What changed in this filing

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Item 2. Management’s Discussion and Analysis

2021-11-18 compared with 2021-08-20 · 58 added, 56 removed, 145 unchanged (44% of the section changed)

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deferred underwriting commissions.

On April 7, 2021, the underwriter exercised the over-allotment

option in part and purchased an additional 2,369,251 Units (the “Over-Allotment Units”), generating additional gross proceeds

of $23,692,510.

On April 7, 2021, the underwriter exercised the over-allotment option in part and purchased an additional

2,369,251 Units (the “Over-Allotment Units”), generating additional gross proceeds of $23,692,510.

Simultaneously

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of Operations

entire activity since inception through June 30, 2021 related to our formation, the preparation for the Initial Public Offering, and

since the closing of the Initial Public Offering, the search for a prospective initial Business Combination.

entire activity since inception through September 30, 2021 related to our formation, the preparation for the Initial Public Offering,

and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination.

We have neither engaged

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as well as for due diligence expenses.

the three months ended June 30, 2021, we had net loss of approximately $4.7 million, which primarily consisted of a noncash loss of approximately

$4.4 million resulting from changes in fair value of derivative liabilities, approximately $294,000 general and administrative expenses

and a non-operating expense of approximately $68,000 related to offering costs for derivative liabilities, partially offset by income

from investments held in the Trust Account of $10,000.

the period from January 8, 2021 (inception) through June 30, 2021, we had net loss of approximately $5.9 million, which primarily consisted

of a noncash loss of approximately $4.7 million resulting from changes in fair value of derivative liabilities, approximately $457,000

general and administrative expenses and a non-operating expense of approximately $845,000 related to offering costs for derivative liabilities,

partially offset by income from investments held in the Trust Account of $11,000.

the three months ended September 30, 2021, we had net income of approximately $9.8 million, which primarily consisted of a noncash gain

of approximately $10.0 million resulting from changes in fair value of derivative warrant liabilities and income from investments held

in the Trust Account of approximately $6,000, partially offset by approximately $227,000 of general and administrative expenses, including

$30,000 of general and administrative expenses to related parties.

the period from January 8, 2021 (inception) through September 30, 2021, we had net income of approximately $3.9 million, which primarily

consisted of a noncash gain of approximately $5.4 million resulting from changes in fair value of derivative warrant liabilities and

income from investments held in the Trust Account of approximately $17,000, partially offset by approximately $684,000 of general and

administrative expenses, including $70,000 of general and administrative expenses to related parties.

and Capital Resources

of June 30, 2021, we had approximately $1.8 million in our operating bank account and working capital of approximately $2.7 million.

of September 30, 2021, we had approximately $1.7 million in our operating bank account and working capital of approximately $2.5 million.

liquidity needs prior to the consummation of the Initial Public Offering had been satisfied through a payment of $25,000 from the Sponsor

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a Monte Carlo simulation.

A common stock subject to possible redemption

account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480.

Class A ordinary shares

subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value.

Conditionally redeemable

Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the

holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity.

At all other times, Class A ordinary shares are classified as shareholders’ equity.

Our Class A ordinary shares feature certain

redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events.

at June 30, 2021, 28,971,558 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity,

outside of the shareholders’ equity section of our unaudited condensed balance sheet.

Income (Loss) Per Ordinary Share

income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during

We have not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase

up to an aggregate of 16,699,626 of the Company’s Class A ordinary shares in the calculation of the diluted income per share, since

their inclusion would be anti-dilutive under the treasury stock method.

Company’s unaudited condensed statements of operations includes a presentation of income (loss) per ordinary share for shares subject

to possible redemption in a manner similar to the two-class method of income (loss) per share.

Net income (loss) per ordinary share,

basic and diluted, for Class A ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income

or loss on investments held by the Trust Account, by the weighted average number of ordinary shares subject to possible redemption outstanding

since original issuance.

income (loss) per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted

for income or loss on investments held in the Trust Account attributable to ordinary shares subject to possible redemption, by the weighted

average number of non-redeemable ordinary shares outstanding for the period.

Non-redeemable

common stock includes Founder Shares and non-redeemable Class A ordinary shares as these shares do not have any redemption features.

Non-redeemable ordinary shares participate in the income or loss on investments held in the Trust Account based on non-redeemable shares’

proportionate interest.

A ordinary shares subject to possible redemption

Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480.

Class A ordinary

shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value.

Conditionally

redeemable Class A ordinary shares (including Class ordinary shares that features redemption rights that are either within the control

of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified

as temporary equity.

At all other times, Class A ordinary shares are classified as stockholders’ equity.

The Company’s Public

Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence

of uncertain future events.

Accordingly, as of September 30, 2021, 32,369,251 Class A ordinary shares subject to possible

redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s

condensed balance sheet.

with the closing of the Initial Public Offering (including sale of the Over-Allotment Units), the Company recognized the accretion from

initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated

income per ordinary share

have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared

pro rata between the two classes of shares.

Net income per ordinary share is calculated by dividing the net income by the

weighted average of ordinary shares outstanding for the respective period.

calculation of diluted net income per ordinary shares does not consider the effect of the warrants issued in connection with the

Initial Public Offering (including sale of the Over-Allotment Units) and the Private Placement to purchase an aggregate of 16,699,626

ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events and their

inclusion would be anti-dilutive under the treasury stock method.

As a result, diluted net income per share is the same as

basic net income per share for the three months ended September 30, 2021 and for the period from January 8, 2021 (inception) through

September 30, 2021.

Accretion associated with the redeemable Class A ordinary shares is excluded from net income per share as

the redemption value approximates fair value.

Accounting Pronouncements

August 2020, the FASB issued ASU No.

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and

Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s

Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required

under current U.S.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify

for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

The Company adopted

ASU 2020-06 on January 8, 2021 (inception).

Adoption of the ASU did not impact the Company’s financial position, results of operations

or cash flows.

2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts

in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

(“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the

derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

The Company adopted ASU 2020-06

on January 8, 2021 (inception).

Adoption of the ASU did not impact the Company’s financial position, results of operations or cash

does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material

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Sheet Arrangements

of June 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

of September 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain

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we are no longer an “emerging growth company,” whichever is earlier.

Quantitative and Qualitative Disclosures About Market Risk

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this item.

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-Q

Item 2. Management’s Discussion and Analysis