less than $10.00 per share.

The proceeds held in the trust account will be
invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S.
government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent
years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal
Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we
are unable to complete our initial business combination or make certain amendments to our amended and restated memorandum and articles
of association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any
interest income, net of income taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000
of interest to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the per-share
redemption amount received by public shareholders may be less than $10.00 per share.

We have identified a material weakness
in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our
results of operations and financial condition accurately and in a timely manner.

Our management is responsible for establishing
and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise
required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses
identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies,
in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or
interim financial statements will not be prevented or detected on a timely basis.

As described elsewhere in this Quarterly Report
on Form 10-Q, we identified a material weakness in our internal control over financial reporting related to the accounting for the warrants
we issued in connection with our initial public offering. As a result of this material weakness, our management concluded that our internal
control over financial reporting was not effective as of March 31, 2021 with respect to financial reporting relating to the warrants.

Any failure to maintain such internal control could adversely impact
our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are
not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on
a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC
or other regulatory authorities. Ineffective internal controls
could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading
price of our stock.

We can give no assurance that any additional material
weaknesses or restatement of financial results will not arise in the future due to a failure to implement and maintain adequate internal
control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls
and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to
facilitate the fair presentation of our financial statements.

Our
warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

 

On April 12, 2021, the staff of the SEC issued
the Statement, which focused on certain settlement terms and provisions related to certain tender offers following a business combination,
which terms are similar to those contained in the warrant agreement governing our warrants. As a result of the SEC Statement, we reevaluated
the accounting treatment of our 23,000,000 public warrants and 10,533,333 private placement warrants, and determined to classify the warrants
as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on our consolidated balance
sheet as of March 31, 2021 contained elsewhere in this Quarterly Report are derivative liabilities related to embedded features contained
within our warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement
of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the
fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our consolidated
financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the
recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and
that the amount of such gains or losses could be material.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Simultaneously with the closing of the Initial
Public Offering, we consummated the private placement (“Private Placement”) of 10,533,333 warrants (each, a “Private
Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant
with our Sponsor and HSM-Invest, a Switzerland simple or general non-commercial partnership (“HSM-Invest”), generating gross
proceeds of $15.8 million.

In connection with the Initial Public Offering,
our sponsor had agreed to loan us an aggregate of up to $300,000 pursuant to the Note. This loan is non-interest bearing and payable on
the consummation of the Initial Public Offering. As of March 31, 2021, the loan balance was $0.

Of the gross proceeds received from the Initial
Public Offering and the full exercise of the option to purchase additional Shares, $690,000,000 was placed in the Trust Account. The net
proceeds of the Initial Public Offering and certain proceeds from the Private Placement are invested in U.S. government treasury bills
with a maturity of 180 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company
Act which invest only in direct U.S. government treasury obligations.

We paid a total of approximately $13.8 million
in underwriting discounts and commissions related to the Initial Public Offering. In addition, the underwriters agreed to defer $24.2
million in underwriting discounts and commissions.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

* These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

SIGNATURE

 

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 9, 2021 PONTEM CORPORATION
     
  By: /s/ Hubertus Muehlhaeuser
  Name: Hubertus Muehlhaeuser
  Title: Chief Executive Officer

29

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Hubertus Muehlhaeuser, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 of Pontem Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

  b. [Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313];

  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: July 9,
2021
By: /s/ Hubertus Muehlhaeuser
    Hubertus Muehlhaeuser
    Chief Executive Officer
    (Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Nina Murphy, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 of Pontem Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

  b. [Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313];

  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: July 9, 2021 By: /s/ Nina Murphy
    Nina Murphy
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Pontem
Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2021, as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), I, Hubertus Muehlhaeuser, Chief Executive Officer, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 9, 2021

  /s/ Hubertus Muehlhaeuser
  Name: Hubertus Muehlhaeuser
  Title: Chief Executive Officer
    (Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Pontem
Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2021, as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), I, Nina Murphy, Chief Financial Officer, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 9, 2021

  /s/ Nina Murphy
  Name: Nina Murphy
  Title: Chief Financial Officer
   

(Principal
Financial and Accounting Officer)

Leave A Reply

Your email address will not be published.