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Item 2. Management’s Discussion and Analysis

2022-08-12 compared with 2022-05-13 · 227 added, 213 removed, 156 unchanged (74% of the section changed)

Management’s Discussion and

Analysis of Financial Condition and Results of Operations.

References to the “Company,” “Inflection

Point Acquisition Corp.,” “our,” “us” or “we” refer to Inflection Point Acquisition Corp.

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

with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form

Cautionary Note Regarding Forward-Looking

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

These forward-looking statements are based on our current expectations and beliefs concerning future developments and their

potential effects on us.

There can be no assurance that future developments affecting us will be those that we have anticipated.

forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that

may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,”

“Inflection Point Acquisition Corp.,” “our,” “us” or “we” refer to Inflection Point Acquisition

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

with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q

(this “Quarterly Report”).

Cautionary Note Regarding

Forward-Looking Statements

This Quarterly Report

includes forward-looking statements.

These forward-looking statements are based on our current expectations and beliefs concerning future

developments and their potential effects on us.

There can be no assurance that future developments affecting us will be those that we

have anticipated.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or

other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking

Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations,

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characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

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

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

“project,” “should,” “would” and similar expressions may identify forward-looking statements, but

the absence of these words does not mean that a statement is not forward-looking.

Factors that might cause or contribute to such forward-looking

statements include, but are not limited to, those set forth in the Risk Factors section of the Company’s Annual Report on Form

10-K for the year ended December 31, 2021 filed with the SEC.

The following discussion and analysis of the Company’s financial

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

thereto contained elsewhere in this Quarterly Report on Form 10-Q.

The words “anticipate,”

“believe,” “continue,” “could,” “estimate,” “expect,” “intends,”

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

“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words

does not mean that a statement is not forward-looking.

Factors that might cause or contribute to such forward-looking statements include,

but are not limited to, those set forth in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31,

2021 filed with the SEC.

The following discussion and analysis of our financial condition and results of operations should be read in

conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report.

We are a blank check

company incorporated on January 27, 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 (the “ Business

Combination ”).

company incorporated on January 27, 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 (the “Business Combination”).

Our sponsor is Inflection

Point Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”).

The registration statement for our

initial public offering was declared effective on September 21, 2021.

On September 24, 2021, we consummated our initial public offering

(the “ IPO ”) of 30,000,000 units, at $10.00 per unit (the “ Units ”).

Each Unit consists of one of

our Class A ordinary shares, $0.0001 par value (the “ Class A ordinary shares ” or “ Public Shares ”)

and one-half of one redeemable warrant (each, a “ Public Warrant ”).

The underwriters had a 45-day option from

the effective date to purchase up to an additional 4,500,000 Units to cover over-allotments, if any.

On October 29, 2021, the underwriters

partially exercised the over-allotment option (the “ Over-Allotment ” and together with the IPO, the “ Public

Offering ”) and purchased an additional 2,975,000 Units (the “ Over-Allotment Units ”), generating additional

gross proceeds of $29,750,000, and forfeited their option to purchase the remaining 1,525,000 Units.

Simultaneously with

the closing of the IPO, our Sponsor purchased an aggregate of 6,250,000 private placement warrants (“ IPO Private Placement Warrants ”)

The registration statement for our initial

public offering was declared effective on September 21, 2021.

On September 24, 2021, we consummated our initial public offering (the “IPO”)

of 30,000,000 units, at $10.00 per unit (the “Units”).

Each Unit consists of one of our Class A ordinary shares, $0.0001

par value (the “Class A ordinary shares” or “Public Shares”) and one-half of one redeemable warrant

(each, a “Public Warrant”).

The underwriters had a 45-day option from the effective date to purchase up to an additional 4,500,000

Units to cover over-allotments, if any.

On October 29, 2021, the underwriters partially exercised the over-allotment option (the “Over-Allotment”

and together with the IPO, the “Public Offering”) and purchased an additional 2,975,000 Units (the “Over-Allotment Units”),

generating additional gross proceeds of $29,750,000, and forfeited their option to purchase the remaining 1,525,000 Units.

Simultaneously with the

closing of the IPO, our Sponsor purchased an aggregate of 6,250,000 private placement warrants (“IPO Private Placement Warrants”)

at a price of $1.00 per IPO Private Placement Warrants, for an aggregate purchase price of $6,250,000.

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An aggregate of 12 qualified

institutional buyers (“ Anchor Investors ”) expressed an interest to purchase an aggregate of approximately $322.3 million

of the Units to be sold in the IPO.

None of the Anchor Investors expressed an interest in purchasing more than 9.9% of the Units sold

institutional buyers (“Anchor Investors”) expressed an interest to purchase an aggregate of approximately $322.3 million of

the Units to be sold in the IPO.

None of the Anchor Investors expressed an interest in purchasing more than 9.9% of the Units sold in

The Anchor Investors were allocated and purchased a total of 29,540,000 Units or 98.5% of the Units sold in the IPO.

of the Anchor Investors, Kingstown 1740 Fund, LP, is an affiliate of our Sponsor, and was allocated and purchased 2,900,000 Units in

Anchor Investors, Kingstown 1740 Fund, LP, is an affiliate of our Sponsor, and was allocated and purchased 2,900,000 Units in the IPO.

In addition, subject

to each Anchor Investor purchasing 100% of the Units allocated to it, in connection with the closing of the IPO, our Sponsor sold membership

interests reflecting an allocation of Class B ordinary shares, par value $0.0001 per share (the “ Founder Shares ”)

to each Anchor Investor, or an aggregate of 1,625,000 Founder Shares to all Anchor Investors.

We estimated the aggregate fair value of

these Founder Shares attributable to Anchor Investors to be approximately $9.68 million, or $5.96 per share.

The excess of the fair value

of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A.

Offering costs allocated

to the Public Shares and the Public Warrants was all charged to shareholder’s equity upon the completion of the IPO.

interests reflecting an allocation of Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”) to each

Anchor Investor, or an aggregate of 1,625,000 Founder Shares to all Anchor Investors.

We estimated the aggregate fair value of these Founder

Shares attributable to Anchor Investors to be approximately $9.68 million, or $5.96 per share.

The excess of the fair value of the Founder

Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A.

Offering costs allocated to the Public

Shares and the Public Warrants was all charged to shareholder’s equity upon the completion of the IPO.

Transaction costs amounted

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of the IPO Private Placement Warrants was deposited into a trust account (the “Trust Account”).

Following the closing

of the Over-Allotment on October 29, 2021, an additional $29,750,000 ($10.00 per Over-Allotment Unit) from the net proceeds from the

sale of the Over-Allotment Units in the Over-Allotment and the sale of the Over-Allotment Private Placement Warrants was deposited into

the Trust Account.

Following the closing of the

Over-Allotment on October 29, 2021, an additional $29,750,000 ($10.00 per Over-Allotment Unit) from the net proceeds from the sale of

the Over-Allotment Units in the Over-Allotment and the sale of the Over-Allotment Private Placement Warrants was deposited into the Trust

The proceeds deposited in the Trust Account are, and will be, invested only in U.S.

government securities, within

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

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 securities, within the meaning

set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (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.

Except with respect to interest earned on the funds held

in the Trust Account that may be released to us to pay taxes, if any, the proceeds from the Public Offering and the sale of the Private

Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of an initial Business Combination,

(ii) the redemption of our Public Shares if we are unable to complete the initial Business Combination by September 24, 2023, subject

to applicable law, or (iii) the redemption of our Public Shares properly submitted in connection with a shareholder vote to amend our

amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption

in connection with the initial Business Combination or to redeem 100% of its Public Shares if we have not consummated an initial Business

Combination by September 24, 2023 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial

Business Combination activity.

The proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any,

which could have priority over the claims of our Public Shareholders.

Except with respect to interest earned on the funds held in the Trust Account

that may be released to us to pay taxes, if any, the proceeds from the Public Offering and the sale of the Private Placement Warrants

will not be released from the Trust Account until the earliest of (i) the completion of an initial Business Combination, (ii) the redemption

of our Public Shares if we are unable to complete the initial Business Combination by September 24, 2023, subject to applicable law, or

(iii) the redemption of our Public Shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum

and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with the initial

Business Combination or to redeem 100% of its Public Shares if we have not consummated an initial Business Combination by September 24,

2023 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.

The proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over

the claims of our Public Shareholders.

Our management has broad

discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Placement

Warrants although substantially all of the net proceeds are intended to be generally applied toward consummating an initial Business

Combination (less deferred underwriting commissions).

Our initial Business Combination must be with one or more operating businesses

or assets with a fair market value equal to at least 80% of the value of the Trust Account (excluding the amount of any deferred underwriting

discount held in trust and taxes payable on the income earned on the Trust Account).

However, we will only complete an initial Business

Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target

or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company

under the Investment Company Act.

discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Placement Warrants

although substantially all of the net proceeds are intended to be generally applied toward consummating an initial Business Combination

(less deferred underwriting commissions).

Our initial Business Combination must be with one or more operating businesses or assets with

a fair market value equal to at least 80% of the value of the Trust Account (excluding the amount of any deferred underwriting discount

held in trust and taxes payable on the income earned on the Trust Account).

However, we will only complete an initial Business Combination

if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise

acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment

There is no assurance that we will be able to successfully effect an initial Business Combination.

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24, 2023 to complete the initial Business Combination (the “Combination Period”).

However, if we are unable to complete

the initial Business Combination within the Combination Period, we will (i) cease all operations except for the purpose of winding up,

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the 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 on the funds held in the

Trust Account (less tax 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 our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and

(iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements

of applicable law.

However, if we are unable to complete the

initial Business Combination within the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii)

as promptly as reasonably possible but not more than ten business days thereafter, redeem the 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 on the funds held in the Trust

Account (less tax 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 our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our

obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable

Liquidity and Capital

Going Concern

As of March 31, 2022, we

had approximately $0.16 million in cash and working capital of $0.38 million.

On September 30, 2021, our Sponsor agreed to provide us with loans

in such amounts as may be required by us to fund our working capital requirements up to an aggregate of $250,000.

March 8, 2022, the Sponsor agreed to provide the Company with loans in such amounts as may be required by the Company to fund the Company’s

working capital requirements up to an aggregate of $500,000.

In addition, in order to finance transaction costs in connection with

an initial Business Combination, our sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not

obligated to, provide Working Capital Loans to us.

As of March 31, 2022, there were no amounts outstanding under any Working Capital Loans.

Based on the foregoing,

it is possible that the approximately $0.16 million in cash held outside the Trust Account might not be sufficient to allow us to operate

for at least 12 months from the date of this Quarterly Report, assuming that an initial Business Combination is not consummated during

Until consummation of its initial Business Combination, we will be using these funds for paying existing accounts payable,

identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses,

paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating

the initial Business Combination.

As of June 30, 2022, we had $2,632 in cash

and working capital deficit of $86,518.

On September 30, 2021,

our Sponsor agreed to provide us with loans in such amounts as may be required by us to fund our working capital requirements up to an

aggregate of $250,000.

On March 8, 2022, the Sponsor agreed to provide us with loans in such amounts as may be required by us to

fund our working capital requirements up to an aggregate of $500,000.

In addition, in order to finance transaction costs in connection

with an initial Business Combination, our sponsor or an affiliate of our Sponsor or certain of our officers and directors may provide

working capital loans to us.

As of June 30, 2022, there were no amounts outstanding under any working capital loans.

Based on the foregoing, the $2,632 in cash held

outside the Trust Account will not be sufficient to allow us to operate for at least 12 months from the date of this Quarterly Report,

assuming that an initial Business Combination is not consummated during that time.

2022, the Company issued the Note to the Sponsor, pursuant to which the Company may borrow up to $1,000,000 from the Sponsor, related

to ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination.

principal under the Note shall be due and payable in full on the Maturity Date, unless accelerated upon the occurrence of an event of

default as set forth in the Note.

The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert up to $1,000,000

outstanding under the Note into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant, with each warrant

entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable

to the Private Placement Warrants.

As of August 12, 2022, there were no amounts outstanding under the Note.

Until consummation of its initial Business Combination, we will be

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

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

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

We can raise additional

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We cannot provide assurance that new financing will be available to us on commercially acceptable terms, if at all.

These conditions

raise substantial doubt about our ability to continue as a going concern for a reasonable period of time, which is considered to be one

year from the issuance date of the financial statements included elsewhere in this Quarterly Report.

These conditions raise

substantial doubt about our ability to continue as a going concern for a reasonable period of time, which is considered to be one year

from the issuance date of the financial statements included elsewhere in this Quarterly Report.

Risks and Uncertainties

Management continues

to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative

effect on our financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable

as of the date of this Quarterly Report.

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

this uncertainty.

We are currently evaluating

the impact of the COVID-19 pandemic and Russian-Ukraine war on the industry and has concluded that while it is reasonably possible that

the virus and the war could have a negative effect on our financial position, results of its operations and/or search for a target company,

the specific impact is not readily determinable as of the date of these unaudited condensed financial statements.

The unaudited condensed

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

As of March 31, 2022,

As of June 30, 2022,

we had not commenced any operations.

All activity for the period from January 27, 2021 (inception) through March 31, 2022 relates to

our formation and the Public Offering and, subsequent to the closing of the IPO, identifying a target company for an initial Business

All activity for the period from January 27, 2021 (inception) through June 30, 2022 relates to our

formation and the Public Offering and, subsequent to the closing of the IPO, identifying a target company for an initial Business

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

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the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering.

We 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.

We 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

For the three months

ended March 31, 2022, we had net loss of $320,455, which consisted primarily of formation and operating costs amounting to $347,869 offset

ended June 30, 2022, we had net loss of $108,680, which consisted primarily of formation and operating costs amounting to $577,024 offset

by interest income earned on cash and marketable securities held in Trust Account amounting to $468,344.

For the period from

January 27, 2021 (inception) to March 31, 2021, we had net loss of $16,114, which consisted solely of formation and operating costs.

For the six months ended

June 30, 2022, we had net loss of $429,135, which consisted primarily of formation and operating costs amounting to $924,893 offset by

interest income earned on cash and marketable securities held in Trust Account amounting to $495,758.

For the three months

ended June 30, 2021, we had net loss of $16,114, which consisted solely of formation and operating costs.

For the period from January

27, 2021 (inception) to June 30, 2021, we had net loss of $19,888, which consisted solely of formation and operating costs.

We do not have any long-term

debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

As of March 31, 2022,

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

As of June 30, 2022 and

December 31, 2021, we did not have any off-balance sheet arrangements.

Administrative Services

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Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants and (iv) warrants that may be

issued upon conversion of Working Capital Loans and the Class A ordinary shares underlying such warrants will have registration

rights to require us to register a sale of any of our securities held by them and our any other securities acquired by them prior to

the consummation of our initial Business Combination pursuant to a registration rights agreement entered into in connection with the

Pursuant to the registration rights agreement and assuming $1,500,000 of Working Capital Loans are converted into additional Private

Placement Warrants, we will be obligated to register up to 21,588,750 Class A ordinary shares and 8,345,000 Private Placement Warrants.

The number of Class A ordinary shares includes (i) 8,243,750 Class A ordinary shares to be issued upon conversion of the

Founder Shares, (ii) 5,000,000 Forward Purchase Shares, (iii) 6,845,000 Class A ordinary shares underlying the Private Placement

Warrants and (iv) 1,500,000 Class A ordinary shares underlying the warrants issuable upon conversion of working capital loans.

number of warrants includes 6,845,000 Private Placement Warrants and 1,500,000 additional warrants issuable upon the conversion of Working

Capital Loans.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register

such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements

filed subsequent to our completion of our initial Business Combination.

We will bear the expenses incurred in connection with the filing

of any such registration statements.

issued upon conversion of working capital loans and the Class A ordinary shares underlying such warrants will have registration rights

to require us to register a sale of any of our securities held by them and our any other securities acquired by them prior to the consummation

of our initial Business Combination pursuant to a registration rights agreement entered into in connection with the IPO.

Pursuant to the

registration rights agreement and assuming $1,500,000 of working capital loans are converted into additional Private Placement Warrants,

we will be obligated to register up to 21,588,750 Class A ordinary shares and 8,345,000 Private Placement Warrants.

The number of

Class A ordinary shares includes (i) 8,243,750 Class A ordinary shares to be issued upon conversion of the Founder Shares,

(ii) 5,000,000 Forward Purchase Shares, (iii) 6,845,000 Class A ordinary shares underlying the Private Placement Warrants and

(iv) 1,500,000 Class A ordinary shares underlying the warrants issuable upon conversion of working capital loans.

The number of warrants

includes 6,845,000 Private Placement Warrants and 1,500,000 additional warrants issuable upon the conversion of working capital loans.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent

to our completion of our initial Business Combination.

We will bear the expenses incurred in connection with the filing of any such registration

Underwriting Agreement

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a 45-day option from the Effective Date to purchase up to an additional 4,500,000 Units to cover over-allotments, if any.

On October 29,

2021, the underwriters partially exercised the over-allotment option and purchased 2,975,000 Over-Allotment Units, generating aggregate

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$12,500 per month for services rendered, commencing September 25, 2021, through the closing of our initial Business Combination.

the three months ended March 31, 2022, we recorded $37,500 of compensation for services provided.

As of March 31, 2022, there was no

balance due to the COS.

three and six months ended June 30, 2022, we recorded $37,500 and $75,000, respectively, of compensation for services provided.

June 30, 2022, there was $12,500 due to the COS.

Critical Accounting

This management’s

discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared

in accordance with US GAAP.

The preparation of our financial statements requires us to make estimates and judgments that affect the reported

amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements.

On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued

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

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

that are not readily apparent from other sources.

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

We have identified the following as its critical accounting policies:

discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial statements,

which have been prepared in accordance with US GAAP.

The preparation of our unaudited condensed financial statements requires us to make

estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent

assets and liabilities in our unaudited condensed financial statements.

On an ongoing basis, we evaluate our estimates and judgments,

including those related to fair value of financial instruments and accrued expenses.

We base our estimates on historical experience, known

trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis

for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results

may differ from these estimates under different assumptions or conditions.

We have identified the following as its critical accounting

Offering Costs

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amounted to $26,658,313, consisting of $4,595,000 of underwriting commissions, $11,541,250 of deferred underwriting commissions, $9,680,125

of excess fair value of founder shares, and $841,938 of other offering costs, with $23,439 included in the statement of operations as

an allocation for the over-allotment option, $24,538,134 included in temporary equity as an allocation for the Class A ordinary shares

subject to redemption, and $2,096,740 included in additional paid-in capital as an allocation for the Class A ordinary shares not subject

to redemption, the Public Warrants and the Private Placement Warrants.

of excess fair value of founder shares, and $841,938 of other offering costs, with $23,439 included in the unaudited condensed statements

of operations as an allocation for the over-allotment option, $24,538,134 included in temporary equity as an allocation for the Class

A ordinary shares subject to redemption, and $2,096,740 included in additional paid-in capital as an allocation for the Class A ordinary

shares not subject to redemption, the Public Warrants and the Private Placement Warrants.

Subject to each Anchor

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Staff Accounting Bulletin Topic 5A.

Class A Ordinary

Shares Subject to Possible Redemption

Class A Ordinary Shares

Subject to Possible Redemption

All of the Class A Ordinary

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and in connection with certain amendments to our amended and restated memorandum and articles of association.

In accordance with SEC

and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not

solely within our control require ordinary shares subject to redemption to be classified outside of permanent equity.

In accordance with SEC and

its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely

within our control require ordinary shares subject to redemption to be classified outside of permanent equity.

The Class A ordinary

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We comply with accounting

and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Our statement of operations includes a presentation of

income per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income per share.

The remeasurement associated with the redeemable Class A ordinary shares is excluded from net loss per ordinary share as the redemption

value approximates fair value.

Net income per share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing

interest income earned and realized gains or losses on the Trust Account for the three months ended March 31, 2022 and for the period

from January 27, 2021 (Inception) to March 31, 2021, by the weighted average number of Class A redeemable ordinary shares outstanding

since original issuance.

and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Our unaudited condensed statements of operations includes

a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of loss

The remeasurement associated with the redeemable Class A ordinary shares is excluded from net loss per ordinary share as the

redemption value approximates fair value.

Net loss per share, basic and diluted, for Class A redeemable ordinary shares is calculated

by dividing interest income earned and realized gains or losses on the Trust Account for the six months ended June 30, 2022 and for the

period from January 27, 2021 (Inception) to June 30, 2021, by the weighted average number of Class A ordinary shares outstanding since

original issuance.

We have not considered the effect of the Public Warrants or the Private Placement Warrants to purchase an aggregate

of 23,332,500 of our Class A ordinary shares in the calculation of diluted income per share, since their exercise is contingent

of 23,332,500 of our Class A ordinary shares in the calculation of diluted loss per share, since their exercise is contingent

upon future events.

Net income per share, basic and diluted, for Class A and Class B non-redeemable ordinary shares is calculated by

dividing the net income, adjusted for income or loss attributable to Class A redeemable ordinary shares, by the weighted average number

of Class A and Class B non-redeemable ordinary shares outstanding for the period.

Class A and Class B non-redeemable ordinary shares

includes the Founder Shares as these shares do not have any redemption features and do not participate in the income or losses of the

Trust Account.

At March 31, 2022, we did not have any dilutive securities and other contracts that could, potentially, be exercised or

converted into ordinary shares and then share in the earnings of our company.

As a result, diluted income per share is the same as basic

income per share for the period presented.

Net loss per share, basic and diluted, for Class A and Class B non-redeemable ordinary shares is calculated by dividing

the net loss, adjusted for income or loss attributable to Class A ordinary shares, by the weighted average number of Class A and Class

B non-redeemable ordinary shares outstanding for the period.

Class A non-redeemable ordinary shares and Class B non-redeemable ordinary

shares, which include the Founder Shares, do not have any redemption features and do not participate in the income or losses of the Trust

At June 30, 2022 and December 31, 2021, we did not have any dilutive securities and other contracts that could, potentially,

be exercised or converted into ordinary shares and then share in the earnings of our company.

As a result, diluted loss per share is the

same as basic loss per share for the period presented.

We evaluated the warrants

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

there were no indexation or tender offer provisions in the warrant agreement that precluded the warrants from being accounted for as

components of equity, and the warrants meet the criteria in ASC 815-40-25 to be classified in shareholders’ equity.

of the Public and Private Placement Warrants was determined by an independent valuation expert as of September 24, 2021 (the date of

the IPO) and October 29, 2021 (the date of the Over-Allotment) using a Monte Carlo Model.

Proceeds from the IPO and subsequent partial

exercise of the over-allotment option allocated to the Public Warrants was an aggregate $11,995,753 ($11,025,229, net of offering costs)

and is recorded in additional paid-in capital.

Proceeds from the issuance of the Private Placement Warrants were $6,845,000 ($6,831,701,

net of offering costs) and is recorded in additional paid-in capital.

Forward Purchase

there were no indexation or tender offer provisions in the warrant agreement that precluded the warrants from being accounted for as components

of equity, and the warrants meet the criteria in ASC 815-40-25 to be classified in shareholders’ deficit.

Fair value of the Public

and Private Placement Warrants was determined by an independent valuation expert as of September 24, 2021 (the date of the IPO) and October

29, 2021 (the date of the Over-Allotment) using a Monte Carlo Model.

Proceeds from the IPO and subsequent partial exercise of the over-allotment

option allocated to the Public Warrants was an aggregate $11,995,753 ($11,025,229, net of offering costs) and is recorded in additional

paid-in capital.

Proceeds from the issuance of the Private Placement Warrants were $6,845,000 ($6,831,701, net of offering costs) and

is recorded in additional paid-in capital.

Forward Purchase Agreement

In September 2021, we

11 unchanged sentences

a liability under ASC 480.

In addition, there is no net cash settlement feature and settlement will be in gross physical delivery of

Class A ordinary shares;

In addition, there is no net cash settlement feature and settlement will be in gross physical delivery of Class

A ordinary shares;

therefore, the FPA should be classified as equity.

3 unchanged sentences

Until such time, due to the contingent

nature of the FPA, we will disclose the contingency in the notes to our financial statements.

nature of the FPA, we will disclose the contingency in the notes to our unaudited condensed financial statements.

We do not believe that

2 unchanged sentences

We are an “emerging

growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act

of 2012, (the “ JOBS Act ”), and may take advantage of certain exemptions from various reporting requirements that are

applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply

with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive

compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote

on executive compensation and shareholder approval of any golden parachute payments not previously approved.

growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of

2012, (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable

to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the

auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation

in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1)

5 unchanged sentences

We have elected not to opt out of such extended transition period which means

that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make

comparison of our financial statements with another public company which is either not an emerging growth company or an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth

company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of our unaudited condensed financial statements with another public company which is either not an emerging growth company or an emerging

growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences

in accounting standards used.

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.

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.

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