Item 7. Management’s

Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of

the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements

and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual

Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking

statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of

many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A.

Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Overview

We are a blank check company formed under

the laws of the State of Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,

reorganization or other similar business combination with one or more businesses. We intend to effectuate our Business Combination

using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock,

debt or a combination of cash, stock and debt.

We expect to continue to incur significant

costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial

Business Combination will be successful.

Recent Developments

On February 22, 2021, we entered into

a Merger Agreement with Merger Sub and Atieva, relating to a proposed business combination transaction between us and Atieva.

Pursuant to the Merger Agreement, Merger

Sub will merge with and into Atieva with Atieva being the surviving entity in the merger (the “Merger” and, together

with the other transactions contemplated by the Merger Agreement, the “Transactions”).

The aggregate consideration to be paid

to the shareholders of Atieva will be equal to (a) $11,750,000,000 plus (b) (i) all cash and cash equivalents of

Atieva and its subsidiaries less (ii) all indebtedness for borrowed money of Atieva and its subsidiaries, in each case as

of two business days prior to the closing date (the “Equity Value”) and will be paid entirely in shares of Class A

common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) in an amount equal to $10.00

per share (the “Merger Consideration”).

At the effective time of the Merger:

The Merger Agreement contains customary

representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described

in the Merger Agreement.

On February 20, 2021, we entered into

a transactional support agreement with a service provider, pursuant to which the service provider agreed to render certain financial

advisory and capital markets advisory services for a potential Business Combination. We agreed to pay the service provider a fee

of (i) $6,000,000 is payable upon the consummation of a Business Combination (ii) $500,000 is payable upon consummation

of the financing (iii) out-of-pocket expenses not to exceed $125,000 without prior approval.

On February 22, 2021, we entered into

a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan us up to an aggregate principal amount

of $1,500,000 (the “Note”). The Note is non-interest bearing and payable on the earlier of (i) the date of which

we consummate a Business Combination or (ii) the date that the winding up of the Company. If we do not consummate a Business

Combination, we may use a portion of any funds held outside the Trust Account to repay the Promissory Note; however, no proceeds

from the Trust Account may be used for such repayment. Up to $1,500,000 of the Note may be converted into warrants at a price of

$1.00 per warrant at the option of the Sponsor. The warrants would be identical to the Private Placement Warrants. We borrowed

an aggregate of $1,500,000 on February 22, 2021.

Results of Operations

We have neither engaged in any operations

nor generated any revenues to date. Our only activities through December 31, 2020 were organizational activities, those necessary

to prepare for the Initial Public Offering, identifying a target for our Business Combination, and activities in connection with

the proposed acquisition of Atieva. We do not expect to generate any operating revenues until after the completion of our Business

Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account.

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as

well as for due diligence expenses.

For the period from April 30, 2020 (inception) through

December 31, 2020, we had a net loss of $2,521,839, which consists of operating costs of $2,976,423 and a provision for income

taxes of $81,422 offset by interest income on marketable securities held in the Trust Account of $531,361 and an unrealized gain

on marketable securities held in our Trust Account of $4,645.

Liquidity and Capital Resources

Until the consummation of the Initial Public

Offering, our only source of liquidity was an initial purchase of common stock by the Sponsor and loans from our Sponsor.

On August 3, 2020, we consummated

the Initial Public Offering of 207,000,000 Units, which includes the full exercise by the underwriters of the over-allotment option,

at $10.00 per unit, generating gross proceeds of $2,070,000,000. Simultaneously with the closing of the Initial Public Offering,

we consummated the sale of 42,850,000 Private Placement Warrants to the Sponsor at a price of $1.00 per warrant, generating gross

proceeds of $42,850,000.

Following the Initial Public Offering,

the exercise of the over-allotment option and the sale of the Private Placement Warrants, a total of $2,070,000,000 was placed

in the Trust Account. We incurred $109,714,885 in transaction costs, including $36,403,600 of underwriting fees, $72,450,000 of

deferred underwriting fees and $861,285 of other costs.

For the period from April 30, 2020

(inception) through December 31, 2020, cash used in operating activities was $2,467,258. Net loss of $2,521,839 was affected

by interest earned on marketable securities held in the Trust Account of $531,361, unrealized gain of on marketable securities

held in our Trust Account $4,645 and changes in operating assets and liabilities, which provided $590,587 of cash from operating

activities.

As of December 31, 2020, we had cash

and marketable securities held in the trust account of $2,070,086,006. We intend to use substantially all of the funds held in

the Trust Account, including any amounts representing interest earned on the Trust Account (less permitted withdrawals, deferred

underwriting commissions and income taxes payable), to complete our Business Combination. We may withdraw interest for working

capital requirement and to pay franchise and income taxes. During the period ended December 31, 2020, we withdrew $450,000

of interest earned on the Trust Account for working capital purpose. To the extent that our capital stock or debt is used, in whole

or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used

as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth

strategies.

As of December 31, 2020, we had cash

of $3,592,857 outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and

evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants

or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material

agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies

or finance transaction costs in connection with a Business Combination, the initial stockholders or their affiliates may, but are

not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts.

In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account

to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such

loans may be convertible into warrants identical to the Private Placement Warrants, at a price of $1.00 per warrant at the option

of the lender.

We monitor the adequacy of our working

capital in order to meet the expenditures required for operating our business prior to our initial Business Combination. However,

if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business

Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business

prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination

or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination,

in which case we may issue additional securities or incur debt in connection with such Business Combination. If we are unable to

complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations

and liquidate the Trust Account.

We do not believe we will need to raise

additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of

identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual

amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.

Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated

to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional

securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we

would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete

our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate

the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional

financing in order to meet our obligations.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements

as of December 31, 2020.

Contractual obligations

We do not have any long-term debt, capital

lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor

a monthly fee of $50,000 for office space, administrative and support services to the Company. We began incurring these fees on

July 30, 2020 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination

and our liquidation.

The underwriters are entitled to a deferred

fee of $72,450,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that we do not complete a

Business Combination, subject to the terms of the underwriting agreement. The underwriters waived the upfront underwriting discount

on 19,982,000 Units, resulting in a reduction of the upfront underwriting discount of $3,996,400. In addition, the underwriters

reimbursed us an aggregate of $1,000,000 for costs incurred in connection with the Initial Public Offering.

Critical Accounting Policies

The preparation of financial statements

and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and

liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could

materially differ from those estimates. We have identified the following critical accounting policies:

Class A Common Stock Subject to

Possible Redemption

We account for our shares of Class A

common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption

is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common

stock that features 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) is classified as temporary equity. At all other times, common stock is classified

as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control

and subject to occurrence of uncertain future events. Accordingly, the Class A common stock subject to possible redemption

is presented as temporary equity, outside of the stockholders’ equity section of our balance sheet.

Net Income (Loss) per Common Share

We apply the two-class method in calculating

earnings per share. Net income (loss) per common share, basic and diluted for Class A common stock subject to possible redemption

is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, if any, by the weighted average

number of shares of Class A common stock subject to possible redemption outstanding for the period. Net income (loss) per

common share, basic and diluted for non-redeemable common stock is calculated by dividing net loss less income attributable to

Class A common stock subject to possible redemption, by the weighted average number of shares of non-redeemable common stock

outstanding for the period presented.

Recent Accounting Standards

Management does not believe that any other

recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial

statements.

Item 7A. Quantitative and Qualitative Disclosures about Market

Risk

As of December 31, 2020, we were not

subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of

our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes

or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the

short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Item 8. Financial

Statements and Supplementary Data

This information appears following Item

15 of this Form 10-K and is included herein by reference.

Item 9. Changes in and Disagreements with Accountants on

Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that

are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act,

such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and

forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated

to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions

regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief

financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31,

2020, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded

that, as of December 31, 2020, our disclosure controls and procedures were effective.

We do not expect that our disclosure controls

and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived

and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures

are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and

the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures,

no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies

and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about

the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under

all potential future conditions.

Item 9B. Additional Information

None.

Management’s Report on Internal

Controls Over Financial Reporting

This Annual Report on Form 10-K does

not include a report of management’s assessment regarding internal control over financial reporting or an attestation report

of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly

public companies.

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) of 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.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Our current directors and executive officers

are as follows:

Name Age Title

Jay Taragin 55 Chief Financial Officer

Glenn R. August 59 Director

William J. Bynum 62 Director

Bonnie Jonas 51 Director

Mark Klein 58 Director

Malcolm S. McDermid 42 Director

Karen G. Mills 67 Director

Michael Klein is our

Chief Executive Officer, President and the Chairman of our Board of Directors. Mr. Klein is also the Chief Executive Officer

and Chairman of the Board of Directors of Churchill Capital Corp II, a blank check company whose sponsor is an affiliate of M.

Klein and Company, LLC, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp V,

a blank check company whose sponsor is an affiliate of M. Klein and Company, LLC, Chief Executive Officer, President and Chairman

of the Board of Directors of Churchill Capital Corp VII, a blank check company whose sponsor is an affiliate of M. Klein and Company,

LLC and Chief Executive Officer, President and Chairman of the Board of Directors of AltC Acquisition Corp., a blank check company

whose sponsor is an affiliate of M. Klein and Company. Mr. Klein is currently a Director of Credit Suisse Group AG and Credit

Suisse AG. Mr. Klein was the co-founder and Chairman of Churchill Capital Corp, a blank check company formed in 2018. Churchill

Capital Corp merged with Clarivate Analytics in May 2019. Mr. Klein was also the founder, Chief Executive Officer, President

and Chairman of the Board of Directors of Churchill Capital Corp III, a blank check company formed in 2019. Churchill Capital Corp

III merged with MultiPlan, Inc. in October 2020, and Mr. Klein currently serves on the board of directors of MultiPlan, Inc.

Mr. Klein is the founder and managing partner of M. Klein and Company, which he founded in 2012. M. Klein and Company is a

global strategic advisory firm that provides its clients a variety of advice tailored to their objectives. Mr. Klein is a

strategic advisor to global companies, boards of directors, senior executives, governments and institutional investors. Mr. Klein’s

background in strategic advisory work was built during his 30-year career, including more than two decades at Citi and its predecessors,

during which he initiated and executed strategic advisory transactions. He began his career as an investment banker in the M&A

Advisory Group at Salomon Smith Barney and subsequently became Chairman and Co-Chief Executive Officer of Citi Markets and Banking,

with responsibilities for global corporate and investment banking and Global Transaction Services across Citi. Mr. Klein is

a graduate of The Wharton School of the University of Pennsylvania, where he earned his Bachelors of Science in Economics with

concentrations in finance and accounting. Mr. Klein was selected to serve on the board of directors due to his significant

investment banking and advisory experience.

Jay Taragin is our Chief

Financial Officer since February 2021. Mr. Taragin is also the Chief Financial Officer of Churchill Capital Corp V since

May 2020, Chief Financial Officer of Churchill Capital Corp VI since December 2020, Chief Financial Officer of Churchill

VII since December 2020, Chief Financial Officer of AltC Acquisition Corp. since March 2021 and Chief Financial Officer of

M. Klein and Company which he joined in May 2019. Prior to joining M. Klein and Company, Mr. Taragin served as the US

Scotiabank Chief Financial Officer from 2013 to 2017. Prior to Scotiabank, Mr. Taragin held a Chief Operating and Financial

Officer role from 2009 to 2012 at Fundcore Finance Group LLC and held a variety of senior finance and audit roles at Merrill Lynch &

Company from 1993 to 2009. In addition, Mr. Taragin worked at Credit Suisse and PricewaterhouseCoopers as a senior auditor

and accountant. Mr. Taragin is a CPA and holds a master’s degree in business administration from New York University

Stern School of Business and a bachelor’s degree from Yeshiva University.

Glenn R. August is

a Director and is also a Director of Churchill Capital Corp II, Churchill Capital Corp V, Churchill Capital Corp VI and

Churchill Capital Corp VII. Mr. August is the Founder, Senior Partner and Chief

Executive Officer of Oak Hill Advisors. In addition, he serves as global head of the firm’s distressed investment

business. Mr. August has played leadership roles in numerous restructurings and served on numerous public and

private company boards since 1987. Since 1996, he co-founded each of Oak Hill Advisors’ funds, where he serves as

Managing Partner. He co-founded the predecessor firm to Oak Hill Advisors in 1987 and took over responsibility for its credit

and distressed investment activities in 1990. Mr. August earned a Bachelor of Science degree from Cornell

University and an M.B.A. from Harvard Business School, where he was a Baker Scholar. Mr. August was selected to

serve on our Board of Directors due to his significant financial and leadership experience.

William J. Bynum is a Director

and also a Director of Churchill Capital Corp V. He is the Chief Executive Officer of HOPE (Hope Enterprise Corporation, Hope Credit

Union and Hope Policy Institute), a family of organizations founded by him in 1994 that provides financial services; leverages

private, public and philanthropic resources; and engages in policy analysis to fulfill its mission of strengthening communities,

building assets, and improving lives in economically distressed parts of Alabama, Arkansas, Louisiana, Mississippi and Tennessee.

Mr. Bynum serves on the boards of the Aspen Institute, NAACP Legal Defense Fund, Prosperity Now, and William Winter Institute

for Racial Reconciliation. He previously chaired the Treasury Department’s Community Development Advisory Board and the Consumer

Financial Protection Bureau Consumer Advisory Board. Mr. Bynum is a graduate of the University of North Carolina at Chapel

Hill, and has completed executive coursework at the Harvard Business School. Mr. Bynum was selected to serve on our Board

of Directors due to his significant financial and leadership experience.

Bonnie Jonas is a Director

and a Director of Churchill Capital Corp VI and Churchill Capital Corp VII. She is the cofounder of Pallas Global Group, LLC (“Pallas

Global”), a company that provides independent monitoring and consulting services to corporations and organizations. Prior

to co-founding Pallas Global, Ms. Jonas served for 18 years as an Assistant United States Attorney in the U.S. Attorney's

Office for the Southern District of New York (the “SDNY”). Ms. Jonas's most recent position with the SDNY was

as Deputy Chief of the Criminal Division, from 2013 to 2016. She also served as the SDNY's Financial Fraud Coordinator for President

Obama's Financial Fraud Enforcement Task Force and as Co-Chief of the General Crimes Unit. Ms. Jonas was an attorney with

the law firm Paul, Weiss, Rifkind, Wharton & Garrison LLP and a law clerk for the Honorable Reena Raggi of the U.S. District

Court in the Eastern District of New York. Earlier in her career, Ms. Jonas worked as a consultant at Peterson Consulting,

where she evaluated settlement amounts in connection with pending asbestos litigation. Ms. Jonas is a graduate of the Wharton

School at the University of Pennsylvania and Columbia Law School. Ms. Jonas was selected to serve on our Board of Directors

due to her significant leadership and legal experience.

Mark Klein is a

Director and also a Director of Churchill Capital Corp II, Churchill Capital IV, Churchill Capital Corp V, Churchill Capital

Corp VI and Churchill Capital Corp VII. He is the President and Chief Executive Officer of

Sutter Rock Capital, and has been a director of Sutter Rock Capital since 2011. Since 2010, Mr. Klein has served as a

Managing Member and Majority Partner of M. Klein and Company, LLC. Mr. Klein also serves on the Board of Directors for

Atlantic Alliance Partnership Corp. and has served as an investment adviser at B. Riley Wealth Management since

April 2012. Mr. Klein was a Director of National Holding Corporations from 2011 to 2014, where he also served as

Chief Executive Officer and Co- Chairman from March 2013 to December 2014. He served as a director of New

University Holdings Corp., from its inception in 2010 through August 2011, when New University Holdings Corp. merged

with ePals, Inc. In addition, from April 2010 until May 2011, Mr. Klein served as the Chief Executive

Officer and President and a Director of 57th Street General Acquisition Corp. until it completed a merger with Crumbs Bake

Shop. Subsequently, Mr. Klein served as a member of the Board of Directors of Crumbs from May 2011 to

March 2014. Mr. Klein has a Bachelor’s degree, with high distinction, in Business Administration from Emory

University and an MBA from the J. L. Kellogg School of Management, Northwestern University. Mr. Klein was selected to

serve on our Board of Directors due to his significant financial and leadership experience.

Malcolm S.

McDermid is a Director and also a Director of Churchill Capital Corp II, Churchill Capital Corp VI and Churchill

Capital Corp VII. He was previously a Director of Churchill

Capital Corp. Mr. McDermid is also a Managing Director with Emerson Collective, where he has led Emerson Collective's

venture capital investing efforts since August 2017. He was previously a Partner with Andreessen Horowitz, a venture

capital firm based in Menlo Park, California from March 2013 to July 2017. Prior to Andreessen Horowitz,

Mr. McDermid was a Director with Stifel Nicolaus, formerly Thomas Weisel Partners, a technology focused investment bank

in San Francisco. He began his career at Citigroup as a financial analyst. Mr. McDermid received a Bachelor of Arts

degree in Computer Science and Quantitative Economics from Tufts University and a Master of Arts in Law and Diplomacy from

the Fletcher School at Tufts University. Mr. McDermid was selected to serve on our Board of Directors due to his

significant financial and leadership experience.

Karen G. Mills is a Director

and also a Director of Churchill Capital Corp II, Churchill Capital Corp V, Churchill Capital Corp VI and Churchill Capital Corp

VII. Ms. Mills is also a Senior Fellow at the Harvard Business School since January 2014, focusing on economic policy,

U.S. competitiveness, entrepreneurship and innovation. Ms. Mills was a member of President Barack Obama's Cabinet, serving

as the Administrator of the U.S. Small Business Administration from April 2009 to August 2013. Ms. Mills is the

President of MMP Group since October 1993, which invests in financial services, consumer products and technology-enabled solutions

businesses. Ms. Mills is Vice Chair of the immigration services company Envoy Global since September 2014. She also serves

as Chair of the Advisory Committee for the Private Capital Research Institute since March 2017. Ms. Mills holds an A.B.

degree in Economics from Harvard University, Magna Cum Laude, and earned an M.B.A. from Harvard Business School. Ms. Mills was selected to serve on our Board of Directors due to her significant financial and leadership

experience.

Number and Terms of Office of Officers and Directors

Our board of directors consists of seven

members. Holders of our founder shares will have the right to elect all of our directors prior to consummation of our initial business

combination and holders of our public shares will not have the right to vote on the election of directors during such time. These

provisions of our amended and restated certificate of incorporation may only be amended if approved by a majority of at least 90%

of our common stock voting at a stockholder meeting. Approval of our initial business combination will require the affirmative

vote of a majority of our board directors, including the two director nominees of our sponsor. Our board of directors is divided

into three classes with only one class of directors being elected in each year and each class (except for those directors appointed

prior to our first annual meeting of stockholders) serving a three-year term. The term of office of the first class of directors,

consisting of Glenn R. August and Malcolm S. McDermid, will expire at our first annual meeting of stockholders. The term of

office of the second class of directors, consisting of Mark Klein and Karen G. Mills, will expire at the second annual meeting

of stockholders. The term of office of the third class of directors, consisting of William J. Bynum, Bonnie Jonas and Michael Klein,

will expire at the third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we consummate

our initial business combination. Subject to any other special rights applicable to the stockholders, any vacancies on our board

of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board

that includes any directors representing our sponsor then on our board, or by a majority of the holders of our founder shares.

Our officers are appointed by the board

of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors

is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws will provide that our

officers may consist of a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant

Secretaries, a Treasurer, Assistant Treasurers and such other offices as may be determined by the board of directors.

Director Independence

The rules of the NYSE require that

a majority of our board of directors be independent within one year of our IPO. Our board has determined that each of Glenn R.

August, William J. Bynum, Bonnie Jonas, Malcolm S. McDermid and Karen G. Mills is an independent director under applicable SEC

and NYSE rules.

Executive Officer and Director Compensation

None of our officers or directors have received

any compensation for services rendered to us. Our sponsor, officers, directors and their respective affiliates will be reimbursed

for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses

and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments

that were made by us to our sponsor, officers, directors or our or any of their respective affiliates. We may engage M. Klein and

Company, or another affiliate of our sponsor, as our lead financial advisor in connection with our initial business combination

and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory

fee for comparable transactions.

After the completion of our initial business

combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation

from the combined company. All compensation will be fully disclosed to stockholders, to the extent then known, in the tender offer

materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. It

is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will

be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the

completion of our initial business combination will be determined by a compensation committee constituted solely by independent

directors.

We are not party to any agreements with

our executive officers and directors that provide for benefits upon termination of employment. The existence or terms of any such

employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business,

and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination

should be a determining factor in our decision to proceed with any potential business combination.

Committees of the Board of Directors

Our board of directors has three standing

committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Both our audit committee

and our compensation committee are composed solely of independent directors. Subject to phase-in rules, the rules of NYSE

and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent

directors, and the rules of NYSE require that the compensation committee and the nominating and corporate governance committee

of a listed company be comprised solely of independent directors. Each committee operates under a charter that was approved by

our board and has the composition and responsibilities described below. The charter of each committee is available on our website.

Audit Committee

The members of our audit committee are Glenn

R. August and Karen G. Mills, and Karen G. Mills serves as chairman of the audit committee. Each member of the audit committee

is financially literate and our board of directors has determined that qualifies as an “audit committee financial expert”

as defined in applicable SEC rules and has accounting or related financial management expertise. We have adopted an audit

committee charter, which details the purpose and principal functions of the audit committee, including:

The audit committee is governed by a charter

that complies with the rules of the NYSE.

Compensation Committee

The members of our Compensation Committee

are Glenn R. August, Malcolm S. McDermid and Karen G. Mills, and Karen G. Mills serves as chairman of the compensation committee.

We have adopted a compensation committee

charter, which details the purpose and responsibility of the compensation committee, including:

· reviewing our executive compensation policies and plans;

The charter also provides that the compensation

committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other

adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. The charter

complies with the rules of the NYSE.

However, before engaging or receiving advice

from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence

of each such adviser, including the factors required by the NYSE and the SEC.

Nominating and Corporate Governance Committee

The members of our nominating and corporate

governance committee are Glenn R. August, Malcolm S. McDermid and Karen G. Mills, and Karen G. Mills serves as chair of the nominating

and corporate governance committee.

We adopted a nominating and corporate governance

committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

The charter also provides that the nominating

and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm

to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other

retention terms. The charter complies with the rules of the NYSE.

We have not formally established any specific,

minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating

nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge

of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our

stockholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director

candidates for nomination to our board of directors.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, and

in the past year has not served, as a member of the board of directors or compensation committee of any entity that has one or

more officers serving on our board of directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities

Exchange Act of 1934, as amended, requires our officers, directors and persons who beneficially own more than ten percent of our

common stock to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish

us with copies of all Section 16(a) forms they file. Based solely upon a review of such forms, we believe that during

the period from April 30, 2020 (inception) through December 31, 2020, there were no delinquent filers.

Code of Ethics

We have adopted a Code of Ethics applicable

to our directors, officers and employees.

You will be able to review these documents

by accessing our public filings at the SEC’s website at www.sec.gov. In addition, a copy of the Code of Ethics will be provided

without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics

in a Current Report on Form 8-K.

Conflicts of Interest

Our management team is responsible for the

management of our affairs. As described above and below, each of our officers and directors presently has, and any of them in the

future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which

such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if

any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities

to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties

to present such business combination opportunity to such entities first, and only present it to us if such entities reject the

opportunity and he or she determines to present the opportunity to us (including as described in “Item 1. Business —

Sourcing of Potential Business Combination Targets”). These conflicts may not be resolved in our favor and a potential target

business may be presented to another entity prior to its presentation to us.

We do not believe, however, that the fiduciary,

contractual or other obligations or duties of our officers or directors, or M. Klein and Company, or policies applicable to M.

Klein and Company, will materially affect our ability to complete our initial business combination. Our amended and restated certificate

of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless

such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and

such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

Our sponsor, officers and directors may

participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our

initial business combination. Potential investors should also be aware of the following other potential conflicts of interest:

· The conflicts described above may not be resolved in our favor.

· the corporation could financially undertake the opportunity;

· the opportunity is within the corporation’s line of business; and

Accordingly, as a result of multiple business

affiliations, our officers and directors have similar legal obligations and duties relating to presenting business opportunities

meeting the above-listed criteria to multiple entities. Furthermore, our amended and restated certificate of incorporation provides

that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors in circumstances where

the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have, and there will

not be any expectancy that any of our directors or officers will offer any such corporate opportunity of which he or she may become

aware to us. Below is a table summarizing the entities to which our officers, directors and director nominees currently have fiduciary

duties or contractual obligations that may present a conflict of interest:

Name of Individual Entity Name Entity’s Business Affiliation

Michael Klein M. Klein and Company Strategic advice Founder and Managing Member

Credit Suisse Group AG Financial services Director

Credit Suisse AG Financial services Director

MultiPlan, Inc. Healthcare cost management solutions Director

Jay Taragin M. Klein and Company Strategic advice Chief Financial Officer

Churchill Capital Corp V Blank check company Chief Financial Officer

Churchill Capital Corp VI Blank check company Chief Financial Officer

Churchill Capital Corp VII Blank check company Chief Financial Officer

AltC Acquisition Corp. Blank check company Chief Financial Officer

Churchill Capital Corp II Blank check company Director

Churchill Capital Corp V Blank check company Director

Churchill Capital Corp VI Blank check company Director