What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2022-11-07 compared with 2022-08-12 · 76 added, 70 removed, 103 unchanged (59% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

Management’s Discussion and

Analysis of Financial Condition and Results of Operations.

References to the “Company,” “our,”

5 unchanged sentences

statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

Cautionary Note Regarding Forward-Looking

This Quarterly Report on Form 10-Q includes forward-looking

1 unchanged sentence

of 1934, as amended (the “Exchange Act”).

We have based these forward-looking statements on our current expectations and projections

about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that

may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels

of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking

statements by terminology such as “may,” “should,” “could,” “would,” “expect,”

“plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of

such terms or other similar expressions.

Such statements include, but are not limited to, possible business combinations and the financing

thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q.

that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange

Commission (“SEC”) filings.

We are a blank check company incorporated on January

8, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

reorganization or similar business combination with one or more businesses or entities (the “Business Combination”), that

we have not yet identified.

While we may pursue an initial business combination target in any business or industry, we intent to focus

our search for targets in the Israeli technology industry, including those engaged in cybersecurity, automotive technology, fintech, enterprise

software, cloud computing, semiconductors, medical technology, AI and robotics and that offer a differentiated technology platform and

We have based these forward-looking statements on our current expectations and

projections about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions

about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future

results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you

can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,”

“expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,”

or the negative of such terms or other similar expressions.

Such statements include, but are not limited to, possible business combinations

and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in

this Form 10-Q.

Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our

other Securities and Exchange Commission (“SEC”) filings.

We are a blank check company incorporated on

January 8, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share

purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”),

that we have not yet identified.

While we may pursue an initial business combination target in any business or industry, we intent to

focus our search for targets in the Israeli technology industry, including those engaged in cybersecurity, automotive technology, fintech,

enterprise software, cloud computing, semiconductors, medical technology, AI and robotics and that offer a differentiated technology

platform and products.

Our sponsor is Byte Holdings LP, a Cayman Islands exempted limited partnership (our “Sponsor”).

1 unchanged sentence

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”),

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

7 unchanged sentences

Upon 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”)

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”

1 unchanged sentence

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.

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.

If we are unable to complete a Business Combination

within 24 months from the closing of the Initial Public Offering, or March 23, 2023, we will (i) cease all operations except for the purpose

of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public

Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest

within 24 months from the closing of the Initial Public Offering, or March 23, 2023, we will (i) cease all operations except for the

purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding

Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest

earned (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public

4 unchanged sentences

Results of Operations

Our entire activity since inception through June

Our entire activity since inception through September

30, 2022 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering,

6 unchanged sentences

company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2022, we had

net income of approximately $1.9 million, which primarily consisted of a noncash gain of approximately $1.8 million resulting from changes

in fair value of derivative warrant liabilities and income from investments held in the Trust Account of approximately $424,000, partially

offset by approximately $288,000 of general and administrative expenses, including $30,000 of general and administrative expenses to related

For 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

For the six months ended June 30, 2022, we had

net income of approximately $7.2 million, which primarily consisted of a noncash gain of approximately $7.4 million resulting from changes

in fair value of derivative warrant liabilities and income from investments held in the Trust Account of approximately $455,000, partially

offset by approximately $637,000 of general and administrative expenses, including $60,000 of general and administrative expenses to related

For the three months ended September 30, 2022,

we had net income of approximately $1.5 million, which primarily consisted of a noncash gain of approximately $0.3 million resulting

from changes in fair value of derivative warrant liabilities and income from investments held in the Trust Account of approximately $1.4

million, partially offset by approximately $268,000 of general and administrative expenses, including $30,000 of general and administrative

expenses to related parties.

For 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.

For the nine months ended September 30, 2022,

we had net income of approximately $8.7 million, which primarily consisted of a noncash gain of approximately $7.7 million resulting

from changes in fair value of derivative warrant liabilities and income from investments held in the Trust Account of approximately $1.9

million, partially offset by approximately $905,000 of general and administrative expenses, including $90,000 of general and administrative

expenses to related parties.

For 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.

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.

Liquidity and Going Concern

As of June 30, 2022, we had cash of $1.3 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.

As of September 30, 2022, we had cash of $1.2

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.

Our liquidity needs prior to the consummation

42 unchanged sentences

There have been no significant changes in the application of

our critical accounting policies during the six months ended June 30, 2022.

our critical accounting policies during the nine months ended September 30, 2022.

Recent Accounting Standards

2 unchanged sentences

Off-Balance Sheet Arrangements and Contractual

As of June 30, 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.

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.

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.

As of September 30, 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.

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.

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, we are in the process of evaluating

2 unchanged sentences

in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions 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 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

other things, (i) provide an auditor’s attestation report on our system of internal controls over 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

8 unchanged sentences

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