What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-08-15 compared with 2022-05-16 · 30 added, 22 removed, 72 unchanged (42% of the section changed)

19 unchanged sentences

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

Our only activities from inception through March 31, 2022 were organizational activities and those necessary to prepare for the Initial Public Offering, described below.

Our only activities from inception through June 30, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below and search for an acquisition target.

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

We expect to generate non-operating income

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

We expect to generate non-operating

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

We expect that we will 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 in connection with searching for, and completing, a Business Combination.

For the three months ended March 31, 2022, we had a net loss of $162,880, which consisted primarily of formation and operating expenses.

For the three months ended June 30, 2022, we had a net loss of $89,914, which consisted primarily of formation and operating expenses of $242,566 which was partially offset by $152,652 of unrealized gains on investments held in the Trust Account.

For the six months ended June 30, 2022, we had a net loss of $252,794, which consisted primarily of formation and operating expenses of $511,187 which was partially offset by $258,393 of unrealized gains on investments held in the Trust Account.

For the period from April 22, 2021 (inception) to June 30, 2021, we had a net loss of $10,656, which consisted of formation costs.

Liquidity and Capital Resources

As of March 31, 2022, we had cash of $290,843.

As of June 30, 2022, we had cash of $472,036.

Subsequent to the consummation of the Initial Public Offering, our liquidity will be satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.

6 unchanged sentences

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 Working Capital Loans.

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 warrants, at a price of $1.00 per warrant, at the option of the lender.

The warrants would be identical to the Private Placement Warrants.

In order to finance transaction costs in connection with a Business Combination, on June 20, 2022, the Sponsor agreed to loan the Company up to $1,500,000 in the form of a non-interest bearing convertible promissory notes to be used for a portion of the expenses of the Company (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

Additionally, the Company may convert the unpaid principal balance into whole warrants (“Conversion Warrants”) to purchase Class A ordinary shares at a conversion price equal to $1.00 per Conversion Warrant.

The Conversion Warrants will be identical to the Private Placement Warrants.

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

As of June 30, 2022 and December 31, 2021, the Company had $300,000 and $0, respectively, borrowings under the convertible promissory note.

We will need to raise additional funds in order to meet the expenditures required for operating our business.

Furthermore, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may need additional funds to operate our business prior to our Business Combination.

Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Furthermore, if our estimate of the costs of identifying a target business, undertaking in-depth

due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may need additional funds to operate our business prior to our Business Combination.

Moreover, we may need to obtain additional financing

either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination.

2 unchanged sentences

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with Account Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Combination Period is less than one year from the date of the issuance of the financial statements.

In connection with the Company’s assessment of going concern considerations in accordance with Account Standards Update (“ASU”) 2014-15,

“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Combination Period is less than one year from the date of the issuance of the financial statements.

There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period.

3 unchanged sentences

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

Off-Balance Sheet

Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet

arrangements as of March 31, 2022.

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.

Additionally, the Company has incurred and expects to incur significant costs in pursuit of its acquisition plans.

The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements.

Sheet Financing Arrangements

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

sheet arrangements as of June 30, 2022.

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

Contractual Obligations

15 unchanged sentences

The Company’s 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 March 31, 2022 and December 31, 2021, the ordinary shares subject to possible redemption in the amount of $204,102,000 are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.

Accordingly, at June 30, 2022 and December 31, 2021, the ordinary shares subject to possible redemption in the amount of $204,371,729 and $204,102,000, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.

Net Loss per Ordinary Share

13 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis