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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-04-01 · 251 added, 278 removed, 805 unchanged (40% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this annual report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls and procedures 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 principal executive officer and principal financial and accounting officer (our “Certifying Officers”) evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2021, pursuant to Rules 13a-15(e)

and 15d-15(e)

under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2021, our disclosure controls and procedures were effective.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended December 31, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of the evaluation date, our disclosure controls and procedures were not effective due to the material weakness described below.

In connection with the preparation of our financial statements for the year ended December 31, 2021, we identified certain errors relating to the recording of an accrual.

These errors have been remedied in our amended annual financial statements on form 10-K/A and our amended financial statements for the first quarter of 2022 on form 10-Q/A as filed with the SEC on August 22, 2022.

As part of such process, management concluded that a material weakness in internal control over financial reporting existed related to the process of recording accruals.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the

Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

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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.

As required by SEC rules and regulations implementing of Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2022.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting at December 31, 2022.

This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

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.

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.

In light of the material weakness described above, we plan to enhance our processes to identify and record potential accruals.

Our plans at this time include increased communication with third-party service providers and additional procedures to ensure that accruals recorded in the company’s financial statements have sufficient documentation to determine accuracy.

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.

Other Information.

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Tony Pearce is our Executive Chairman and a Director.

Pearce was a co-founder

of Purple Innovation, LLC.

He led Purple’s early entry into premium, direct-to-consumer

products and built the company into one of the top eCommerce companies in the world.

He served as the Co-CEO

of Purple from its inception in 2010 as WonderGel, LLC through its meteoric launch in 2016, taking it public through a SPAC in February 2018.

Pearce was a co-founder of Purple Innovation, LLC.

He led Purple’s early entry into premium, direct-to-consumer products and built the company into one of the top eCommerce companies in the world.

He served as the Co-CEO of Purple from its inception in 2010 as WonderGel, LLC through its meteoric launch in 2016, taking it public through a SPAC in February 2018.

Together with his brother Terry Pearce, Mr.

Pearce also served as Co-Director

of Research & Development at Purple from 2016 to August 19, 2020, including during an 18-month

period of time ending on January 29, 2019, when he was also voluntarily providing charitable service out of the country.

Pearce also served as Co-Director of Research & Development at Purple from 2016 to August 19, 2020, including during an 18-month period of time ending on January 29, 2019, when he was also voluntarily providing charitable service out of the country.

Prior to founding Purple, Mr.

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Pearce and his brother Terry Pearce, including EdiZONE, LLC, which focuses on developing advanced cushioning technology.

From April 2020 until April 2021, he was the Chief Executive Officer of Brilliant Science LLC, an early-stage direct-to-consumer

health and wellness company.

From April 2020 until April 2021, he was the Chief Executive Officer of Brilliant Science LLC, an early-stage direct-to-consumer health and wellness company.

Pearce holds a Bachelor of Science degree in Civil Engineering from Brigham Young University and a Master of Business Administration from the University of Phoenix.

Terry Pearce is our Executive Vice Chairman and a Director.

Pearce was a co-founder

of Purple Innovation, LLC and served as Co-CEO

of Purple from its inception in 2010 as WonderGel, LLC through its meteoric launch in 2016, taking it public through a SPAC in February 2018.

Pearce was a co-founder of Purple Innovation, LLC and served as Co-CEO of Purple from its inception in 2010 as WonderGel, LLC through its meteoric launch in 2016, taking it public through a SPAC in February 2018.

Together with his brother Tony Pearce, Mr.

Pearce also served as Co-Director

of Research & Development at Purple from 2016 to August 19, 2020, including a period of time in 2018 when he also served as Interim Chief Executive Officer following the resignation of the company’s former Chief Executive Officer on March 13, 2018, and until Joseph Megibow joined the company as its Chief Executive Officer on October 1, 2018.

Pearce also served as Co-Director of Research & Development at Purple from 2016 to August 19, 2020, including a period of time in 2018 when he also served as Interim Chief Executive Officer following the resignation of the company’s former Chief Executive Officer on March 13, 2018, and until Joseph Megibow joined the company as its Chief Executive Officer on October 1, 2018.

Prior to founding Purple, Mr.

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Lynne Laube is an Independent Director.

Laube is the Chief Executive Officer and co-founder

of Cardlytics, and has been a member of the Board of Directors since the company was founded in 2008.

Laube is the Chief Executive Officer and co-founder of Cardlytics, and has been a member of the Board of Directors since the company was founded in 2008.

Prior to her appointment as Chief Executive Officer of Cardlytics in 2020, Ms.

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He also serves as the Chief Executive Officer of Banner Acquisition Corp.

He most recently co-led

a $52 million investment into Pattern, Inc.

(“Pattern”), a rapidly growing provider of global e-Commerce

He most recently co-led a $52 million investment into Pattern, Inc.

(“Pattern”), a rapidly growing provider of global e-Commerce solutions.

From July 2018 to March 2020, Mr.

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From July 2013 to August 2015, Mr.

Ainge served as an executive of Ensign, where he managed the company’s acquisition pipeline and process, and then served as General Counsel of CareTrust REIT following its spin-off

Ainge served as an executive of Ensign, where he managed the company’s acquisition pipeline and process, and then served as General Counsel of CareTrust REIT following its spin-off from Ensign.

Ainge began his career in mergers and acquisitions with private equity firm HGGC LLC and later with the global law firm Kirkland & Ellis LLP.

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Dave Crowder is an Independent Director.

Crowder is a Co-Founder

and Managing Partner of Section Partners, a growth-stage venture capital firm providing personal financing solutions to founders, executives, and shareholders of venture-backed technology companies.

Crowder is a Co-Founder and Managing Partner of Section Partners, a growth-stage venture capital firm providing personal financing solutions to founders, executives, and shareholders of venture-backed technology companies.

Previously, Mr.

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Our board of directors consists of seven members.

Each of our directors will hold office for a two-year

Each of our directors will hold office for a two-year term.

Prior to our initial business combination, holders of our founder shares will have the right to appoint all of our directors and remove members of the board of directors for any reason in any general meeting held prior to or in connection with the completion of our initial business combination, and holders of our public shares

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the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

pre-approving

all audit and non-audit

services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval

policies and procedures;

pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

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meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K

promulgated by the SEC prior to us entering into such transaction;

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

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We have adopted a code of ethics and business conduct (our “Code of Ethics”) applicable to our directors, officers and employees.

You can review this document by accessing our public filings at the SEC’s website at www.sec.gov

and our website .

You can review this document by accessing our public filings at the SEC’s website at www.sec.gov and our website .

In addition, a copy of our Code of Ethics will be provided without charge upon request from us.

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If we make any amendments to our Code of Ethics other than

technical, administrative or other non-substantive

amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website.

The information included on our website is not incorporated by reference into this Form S-1

or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website.

The information included on our website is not incorporated by reference into this Form S-1 or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

Conflicts of Interest

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(1) one year after the completion of our initial business combination;

and (2) subsequent to our initial business combination (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,

share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading

and (2) subsequent to our initial business combination (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

With certain limited exceptions, the private placement warrants and the ordinary shares underlying such warrants, will not be transferable, assignable or salable by our sponsor until 30 days after the completion of our initial business combination.

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Commencing on the date that our securities were first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor a total of $10,000 per month for office space, utilities, secretarial, administrative and support services.

Our sponsor, directors and officers, or any of 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 sponsor, directors and officers, or any of 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 or directors, or our or their affiliates.

Any such payments prior to an initial business combination will be made from funds held outside the trust account.

expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.

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Name and Address of Beneficial

Percentage of

5% or Greater Shareholders:

Worldwide Webb Acquisition Sponsor LLC (2)(3)

Atlas Diversified Master Fund, Ltd (4)

Balyasny Asset Management L.P.

Magnetar Financial LLC (5)

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Radcliffe Capital Management, LP (7)

Sculptor Capital, LP (8)

Shaolin Capital Management LLC (8)

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Less than one percent

Unless otherwise noted, the business address of each of the following entities or individuals is c/o Worldwide Webb Acquisition Corp., 770 E Technology Way F13-16,

Orem, UT 84097.

Unless otherwise noted, the business address of each of the following entities or individuals is c/o Worldwide Webb Acquisition Corp., 770 E Technology Way F13-16, Orem, UT 84097.

Interests shown consist solely of founder shares, classified as Class B ordinary shares.

Such ordinary shares will convert into Class A ordinary shares on a one-for-one

basis, subject to adjustment.

Such Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment.

Worldwide Webb Acquisition Sponsor, LLC, our sponsor, is the record holder of the Class B ordinary shares reported herein.

Webb, Terry Pearce and Tony Pearce, by virtue of their shared control over our sponsor, may be deemed to beneficially own shares held by our sponsor.

Based on a Schedule 13G/A filed on February 14, 2022, Atlas Diversified Master Fund, Ltd.

is a Cayman corporation (“ADMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O.

Box 309, Ugland House, George Town, Grand Cayman KY1-1104,

Cayman Islands, British West Indies.

Atlas Diversified Fund, Ltd.

is a Cayman corporation (“ADF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O.

Box 309, Ugland House, George Town, Grand Cayman KY1-1104,

Cayman Islands, British West Indies.

ADF LTD owns 96.88% of the equity interests in ADMF.

Atlas Diversified Fund, L.P.

is a Delaware limited partnership (“ADF LP”), with its principal business office at 444 West Lake Street, 50th Floor, Chicago, IL 60606.

ADF LP owns 3.12% of the equity interests in ADMF.

Atlas Master Fund, Ltd.

is a Cayman corporation (“AMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O.

Box 309, Ugland House, George Town, Grand Cayman KY1-1104,

Cayman Islands, British West Indies.

Atlas Global, LLC is a Delaware limited liability company (“AG”), with its principal business office at 444 West Lake Street, 50th Floor, Chicago, IL 60606.

AG owns 3.47% of the equity interests in AMF.

Atlas Global Investments, Ltd.

is a Cayman corporation (“AGI”), with its principal business office at c/o Maples Corporate Services Limited, P.O.

Box 309, Ugland House, George Town, Grand Cayman KY1-1104,

Cayman Islands, British West Indies.

AGI owns 96.48% of the equity interests in AMF.

Atlas Enhanced Master Fund, Ltd.

is a Cayman corporation (“AEMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O.

Box 309, Ugland House, George Town, Grand Cayman KY1-1104,

Cayman Islands, British West Indies.

Atlas Enhanced Fund, L.P.

is a Delaware limited partnership (“AEF LP”), with its principal business office at 444 West Lake Street, 50th Floor, Chicago, IL 60606.

AEF LP owns 29.62% of the equity interests in AEMF.

Atlas Enhanced Fund, Ltd.

is a Cayman corporation (“AEF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O.

Box 309, Ugland House, George Town, Grand Cayman KY1-1104,

Cayman Islands, British West Indies.

AEF LTD owns 57.47% of the equity interests in AEMF.

Atlas Portable Alpha, LP is a Delaware limited partnership (“APA LP”), with its principal business office at 444 West Lake Street, 50th Floor, Chicago, IL 60606.

APA LP owns 4.48% of the equity interests in AEMF.

Atlas Terra Fund, Ltd.

is a Cayman corporation (“ATF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O.

Box 309, Ugland House, George Town, Grand Cayman KY1-1104,

Cayman Islands, British West Indies.

ATF LTD owns 2.23% of the equity interests in AEMF.

Atlas Institutional Equity Fund, L.P.

is a Delaware limited partnership (“AIEF LP”), with its principal business office at 444 West Lake Street, 50th

Floor, Chicago, IL 60606.

AIEF LP owns 6.19% of the equity interests in AEMF.

Balyasny Asset Management L.P.

Webb, by virtue of his shared control over our sponsor, may be deemed to beneficially own shares held by our sponsor.

Based on a Schedule 13G filed on February 14, 2023, Balyasny Asset Management L.P.

is a Delaware limited partnership (“BAM”), with its principal business office at 444 West Lake Street, 50th Floor, Chicago, IL 60606.

BAM is the investment manager to each of ADMF, ADF LTD, ADF LP, AMF, AG, AGI, AEMF, AEF LP, AEF LTD, APA LP, ATF LTD and AIEF LP.

BAM GP LLC is a Delaware limited liability company (“BAM GP”), with its principal business office at 444 West Lake Street, 50th Floor, Chicago, IL 60606.

BAM GP is the General Partner of BAM.

Balyasny Asset Management Holdings LP is a Delaware limited partnership (“BAM Holdings”) with its principal business office at 444 West Lake Street, 50th Floor, Chicago, IL 60606.

BAM Holdings is the Sole Member of BAM GP.

Dames GP LLC is a Delaware limited liability company (“Dames”), with its principal business office at 444 West Lake Street, 50th Floor, Chicago, IL 60606.

Dames is the General Partner of BAM Holdings.

Dmitry Balyasny, a United States citizen whose business address is 444 West Lake Street, 50th Floor, Chicago, IL 60606.

Dmitry Balyasny indirectly controls 100% of the general partner of BAM.

By virtue of its ownership of 3.12% of the equity interest in ADMF, ADF LP may be deemed to beneficially own the 1,980,000 Class A ordinary shares beneficially owned by ADMF.

By virtue of its ownership of 8.39% of the equity interest in ADMF, AMF may be deemed to beneficially own the 141,736 Class A ordinary shares beneficially owned by ADMF.

By virtue of its ownership of 3.87% of the equity interest in AMF, AG may be deemed to beneficially own the 141,736 Class A ordinary shares beneficially owned by ADMF.

By virtue of its ownership of 96.07% of the equity interest in AMF, AGI may be deemed to beneficially own the 141,736 Class A ordinary shares beneficially owned by ADMF.

By virtue of its ownership of 91.61% of the equity interest in ADMF, AEMF may be deemed to beneficially own the 1,838,264 Class A ordinary shares beneficially owned by ADMF.

By virtue of its ownership of 31.61% of the equity interest in AEMF, AEF LP may be deemed to beneficially own the 1,838,264 Class A ordinary shares beneficially owned by ADMF.

By virtue of its ownership of 56.06% of the equity interest in AEMF, AEF LTD may be deemed to beneficially own the 1,838,264 Class A ordinary shares beneficially owned by ADMF.

By virtue of its ownership of 4.26% of the equity interest in AEMF, APA LP may be deemed to beneficially own the 1,838,264 Class A ordinary shares beneficially owned by ADMF.

By virtue of its ownership of 2.11% of the equity interest in AEMF, ATF LTD may be deemed to beneficially own the 1,838,264 Class A ordinary shares beneficially owned by ADMF.

By virtue of its ownership of 5.95% of the equity interest in AEMF, AIEF LP may be deemed to beneficially own the 1,838,264 Class A ordinary shares beneficially owned by ADMF.

By virtue of its position as investment manager to each of ADMF, ADF LTD, ADF LP, AMF, AG, AGI, AEMF, AEF LP, AEF LTD, APA LP, ATF LTD and AIEF LP, BAM may be deemed to beneficially own the 1,980,000 Class A ordinary shares beneficially owned by ADMF, ADF LTD, ADF LP, AMF, AG, AGI, AEMF, AEF LP, AEF LTD, APA LP, ATF LTD and AIEF LP.

By virtue of his position as the sole control person for BAM, Mr.

Balyasny may be deemed to beneficially own the 1,980,000 Class A ordinary shares beneficially owned by BAM.

Based on a Schedule 13G filed on January 28, 2022, Class A ordinary shares reported herein are held Magnetar Constellation Fund II, Ltd (“Constellation Fund II”), Magnetar Constellation Master Fund, Ltd (“Constellation Master Fund”), Magnetar Systematic Multi-Strategy Master Fund Ltd (“Systematic Master Fund”), Magnetar Capital Master Fund Ltd (“Master Fund”) , Magnetar Discovery Master Fund Ltd (“Discovery Master Fund”), Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Purpose Alternative Credit Fund Ltd (“Purpose Fund”), Magnetar SC Fund Ltd (“SC Fund”), all Cayman Islands exempted companies;

Magnetar Structured Credit Fund, LP (“Structured Credit Fund”), a Delaware limited partnership;

Magnetar Lake Credit Fund LLC (“Lake Credit Fund”), Purpose Alternative Credit Fund - T LLC (“Purpose Fund - T”), Delaware limited liability companies;

Dmitry Balyasny is the Managing Member of Dames.

By virtue of its position as the investment manager of Atlas Diversified Master Fund, Ltd.

(“ADMF”), the direct holder of the 1,980,000 Shares reported herein, BAM may be deemed to exercise voting and investment power over such Shares held by ADMF and thus may be deemed to beneficially own such Shares.

By virtue of its position as the General Partner of BAM, BAM GP may be deemed to exercise voting and investment power over the Shares held directly by ADMF and thus may be deemed to beneficially own such Shares.

By virtue of its position as the Sole Member of BAM GP, BAM Holdings may be deemed to exercise voting and investment power over the Shares held directly by ADMF and thus may be deemed to beneficially own such Shares.

By virtue of its position as the General Partner of BAM Holdings, Dames may be deemed to exercise voting and investment power over the Shares held directly by ADMF and thus may be deemed to beneficially own such Shares.

By virtue of his position as the Managing Member of Dames, Mr.

Balyasny may be deemed to exercise voting and investment power over the Shares held directly by ADMF and thus may be deemed to beneficially own such Shares.

ADMF, a Cayman Islands exempted company that is an investment management client of BAM, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.

Based on a Schedule 13G filed on February 2, 2023, Class A ordinary shares reported herein are held for Magnetar Constellation Fund II, Ltd, Magnetar Constellation Master Fund, Ltd, Magnetar Systematic Multi- Strategy Master Fund Ltd, Magnetar Capital Master Fund Ltd, Magnetar Xing He Master Fund Ltd, Purpose Alternative Credit Fund Ltd, Magnetar SC Fund Ltd, all Cayman Islands exempted companies;

Magnetar Structured Credit Fund, LP, a Delaware limited partnership;

Magnetar Lake Credit Fund LLC, Purpose Alternative Credit Fund—T LLC, Delaware limited liability companies;

collectively (the “Magnetar Funds”).

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The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr.

Litowitz is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

Based on a Schedule 13G filed on February 10, 2023, filed by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada, which serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”) with respect to the shares directly held by PMSMF.

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and Radcliffe SPAC GP, LLC, whose business address is 50 Monument Road, Suite 300, Bala Cynwyd, PA 19004.

Based on a Schedule 13G/A filed on February 11, 2022, Sculptor Capital LP (“Sculptor”) is the principal investment manager to a number of private funds and discretionary accounts (collectively, the “Accounts”).

Sculptor Capital II LP (“Sculptor-II”) also serves as the investment manager to certain of the Accounts.

The Class A ordinary shares reported are held in the Accounts managed by Sculptor and Sculptor-II.

Sculptor Capital Holding Corporation (“SCHC”) serves as the general partner of Sculptor.

Sculptor Capital Holding II LLC (“SCHC-II”) is wholly owned by Sculptor and serves as the general partner of Sculptor-II.

Sculptor Capital Management, Inc.

(“SCU”) is a holding company that is the sole shareholder of SCHC and the ultimate parent company of Sculptor and Sculptor-II.

Sculptor is the investment adviser to Sculptor Master Fund, Ltd.

(“SCMF”) Sculptor Special Funding, LP (“NRMD”) is a wholly owned by SCMF.

Sculptor is the investment adviser to Sculptor Credit Opportunities Master Fund, Ltd.

Sculptor-II is the investment adviser to Sculptor SC II LP (“NJGC”).

Sculptor is the investment adviser to Sculptor Enhanced Master Fund, Ltd.

The address of the principal business offices of Sculptor, Sculptor-II, SCHC, SCHC-II, SCU, SCMF, NRMD, SCEN, SCCO and NJGC is 9 West 57 Street, 39 Floor, New York, NY 10019.

Sculptor and Sculptor-II serve as the principal investment managers to the Accounts and thus may be deemed beneficial owners of the Class A ordinary shares in the Accounts managed by Sculptor and Sculptor-II.

SCHC-II serves as the sole general partner of Sculptor-II and is wholly owned by Sculptor.

SCHC serves as the sole general partner of Sculptor.

As such, SCHC and SCHC-II may be deemed to control Sculptor as well as Sculptor-II and, therefore, may be deemed to be the beneficial owners of the Class A ordinary shares reported.

SCU is the sole shareholder of SCHC and may be deemed a beneficial owner of the Class A ordinary shares reported.

Based on a Schedule 13G filed on February 14, 2023, Class A ordinary shares reported are held by Shaolin Capital Management LLC, a company incorporated under the laws of State of Delaware, which serves as the investment advisor to Shaolin Capital Partners Master Fund, Ltd.

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The reporting of this ownership should not be construed as an admission that the reporting person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares reported herein.

The address of the business office of the reporting person is 7610 NE 4th Court, Suite 104 Miami FL 33138.

The address of the business office of the reporting person is 230 NW 24th Street, Suite 603, Miami, FL 33127.

Based on a Schedule 13G filed on January 29, 2022, Class A ordinary shares reported herein are held by Tenor Opportunity Master Fund, Ltd.

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Transfers of Founder Shares and private placement warrants

The founder shares, private placement warrants and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up

provisions in the agreements with us entered into by our initial shareholders, anchor investors, directors and officers.

Those lock-up

provisions provide that such securities are not transferable or salable (1) in the case of the founder

The founder shares, private placement warrants and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the agreements with us entered into by our initial shareholders, anchor investors, directors and officers.

Those lock-up provisions provide that such securities are not transferable or salable (1) in the case of the founder

shares, until the earlier of:

(A) one year after the completion of our initial business combination;

and (B) subsequent to our initial business combination (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,

share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading

day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (2) in the case of the private placement warrants and the respective Class A ordinary shares underlying such warrants, until 30 days after the completion of our initial business combination, except in each case (a) to our directors or officers, any affiliates or family members of any of our directors or officers, any members of our sponsor, or any affiliates of our sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization;

and (B) subsequent to our initial business combination (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (2) in the case of the private placement warrants and the respective Class A ordinary shares underlying such warrants, until 30 days after the completion of our initial business combination, except in each case (a) to our directors or officers, any affiliates or family members of any of our directors or officers, any members of our sponsor, or any affiliates of our sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization;

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In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

period as described under “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters—Transfers of Founder Shares and Private Placement Warrants.” We will bear the expenses incurred in connection with the filing of any such registration statements.

However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period as described under “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters—Transfers of Founder Shares and Private Placement Warrants.” We will bear the expenses incurred in connection with the filing of any such registration statements.

Certain Relationships and Related Transactions, and Director Independence.

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Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

Accordingly, in the event the consummation of our initial business combination takes 18 months, affiliates of our sponsor will be paid a total of $180,000 ($10,000 per month) for office space, utilities, secretarial, administrative and support services and will be entitled to be reimbursed for any out-of-pocket

Our sponsor, directors and officers, or any of 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, directors, officers or our or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket

expenses incurred by such persons in connection with activities on our behalf.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of our IPO.

As of June 30, 2021, $174,605 was outstanding under the promissory note with our sponsor.

These loans are non-interest

bearing, unsecured and are due at the earlier of March 31, 2022 and the closing of our IPO.

These loans are non-interest bearing, unsecured and are due at the earlier of March 31, 2022 and the closing of our IPO.

These loans will be repaid upon completion of our IPO out of the $800,000 of offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) not held in the trust account.

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Payment to affiliates of our sponsor of a total of $10,000 per month for office space, utilities, secretarial, administrative and support services;

Reimbursement for any out-of-pocket

expenses related to identifying, investigating and completing an initial business combination;

Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;

Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our directors and officers to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto.

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The following is a summary of fees paid or to be paid to Marcum LLP (“Marcum”) for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end

financial statements and services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q

for the respective periods and other required filings with the SEC for the period ended December 31, 2021 totaled $88,168.

Audit Fees – Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the years period ended December 31, 2022 and 2021 totaled $61,800 and $88,168, respectively.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees

– Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Marcum for audit related fees for the period ended December 31, 2021.

– Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

We did not pay Marcum for tax fees for the period ended December 31, 2021.

All Other Fees

– All other fees consist of fees billed for all other services.

We did not pay Marcum for other services for the period ended December 31, 2021.

Audit-Related Fees – Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Marcum for audit related fees for the years ended December 31, 2022 and 2021.

Tax Fees – Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

We did not pay Marcum for tax fees for the years ended December 31, 2022 and 2021.

All Other Fees – All other fees consist of fees billed for all other services.

We did not pay Marcum for other services for the years ended December 31, 2022 and 2021.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our IPO.

As a result, the audit committee did not pre-approve

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve

all auditing services and permitted non-audit

services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis

exceptions for non-audit

services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits, Financial Statement Schedules.

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Financial Statements:

Balance Sheet as of December 31, 2021

Statement of Operations for the Period from March 5, 2021 (Inception) through December 31, 2021

Statement of Changes in Temporary Equity and Shareholders’ Deficit for the Period from March 5, 2021 (Inception) through December 31, 2021

Statement of Cash Flows for the Period from March 5, 2021 (Inception) through December 31, 2021

Balance Sheets as of December 31, 2022 and 2021

Statements of Operations for the Year ended December 31, 2022 and for the Period from March 5, 2021 (Inception) through December 31, 2021

Statements of Changes in Temporary Equity and Shareholders’ Deficit for the Year ended December 31, 2022 and for the Period from March 5, 2021 (Inception) through December 31, 2021

Statements of Cash Flows for the Year ended December 31, 2022 and for the Period from March 5, 2021 (Inception) through December 31, 2021

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

To the Shareholders and Board of Directors of

Worldwide Webb Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Worldwide Webb Acquisition Corp.

(the “Company”) as of December 31, 2021, the related statements of operations, changes in temporary equity and shareholder’s deficit and cash flows for the period from March 5, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from March 5, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets of Worldwide Webb Acquisition Corp.

(the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2022 and for the period March 5, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period March 5, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1 to the financial statements, the Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital as of December 31, 2021 are not sufficient to complete its planned activities for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.

As more fully described in Note 1 to the financial statements, the Company’s business plan is dependent on the completion of a business combination by April 21, 2023 or will be forced to liquidate.

The Company’s cash and working capital as of December 31, 2022 are not sufficient to complete its planned activities for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

asis for Opinion

The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

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federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, audits of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

s/ Marcum LLP

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Los Angeles, CA

March 31, 2022

PCAOB ID Number 688

Worldwide Webb Acquisition Corp.

Balance Sheet

December 31, 2021

Balance Sheets

Prepaid expenses

Other current assets

Total current assets

Marketable securities held in Trust Account

LIABILITIES, TEMPORARY EQUITY, AND SHAREHOLDERS’ DEFICIT

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT

Current liabilities:

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Promissory note - related party

Accrued professional services fees

Accrued expenses

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Commitments and Contingencies (Note 5)

Temporary Equity

Class A ordinary shares subject to possible redemption, 23,000,000 shares at $ 10.10 per share

Class A ordinary shares subject to possible redemption, $ 0.0001 par value;

23,000,000 shares at $ 10.20 and 10.10 per share at December 31, 2022 and 2021, respectively

Shareholders’ deficit

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5,000,000 shares authorized;

none issued or outstanding

no ne issued or outstanding

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

no shares issued or outstanding (excluding 23,000,000 shares subject to possible redemption)

no ne issued or outstanding (excluding 23,000,000 shares subject to possible redemption)

Class B ordinary shares, $ 0.0001 par value;

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Total shareholders’ deficit

Total Liabilities, Temporary Equity, and Shareholders’ Deficit

The accompanying notes are an integral part of these consolidated financial statements

Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit

The accompanying notes are an integral part of these financial statements

Worldwide Webb Acquisition Corp.

Statement of Operations

For the Period from March 5, 2021 (Inception) through December 31, 2021

Statements of Operations

For The Year Ended

December 31, 2022

For the period from

March 5, 2021 (Inception)

through December 31, 2021

Formation and operating costs

Loss from operations

Other Income (Expense)

Change in fair value of derivative warrant liabilities

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Transaction costs allocation to derivative warrant liabilities

Gain on settlement of underwriting fees

Net income (loss)

Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted

Basic and diluted net loss per share, Class A subject to possible redemption

Basic and diluted net income (loss) per share, Class A subject to possible redemption

Weighted average shares outstanding of Class B non-redeemable

ordinary shares, basic and diluted

Basic and diluted net loss per share, Class B non-redeemable

Basic and diluted net income (loss) per share, Class B non-redeemable

ordinary shares

The accompanying notes are an integral part of these consolidated financial statements

The accompanying notes are an integral part of these financial statements

Worldwide Webb Acquisition Corp.

Statement of Changes in Temporary Equity and Shareholders’ Deficit

Statements of Changes in Temporary Equity and Shareholders’ Deficit

For the year ended December 31, 2022

Temporary Equity

Ordinary Shares

Shareholders’

Balance as of January 1, 2022

Gain on settlement of underwriting fees

Remeasurement of Class A ordinary shares to redemption value

Balance as of December 31, 2022

For the Period from March 5, 2021 (Inception) through December 31, 2021

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Shareholders’

Balance as of March 5, 2021

Balance as of March 5, 2021 (inception)

Issuance of ordinary shares to Sponsor

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Balance as of December 31, 2021

The accompanying notes are an integral part of these consolidated financial statements

The accompanying notes are an integral part of these financial statements

Worldwide Webb Acquisition Corp.

Statement of Cash Flows

For the Period from March 5, 2021 (Inception) through December 31, 2021

Statements of Cash Flows

For The Year Ended

December 31, 2022

For the period from

March 5, 2021 (Inception)

through December 31, 2021

Cash Flows from Operating Activities

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Gain on marketable securities, dividends and interest, held in Trust Account

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Formation costs funded by note payable through Sponsor

Gain on settlement of underwriting fees

Change in fair value of derivative liabilities

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Accounts payable

Accrued offering and formation costs

Net cash provided by operating activities

Accrued expenses

Net cash used by operating activities

Cash Flows from Investing Activities

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( 232,300,000

Net cash provided by investing activities

Net cash used in investing activities

( 232,300,000

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Offering costs paid

Net cash provided by financing activities

Net increase in cash

Net cash (used) provided by financing activities

Net decrease (increase) in cash

Cash - beginning of period

Cash - end of period

Supplemental disclosure of noncash financing activities:

Supplemental disclosure of noncash investing and financing activities:

Initial Class A shares subject to possible redemption

Immediate remeasurement of Class A shares to redemption value

Remeasurement of Class A shares to redemption value

Offering costs included in accrued expenses

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Deferred underwriting fees payable

Initial derivate warrant liability

The accompanying notes are an integral part of these consolidated financial statements

Initial derivative warrant liabilities

Gain on settlement of underwriting fees

The accompanying notes are an integral part of these financial statements

WORLDWIDE WEBB ACQUISITION CORP.

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On a routine basis, the Company assesses going concern considerations in accordance with FASB ASC 205-40 “Presentation of Financial Statements - Going Concern”.

As of December 31, 2021, the Company had a cash balance of

and working capital of $ 168,258 , and the Company has access to working capital loans from the Sponsor, which is described in Note 4, to cover the working capital deficit.

Further, the Company’s liquidity needs are satisfied through using proceeds from the Initial Public Offering and Private Placement Warrants (as described in notes 3 and 4) that is not held in Trust Account to pay for existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business

to acquire and structuring, negotiating and consummating the Initial Business Combination

If the Company’s estimates of the costs of identifying a target business, undertaking

As of December 31, 2022, the Company had a cash balance of $ 48,126 and a working capital deficit of $ 3,649,365 , and the Company has access to working capital loans from the Sponsor, which is described in Note 4, to fund working capital needs or finance transaction costs.

If the Company’s estimates 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, the Company may have insufficient funds available to operate its business prior to an Initial Business Combination.

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These factors raise substantial doubt about the Company’s ability to continue as a going concern.

In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the need for additional liquidity and the pending mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after April 22, 2023.

The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Risks and Uncertainties

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The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1 % excise tax on certain repurchases of stock by publicly traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and

prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and inhibit the Company’s ability to complete a Business Combination.

Note 2 — Summary of Significant Accounting Policies

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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 $ 503,204 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of December 31, 2021.

The Company had $ 48,126 and $ 503,204 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of December 31, 2022 and 2021, respectively.

Derivative Financial Instruments

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under which the Instruments do not meet the criteria for equity treatment and must be recorded as liabilities.

conversion feature within the Working Capital Loan gives the Sponsor an option to convert the loan to warrants of the Company’s Class A ordinary shares.

The conversion feature within the Working Capital Loan gives the Sponsor an option to convert the loan to warrants

of the Company’s Class A ordinary shares.

This bifurcated feature is assessed at the end of each reporting period to conclude whether additional liability should be recorded.

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Marketable Securities Held in Trust Account

At December 31, 2021, the assets held in the Trust Account were invested in money market funds.

At December 31, 2022 and 2021, the assets held in the Trust Account of $ 234,716,046 and $ 232,320,844 , respectively, were invested in money market funds.

Class A Ordinary Shares Subject to Possible Redemption

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Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

The ordinary shares subject to possible redemption reflected on the balance sheet as of December 31, 2021 is reconciled in the following table:

The ordinary shares subject to possible redemption reflected on the balance sheet as of December 31, 2022 and 2021 is reconciled in the following table:

Gross proceeds

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Fair value of Public Warrants at issuance

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption

Remeasurement of Class A ordinary shares to redemption value

Class A ordinary shares subject to possible redemption at December 31, 2021

Remeasurement of Class A ordinary shares to redemption value

Class A ordinary shares subject to possible redemption at December 31, 2022

Concentrations 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 .

At December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

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 .

At December 31, 2022 and 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Financial Instruments

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Offering Costs

Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering.

Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering.

Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A ordinary shares and its Public Warrants and Private Placement Warrants.

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The Company has not considered the effect of their Forward Purchase Agreement, warrants sold in the Initial Public Offering, private placement to purchase Class A ordinary shares, and Working Capital Loan warrants in the calculation of diluted income per share, since the instruments are not dilutive.

At December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company under the treasury stock method.

As a result, diluted income per share is the same as basic income per share for the periods presented.

For the year ended December 31, 2022, the inclusion of dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company is contingent on a future event.

For the period from March 5, 2021 (inception) through December 31, 2021, the Company did no t have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company as those would be antidilutive under the treasury stock method.

As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.

The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares (the “Founder Shares”).

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A reconciliation of the earnings per share is below:

For the Period Ended

For The Year Ended

December 31, 2022

For the period from

March 5, 2021 (Inception)

through December 31, 2021

Redeemable Class A Ordinary Shares

Loss allocable to Redeemable Class A Ordinary Shares

Net income (loss) allocable to Redeemable Class A Ordinary Shares

Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares

Basic and diluted weighted average shares outstanding, Redeemable Class A

Basic and diluted loss per share, Redeemable Class A

Basic and diluted net income (loss) per share, Redeemable Class A

Non-Redeemable

Class B Ordinary Shares

Net loss allocable to non-redeemable

Class B Ordinary Shares

Net loss allocable to non-redeemable

Net income (loss) allocable to non-redeemable

Class B Ordinary Shares

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Class B Ordinary Shares

Basic and diluted loss per share, Non-Redeemable

Basic and diluted net income (loss) per share, non-redeemable

ordinary shares

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

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Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Deferred tax assets were deemed immaterial as of December 31, 2021.

Deferred tax assets were deemed immaterial as of December 31, 2022 and 2021.

FASB ASC 740 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 December 31, 2021.

There were no unrecognized tax benefits as of December 31, 2022 and 2021.

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 December 31, 2021.

No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 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.

32 unchanged sentences

Administrative Services Agreement

The Company entered into an Administrative Services Agreement pursuant to which the Company will pay an affiliate of our Sponsor a total of $ 10,000 per month, until the earlier of the completion of the initial Business Combination and the liquidation of the trust assets, for office space, utilities, administrative and support services.

The Company entered into an Administrative Services Agreement pursuant to which the Company will pay an affiliate of our Sponsor a total of $ 10,000 per month, from the initial public offering date until the earlier of the completion of the initial Business Combination and the liquidation of the trust assets, for office space, utilities, administrative and support services.

Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees.

For the period ended December 31, 2021, the Company expensed $ 20,000 in monthly administrative support services.

For the year ended December 31, 2022 and the period from March 5, 2021 (Inception) through December 31, 2021, the Company expensed $ 120,000 and $ 20,000 , respectively, in monthly administrative support services.

Promissory Note-Related Party

7 unchanged sentences

Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability, and exercise period.

As of December 31, 2021, the Company has borrowed $ 208,461 under the promissory amended note and will become payable on the earlier of (i) April 22, 2023 or (ii) the consummation of the Initial Business Combination.

As of December 31, 2022 and 2021, the Company has borrowed $ 200,000 and $ 208,461 under the promissory amended note, respectively, and will become payable on the earlier of (i) April 22, 2023 or (ii) the consummation of the Initial Business Combination.

In addition to the promissory note, the Sponsor has agreed to pay for expenses on the Company’s behalf that are payable on demand.

The Company owed $ 202,716 and $ 11,500 to the Sponsor in expenses unrelated to the Promissory Note as of December 31, 2022 and 2021, respectively.

As of December 31, 2022 and 2021, approximately $ 172,116 and $ 0 were allocated to Accounts Payable, respectively, and the remaining $ 30,600 and $ 11,500 being allocated to accrued expenses, respectively.

Private Placement Warrants

21 unchanged sentences

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Administrative Support Agreement

Commencing on the date that the Company’s securities were first listed on the NASDAQ, the Company agreed to pay the Sponsor or an affiliate thereof in an amount equal to $ 10,000 per month for office space, utilities and secretarial and administrative support made available to the Company.

The Company recorded an aggregate of $ 120,000 for the year ended December 31, 2022, in general and administrative expenses in connection with the related agreement in the accompanying statement of operations.

Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Warrant amendments

9 unchanged sentences

In connection with the over-allotment exercise, the Company issued 3,000,000 Over-Allotment Units, representing 3,000,000 Ordinary Shares and 1,500,000 public warrants at a price of $ 10.00 per Unit, generating total gross proceeds of $ 30,000,000 .

Effective as of September 30, 2022, the underwriters from the Initial Public Offering resigned and withdrew from their role in the Business Combination and thereby waived their entitlement to the deferred underwriting fees of $ 8,050,000 , which the Company has recorded as a gain on settlement of underwriter fees on the statements of shareholders’ deficit for the year ended December 31, 2022 for $ 7,847,542 , which represents the original amount recorded to accumulated deficit, and the remaining balance of $ 202,548 representing the amount recorded to the statements of operations for the year ended December 31, 2022.

Based on this arrangement, the Company is no longer obligated to pay the underwriter if the Company merges with a Target in the future.

Note 6 — Warrant Liabilities

36 unchanged sentences

at a price of $ 0.10 per Warrant, provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares determined in part by the redemption date and the “fair market value” of the Class A ordinary shares except as otherwise below;

upon a minimum of 30

days’ prior written notice of redemption;

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

if, and only if, the last sale price of the Company’s Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, dividends, reorganizations, recapitalizations, and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders.

5 unchanged sentences

The Company is authorized to issue 5,000,000 shares of preference shares, par value $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of December 31, 2021 there were no shares of preference shares issued or outstanding.

As of December 31, 2022 and 2021 there were no shares of preference shares issued or outstanding.

A ordinary shares –

The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

As of December 31, 2021 there were no Class A ordinary shares issued and outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption.

As of December 31, 2022 and 2021 there were no Class A ordinary shares issued and outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption.

B ordinary shares –

The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

On December 31, 2021, 5,750,000 Class B ordinary shares were issued and outstanding.

As of December 31, 2022 and 2021, 5,750,000 Class B ordinary shares were issued and outstanding.

Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule;

6 unchanged sentences

Note 8 — Fair Value Measurements

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2021 including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

December 31, 2022

Marketable securities

The following table presents the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of December 31, 2021.

Derivative liabilities:

December 31, 2021

Marketable securities

The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

December 31, 2022

Public Warrants

1 unchanged sentence

Total liabilities

December 31, 2021

Public Warrants

Private Placement Warrants

Total liabilities

On December 9, 2021, the Public Warrants surpassed the 52 -day

1 unchanged sentence

Once publicly traded, the observable input qualifies the liability for treatment as a Level 1 liability.

As such, as of December 31, 2021, the Company classified the Public Warrants as Level 1.

As such, as of December 31, 2022 and 2021, the Company classified the Public Warrants as Level 1.

The Private Warrants were valued based on the trading price of Public Warrants, which is considered to be a Level 2 fair value measurement.

4 unchanged sentences

Fair value at October 22, 2021

Exercise of overallotment option

Fair value on November 15, 2021

Change in fair value

Fair value as of December 31, 2021

Change in fair value

Fair value as of December 31, 2022

Note 9 — Subsequent Events

Management has evaluated the impact of subsequent events through March 31, 2022, the date the financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

Management has evaluated the impact of subsequent events through the date the financial statements were issued.

Based upon this review, the Company did not identify any subsequent events, excluding the items discussed below, that would have required adjustment or disclosure in the financial statement.

On March 11, 2023, the Company entered into the Business Combination Agreement (the “Business Combination Agreement”), with WWAC Amalgamation Sub Pte.

Ltd., a Singapore private company limited by shares and a direct wholly-owned Subsidiary of the Company (“Amalgamation Sub”), and Aark Singapore Pte.

Ltd., a Singapore private company limited by shares (“AARK”, together with the Company and Amalgamation Sub, collectively, the “Parties” and individually a “Party”).

Aeries Technology Group Business Accelerators Private Limited, an Indian private company limited by shares (“Aeries”), is a subsidiary of AARK.

AARK is wholly owned by Mr.

Venu Raman Kumar (the “Sole Shareholder”).

The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company, Amalgamation Sub and AARK, and by the sole shareholders of each of Amalgamation Sub and AARK.

Please refer to the Form 8-K that was filed with the SEC on March 20, 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures