What changed in this filing

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Item 1. Financial Statements

2022-05-12 compared with 2021-11-18 · 256 added, 493 removed, 515 unchanged (59% of the section changed)

1 unchanged sentence

ACQUISITION CORP.

BALANCE SHEET

BALANCE SHEETS

Current assets:

held in Trust Account

Prepaid expenses

Total current assets

Non-current assets:

Investments held in Trust Account

Prepaid expenses (non-current)

Total non-current assets

$ 325,802,365

Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:

$ 326,072,415

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:

Current liabilities:

underwriting commissions

warrant liabilities

and Contingencies

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

32,369,251 shares

Shareholders’

Accounts payable

Accrued expenses

Total current liabilities

Deferred underwriting commissions

Derivative warrant liabilities

Total liabilities

Commitments and Contingencies

Class A ordinary shares subject to possible redemption at $ 10.00 per share, $ 0.0001 par value;

32,369,251 shares issued and outstanding as of March 31, 2022 and December 31, 2021

Shareholders’ Deficit:

Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

1 unchanged sentence

200,000,000 shares authorized;

1,030,000 shares issued and outstanding (excluding 32,369,251 shares subject to possible redemption)

1,030,000 shares issued and outstanding (excluding 32,369,251 shares subject to possible redemption) as of March 31, 2022 and December 31, 2021

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

8,092,313 shares issued and outstanding

paid-in capital

8,092,313 shares issued and outstanding as of March 31, 2022 and December 31, 2021

Additional paid-in capital

Accumulated deficit

( 12,754,051 )

shareholders’ deficit

( 18,009,404 )

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Stockholders’ Deficit:

Total shareholders’ deficit

( 12,753,139 )

( 18,008,492 )

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Stockholders’ Deficit:

$ 325,802,365

$ 326,072,415

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

1 unchanged sentence

STATEMENTS OF OPERATIONS

Three Months Ended

September 30, 2021

Period From January 8, 2021

(inception) through September 30, 2021

General and administrative expenses

General and administrative expenses - related party

Loss from operations

Change in fair value of derivative warrant liabilities

Offering costs associated with derivative warrant liabilities

Income from investments held in Trust Account

Weighted average shares outstanding of Class A ordinary shares

Basic and diluted net income per share, Class A ordinary shares

Weighted average shares outstanding of Class B ordinary shares

Basic and diluted net income per share, Class B ordinary shares

the Three Months

the Period From January 8, 2021 (Inception) through March 31,

and administrative expenses

and administrative expenses - related party

from operations

in fair value of derivative warrant liabilities

costs associated with derivative warrant liabilities

from investments held in Trust Account

income (loss)

$ ( 1,234,716 )

average shares outstanding of Class A ordinary shares

and diluted net income (loss) per share, Class A ordinary shares

average shares outstanding of Class B ordinary shares

and diluted net income (loss) per share, Class B ordinary shares

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

ACQUISITION CORP.

OF CHANGE IN SHAREHOLDERS’ EQUITY

THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE PERIOD FROM

8, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

OF CHANGE IN SHAREHOLDERS’ DEFICIT

THE THREE MONTHS ENDED March 31, 2022

Ordinary Shares

Shareholders’

Balance - January 8, 2021 (Inception)

Issuance of Class B ordinary shares to Sponsor (1)

Sale of private placement units, less fair value of derivative warrant liabilities

Accretion of Class A ordinary shares subject to possible redemption amount

( 9,824,484 )

( 23,030,030 )

Balance - December 31, 2021

$ ( 18,009,404 )

$ ( 18,008,492 )

Balance - March 31,

$ ( 12,754,051 )

Balance - March 31, 2021 (unaudited), as restated

$ ( 12,753,139 )

THE PERIOD FROM JANUARY 8, 2021 (INCEPTION) THROUGH MARCH 31, 2021

Ordinary Shares

Shareholders’

Balance - January 8, 2021 (Inception)

Issuance of Class B ordinary shares to Sponsor (1)

Sale of units in initial private offering, less allocation to derivative warrant liabilities

Accretion of Class A ordinary shares subject to possible redemption amount

( 9,824,484 )

Forfeiture of Class B ordinary shares

Subsequent measurement of Class A ordinary shares subject to redemption against additional paid-in capital

( 23,030,030 )

( 32,854,514 )

Balance - June 30, 2021 (unaudited), as restated

( 1,234,716 )

Balance - September 30, 2021

Balance - March 31,

$ ( 24,264,746 )

3 unchanged sentences

OF CASH FLOWS

THE PERIOD FROM JANUARY 8, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

For the Three Months

For the Period From January 8,

2021 (Inception) through March 31,

Cash Flows from Operating Activities:

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

General and adminsitrative expenses paid by related party in exchange for issuance of Class B ordinary shares

General and adminsitrative expenses paid by related party under promissory note

Net income (loss)

$ ( 1,234,716 )

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

General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares

General and administrative expenses paid by related party under promissory note

Change in fair value of derivative warrant liabilities

4 unchanged sentences

Prepaid expenses

( 1,147,808 )

Accounts payable

Accrued expenses

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Repayment of note payable to related party

Proceeds received from initial public offering, gross

Proceeds from initial public offering and over-allotment exercise, net

Proceeds received from private placement

6 unchanged sentences

Supplemental disclosure of noncash investing and financing activities:

Offering costs included in accounts payable

Offering costs included in accrued expenses

1 unchanged sentence

Deferred underwriting commissions

Remeasurement on Class A ordinary shares subject to possible redemption

$ ( 32,854,514 )

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

12 unchanged sentences

growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

of September 30, 2021, the Company had not yet commenced operations.

of March 31, 2022, the Company had not yet commenced operations.

All activity for the period from January 8, 2021 (inception) through

September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”)

and since the closing of the initial public offering, the search for a prospective initial Business Combination.

The Company will not

generate any operating revenues until after the completion of a Business Combination, at the earliest.

The Company generates non-operating

income in the form of interest and other income on investments of the proceeds derived from the Initial Public Offering.

has selected December 31 as its fiscal year end.

March 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and

since the closing of the initial public offering, the search for a prospective initial Business Combination.

The Company will not generate

any operating revenues until after the completion of a Business Combination, at the earliest.

The Company generates non-operating income

in the form of interest and other income on investments of the proceeds derived from the Initial Public Offering.

The Company has selected

December 31 as its fiscal year end.

Company’s sponsor is Byte Holdings LP, a Cayman Islands exempted limited partnership (the “Sponsor”).

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$ 10.3 million (see Note 4).

the closing of the Initial Public Offering and the Private Placement, $300.0 million ($10.00 per Unit) of the net proceeds of the Initial

Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) and

will be invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940,

as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that

holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company,

until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the

Company’s shareholders, as described below.

In addition, the Company transferred an excess amount of $900,000 into the Trust Account

upon closing of the Initial Public Offering.

If the over-allotment was not exercised, such amount would be transferred back into the

Company’s operating bank account.

the closing of the Initial Public Offering, sale of the Over-Allotment Units and closing of the Private Placement, $323.7 million ($10.00

per Unit) of the net proceeds of the Initial Public Offering, the Over-Allotment Units and certain of the proceeds of the Private Placement

was placed in a trust account (“Trust Account”) and will be invested in U.S.

government securities, within the meaning set

forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity

of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions

of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination

and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

In addition, the

Company transferred an excess amount of $900,000 into the Trust Account upon closing of the Initial Public Offering, of which approximately

$474,000 remained in the Trust Account after closing of the sale of the Over-Allotment Units.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

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effect a Business Combination.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Company will provide its shareholders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all

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of other applicable law.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Sponsor agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to

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with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

and Capital Resources

of September 30, 2021, the Company had approximately $ 1.7 million in its operating bank account and working capital of approximately

$ 2.5 million.

2 - Basis of Presentation and Summary of Significant Accounting Policies

of Presentation

accompanying unaudited condensed financial statements are presented in U.S.

dollars in conformity with accounting principles generally

accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q

and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC.

Accordingly, they do not include all of the information

and footnotes required by GAAP.

In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which

include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

results for the three ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022.

accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K

for the year ended December 31, 2021, as filed with the SEC on April 5, 2022, which contains the audited financial statements and notes

The financial information as of December 31, 2021, is derived from the audited financial statements presented in the Company’s

Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on April 6, 2022.

and Going Concern

of March 31, 2022, the Company had approximately $ 1.5 million in its operating bank account and working capital of approximately $ 1.8

Company’s liquidity through the consummation of the Initial Public Offering were satisfied through the payment of $ 25,000 from

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any Working Capital Loans.

on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs

through the earlier of the consummation of a Business Combination or one year from this filing.

Over this time period, the Company will

be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates,

performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with

or acquire, and structuring, negotiating and consummating the Business Combination.

connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation

of Financial Statements – Going Concern,” management has determined that the 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 March 23, 2023.

The condensed financial statements

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

and Uncertainties

continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of

the date of the condensed balance sheet.

The condensed financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

2 - Basis of Presentation and Summary of Significant Accounting Policies

of Presentation

accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted

accounting principles (“U.S.

GAAP”) for interim financial information and Article 8 of Regulation S-X.

Accordingly, they

do not include all of the information and footnotes required by U.S.

In the opinion of management, all adjustments (consisting

of normal accruals) considered for a fair presentation have been included.

Operating results for the three months ended September 30,

2021 and for the period from January 8, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that

may be expected for the year ending December 31, 2021.

accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto

included in the Form 8-K and the final prospectus filed by the Company with the SEC on March 29, 2021 and March 19, 2021, respectively.

April 2021, the Company identified an error in its accounting treatment for both its public and private warrants (Warrants) as presented

in its audited balance sheet as of March 23, 2021 included in its Current Report on Form 8-K, filed March 29, 2021.

The Warrants were

reflected as a component of equity as opposed to liabilities on the balance sheet.

The impact of the error correction is reflected in

the unaudited condensed financial statements contained herein which resulted in a $ 14.4 million increase to derivative liabilities and

offsetting decrease to Class A ordinary shares subject to possible redemption to the March 23, 2021 balance sheet.

There was an impact

on the offering costs allocated to warrant liability.

of Previously Reported Financial Statements

preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company

concluded it should restate its previously issued financial statements to classify all Public Shares in temporary equity.

In accordance

with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within

the control of the Company require shares subject to redemption to be classified outside of permanent equity.

The Company had previously

classified a portion of its Public Shares in permanent equity.

Although the Company did not specify a maximum redemption threshold, its

charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to

be less than $ 5,000,001 .

Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible

Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net

tangible assets.

In accordance with SEC Staff

Accounting Bulletin No.

99, “Materiality,” and SEC Staff Accounting Bulletin No.

108, “Considering the Effects of Prior

Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and

has determined that the related impact was material to the previously filed financial statements that contained the error, reported in

the Company’s Form 8-K filed with the SEC on March 29, 2021 (the “Post-IPO Balance Sheet”) and the Company’s Form

10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”).

Therefore, the

Company, in consultation with its Audit Committee, concluded that the Post-IPO Balance Sheet and the Affected Quarterly Periods should

be restated to present all Public Shares as temporary equity and to recognize accretion from the initial book value to redemption value

at the time of its Initial Public Offering and the Over-Allotment.

As such, the Company is reporting these restatements to those periods

in this Quarterly Report.

The previously presented Post-IPO Balance Sheet and Affected Quarterly Periods should no longer be relied upon.

The impact of the restatement

to the Post-IPO Balance Sheet is an increase to Class A ordinary shares subject to possible redemption of approximately $ 26.4 million,

a decrease to additional paid-in capital of $ 5.9 million, an increase to the accumulated deficit of $ 20.5 million, and the reclassification

of 2,640,808 Class A ordinary shares from permanent equity to Class A ordinary shares subject to possible redemption.

As of March 23, 2021

$ 303,847,702

Total liabilities

Class A ordinary shares subject to possible redemption

Preference shares

Class A ordinary shares

Class B ordinary shares

Additional paid-in capital

( 5,881,028 )

Retained earnings (accumulated deficit)

( 20,526,891 )

( 21,409,042 )

Total shareholders’ equity (deficit)

$ ( 26,408,080 )

$ ( 21,408,076 )

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)

$ 303,847,702

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The impact of the restatement

on the financial statements for the Affected Quarterly Periods is presented below.

The table below presents the

effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance

sheet as of March 31, 2021:

As of March 31, 2021

$ 303,677,311

Total liabilities

Class A ordinary shares subject to possible redemption

Preference shares

Class A ordinary shares

Class B ordinary shares

Additional paid-in capital

( 6,233,491 )

Retained earnings (accumulated deficit)

( 1,234,716 )

( 20,526,891 )

( 21,761,607 )

Total shareholders’ equity (deficit)

$ ( 26,760,650 )

$ ( 21,760,641 )

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)

$ 303,677,311

The table below presents the effect of the financial statement adjustments

related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from January

8, 2021 (inception) through March 31, 2021:

For the Period From January 8, 2021 (Inception) Through March 31, 2021

Cash Flows Used In Operating Activities

$ ( 1,181,799 )

Cash Flows Used In Investing Activities

$ ( 300,900,000 )

Cash Flows Provided By Financing Activities

$ 303,710,581

Supplemental Disclosure of Noncash Financing Activities:

Offering costs included in accounts payable

Offering costs included in accrued expenses

Offering costs paid by related party under promissory note

Deferred underwriting commissions in connection with the initial public offering

Initial value of Class A ordinary shares subject to possible redemption

$ 288,041,470

$ ( 288,041,470 )

Change in value of Class A ordinary shares subject to possible redemption

$ ( 14,802,120 )

The table below presents the effect of the financial statement adjustments

related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021:

As of June 30, 2021

$ 326,509,384

Total liabilities

Class A ordinary shares subject to possible redemption

Preference shares

Class A ordinary shares

Class B ordinary shares

Additional paid-in capital

( 10,946,615 )

Retained earnings (accumulated deficit)

( 5,947,861 )

( 23,029,975 )

( 28,977,836 )

Total shareholders’ equity (deficit)

$ ( 33,976,930 )

$ ( 28,976,924 )

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)

$ 326,509,384

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The table below presents the effect of the financial statement adjustments

related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from January

8, 2021 (inception) through June 30, 2021:

For the Period From January 8, 2021 (Inception) Through June 30, 2021

Cash Flows Used In Operating Activities

$ ( 1,393,953 )

Cash Flows Used In Investing Activities

$ ( 323,692,510 )

Cash Flows Provided By Financing Activities

$ 326,908,374

Supplemental Disclosure of Noncash Financing Activities:

Offering costs included in accrued expenses

Offering costs paid by related party under promissory note

Deferred underwriting commissions in connection with the initial public offering

Initial value of Class A ordinary shares subject to possible redemption

$ 288,041,470

$ ( 288,041,470 )

Change in value of Class A ordinary shares subject to possible redemption

$ ( 1,674,110 )

In connection with the change

in presentation for the Class A ordinary shares subject to possible redemption, the Company has revised its earnings per share calculation

to allocate income and losses shared pro rata between the two classes of shares.

This presentation contemplates a Business Combination

as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company.

to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share is presented below for

the Affected Quarterly Periods:

table below presents the effect of the financial statement adjustments related to the restatement discussed above to the Company’s

previously reported statement of shareholders’ equity for the period from January 8, 2021 (inception) through June 30, 2021:

For the Three Months Ended June 30, 2021 and for the Period From January 8, 2021 (Inception) through June 30, 2021

Balance - January 8, 2021 (inception)

Issuance of Class B ordinary shares to Sponsor

Sale of shares in initial public offering, less allocation to derivative warrant liabilities, gross

( 285,550,450 )

Offering costs

( 16,401,375 )

Sale of shares in initial private offering, less allocation to derivative warrant liabilities, gross

Shares subject to possible redemption

( 273,239,350 )

Accretion of Class A ordinary shares subject to possible redemption amount

( 32,854,514 )

( 1,234,716 )

Balance - March 31, 2021 (Unaudited)

$ ( 19,303,072 )

Sale of shares in initial public offering, less allocation to derivative warrant liabilities, gross (Over-allotment)

( 285,550,450 )

Offering costs

( 1,235,587 )

Shares subject to possible redemption

( 16,476,230 )

$ ( 4,713,145 )

Balance - June 30, 2021 (Unaudited)

$ ( 19,985,729 )

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

EPS for Class A ordinary shares

Form 10-Q (March 31, 2021) - For the Period From January 8, 2021 (Inception) Through March 31, 2021

$ ( 1,234,716 )

Weighted average shares outstanding

( 25,386,667 )

Basic and diluted earnings per share

Form 10-Q (June 30, 2021) - three months ended June 30, 2021

$ ( 4,713,145 )

Weighted average shares outstanding

Basic and diluted earnings per share

Form 10-Q (June 30, 2021) - For the Period From January 8, 2021 (Inception) Through June 30, 2021

$ ( 5,947,861 )

Weighted average shares outstanding

( 10,240,907 )

Basic and diluted earnings per share

EPS for Class B ordinary shares

(non-redeemable)

Form 10-Q (March 31, 2021) - For the Period From January 8, 2021 (Inception) Through March 31, 2021

$ ( 1,234,716 )

Weighted average shares outstanding

( 1,687,587 )

Basic and diluted earnings per share

Form 10-Q (June 30, 2021) - three months ended June 30, 2021

$ ( 4,713,145 )

Weighted average shares outstanding

Basic and diluted earnings per share

Form 10-Q (June 30, 2021) - For the Period From January 8, 2021 (Inception) Through June 30, 2021

$ ( 5,947,861 )

Weighted average shares outstanding

( 4,542,964 )

Basic and diluted earnings per share

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

the date of the financial statements.

The condensed financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

Growth Company

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the potential differences in accounting standards used.

preparation of financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed

financial statements.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate

of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements,

It is at least reasonably possible that

the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements,

which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

2 unchanged sentences

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents held outside the Trust Account as of September 30, 2021.

The Company had no cash equivalents as of March 31, 2022 or December 31, 2021.

Held in Trust Account

9 unchanged sentences

Trading securities

and investments in money market funds are presented on the condensed balance sheet at fair value at the end of each reporting period.

and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account

in the accompanying unaudited condensed statements of operations.

The estimated fair values of investments held in the Trust Account

are determined using available market information.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

in the accompanying condensed statements of operations.

The estimated fair values of investments held in the Trust Account are determined

using available market information.

Concentration

2 unchanged sentences

which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 , and investments held in Trust Account.

30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant

risks on such accounts.

2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks

on such accounts.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair

Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheet.

Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets.

Value Measurements

6 unchanged sentences

These consist of:

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

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices

for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Level 1, defined as observable

inputs such as quoted prices for identical instruments in active markets;

Level 2, defined as inputs

other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments

in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable

inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations

derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

9 unchanged sentences

recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement are

recognized as derivative liabilities in accordance with ASC 815.

In addition, based on management’s evaluation, the tender offer

provision fails the indexation criteria as contemplated by ASC Section 815-40-25.

As a result, the Company accounts for the Public Warrants

as a liability.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments

to fair value at each reporting period.

The liabilities are subject to re-measurement at each balance sheet date until exercised, and

any change in fair value is recognized in the Company’s condensed statements of operations.

The initial estimated fair value of

the warrants was measured using a Monte Carlo simulation.

The subsequent estimated fair value of the Public Warrants is based on the

listed price in an active market for such warrants while the fair value of the Private Placement Warrants continues to be measured using

a Monte Carlo simulation.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

warrants issued in connection with the Company’s Initial Public Offering (the “Public Warrants”) and the Private Placement

Warrants issued in connection with the Initial Public Offering and the Private Placement are recognized as derivative liabilities in

accordance with ASC 815.

In addition, based on management’s evaluation, the tender offer provision fails the indexation criteria

as contemplated by ASC Section 815-40-25.

As a result, the Company accounts for the Public Warrants as a liability.

Accordingly, the

Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period.

The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized

in the Company’s condensed statements of operations.

The initial estimated fair value of the warrants was measured using a Monte

Carlo simulation.

The subsequent estimated fair value of the Public Warrants is based on the listed price in an active market for such

warrants while the fair value of the Private Placement Warrants continues to be measured using a Monte Carlo simulation.

Costs Associated with the Initial Public Offering

22 unchanged sentences

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.

Accordingly, as of March 31, 2022 and December 31, 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 sheets.

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

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There were no unrecognized tax benefits and no amounts accrued

for interest and penalties as of September 30, 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.

for interest and penalties as of March 31, 2022 or December 31, 2021.

The Company is currently not aware of any issues under review that

could result in significant payments, accruals or material deviation from its position.

Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements

3 unchanged sentences

management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Income Per Ordinary Share

Income (Loss) Per Ordinary Share

Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has

2 unchanged sentences

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.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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.

following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary 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 (loss) per ordinary shares does not consider the effect of the Public Warrants and the Private

Placement Warrants 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.

a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended March 31,

2022 and for the period from January 8, 2021 (inception) through March 31, 2021.

Accretion associated with the redeemable

Class A ordinary shares is excluded from net income per share as the redemption value approximates fair value.

following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per

share of ordinary shares:

Three Months Ended

September 30,

For The Period From

March 31, 2022

Basic and diluted net income per ordinary share:

of net income

and diluted weighted average ordinary shares outstanding

and diluted net income per ordinary share

January 8, 2021

(Inception) through

September 30,

Basic and diluted net income per ordinary share:

Allocation of net income

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net income per ordinary share

March 31, 2021

Basic and diluted net loss per ordinary share:

$ ( 369,688 )

$ ( 865,028 )

and diluted weighted average ordinary shares outstanding

and diluted net loss per ordinary share

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

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

effect on the accompanying unaudited condensed financial statements.

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

on the accompanying unaudited condensed financial statements.

3 - Initial Public Offering

7 unchanged sentences

Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per share, subject to adjustment (see

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

4 - Private Placement

41 unchanged sentences

exist with respect to such loans.

As of September 30, 2021, the Company had no borrowings under the Working Capital Loans.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

As of March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital

Administrative

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a Business Combination or its liquidation, the Company will cease paying these monthly fees.

During the three months ended September

30, 2021 and the period from January 8, 2021 (inception) through September 30, 2021 the Company incurred $ 30,000 and $ 70,000 of such

fees, reported as general and administrative expenses - related party in the accompanying condensed statements of operations, respectively.

During the three months ended March 31,

2022 and 2021 the Company incurred $ 30,000 and $ 10,000 of such fees, reported as general and administrative expenses - related party

in the accompanying condensed statements of operations, respectively.

As of March 31, 2022 and December 31, 2021, there were $ 0 and $ 10,000

of such expenses unpaid in accounts payable on the condensed balance sheets, respectively.

6 - Commitments and Contingencies

12 unchanged sentences

option in part and purchased the Over-Allotment Units, generating gross proceeds of $ 23,692,510 .

The underwriters received a cash underwriting discount of $0.20 per Unit, or $6.5 million in the aggregate, paid upon the closing of the

underwriters received a cash underwriting discount of $0.20 per Unit, or $6.5 million in the aggregate, paid upon the closing of the

Initial Public Offering and sale of Over-Allotment Units.

In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit,

or $11.3 million in the aggregate.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account

solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

In addition, the underwriters were entitled to a deferred fee of $0.35 per

Unit, or $11.3 million in the aggregate.

The deferred fee will become payable to the underwriters from the amounts held in the Trust

Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

7 - Class A Ordinary Shares Subject to Possible Redemption

1 unchanged sentence

subject to the occurrence of future events.

As of September 30, 2021, there were 32,369,251 Class A ordinary shares subject to possible

redemption and classified outside of permanent equity in the condensed balance sheet.

Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table:

Gross proceeds from Initial Public Offering, including sale of the Over-Allotment Units

As of March 31, 2022 and December 31, 2021, there were 32,369,251 Class A ordinary shares

subject to possible redemption and classified outside of permanent equity in the condensed balance sheets.

Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table:

proceeds from Initial Public Offering, including sale of the Over-Allotment Units

$ 323,692,510

Fair value of Public Warrants at issuance

value of Public Warrants at issuance

( 15,217,550 )

Offering costs allocated to Class A ordinary shares subject to possible redemption

costs allocated to Class A ordinary shares subject to possible redemption

( 17,636,964 )

Accretion on Class A ordinary shares subject to possible redemption amount

Class A ordinary shares subject to possible redemption

on Class A ordinary shares subject to possible redemption amount

A ordinary shares subject to possible redemption

$ 323,692,510

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

8 - Shareholders’ Equity

8 - Shareholders’ Deficit

Shares - The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share.

4 unchanged sentences

adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects.

30, 2021, there were no preference shares issued or outstanding.

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

A Ordinary Shares - The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

Holders of the Company’s Class A ordinary shares are entitled to one vote for each share.

At September 30, 2021, there were 1,030,000

Class A ordinary shares issued or outstanding, excluding 32,369,251 Class A ordinary shares subject to possible redemption, which have

been classified as temporary equity (see Note 7).

At March 31, 2022 and December 31, 2021,

there were 1,030,000 Class A ordinary shares issued or outstanding, excluding 32,369,251 Class A ordinary shares subject to possible

redemption, which have been classified as temporary equity (see Note 7).

B Ordinary Shares - The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

Holders of the Class B ordinary shares are entitled to one vote for each share.

As of March 31, 2021, there were 8,625,000 Class B ordinary

shares issued and outstanding, of which an aggregate of up to 1,125,000 shares were subject to forfeiture to the extent that the underwriters’

over-allotment option was not exercised in full or in part so that the number of Founder Shares will equal 20 % of the Company’s

issued and outstanding ordinary shares after the Initial Public Offering (excluding the Private Placement Shares).

On April 7, 2021,

the underwriter exercised its over-allotment in part, and 532,687 Class B ordinary shares were subsequently forfeited.

As of March 31, 2022 and December 31, 2021, there were

8,625,000 Class B ordinary shares issued and outstanding, of which an aggregate of up to 1,125,000 shares were subject to forfeiture

to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the number of Founder Shares

will equal 20 % of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (excluding the Private

Placement Shares).

On April 7, 2021, the underwriter exercised its over-allotment in part, and 532,687 Class B ordinary shares were subsequently

holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination.

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such conversion of Founder Shares will never occur on a less than one-for-one basis.

of September 30, 2021, there were 16,184,626 and 515,000 Public Warrants and Private Placement Warrants, respectively, outstanding.

of March 31, 2022 and December 31, 2021, there were 16,184,626 and 515,000 Public Warrants and Private Placement Warrants, respectively,

Warrants may only be exercised for a whole number of shares.

10 unchanged sentences

or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Company is registering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this

25 unchanged sentences

Private Placement Warrants):

whole and not in part;

of $0.01 per warrant;

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

only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending

three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”).

in whole and not in part;

at a price of $0.01 per

upon a minimum of 30 days’

prior written notice of redemption to each warrant holder;

if, and only if, the closing

price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations,

reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days

before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”).

and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register

2 unchanged sentences

the warrants become exercisable, the Company may redeem the outstanding warrants:

and not in part;

of $0.10 per Public Warrant;

less than 30 days’ prior written notice of redemption to each warrant holder;

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

only if, the Reference Value equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading

day period ending three trading days before the Company sends the notice of redemption to the warrant holders;

in whole and not in part;

at a price of $0.10 per

Public Warrant;

upon not less than 30 days’

prior written notice of redemption to each warrant holder;

if, and only if, the Reference

Value equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three

trading days before the Company sends the notice of redemption to the warrant holders;

● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

34 unchanged sentences

following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring

basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine

such fair value.

Quoted Prices in

basis as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company

utilized to determine such fair value.

Active Markets

Significant Other

Observable Inputs

Significant Other

Unobservable Inputs

Investments held in Trust Account - Money market fund

Investments held

in Trust Account - Money market fund

$ 323,747,606

Derivative warrant liabilities - Public warrants

Derivative warrant liabilities - Private placement warrants

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Derivative warrant liabilities

- Public warrants

Derivative warrant liabilities

- Private placement warrants

Active Markets

Observable Inputs

Unobservable Inputs

held in Trust Account - Money market fund

$ 323,716,979

warrant liabilities - Public warrants

warrant liabilities - Private placement warrants

to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period.

9 unchanged sentences

Warrants continues to be measured using a Monte Carlo simulation, with level 2 inputs.

For the three months ended September 30, 2021 and for the period

from January 8, 2021 (inception) through September 30, 2021, the Company recognized a gain resulting from changes in the fair value

of derivative warrant liabilities of approximately $ 10.0 million and $ 5.4 million, respectively, which is presented in the

accompanying condensed statements of operations.

For the three months ended March 31, 2022 and

for the period from January 8, 2021 (inception) through March 31, 2021, the Company

recognized a gain and loss resulting from changes in the fair value of derivative warrant liabilities of approximately $ 5.6 million

and $ 0.3 million, which is presented in the accompanying condensed statements of operations, respectively.

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

1 unchanged sentence

Risk-free rate

change in the fair value of derivative liabilities, measured using Level 3 inputs, for the period ended September 30, 2021 is summarized

Derivative warrant liabilities at March 23, 2021 (inception)

Issuance of Public and Private Warrants

Change in fair value of derivative warrant liabilities

Derivative warrant liabilities at March 31, 2021

Issuance of Public Warrants;

over-allotment

Transfer of Public Warrants to Level 1

( 15,517,550 )

Transfer of Private Placement Warrants to Level 2

Derivative warrant liabilities at June 30, 2021

Derivative warrant liabilities at September 30, 2021

change in the fair value of derivative liabilities, measured using Level 3 inputs, for the period ended March 31, 2021 is summarized

warrant liabilities at March 23, 2021 (inception)

of Public and Private Warrants

in fair value of derivative warrant liabilities

warrant liabilities at March 31, 2021

11 - Subsequent Events

has evaluated subsequent events and transactions that occurred after the condensed balance sheet date through the date these unaudited

condensed financial statements were issued.

Based upon this review, except as noted above, the Company did not identify any subsequent

events that would have required adjustment or disclosure in the condensed financial statements.

Company has evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were

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

in the unaudited condensed financial statements.

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 1. Financial Statements