Exhibit 10.1


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made as of October 20, 2021 by and between Accretion Acquisition Corp. (the
 “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-258925 (“Registration Statement”) and prospectus (“Prospectus”)
for the initial public offering of the Company’s units (“Units”), each of which consists of one share of the
Company’s common stock, par value $0.001 per share (“Common Stock”), one right to receive one-tenth of one share
of Common Stock, and one-half of one warrant (“Warrant”), each whole Warrant entitling the holder to purchase one share
of Common Stock (such initial public offering referred to as the “IPO”) has been declared effective as of the date
hereof (“Effective Date”) by the Securities and Exchange Commission (capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Registration Statement);


 


WHEREAS, the Company has entered
into an Underwriting Agreement (“Underwriting Agreement”) with EarlyBirdCapital, Inc. and Stephens Inc. as representatives
(the “Representatives”) of the several underwriters (“Underwriters”) named therein;


 


WHEREAS, as described in the
Prospectus, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, $181,800,000 ($209,700,000 if
the over-allotment option is exercised in full) of the proceeds from the IPO and a simultaneous private placement of Warrants will be
delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Common Stock included in the Units issued in the IPO as hereinafter
provided (the proceeds to be delivered to the Trustee and any interest subsequently earned thereon will be referred to herein as the “Property”;
the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


IT IS AGREED:


 


1. Agreements and Covenants of Trustee.
The Trustee hereby agrees and covenants to:


 


(a) Hold the Property
in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee initially
at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) in the
United States, maintained by Trustee, and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise,
and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner,
upon the written instruction of the Company, either (i) invest and reinvest the Property in United States “government securities”
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),
having a maturity of 185 days or less, and/or in any open ended investment company registered under the Investment Company Act that holds
itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 promulgated under
the Investment Company Act, which invest only in direct U.S. government treasury obligations or (ii) cause the brokerage institution
referred to in 1(a) above to place the Property in a cash demand deposit account; it being understood that unless the Company instructs
the Trustee to do either of the foregoing, the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s
instructions hereunder; and while account funds are invested or uninvested, the Trustee may earn bank credits or other consideration;


 


(d) Collect and receive,
when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used
herein;


 


(e) Promptly notify the
Company and the Representatives of all communications received by it with respect to any Property requiring action by the Company;


 


(f) Supply any necessary
information or documents as may be requested by the Company in connection with the Company’s preparation of its tax returns;


 


(g) Participate in any
plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as, and when instructed by the Company
to do so;


 





(h) Render to the Company
monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust
Account;


 



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(i) Commence liquidation
of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter from the Company (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B,
as applicable, signed on behalf of the Company and, in the case of a Termination Letter in a form substantially similar to that attached
hereto as Exhibit A, jointly acknowledged and agreed to by the Representatives, and complete the liquidation of the Trust
Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to
therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee within the period of time
(the “Last Date”) provided in the Company’s Amended and Restated Certificate of Incorporation, as the same may
be amended from time to time (the “Certificate of Incorporation”), the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public
Stockholders as of the Last Date; and


 


(j) Upon receipt of a
letter (an “Amendment Notification Letter”) in the form of Exhibit C, signed on behalf of the Company
by an authorized officer, distribute to Public Stockholders who exercised their redemption rights in connection with an amendment to Article Fifth
of the Company’s Amended and Restated Certificate of Incorporation (an “Amendment”) an amount equal to the pro
rata share of the Property relating to the Common Stock for which such Public Stockholders have exercised redemption rights in connection
with such Amendment.


 


2. Limited Distributions of Income from
Trust Account.


 


(a) Upon written request
from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D,
the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company to cover
any income or other tax obligation owed by the Company or liquidation expenses not to exceed $100,000.


 


(b) The limited distributions
referred to in Section 2(a) above shall be made only from income collected on the Property. Except as provided in Section 2(a) above,
no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) or 1(j) hereof.


 


3. Agreements and Covenants of the Company.
The Company agrees and covenants to:


 


(a) Give all instructions
to the Trustee hereunder in writing, signed by any one of the Company’s authorized officers. The Trustee shall be entitled to rely
on such written instructions from the Company confirmed by telephone instruction from a person which the Trustee in good faith believes
to be given by any one of the persons authorized above to give written instructions;


 


(b) Subject to the provisions
of Section 5 of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against any and all
expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential
claim, action, suit, or other proceeding brought against the Trustee which in any way arises out of or relates to this Agreement, the
services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses
resulting from the Trustee’s gross negligence, fraud, or willful misconduct. Promptly after the receipt by the Trustee of notice
of demand or claim or the commencement of any action, suit, or proceeding, pursuant to which the Trustee intends to seek indemnification
under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain
the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may
not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld.
The Company may participate in such action with its own counsel;


 


(c) Pay the Trustee an
initial acceptance fee, an annual fee, and a transaction processing fee for each disbursement made pursuant to Section 2(a) as
set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly
understood that the Property shall not be used to pay such fees and further agreed that any fees owed to the Trustee shall be deducted
by the Trustee pursuant to Section 1(i) solely in connection with the consummation of a business combination (a
 “Business Combination”). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at
the consummation of the IPO and thereafter on the anniversary of the Effective Date;


 





(d) In connection with
any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a
firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes verifying the vote of the Company’s
stockholders regarding such Business Combination;


 


(e) In the event that
the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees
that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement;


 


(f) If the Company has
an Amendment approved by its stockholders, provide the Trustee with an Amendment Notification Letter in the form of Exhibit C providing
instructions for the distribution of funds to Public Stockholders who exercise their redemption rights in connection with such Amendment;
and


 


(g) Provide the Representatives
with a copy of any Termination Letter, Amendment Notification Letter, and/or any other correspondence that it issues to the Trustee with
respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 






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4. Limitations of Liability. The Trustee
shall have no responsibility or liability to:


 


(a) Take any action with
respect to the Property, other than as directed in Sections 1 and 2 hereof, and the Trustee shall have
no liability to any party except for liability arising out of its own gross negligence, fraud or willful misconduct;


 


(b) Institute any proceeding
for the collection of any principal and income arising from, or institute, appear in, or defend any proceeding of any kind with respect
to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the
Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c) Change the investment
of any Property, other than in compliance with Section 1(c);


 


(d) Refund any depreciation
in principal of any Property;


 


(e) Assume that the authority
of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties
hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and
in the exercise of its own best judgment (provided, that with respect to its duties under Sections 1(i), 1(j),
and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed
by telephone, in accordance with Section 3(a)), except for its gross negligence, fraud or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion, or advice of counsel (including
counsel chosen by the Trustee), statement, instrument, report, or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed
by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons (provided, that with
respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action
except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section 3(a)).
The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination, or rescission of this Agreement or any
of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the
duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g) Verify the correctness
of the information set forth in the Registration Statement or to confirm or assure that any Business Combination consummated by the Company
or any other action taken by it is as contemplated by the Registration Statement;


 


(h) File local, state,
and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account or deliver payee statements
to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;


 


(i) Pay any taxes on
behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes,
if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a) hereof);


 


(j) Imply obligations,
perform duties, inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement and that which
is expressly set forth herein; or





 


(k) Verify calculations,
qualify, or otherwise approve Company requests for distributions pursuant to Sections 1(i), 1(j), and 2(a) above.


 


5. Trust Account Waiver. The Trustee
has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust
Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In
the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 3(b) or Section 3(c) hereof,
the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or
any monies in the Trust Account.


 






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6. Termination. This Agreement shall
terminate as follows:


 


(a) If the Trustee gives
written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a
successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the Company notifies the
Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the
Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies
of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that, in the
event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee,
the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States
District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever;
or


 


(b) At such time that
the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(i) hereof,
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect
to Section 3(b) and Section 5.


 


7. Miscellaneous.


 


(a) The Company and the
Trustee will each restrict access to confidential information relating to funds being transferred to or from the Trust Account to authorized
persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access
to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will rely upon all information
supplied to it by the Company, including account names, account numbers, and all other identifying information relating to a beneficiary,
beneficiary’s bank, or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud, or
willful misconduct, the Trustee shall not be liable for any loss, liability, or expense resulting from any error in the information supplied
to it or funds transferred based on such information.


 


(b) This Agreement shall
be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of
law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto consent to the
jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, for purposes of resolving
any disputes hereunder. As to any claim, cross-claim, or counterclaim in any way relating to this Agreement, each party waives the right
to trial by jury.


 


(c) This Agreement may
be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(d) This Agreement contains
the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i) and
1(j) (which sections may not be modified, amended or deleted without the affirmative vote of a majority of the then outstanding shares
of Common Stock of the Company; provided that no such amendment will affect any Public Stockholder who has otherwise indicated his, her
or its election to redeem his, her or its shares of Common Stock in connection with a vote sought to amend this Agreement), this Agreement
or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto; provided, however,
that no such change, amendment or modification may be made without the prior written consent of the Representatives. The Trustee may require
from Company counsel an opinion as to the propriety of any proposed amendment.


 


(e) Any notice, consent
or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt requested), by hand delivery, by email or by facsimile transmission:


 


if to the Trustee, to:


 





Continental Stock Transfer &
Trust Company

1 State Street, 30th floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez 

Email: fwolf@continentalstock.com

Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


Accretion Acquisition Corp.

410 17th Street, #1110

Denver, CO 80202

Attn: Brad Morse

E-mail: Brad@fulcrumef.com


 






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in either case with a copy (which copy
shall not constitute notice) to:


 


EarlyBirdCapital, Inc.

366 Madison Avenue, 8th Floor

New York, NY 10017

Attn: Steven Levine

E-mail: slevine@ebccap.com


 


Stephens Inc.


65 E 55th Street, 22nd Floor


New York, NY 10022


Attn: Keith Behrens


Email: keith.behrens@stephens.com


 


		and	



 


Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, New York 10174

Attn: David Alan Miller, Esq.

E-mail: dmiller@graubard.com


 


		and	



 


Davis Graham & Stubbs LLP

1550 17th Street, Suite 500


Denver, Colorado 80202

Attn: John Elofson


Sam Seiberling


Sam Niebrugge 


E-mail: John.Elofson@dgslaw.com


Sam.Seiberling@dgslaw.com


Sam.Niebrugge@dgslaw.com


 





(f) This Agreement may
not be assigned by the Trustee or the Company without the prior consent of the other party.


 


(g) Each of the Trustee
and the Company hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to
perform its respective obligations as contemplated hereunder.


 


(h) Each of the Company
and the Trustee hereby acknowledge that the Representatives are third party beneficiaries of this Agreement.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties
have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, 

as Trustee
	 	 	 	 
	 	By:	/s/ Francis Wolf
	 	 	Name:	Francis Wolf
	 	 	Title:	Vice President
	 	 	 	 
	 	ACCRETION ACQUISITION CORP.
	 	 	 	 
	 	By:	/s/ Brad Morse
	 	 	Name:	Brad Morse 
	 	 	Title:	Chief Executive Officer 





 






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SCHEDULE
A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Section 2	 	Billed to Company following disbursement made to Company under Section 2	 	$	250.00	 
	Paying Agent services as required pursuant to section 1(i) and 1(j)	 	Billed to Company upon delivery of service pursuant to section 1(i) and 1(j)	 	 	Prevailing rates	 



 









    Sch. A-1


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Accretion Acquisition Corp. (“Company”) and Continental Stock Transfer &
Trust Company, dated as of _______, 2021 (“Trust Agreement”), this is to advise you that the Company has entered into
an agreement with [__________________] to consummate a business combination (“Business Combination”) on or about [insert
date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the Business
Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments and to transfer the proceeds to the Trust Account
to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to
the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are
on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company
shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies the vote of the Company’s stockholders
in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company and the Representative
with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed
and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel’s letter and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be
liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether
such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all
the funds in the Trust Account pursuant to the terms hereof, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by you of written instructions from the Company, the funds held
in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation
Date as set forth in the notice.


 


	 	Very truly yours,
	 	 
	 	ACCRETION ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:	 Brad Morse 
	 	 	Title:	 Chief Executive Officer


 


AGREED TO AND ACKNOWLEDGED BY


 


	EARLYBIRDCAPITAL, INC.	 





 


	By:	 	 
	 	Name: 	 	 
	 	Title:	 	 


 


	STEPHENS INC.	 
	 	 	 	 
	By:	 	 
	 	Name: 	 	 
	 	Title:	 	 


 









    A-1


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Accretion Acquisition Corp. (“Company”) and Continental Stock Transfer &
Trust Company, dated as of _______, 2021 (“Trust Agreement”), this is to advise you that the Company has been unable
to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate
of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds
into the trust operating account to await distribution to the Public Stockholders. The Company has selected [____________, 20__] as the
effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation
proceeds. It is acknowledged that while the funds are on deposit in the trust operating account awaiting distribution, the Company will
not earn any interest or dividends. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute
said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate
of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement
shall be terminated.


 


	 	Very truly yours,
	 	 
	 	ACCRETION ACQUISITION CORP.
	 	 	 	 
	 	By:	 
	 	 	Name:	 Brad Morse
	 	 	Title:	 Chief Executive Officer


 


	cc:	
    EarlyBirdCapital, Inc.

    Stephens Inc.



 






    B-1


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account Amendment Notification Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Reference is made to the Investment
Management Trust Agreement between Accretion Acquisition Corp. (“Company”) and Continental Stock Transfer &
Trust Company, dated as of _______, 2021 (“Trust Agreement”). Capitalized words used herein and not otherwise defined
shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant to Section 1(j) of
the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the
Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account to distribute to the Public Stockholders
that have requested conversion of their shares in connection with such Amendment. The remaining funds shall be reinvested by you as previously
instructed.


 


	 	Very truly yours,
	 	 
	 	ACCRETION ACQUISITION CORP.
	 	 	 	 
	 	By:	 
	 	 	Name:	Brad Morse
	 	 	Title:	Chief Executive Officer


 


	cc:	
    EarlyBirdCapital, Inc.

    Stephens Inc.



 









    C-1


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account Withdrawal Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 2(a) of
the Investment Management Trust Agreement between Accretion Acquisition Corp. (“Company”) and Continental Stock Transfer &
Trust Company, dated as of _______, 2021 (“Trust Agreement”), the Company hereby requests that you deliver to the Company
[$_______] of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its [income or
other tax obligations][dissolution and liquidation expenses, which expenses will not exceed $100,000].


 


In accordance with the terms
of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of
this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	ACCRETION ACQUISITION CORP.
	 	 	 	 
	 	By:	 
	 	 	Name:	Brad Morse  
	 	 	Title:	Chief Executive Officer


 


	cc:	
    EarlyBirdCapital, Inc.

    Stephens Inc.



 






    D-1