What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-05-12 compared with 2021-11-18 · 81 added, 131 removed, 72 unchanged (75% of the section changed)

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partnership (our “Sponsor”).

registration statement for our initial public offering (the “Initial Public Offering”) was declared effective on March 17,

On March 23, 3021, we consummated its Initial Public Offering of 30,000,000 units (the “Units” and, with respect to

the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross

proceeds of $300.0 million, and incurring offering costs of approximately $17.2 million, inclusive of approximately $10.5 million in

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.

registration statement for our initial public offering was declared effective on March 17, 2021.

On March 23, 2021, we consummated its

Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the

Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring

offering costs of approximately $17.2 million, inclusive of approximately $10.5 million in deferred underwriting commissions.

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 (such offering, including the exercise of the over-allotment, the

“Initial Public Offering”).

Simultaneously

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$10.3 million.

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

of the Units in the Initial Public Offering and certain of proceeds of the Private Placement were placed in a trust account (“Trust

Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government

securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money

market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

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

of the net proceeds of the sale of the Units in the Initial Public Offering and certain of proceeds of the Private Placement were placed

in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in

United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity

of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act

which invest only in direct U.S.

government treasury obligations, as determined by us, until the earlier of:

(i) the completion of a Business Combination and (ii) the

distribution of the Trust Account to the shareholders.

(i) the completion of a

Business Combination and (ii) the distribution of the Trust Account to the shareholders.

we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 23, 2023,

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of Operations

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.

entire activity since inception through March 31, 2022 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 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

the three months ended March 31, 2022, we had net income of approximately $5.3 million, which primarily consisted of a noncash gain of

approximately $5.6 million resulting from changes in fair value of derivative warrant liabilities and income from investments held in

the Trust Account of approximately $31,000, partially offset by approximately $318,000 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 September 30, 2021, we had approximately $1.7 million in our operating bank account and working capital of approximately $2.5 million.

the period from January 8, 2021 (inception) through March 31, 2021, we had net loss of approximately $1.2 million, which primarily consisted

of a noncash loss of approximately $295,000 resulting from changes in fair value of derivative liabilities, approximately $163,000 general

and administrative expenses and a non-operating expense of approximately $778,000 related to offering costs for derivative liabilities,

partially offset by income from investments held in the Trust Account of $721.

and Going Concern

of March 31, 2022, we had cash of $1.5 million.

Until the consummation of the Public Offering, our only source of liquidity was an initial

purchase of ordinary shares and private placement units by the Sponsor and loans from our Sponsor.

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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To date, there were no amounts outstanding under any working capital loans.

on the foregoing, management believes that we will have sufficient working capital and borrowing capacity from our Sponsor or an affiliate

of our Sponsor, or our officers and directors to meet our needs through the earlier of the consummation of a Business Combination or

one year from this filing.

Over this time period, we 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

continue 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 unaudited condensed financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term

liabilities, other than an administrative services agreement to pay our Sponsor $10,000 per month for office space, utilities, secretarial

and administrative support services provided to us.

connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards

Board’s (“FASB”) Accounting Standards Codification (“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 unaudited condensed financial statements do not

include any adjustment that might be necessary if the Company is unable to continue as a going concern.

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

the date of the balance sheet.

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

outcome of this uncertainty.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than, an agreement

to pay the Sponsor a monthly fee of $10,000 for office space, utilities and secretarial, and administrative and support services.

began incurring these fees on March 23, 2021 and will continue to incur these fees monthly until the earlier of the completion of the

Business Combination and our liquidation.

underwriters are entitled to a deferred fee of $0.35 per Unit, or $11,329,238 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 we complete a Business Combination, subject to

the terms of the underwriting agreement.

Accounting Policies

management’s discussion and analysis of our financial condition and results of operations is based on our financial statements,

which have been prepared in accordance with accounting principles generally accepted in the United States of America.

The preparation

of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues

and expenses and the disclosure of contingent assets and liabilities in our unaudited condensed financial statements.

On an ongoing basis,

we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses.

our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the

circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are

not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions.

have identified the following as its critical accounting policies:

do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

We evaluate all of our financial

instruments, including issued stock purchase warrants and forward purchase agreements, to determine if such instruments are derivatives

or contain features that qualify as embedded derivatives, pursuant to the Financial Accounting Standards Board (“FASB”) Accounting

Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and

FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

The classification of derivative instruments, including

whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

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

in accordance with ASC 815.

Accordingly, we recognize 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.

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.

preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.

summary of our significant accounting policies is included in Note 2 to our condensed financial statements in Part I, Item 1 of this

Quarterly Report.

Certain of our accounting policies are considered critical, as these policies are the most important to the depiction

of our financial statements and require significant, difficult or complex judgments, often employing the use of estimates about the effects

of matters that are inherently uncertain.

Such policies are summarized in the Management’s Discussion and Analysis of Financial

Condition and Results of Operations section in our 2021 Annual Report on Form 10-K filed with the SEC on April 6, 2022.

There have been

no significant changes in the application of our critical accounting policies during the three months ended March 31, 2022.

Accounting Standards

Note 2 to the unaudited condensed financial statements included in Part I, Item 1 of this Quarterly Report for a discussion of recent

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 condensed financial statements.

Sheet Arrangements

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

reporting requirements for qualifying public companies.

We qualify as an “emerging growth company” and under the JOBS Act

are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised

accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company

effective dates.

Sheet Arrangements and Contractual Obligations

of March 31, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not

have any commitments or contractual obligations.

JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies.

as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements

based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting

standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such

standards is required for non-emerging growth companies.

As a result, our financial statements may not be comparable to companies that

comply with new or revised accounting pronouncements as of public company effective dates.

Additionally,

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we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over

financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth

public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted

by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about

the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items

such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee

compensation.

These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until

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

financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required

of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement

that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional

information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation

related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation

to median employee compensation.

These exemptions will apply for a period of five years following the completion of our Initial Public

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

Quantitative and Qualitative Disclosures About Market Risk

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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