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Item 2. Management’s Discussion and Analysis

2023-08-14 compared with 2023-05-05 · 276 added, 234 removed, 5 unchanged (99% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

References to the “Company,” “our,”

“us” or “we” refer to BYTE Acquisition Corp.

The following discussion and analysis of the Company’s financial

condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto

contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below includes forward-looking

statements that involve risks and uncertainties.

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

to the “Company,” “our,” “us” or “we” refer to BYTE Acquisition Corp.

The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed

consolidated financial statements and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion

and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as

amended, and Section 21E of the Securities Exchange Act 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

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.

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”).

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

intend 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”).

Our 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.

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 (such offering, including the exercise of the over-allotment, the “Initial Public Offering”).

Simultaneously with the closing of the Initial

Public Offering, we consummated the private placement (“Private Placement”) of 1,030,000 Units (the “Private Placement

Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $10.3 million.

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”)

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.

If we are unable to complete a Business Combination

by the Extended Date, 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 Shares, which redemption will completely extinguish public

shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly

as reasonably possible following such redemption, subject to the approval of the remaining shareholders and our board of directors, dissolve

and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements

of other applicable law.

The Company had until

March 23, 2023 to consummate an initial business combination.

On March 16, 2023, the Company held an extraordinary general meeting of

shareholders (the “EGM”).

In this meeting the shareholders approved amendments to the Company’s amended and restated

memorandum and articles of association to extend the date by which the Company must complete an initial business combination from March

23, 2023 to September 25, 2023 (the “Extension” and such date, the “Extended Date”).

In connection with the EGM,

shareholders holding an aggregate of 30,006,034 shares of the Company’s Class A Ordinary Shares exercised their right to redeem

their shares for $10.20 per share of the funds held in the Company’s trust account, leaving approximately $24.1 million in the trust

account after such redemption.

Non-Redemption Agreements

On March 8, 2023, the

Company entered into non-redemption agreements (collectively, the “Non-Redemption Agreements”) with certain of its existing

shareholders (the “Non-Redeeming Shareholders”) holding Class A Ordinary Shares of the Company.

Pursuant to the Non-Redemption

Agreements, each of the Non-Redeeming Shareholders agreed to (a) not redeem 1,000,000 Class A Ordinary Shares held by them on the date

of the Non-Redemption Agreements (the “Shares”) in connection with the vote to amend the Company’s amended and restated

memorandum and articles of association to extend the date by which the Company has to consummate an initial business combination from

March 23, 2023 to September 25, 2023 and (b) vote their Shares in favor of the Extension presented by the Company for approval by its

shareholders.

In connection with the foregoing, the Company agreed to pay to each Non-Redeeming Shareholder $0.033 per Share in cash per

month through the Extended Date.

Letter of Intent

On March 10, 2023, the

Company issued a press release announcing that it has entered into a non-binding letter of intent (“LOI”) for a business combination

with Airship AI Holdings, Inc.

(“Airship AI”).

Airship AI, a robust AI-driven edge video, sensor and data management platform

for government agencies and enterprises that gathers unstructured data from surveillance cameras and sensors, applies artificial intelligence

(“AI”) analytics, and provides visualization tools to improve decision making in mission critical environments.

terms of the LOI, the Company and Airship AI would become a combined entity, with Airship AI’s existing equity holders rolling 100%

of their equity into the combined public company.

The proposed transaction values Airship AI at an enterprise value of $290 million.

Company expects to announce additional details regarding the proposed business combination when a definitive merger agreement is executed.

Class B Conversion

Effective as of March 27, 2023, pursuant to the terms of the amended

and restated memorandum and articles of association after the EGM, the Sponsor elected to convert each outstanding Class B ordinary share

held by it on a one-for-one basis into Class A ordinary shares of the Company, with immediate effect.

Results of Operations

Our entire activity since inception through March

31, 2023 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 in any operations nor generated any revenues to date.

We will not generate any operating revenues until after completion of our initial Business Combination.

We will generate non-operating

income in the form of interest income on cash and cash equivalents.

We expect to incur increased expenses as a result of being a public

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

For the three months ended March 31, 2023, we

had net income of $1,163,141, which primarily consisted of interest earned from investments held in the Trust Account of $2,998,349 and

interest income from bank account of $9,275, offset by $675,589 of losses from operations and a noncash loss of $1,168,894 resulting from

changes in fair value of derivative warrant liabilities.

For the three months ended March 31, 2022, we

had net income of $5,255,353, which primarily consisted of interest earned from investments held in the Trust Account of $30,627 and a

noncash gain of $5,573,010 resulting from changes in fair value of derivative warrant liabilities, offset by $348,284 of losses from operations.

Liquidity, Capital Resources and Going Concern

Consideration

As of March 31, 2023, we had cash of $568,236.

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

of the Initial Public Offering had been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on our behalf

in exchange for the issuance of the Founder Shares (as defined below), a loan under a note agreement from our Sponsor of approximately

$149,000 (the “Note”), and the net proceeds from the consummation of the Private Placement not held in the Trust Account.

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

On March 23, 2021, we consummated our

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

with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 1,030,000

Units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of

$10.3 million.

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.

However, to mitigate the risk of us being deemed

to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment

Company Act), on February 10, 2023, we instructed Continental Stock Transfer & Trust Company to liquidate the U.S.

government treasury

obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing

demand deposit account until the earlier of consummation of a Business Combination or liquidation.

we are unable to complete a Business Combination by the Extended Date (as defined below), 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

Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive

further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval

of the remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman

Islands law to provide for claims of creditors and the requirements of other applicable law.

initially had until March 23, 2023 to consummate an initial business combination.

On March 16, 2023, we held an extraordinary general

meeting (the “EGM”).

In this meeting the shareholders approved amendments to our amended and restated memorandum and articles

of association to extend the date by which we must complete an initial business combination from March 23, 2023 to September 25, 2023

(the “Extension” and such date, the “Extended Date”) and to provide for the right of a holder of our Class B

Ordinary Shares to convert into Class A Ordinary Shares on a one-for-one basis prior to the closing of a Business Combination.

In connection

with the EGM, shareholders holding an aggregate of 30,006,034 shares of our Class A Ordinary Shares exercised their right to redeem their

shares for $10.20 per share of the funds held in our Trust Account, leaving approximately $24.1 million in the Trust Account after such

Subsequently, it was determined that the redemption value per share was approximately $10.22 per share, or an aggregate total

of $306,691,945 of the funds held in the Trust Account resulting in a secondary distribution to the redeeming shareholders of approximately

$0.02 per share, or an aggregate total of $584,958.

Non-Redemption

March 8, 2023, we entered into non-redemption agreements (collectively, the “Extension Non-Redemption Agreements”) with certain

of its existing shareholders (the “Non-Redeeming Shareholders”) holding Class A Ordinary Shares.

Pursuant to the Extension

Non-Redemption Agreements, each of the Non-Redeeming Shareholders agreed to (a) not redeem 1,000,000 Class A Ordinary Shares held by

them on the date of the Extension Non-Redemption Agreements (the “Shares”) in connection with the vote to amend our amended

and restated memorandum and articles of association to extend the date by which we have to consummate an initial business combination

from March 23, 2023 to September 25, 2023 and (b) vote their Shares in favor of the Extension presented by us for approval by its shareholders.

In connection with the foregoing, we agreed to pay to each Non-Redeeming Shareholder $0.033 per Share in cash per month through the Extended

to the Merger Agreement (as defined below), we agreed to enter into Non-Redemption Agreements with certain investors pursuant to which

such investors will commit to hold or acquire, as applicable, and not to redeem an aggregate of $7 million of our Class A ordinary shares

in connection with the Merger (as defined below), on the terms and subject to the conditions set forth in these agreements.

August 1, 2023, we entered into a non-redemption agreement (“Non-Redemption Agreement”) with our Sponsor.

Pursuant to the

Non-Redemption Agreement, our Sponsor agreed to acquire from our shareholders $6 million in aggregate value of our Public Shares, either

in the open market or through privately negotiated transactions, at a price no higher than the redemption price per share payable to

public shareholders who exercise redemption rights with respect to their Public Shares, prior to the closing date of the Business Combination,

to waive its redemption rights and hold the Public Shares through the closing date of the Business Combination, and to abstain from voting

and not vote the Public Shares in favor of or against the Business Combination.

As consideration for the Non-Redemption Agreement, we

agreed to pay the Sponsor $0.033 per Public Share per month, which will begin accruing on the date that is three days after the date

of the Non-Redemption Agreement and terminate on the earlier of the closing date of the Business Combination, the termination of the

Merger Agreement, or the Outside Closing Date (as defined in the Merger Agreement).

Additionally,

on August 1, 2023, we entered into a Non-Redemption Agreement with one of the Non-Redeeming Shareholders holding Public Shares, pursuant

to which the Non-Redeeming Shareholder agreed not to redeem $1 million in aggregate value of Public Shares held by it on the date of

the Non-Redemption Agreement in connection with the Business Combination.

June 27, 2023, we entered into a merger agreement, by and among us, BYTE Merger Sub Inc, (“Merger Sub”), and Airship AI Holdings,

Inc., a Washington corporation (“Airship AI”) (as it may be amended and/or restated from time to time, the “Merger

Support Agreement

connection with the execution of the Merger Agreement, we entered into a support agreement (the “Parent Support Agreement”)

with the Sponsor and Airship AI, pursuant to which the Sponsor agreed to, among other things, vote all of its shares in favor of the

various proposals related to the Business Combination and the Merger Agreement and any other matters necessary or reasonably requested

by us for consummation of the Business Combination.

The Sponsor has also agreed (a) to forfeit 1,000,000 of our Class A ordinary shares

owned by the Sponsor on the Closing Date and (b) to contribute 2,600,000 of our Class A ordinary shares owned by the Sponsor to secure

the Non-Redemption Agreements and/or the PIPE financing.

The Parent Support Agreement also provides that the Sponsor Shares will be subject

to a lock-up for a period of 180 days following the Closing.

Support Agreement

connection with the execution of the Merger Agreement, we entered into a support agreement (the “Company Support Agreement”)

with the Airship AI and certain shareholders of the Airship AI.

as of March 27, 2023, pursuant to the terms of the amended and restated memorandum and articles of association after the EGM, the Sponsor

elected to convert each outstanding Class B ordinary share held by it on a one-for-one basis into Class A ordinary shares of the Company,

with immediate effect.

June 26, 2023, the Company issued one Class B ordinary share for no consideration to assist with administrative function.

of Operations

entire activity since inception through June 30, 2023 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

in any operations nor generated any revenues to date.

We will not generate any operating revenues until after completion of our initial

Business Combination.

We will generate non-operating income in the form of interest income on cash and cash equivalents.

incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),

as well as for due diligence expenses.

the three months ended June 30, 2023, we had net loss of approximately $1.8 million, which primarily consisted of approximately $1.9

million of losses from operations and a noncash loss of approximately $334,000 resulting from changes in fair value of derivative warrant

liabilities, offset by interest earned from investments held in the Trust Account of approximately $415,000 and interest income from

the bank account of approximately $6,000.

the six months ended June 30, 2023, we had net loss of approximately $657,000, which primarily consisted of approximately $2.5 million

of losses from operations and a noncash loss of approximately $1.5 million resulting from changes in fair value of derivative warrant

liabilities, offset by of interest earned from investments held in the Trust Account of approximately $3.4 million and interest income

from the bank account of approximately $15,000.

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 parties.

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 parties.

Capital Resources and Going Concern Consideration

of June 30, 2023, we had cash of $213,892.

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

to cover certain expenses on our behalf in exchange for the issuance of the Founder Shares (as defined below), a loan under a note agreement

from our Sponsor of approximately $149,000 (the “Note”), and the net proceeds from the consummation of the Private Placement

not held in the Trust Account.

We fully repaid the Note on March 25, 2021.

In addition, in order to finance transaction costs in connection with a Business Combination,

our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working

capital loans.

In addition, in order to finance transaction costs in connection

with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated

to, provide us working capital loans.

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

In 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.

Management continues to seek to complete a Business Combination within the Combination Period.

No adjustments have been

made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Extended Date.

The financial

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

Contractual Obligations

We 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.

We 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.

The 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.

Critical Accounting Policies

The preparation of financial statements and related

disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates

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

of the financial statements, and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

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 liquidity condition and mandatory liquidation and subsequent dissolution

raises substantial doubt about the Company’s ability to continue as a going concern.

Management continues to seek to complete a

Business Combination within the Combination Period.

No adjustments have been made to the carrying amounts of assets or liabilities should

the Company be required to liquidate after the Extended Date.

The financial statements do not include any adjustment that might be necessary

if the Company is unable to continue as a going concern.

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

to pay Sagara Group, LLC, which is a company controlled by Mr.

Gloor, a monthly fee of $10,000 for office space, utilities and secretarial,

and administrative and support services.

We 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.

On May 30, 2023, the underwriters waived their entitlement to receive payment of the deferred

underwriting commissions of $11,329,238, that was to be paid under the terms of the underwriting agreement, in the event of closing of

a business combination with Airship AI.

Accounting Policies

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United

States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure

of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

results could materially differ from those estimates.

We have identified the following critical accounting policy:

Derivative Warrant Liabilities

We 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 FASB 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.

The 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.

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 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.

Class A ordinary shares subject to possible

We account for our Class A ordinary shares subject

to possible redemption in accordance with the guidance in ASC 480.

Class A ordinary shares subject to mandatory redemption (if any) is

classified as liability instruments and are measured at fair value.

Conditionally redeemable Class A ordinary shares (including Class

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 shareholders’ 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 March 31, 2023

and December 31, 2022, 2,363,217 and 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 our balance sheet.

Effective with the closing of the Public Offering

(including sale of the Over-Allotment Units), we 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 deficit.

Net Income per ordinary share

We have two classes of shares, which are referred to as Class A ordinary

shares subject to possible redemption and non-redeemable 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.

The calculation of diluted net income per ordinary

shares does not consider the effect of the warrants issued in connection with the 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.

a result, diluted net income per share is the same as basic net income per share for the period ended March 31, 2023 and December 31,

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

Recent Accounting Standards

In June 2016, the FASB issued Accounting Standards

Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

Instruments (“ASU 2016-13”).

This update requires financial assets measured at amortized cost basis to be presented at the

net amount expected to be collected.

The measurement of expected credit losses is based on relevant information about past events, including

historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.

Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies.

The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early

adoption permitted.

Warrant Liabilities

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 FASB 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 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

A ordinary shares subject to possible redemption

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

Class A ordinary shares

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

Conditionally redeemable

Class A ordinary shares (including Class ordinary shares that feature 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

At all other times, Class A ordinary shares are classified as shareholders’ 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 June 30, 2023 and December 31, 2022, 2,363,217 and 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 our balance sheet.

with the closing of the Public Offering (including sale of the Over-Allotment Units), we 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 deficit.

(Loss) Income per ordinary share

have two classes of shares, which are referred to as Class A ordinary shares subject to possible redemption and non-redeemable Class

A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of shares.

Net (loss) income

per ordinary share is calculated by dividing the net (loss) income by the weighted average of ordinary shares outstanding for the respective

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

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 (loss) 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 (loss) income per share is the same as basic net (loss)

income per share for the period ended June 30, 2023 and December 31, 2022.

Accretion associated with the redeemable Class A ordinary

shares is excluded from net (loss) income per share as the redemption value approximates fair value.

Accounting Standards

June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses

Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”).

This update requires financial assets

measured at amortized cost basis to be presented at the net amount expected to be collected.

The measurement of expected credit losses

is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable

forecasts that affect the collectability of the reported amount.

Since June 2016, the FASB issued clarifying updates to the new standard

including changing the effective date for smaller reporting companies.

The guidance is effective for fiscal years beginning after December

15, 2022, and interim periods within those fiscal years, with early adoption permitted.

The Company adopted ASU 2016-13 on January 1,

The adoption of ASU 2016-13 did not an impact on its financial

Management does not believe that any other recently

issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Off-Balance Sheet Arrangements and Contractual

As of March 31, 2023, 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

the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth

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

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

We are a smaller reporting company as defined

by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

The adoption of ASU 2016-13 did not have an impact on its financial statements.

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

effect on our financial statements.

Sheet Arrangements and Contractual Obligations

of June 30, 2023, 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,

we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

to certain conditions set forth 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 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

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

required under this item.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis