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Item 1. Financial Statements

2021-11-15 compared with 2021-08-23 · 155 added, 71 removed, 192 unchanged (54% of the section changed)

Financial Statements.

Financial Statements (Unaudited)

GALATA ACQUISITION CORP.

CONDENSED BALANCE SHEET

Deferred offering costs

LIABILITIES AND SHAREHOLDER'S EQUITY

Current Liabilities:

September 30, 2021

Prepaid expenses

Total Current Assets

Prepaid expenses

Investments held in Trust Account

LIABILITIES AND SHAREHOLDERS' DEFICIT

Accounts payable

Related party payable

Accrued formation costs

Accrued offering costs

Total Current Liabilities

Deferred underwriting commission

Total Liabilities

COMMITMENTS AND CONTINGENCIES (Note 7)

Shareholder's Equity:

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Class A ordinary shares, $ 0.0001 par value;

Class A ordinary shares subject to possible redemption;

14,375,000 shares (at $ 10.00 per share)

Shareholders' deficit:

Preferred shares, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

3,593,750 shares issued and outstanding as of June 30, 2021 and March 18, 2021 (1)

Class A ordinary shares, $ 0.0001 par value, 200,000,000 shares authorized, - 0 - shares issued and outstanding (excluding 14,375,000 shares subject to possible redemption)

Class B ordinary shares, $ 0.0001 par value, 20,000,000 shares authorized, 3,593,750 shares issued and outstanding

Additional paid-in capital

Accumulated deficit

Total Shareholder's Equity

Total Liabilities and Shareholder's Equity

(1) Includes an aggregate of up to 468,750 shares of Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

The over-allotment option was exercised in full on July 13, 2021 and thus, these shares are no longer subject to forfeiture (see Notes 5 and 8)

( 1,297,496 )

Total Shareholders' Deficit

( 1,297,137 )

Total Liabilities and Shareholders' Deficit

The accompanying notes are an integral part of the condensed financial statements.

2 unchanged sentences

Three Months Ended

Formation costs

Weighted average shares outstanding, basic and diluted (1)

Basic and diluted net loss per common share

(1) Excludes an aggregate of up to 468,750 shares of Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

The over-allotment option was exercised in full on July 13, 2021 and thus, these shares are no longer subject to forfeiture (see Notes 5 and 8)

September 30,

General and administrative expenses

Total operating expenses

Interest income

Total other income

Class A ordinary shares - Weighted average shares outstanding, basic and diluted

Class A ordinary shares - Basic and diluted net loss per ordinary share

Class B ordinary shares - Weighted average shares outstanding, basic and diluted

Class B ordinary shares - Basic and diluted net loss per ordinary share

The accompanying notes are an integral part of the condensed financial statements.

GALATA ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY

FOR THE PERIOD FROM FEBRUARY 26, 2021 (INCEPTION) THROUGH JUNE 30, 2021

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE PERIOD

FROM FEBRUARY 26, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

Class A Ordinary Shares

Class B Ordinary Shares

Shareholder's

Shareholders'

Equity (Deficit)

Balance, February 26, 2021 (inception)

2 unchanged sentences

Balance, June 30, 2021

(1) Includes an aggregate of up to 468,750 shares of Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

The over-allotment option was exercised in full on July 13, 2021 and thus, these shares are no longer subject to forfeiture (see Notes 5 and 8)

Class A ordinary shares accretion to redemption value (restated – see Note 2)

( 1,140,495 )

( 1,165,136 )

Balance, September 30, 2021

( 1,297,496 )

( 1,297,137 )

The accompanying notes are an integral part of the condensed financial statements.

1 unchanged sentence

CONDENSED STATEMENT OF CASH FLOWS

September 30,

Cash flows from operating activities

Adjustments to reconcile net loss to net cash used in operating activities

Interest earned on assets held in Trust

Changes in operating assets and liabilities:

Prepaid expenses

Accrued formation costs

1 unchanged sentence

Net cash used in operating activities

Cash flows from investing activities

Cash deposited into trust account

( 146,625,000 )

Net cash used in investing activities

( 146,625,000 )

Cash flows from financing activities

Sale of units in public offering, net

Sale of private placement warrants to sponsor

Proceeds from issuance of Class B ordinary shares to sponsor

Net cash provided by financing activities

Net change in cash

2 unchanged sentences

Non-cash financing activities:

Deferred offering costs paid by Sponsor in exchange for Class B ordinary shares

Deferred offering costs included in accrued offering costs

Deferred offering costs included in related party payable

Deferred offering costs included in accounts payable

Deferred underwriters’ discount and commissions

Initial classification of Class A ordinary shares subject to possible redemption

The accompanying notes are an integral part of the condensed financial statements.

7 unchanged sentences

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2021, the Company had not commenced any operations.

All activity for the period from February 26, 2021 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (“Public Offering”), which is described below.

As of September 30, 2021, the Company had not commenced any operations.

All activity for the period from February 26, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“Public Offering”), which is described below.

The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest.

2 unchanged sentences

The registration statement for the Company’s Initial Public Offering was declared effective on July 8, 2021.

On July 9, 2021, the Company consummated the Initial Public Offering of 12,500,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $ 125,000,000 , which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,500,000 warrants (the “Private Placement Warrants”) at a price of $ 1.00 per Private Placement Warrant in private placements to Galata Acquisition Sponsor LLC (the “Sponsor”).

Following the closing of the Initial Public Offering on July 13, 2021, an amount of $ 127,500,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (“Trust Account”).

On July 9, 2021, the Company consummated the Initial Public Offering of 12,500,000 units (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $ 125,000,000 , which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,500,000 warrants (together with the warrants below, the “Private Placement Warrants”) at a price of $ 1.00 per Private Placement Warrant in private placements to Galata Acquisition Sponsor LLC (the “Sponsor”).

On July 13, 2021, the underwriters notified the Company of their exercise of the over-allotment option in full and purchased 1,875,000 additional Units at $ 10.00 per Unit upon the closing of the over-allotment option, generating gross proceeds of $ 18,750,000 .

The over-allotment option closed on July 15, 2021.

Simultaneously with the closing of the over-allotment option, the Company consummated the sale of 750,000 warrants (together with the warrants above, the “Private Placement Warrants”) at a price of $ 1.00 per Private Placement Warrant in private placements to the Sponsor.

Following the closing of the Initial Public Offering on July 13, 2021, and the over-allotment option on July 15, 2021, an aggregate amount of $ 146,625,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (“Trust Account”).

The funds held in the Trust Account may be invested in U.S.

12 unchanged sentences

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Public Shares subject to redemption have been recorded at a redemption value and classified as temporary equity upon the completion of the Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity .”

All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”).

In accordance with the rules of the U.S.

Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity.

Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity were the allocated proceeds determined in accordance with ASC 470-20.

The Class A ordinary shares are subject to ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize the changes immediately.

The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 , the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place.

The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating to the Business Combination.

17 unchanged sentences

Liquidity and Management’s Plan

Cash and working capital deficiency as of June 30, 2021 were $ 0 and $ 412,878 .In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the Initial Public Offering will enable it to sustain operations for a period of at least one-year from the issuance date of these financial statements.

As of September 30, 2021 the cash and working capital were $ 645,854 and $ 723,563 respectively.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management notes that it has completed the Public Offering and the over-allotment.

As such, management believes that the funds which the Company has available following the completion of the Initial Public Offering over-allotment will enable it to sustain operations for a period of at least one-year from the issuance date of this financial statement.

Accordingly, substantial doubt about the Company’s ability to continue as a going concern as disclosed in previously issued financial statements has been alleviated.

2 unchanged sentences

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

RESTATEMENT OF FINANCIAL STATEMENTS

In connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly presented its Class A ordinary shares subject to possible redemption.

The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $ 10.00 per share of Class A ordinary shares while also taking into consideration a redemption cannot result in net tangible assets being less than $ 5,000,001 .

Management determined that the Class A ordinary shares issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control.

Therefore, management concluded that the redemption value should include all shares of Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value.

As a result, management has noted a reclassification error related to temporary equity and permanent equity.

This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares.

The impact on previously issued financial statements is presented below.

As previously reported

July 13, 2021 balance sheet (Form 8-K)

Temporary equity ( 12,500,000 shares subject to redemption)

Shareholders’ equity

Class A ordinary shares

Class B ordinary shares

Additional paid in capital

( 5,021,153 )

Accumulated deficit

Total shareholders’ equity

( 5,912,465 )

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2 unchanged sentences

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering, as filed with the SEC on July 13, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on July 20, 2021.

In the opinion of the Company’s management, the unaudited condensed financial statements as of June 30, 201 and for the period from February 26, 2021 (inception) through June 30, 2021 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of June 30, 2021 and its results of operations and cash flows for the period from February 26,2021 (inception) through June 30, 2021.

The results of operations for the period from February 26, 2021 (inception) through June 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year ended December 31, 2021.

In the opinion of the Company’s management, the unaudited condensed financial statements as of September 30, 201 and for the period from February 26, 2021 (inception) through September 30, 2021 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2021 and its results of operations and cash flows for the period from February 26,2021 (inception) through September 30, 2021.

The results of operations for the period from February 26, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year ended December 31, 2021.

Emerging Growth Company

11 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did no t have any cash equivalents as of June 30, 2021.

Deferred Offering Costs

Deferred offering costs consist of costs incurred in connection with preparation for the Proposed Public Offering.

These costs, together with the underwriting discounts and commissions, will be charged to additional paid in capital upon completion of the Proposed Public Offering or charged to operations if the Proposed Public Offering is not completed.

As of June 30, 2021, the Company had deferred offering costs of $ 425,527 .

The Company did no t have any cash equivalents as of September 30, 2021.

Investments held in trust

Investments held in trust was $ 146,626,595 at September 30, 2021 and consisted of a money market fund which is carried at fair value.

Offering Costs associated with a Public Offering

The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “ Expenses of Offering.” Offering costs of $ 567,396 consist principally of costs incurred in connection with formation and preparation for the Public Offering.

These costs, together with the underwriter discount of $ 2,875,000 and deferred fee of $ 5,031,250 , were charged to additional paid-in capital upon completion of the Public Offering.

Class A ordinary shares subject to possible redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity ”.

Ordinary shares subject to mandatory redemption 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 Class A ordinary shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, at September 30, 2021, the shares of Class A ordinary shares subject to possible redemption in the amount of $ 143,750,000 are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

13 unchanged sentences

Net Loss per Common Share

Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 468,750 shares of Common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5).

At June 30, 2021 the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

Net loss per share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period, excluding shares of ordinary shares subject to forfeiture.

At September 30, 2021 the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per share for the period presented.

Three Months Ended

For the Period from February 26, 2021 (Inception)

September 30, 2021

Through September 30, 2021

Basic and diluted net income (loss) per common share

Allocation of net income (loss), as adjusted

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per common share

Recent Accounting Standards

5 unchanged sentences

The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations and cash flows.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements.

Management does not believe that any recently issued, but not yet effective, accounting standards, except as noted above, if currently adopted, would have a material effect on the Company's financial statements.

INITIAL PUBLIC OFFERING

1 unchanged sentence

Each Unit consists of one share of the Company’s Class A ordinary share, par value $ 0.0001 per share (the “Class A Ordinary Share”), and one -half of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one whole share of Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment.

The over-allotment option closed on July 15, 2021.

PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) to the Sponsor of an aggregate of 6,500,000 Private Placement Warrants (or 7,250,000 Private Placement Warrants if the underwriters’ over-allotment is exercised in full) at a price of $ 1.00 per Private Placement Warrant ($ 6,500,000 , or an aggregate of $ 7,250,000 if the underwriters’ over-allotment is exercised in full).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) to the Sponsor of an aggregate of 7,250,000 Private Placement Warrants at a price of $ 1.00 per Private Placement Warrant ($ 7,250,000 ).

Each Private Placement Warrant is exercisable to purchase one Class A ordinary shares at a price of $ 11.50 per share, subject to adjustment.

Simultaneously with the closing of the over-allotment option, the Company consummated the sale of 750,000 warrants at a price of $ 1.00 per Private Placement Warrant in private placements to the Sponsor.

A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the

redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

2 unchanged sentences

On March 18, 2021, the Sponsor purchased 3,593,750 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for paying certain deferred offering costs of $ 25,000 .

The Founder Shares include an aggregate of up to 468,750 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20 % of the Company’s issued and outstanding ordinary shares after the Public Offering.

The Founder Shares included an aggregate of up to 468,750 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20 % of the Company’s issued and outstanding ordinary shares after the Public Offering.

As the underwriters’ over-allotment was exercised in full, none of the Founder Shares were forfeited.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

3 unchanged sentences

The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021 or (ii) the consummation of the Public Offering.

As of June 30, 2021, there were no amounts outstanding under the Promissory Note.

As of September 30, 2021, there was no amount outstanding under the Promissory Note.

Related Party Loans

4 unchanged sentences

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of June 30, 2021, there were no amounts outstanding under the Working Capital Loans.

As of September 30, 2021, there was no amount outstanding under the Working Capital Loans.

Related Party Payable

A related party, has paid offering costs on behalf of the Company in the amount of $ 37,747 .

This amount is outstanding as of June 30, 2021.

A related party, has paid offering costs on behalf of the Company.

This no amount was outstanding as of September 30, 2021.

COMMITMENTS AND CONTINGENCIES

7 unchanged sentences

The Company granted the underwriters a 45 -day option from the date of Initial Public Offering to purchase up to 1,875,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

In connection with the Public Offering the underwriters were paid a cash underwriting discount of $ 0.20 per Unit, or $ 2,500,000 in the aggregate (or $ 2,875,000 in the aggregate if the underwriters’ over-allotment option is exercised in full).

In addition, the underwriters will be entitled to a deferred fee of $ 0.35 per Unit, or $ 4,375,000 in the aggregate (or $ 5,031,250 in the aggregate if the underwriters’ over-allotment option is exercised in full).

The underwriters’ over-allotment option was exercised in full.

In connection with the Public Offering the underwriters were paid a cash underwriting discount of $ 0.20 per Unit, or $ 2,875,000 in the aggregate).

In addition, the underwriters will be entitled to a deferred fee of $ 0.35 per Unit, or $ 5,031,250 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 the Company completes a Business Combination, subject to the terms of the underwriting agreement.

FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

September 30, 2021

Marketable securities held in the Trust Account

SHAREHOLDERS’ EQUITY

Preferred Shares — The Company is authorized to issue 1,000,000 preferred shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of June 30, 2021, there were no preferred shares issued or outstanding .

As of September 30, 2021, there were no preferred shares issued or outstanding .

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

Holders of Class A ordinary shares are entitled to one vote for each share.

As of June 30, 2021, there were no Class A ordinary shares issued or outstanding .

As of September 30, 2021, there were no Class A ordinary shares issued or outstanding .

Class B Ordinary Shares —The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

Holders of Class B ordinary shares are entitled to one vote for each share.

As of June 30, 2021, there were 3,593,750 Class B ordinary shares issued and outstanding , of which an aggregate of up to 468,750 Class B ordinary shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the number of Founder Shares will equal 20 % of the Company’s issued and outstanding ordinary shares after the Public Offering.

As of September 30, 2021, there were 3,593,750 Class B ordinary shares issued and outstanding.

Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination.

Holders of ordinary shares, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law.

In connection with our initial business combination, we may enter into a shareholders agreement or other

arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering.

In connection with our initial business combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering.

The Class B ordinary shares will automatically convert into the Company’s Class A ordinary shares at the time of its initial business combination on a one -for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein.

24 unchanged sentences

The Company will account for the 14,437,500 warrants issued in connection with the Initial Public Offering (including 7,187,500 Public Warrants and 7,250,000 Private Place Warrants) in accordance with the guidance contained in ASC 815-40.

Such guidance provides that the warrants that described above are precluded from equity classification.

Such guidance provides that the warrants that are described above are afforded equity classification.

Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

1 unchanged sentence

Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued.

Based upon this review, except as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

The over-allotment option closed on July 15, 2021.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

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 1. Financial Statements