What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-11-20 compared with 2023-08-18 · 216 added, 227 removed, 46 unchanged (91% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

References in this report to “we,” “us” or

the “Company” refer to Oxus Acquisition Corp.

References to our “management” or our “management team”

refer to our officers and directors, and references to the “Sponsor” refer to Oxus Capital Pte.

The following discussion

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

This Quarterly Report includes “forward-looking statements”

within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts, and involve risks and uncertainties

that could cause actual results to differ materially from those expected and projected.

All statements, other than statements of historical

fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of

Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans

and objectives of management for future operations, are forward-looking statements.

Words such as “anticipate,” “believe,”

“continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,”

“plan,” “possible,” “potential,” “predict,” “project,” “should,”

“would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on

information currently available.

A number of factors could cause actual events, performance or results to differ materially from the events,

performance and results discussed in the forward-looking statements.

For information identifying important factors that could cause actual

results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of our

Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”) filed with the U.S.

Securities and

Exchange Commission (the “SEC”) on March 31, 2023, as well as Item 1A, Part II of this Quarterly Report.

The Company’s

securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable

securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result

of new information, future events or otherwise.

We are a blank check company incorporated in the Cayman Islands on

February 3, 2021 for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar

Business Combination with one or more businesses (a “Business Combination”).

We intend to effectuate our initial Business

Combination using cash from the proceeds of our Initial Public Offering and the sale of the Private Warrants, our shares, debt or a combination

of cash, equity and debt.

We expect to continue to incur significant costs in the pursuit of

our acquisition plans.

We cannot assure you that our plans to complete a Business Combination will be successful.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

in this report to “we,” “us” or the “Company” refer to Oxus Acquisition Corp.

References to our “management”

or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Oxus Capital

The following discussion and analysis of the Company’s financial condition and results of operations should be read in

conjunction with the 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.

Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as

amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected

and projected.

All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements

in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s

financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.

Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”

“intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”

“project,” “should,” “would” and variations thereof and similar words and expressions are intended

to identify such forward-looking statements.

Such forward-looking statements relate to future events or future performance, but reflect

management’s current beliefs, based on information currently available.

A number of factors could cause actual events, performance

or results to differ materially from the events, performance and results discussed in the forward-looking statements.

For information

identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements,

please refer to the Risk Factors section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form

10-K”) filed with the U.S.

Securities and Exchange Commission (the “SEC”) on March 31, 2023, as well as Item 1A, Part

II of this Quarterly Report.

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or

revise any forward-looking statements whether as a result of new information, future events or otherwise.

We are a blank check company incorporated in the

Cayman Islands on February 3, 2021 for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization

or similar Business Combination with one or more businesses (a “Business Combination”).

We intend to effectuate our initial

Business Combination using cash from the proceeds of our initial public offering (the “Initial Public Offering”) and the sale

of the private warrants (the “Private Warrants”), our shares, debt or a combination of cash, equity and debt.

expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete

a Business Combination will be successful.

Combination Agreement

On February 23, 2023, we entered into a Business

Combination Agreement with 1000397116 Ontario Inc., a corporation incorporated under the laws of the Province of Ontario, Canada and a

wholly-owned subsidiary of Oxus (“Newco”), and Borealis Foods Inc., a corporation incorporated under the laws of Canada (“Borealis”)

(as may be amended and restated from time to time, the “Business Combination Agreement”).

The Business Combination Agreement

On February 23, 2023, we entered into a Business Combination Agreement

with 1000397116 Ontario Inc., a corporation incorporated under the laws of the Province of Ontario, Canada and a wholly-owned subsidiary

of Oxus (“Newco”), and Borealis Foods Inc., a corporation incorporated under the laws of Canada (“Borealis”) (as

may be amended and restated from time to time, the “Business Combination Agreement”).

The Business Combination Agreement was

unanimously approved by Oxus’ and Borealis’ respective board of directors.

was unanimously approved by Oxus’ and Borealis’ respective board of directors.

Pursuant to the Business Combination Agreement,

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Report on Form 8-K filed with the SEC on March 1, 2023.

At the Extraordinary General Meeting held on March 2, 2023, our shareholders

approved (1) a special resolution (the “Extension Proposal”) to amend our Amended and Restated Memorandum and Articles of

Association (the “Charter”) to extend the date that we have to consummate a business combination from March 8, 2023 to December

8, 2023, or such earlier date as determined by our board of directors (the “Extended Date”) and (2) a special resolution (the

“Founder Share Amendment Proposal”) to amend the Charter to provide for the right of a holder of the Class B ordinary shares

to convert into the Class A ordinary shares on a one-for-one basis prior to the closing of a business combination at the election of such

In connection with the votes to approve the Extension Proposal and the Founder Share Amendment Proposal, the holders of 15,300,532

Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately

$10.41 per share, for an aggregate redemption amount of approximately $159.34 million, leaving approximately $20.3 million in our trust

As of June 30, 2023, the Company had $21.13 million of marketable securities held in Trust Account.

Conversion of Class B Ordinary Shares

On April 5, 2023, in accordance with the provisions of the second amended

and restated memorandum and articles of association of the Company, our sponsor exercised its right to convert 1,500,000 shares of Class

B ordinary shares, par value $0.0001 per share, of the Company into 1,500,000 shares of Class A ordinary shares, par value $0.0001 per

share, of the Company on a one-for-one basis.

As of June 30, 2023, following conversion, there were 6,561,968 ordinary

shares of the Company issued and outstanding, consisting of 3,749,468 Class A ordinary shares and 2,812,500 Class B ordinary shares.

Results of Operations

We have neither engaged in any operations nor generated any revenues

Our only activities from February 3, 2021 (inception) through June 30, 2023, were related to the Company’s formation and

the Initial Public Offering, and since the offering identifying and evaluating prospective acquisition targets for a Business Combination.

We do not expect to generate any operating revenues until after the completion of our Business Combination.

We expect to generate non-operating

income in the form of interest income or dividend income on marketable securities held after the Initial Public Offering.

We incur expenses

as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence

For the three months ended June 30, 2023, we had a net loss of $0.45

million, which consisted of dividend income of $0.25 million, offset by operating expenses of $0.70 million.

For the three months ended June 30, 2022, we

had a net loss of $0.29 million, which consisted of dividend income of $0.25 million, offset by operating expenses of $0.54 million.

For the six months ended June 30, 2023, we had a net loss of $1.18

million, which consisted of dividend income of $1.64 million, offset by operating expenses of $2.82 million.

For the six months ended June 30, 2022, we had a net loss of $0.84

million, which consisted of dividend income of $0.26 million, offset by operating expenses of $1.10 million.

Liquidity and Going Concern

Until the consummation of the Initial Public Offering, our only source

of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from the Sponsor.

At the extraordinary general meeting held on March 2, 2023 (the “Extraordinary

General Meeting”), our shareholders approved (1) a special resolution (the “Extension Proposal”) to amend our Amended

and Restated Memorandum and Articles of Association, as amended (the “Charter”) to extend the date that we have to consummate

a business combination from March 8, 2023 to December 8, 2023, or such earlier date as determined by our board of directors (and (2) a

special resolution (the “Founder Share Amendment Proposal”) to amend the Charter to provide for the right of a holder of the

Class B ordinary shares to convert into the Class A ordinary shares on a one-for-one basis prior to the closing of a business combination

at the election of such holder.

In connection with the votes to approve the Extension Proposal and the Founder Share Amendment Proposal,

the holders of 15,300,532 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption

price of approximately $10.41 per share, for an aggregate redemption amount of approximately $159.34 million, leaving approximately $20.3

million in our trust account (the “Trust Account”).

As of September 30, 2023, the Company had $21.53 million of marketable

securities held in Trust Account.

of Class B Ordinary Shares

On April 5, 2023, in accordance with the provisions

of the Charter, our Sponsor exercised its right to convert 1,500,000 shares of Class B ordinary shares, par value $0.0001 per share, of

the Company into 1,500,000 shares of Class A ordinary shares, par value $0.0001 per share, of the Company on a one-for-one basis.

of September 30, 2023, following conversion, there were 6,561,968 ordinary shares of the Company issued and outstanding, consisting of

3,749,468 Class A ordinary shares (of which 1,949,468 shares are redeemable) and 2,812,500 Class B ordinary shares.

of Operations

have neither engaged in any operations nor generated any revenues to date.

Our only activities from February 3, 2021 (inception) through

September 30, 2023, were related to the Company’s formation and the Initial Public Offering, and since the offering identifying

and evaluating prospective acquisition targets for a Business Combination.

We do not expect to generate any operating revenues until

after the completion of our Business Combination.

We expect to generate non-operating income in the form of interest income or dividend

income on marketable securities held after the Initial Public Offering.

We incur 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 September 30, 2023, we had a net loss of $0.92 million, which consisted of dividend income of $0.27 million and interest income of $957,

offset by operating expenses of $1.20 million.

the three months ended September 30, 2022, we had a net loss of $0.23 million, which consisted of dividend income of $0.80 million, interest

income of $1,787, foreign exchange gains of $12,884, offset by operating expenses of $1.04 million.

the nine months ended September 30, 2023, we had a net loss of $2.10 million, which consisted of dividend income of $1.92 million and interest income of $4,257,

offset by operating expenses of $4.01 million and foreign exchange loss of $9,120.

the nine months ended September 30, 2022, we had a net loss of $1.07 million, which consisted of dividend income of $1.06 million, interest

income of $1,787, foreign exchange gains of $12,884 offset by operating expenses of $2.14 million.

and Going Concern

the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of ordinary shares by the Sponsor

and loans from the Sponsor.

On September 8, 2021, the Company consummated the Initial Public Offering

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in a private placement to Sponsor and the underwriters, generating gross proceeds of $0.90 million.

Following the Initial Public Offering and the private placement, a

total of $175.95 million was placed in the Trust Account (at $10.20 per Unit).

We incurred $4.15 million in transaction costs, including

$3.45 million of underwriting fees and $0.70 million of other offering costs.

For the six months ended June 30, 2023, cash

used in operating activities was $1.33 million.

A net loss of $1.18 million was offset by the dividend income earned on marketable

securities held in Trust account of $1.64 million.

Changes in operating assets and liabilities provided $1.49 million of total cash

for operating activities.

For the six months ended June 30, 2022, cash used in operating activities

was $0.40 million.

Net loss of $0.84 million was offset by the dividend received of $0.26 million.

Changes in operating assets and liabilities

provided $0.71 million of total cash for operating activities.

As of June 30, 2023, and December 31, 2022, we had marketable securities

held in Trust Account of $21.13 million and $178.53 million respectively.

We intend to use substantially all of the funds held in the

Trust Account, including any amounts representing dividend income earned on the Trust Account to complete our Business Combination.

the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining

proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make

other acquisitions and pursue our growth strategies.

As of June 30, 2023, and December 31, 2022, we had cash of $2,479 and

$0.68 million outside of the Trust Account, respectively.

We intend to use the funds held outside the Trust Account primarily to identify

and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants

or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements

of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or 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, loan us funds as may be required.

If we complete a Business Combination, we may repay such loaned amounts out

of the proceeds of the Trust Account released to us.

In the event that a Business Combination does not close, we may use a portion of

the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used

for such repayment.

Up to $1,500,000 of such loans may be convertible into Private Warrants, at a price of $1.00 per warrant, at the option

of the lender.

the Initial Public Offering and the private placement, a total of $175.95 million was placed in the Trust Account (at $10.20 per Unit).

We incurred $4.15 million in transaction costs, including $3.45 million of underwriting fees and $0.70 million of other offering costs.

For the nine months ended September 30,

2023, cash used in operating activities was $1.94 million.

A net loss of $2.10 million was offset by the dividend income earned on

marketable securities held in Trust Account of $1.92 million and foreign exchange loss of $9,120.

Changes in operating assets and

liabilities provided $2.06 million of total cash for operating activities.

the nine months ended September 30, 2022, cash used in operating activities was $0.67 million.

Net loss of $1.07 million was offset by

the dividend received of $1.06 million and foreign exchange gain of $12,884.

Changes in operating assets and liabilities provided $1.47

million of total cash for operating activities.

of September 30, 2023, and December 31, 2022, we had marketable securities held in Trust Account of $21.53 million and $178.53 million

respectively.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing dividend

income earned on the Trust Account to complete our Business Combination.

To the extent that our capital stock or debt is used, in whole

or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working

capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

of September 30, 2023, and December 31, 2022, we had cash of $0.07 million and $0.68 million outside of the Trust Account,

respectively.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses,

perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of

prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective

target businesses, and structure, negotiate and complete a Business Combination.

order to fund working capital deficiencies or 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, loan us funds as may be required.

we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us.

event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay

such loaned amounts, but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible

into Private Warrants, at a price of $1.00 per warrant, at the option of the lender.

The warrants would be identical to the Private Warrants.

Until the consummation of a Business Combination, the Company will

be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence

on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating

and consummating the Business Combination.

The Company will need to raise additional capital through loans or

additional investments from its Sponsor, shareholders, officers, directors, or third parties.

The Company’s officers, directors

and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable

in their sole discretion, to meet the Company’s working capital needs.

Accordingly, the Company may not be able to obtain additional

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity,

which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and

reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable

terms, if at all.

the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating

prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting

the target business to acquire, and structuring, negotiating and consummating the Business Combination.

Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors,

or third parties.

The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time

to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital,

it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing

operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance

that new financing will be available to it on commercially acceptable terms, if at all.

In connection with the Company’s assessment of going concern

11 unchanged sentences

be required to liquidate after December 8, 2023.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered

off-balance sheet arrangements as of June 30, 2023.

We do not participate in transactions that create relationships with unconsolidated

entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose

of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any

special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

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

lease obligations or long-term liabilities, other than described below.

Sheet Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2023.

not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as

variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments

of other entities, or purchased any non-financial assets.

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

We have engaged EarlyBirdCapital, Inc.

5 unchanged sentences

Company will pay EarlyBirdCapital and Sova Capital a cash fee for such services upon the consummation of a Business Combination of $5.3

million that equals to 3.0% of the gross proceeds of Initial Public Offering (exclusive of any applicablefinders’ fees which might

million that equals to 3.0% of the gross proceeds of Initial Public Offering (exclusive of any applicable finders’ fees which might

become payable).

Critical Accounting Policies

The preparation of financial statements and related disclosures in

conformity with accounting principles generally accepted in the United States 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.

The Company has identified

the following as its critical accounting policies:

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, to determine

if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15.

We account for the Public Warrants and Private Warrants collectively

(“Warrants”), as either equity or liability-classified instruments based on an assessment of the specific terms of the Warrants

and the applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

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

The assessment considers whether the Warrants meet all of the

requirements for equity classification under ASC 815, including whether the Warrants are indexed to our own ordinary shares and whether

the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control, among other

conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of issuance

of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity

classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

or modified warrants that do not meet all the criteria for equity classification, such warrants are required to be recorded at their initial

fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of liability-classified

warrants are recognized as a non-cash gain or loss on the statements of operations.

We evaluated the Public Warrants and Private

Warrants in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity,” and concluded

that they met the criteria for equity classification and are required to be recorded as part a component of additional paid-in capital

at the time of issuance.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible

redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares

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

Conditionally redeemable

ordinary shares (including 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 equity.

Accounting Policies

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

States 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.

The Company has 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, to determine if such instruments are derivatives or contain features that qualify

as embedded derivatives, pursuant to ASC 480 and ASC 815-15.

We account for the public warrants (the “Public Warrants”

and together with Private Warrants, collectively, the “Warrants”), as either equity or liability-classified instruments based

on an assessment of the specific terms of the Warrants and the applicable authoritative guidance in Financial Accounting Standards Board

(“FASB”) Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”).

The assessment

considers whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are

indexed to our own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance

outside of our control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment,

is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding.

issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component

of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification,

such warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of liability-classified warrants are recognized as a non-cash gain or loss on the statements of operations.

We evaluated the Public Warrants and Private Warrants in accordance with ASC 815-40, “Derivatives and Hedging — Contracts

in Entity’s Own Equity,” and concluded that they met the criteria for equity classification and are required to be recorded

as part a component of additional paid-in capital at the time of issuance.

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 Topic 480 “Distinguishing

Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument

and are measured at fair value.

Conditionally redeemable ordinary shares (including 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 equity.

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

The Company’s ordinary 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, 1,949,468 and 17,250,000 shares of Class A ordinary shares subject to possible

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

balance sheets, respectively.

Net Loss Per Ordinary Share

We comply with accounting and disclosure requirements of Financial

Accounting Standards Board Accounting Standard Codification, or FASB ASC, Topic 260, “Earnings Per Share.” Net loss per ordinary

share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period.

The Company applies

the two-class method in calculating earnings per share.

Re-measurement associated with the redeemable shares of Class A ordinary share

is excluded from EPS as the redemption value approximates fair value.

Recent Accounting Pronouncements

In August 2020, FASB issued Accounting Standards Update (“ASU”)

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) (“ASU 2020-06”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates

the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies

the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard

also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all

convertible instruments.

The provisions of ASU 2020-06 are applicable for fiscal years beginning

after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020.

The Company is

currently evaluating the impact of ASU 2020-06 on its financial statements.

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.

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 Company’s

ordinary 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, 2023 and December 31, 2022, 1,949,468 and 17,250,000 shares of

Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’

deficit section of the Company’s balance sheets, respectively.

Loss Per Ordinary Share

comply with accounting and disclosure requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB

ASC, Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average

number of ordinary shares outstanding during the period.

The Company applies the two-class method in calculating earnings per share.

Re-measurement associated with the redeemable shares of Class A ordinary share is excluded from EPS as the redemption value approximates

adopted accounting pronouncements

June 2022, the FASB issued ASU 2022-03, which amends Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities

Subject to Contractual Sale Restrictions (“ASU 2022-03”).

ASU 2022-03 clarifies guidance for fair value measurement of an

equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities.

Company elected to early adopt ASU 2022-03 on July 1, 2023, and applied the amendment in measuring fair value of shares to be transferred

on closing of a business combination.

Accounting Pronouncements

August 2020, FASB issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify

accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that require separation of beneficial conversion

and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity

classification of contracts in an entity’s own equity.

The new standard also introduces additional disclosures for convertible

debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings

per share guidance, including the requirement to use the if-converted method for all convertible instruments.

provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier

than fiscal years beginning after December 15, 2020.

The Company is currently evaluating the impact of ASU 2020-06 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.

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