What changed in this filing

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Item 1. Financial Statements

2022-11-14 compared with 2022-08-15 · 93 added, 88 removed, 312 unchanged (37% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

June 30, 2022

September 30, 2022

December 31, 2021

4 unchanged sentences

Prepaid expenses

Investments held in Trust

Investments held in Trust Account

LIABILITIES, REDEEMABLE SHARES AND SHAREHOLDERS’ DEFICIT

12 unchanged sentences

1,000,000 shares authorized;

none issued and outstanding

no ne issued and outstanding

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

none issued and outstanding (excluding 20,010,000 shares subject to redemption)

no ne issued and outstanding

(excluding 20,010,000 shares subject to redemption)

Class B ordinary shares, $ 0.0001 par value;

6 unchanged sentences

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

VAHANNA TECH EDGE ACQUISITION I CORP.

CONDENSED STATEMENTS OF OPERATIONS

For the Three

June 30, 2022

September 30,

For the Three

September 30,

For the Period

April 22, 2021

June 30, 2021

September 30,

Administrative fee - related party

1 unchanged sentence

Total expenses

Unrealized gains on investments held in the Trust Account

Realized and unrealized gains on investments held in the Trust Account

Total other income

Net income (loss)

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

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

Class A ordinary shares - Basic and diluted net income (loss) per shares

Class B ordinary shares - weighted average shares outstanding, basic and diluted (1)

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

For the period from April 22, 2021 (inception) through June 30, 2021, Class B ordinary shares excluded 562,500 shares subject to forfeiture.

notes are an integral part of these unaudited condensed financial statements.

VAHANNA TECH EDGE ACQUISITION I CORP.

Class B ordinary shares - Basic and diluted net income (loss) per shares

For the period from April 22, 2021 (inception) through September

30, 2021, Class B ordinary shares excluded 562,500 shares subject to forfeiture.

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

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

2 unchanged sentences

Balance, March 31, 2022

Remeasurement of Class A ordinary shares to redemption valu e

Remeasurement of Class A ordinary shares to redemption value

Balance, June 30, 2022

Remeasurement of Class A ordinary shares to redemption value

Balance, September 30, 2022

Class B Ordinary

2 unchanged sentences

Issuance of ordinary shares to Sponsor (1)

Balance – June 30, 2021

Balance – June 30, 2021 and September 30, 2021 (1)

Includes an aggregate of up to 562,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

1 unchanged sentence

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

VAHANNA TECH EDGE ACQUISITION I CORP.

CONDENSED STATEMENTS OF CASH FLOWS

June 30, 2022

September 30,

For the period

April 22, 2021

June 30, 2021

September 30,

Cash flows from operating activities:

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

Unrealized gains on investments held in the Trust

Net income (loss)

Adjustments to reconcile net income (loss)

to net cash used in operating activities

Realized and unrealized gains on investments held in the Trust Account

Changes in operating assets and liabilities:

5 unchanged sentences

Deferred offering costs

Proceeds from related party

Proceeds from convertible note – related party

3 unchanged sentences

Cash at end of period

Non-cash financing activities:

financing activities:

Deferred offering costs included in accrued offering costs

Deferred offering costs paid in exchange for ordinary shares

Remeasurement of Class A ordinary shares to redemption valu e

Remeasurement of Class A ordinary shares to redemption value

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

VAHANNA TECH EDGE ACQUISITION I CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

SEPTEMBER 30, 2022

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

4 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, 2022, the Company had not commenced any operations.

All activity for the period from April 22, 2021 (inception) through June 30, 2022 relates to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below and search for an acquisition target.

As of September 30, 2022, the Company had not commenced any operations.

All activity for the period from April 22, 2021 (inception) through September 30, 2022 relates to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below and search for an acquisition target.

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

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company will generate non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

16 unchanged sentences

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 % of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account).

The Company will only complete a Business Combination if the post-Business Combination 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the

“Investment Company Act”).

The stock exchange listing rules require that the Business Combination must

be with one or more operating businesses or assets with a fair market value equal to at least 80 % of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account).

There is no assurance that the Company will be able to successfully effect a Business Combination.

26 unchanged sentences

If the Company has not completed a Business Combination within 15 months from the closing of the Initial Public Offering (or 18 months from the closing of the Initial Public Offering if we have filed a proxy statement, registration statement or similar filing for an initial Business Combination but have not completed the initial Business Combination within such 15 -month

period, or up to 21 months from the Initial Public Offering if the Company extends the period of time to consummate a Business Combination) (the “Combination Period”), the Company 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 100 % of 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 (which interest shall be net of taxes payable, and less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law.

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

11 unchanged sentences

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

As a result, these factors raise substantial doubt about the Company’s ability to continue as a going concern.

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

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.

As a result, these factors raise substantial doubt about the Company’s ability to continue as a going concern.

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

Risks and Uncertainties

8 unchanged sentences

Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements.

NOTE 2 — SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

— The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q

— The accompanying unaudited financial statements have been prepared in

accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q

and Article 8 of Regulation S-X

1 unchanged sentence

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of the Company’s management, the unaudited financial statements as of June 30, 2022 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, 2022 and its results of operations and cash flows for the three and six months ended June 30, 2022.

The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future interim period.

In the opinion of the Company’s management, the unaudited financial statements as of September 30, 2022 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, 2022 and its results of operations and cash flows for the three and nine months ended September 30, 2022.

The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future interim period.

Emerging Growth Company

12 unchanged sentences

Investments held in the Trust Account

Investments held in the Trust Account were $ 204,371,729 and $ 204,113,336 at June 30, 2022 and December 31, 2021, respectively.

Investments held in the Trust Account were $ 205,398,150 and $ 204,113,336 at September 30, 2022 and December 31, 2021, respectively.

Offering Costs associated with the Initial Public Offering

7 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 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 sheet.

The Company recognizes changes in redemption value immediately

as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.

Accordingly, at September 30, 2022 and December 31, 2021, the ordinary shares subject to possible redemption in the amount of $ 205,398,150 and $ 204,102,000 , respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable ordinary shares are affected by changes against additional paid-in

7 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September

30, 2022 and December 31, 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

2 unchanged sentences

Consequently, income taxes are not reflected in the Company’s financial statements.

Net Loss per Ordinary Share

The Company complies with accounting and disclosure requirements of 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 for the period.

Accretion associated with the redeemable Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value.

The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events.

The Company did no t include any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company because to do so would be anti-dilutive as the Company had a loss for the period.

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

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period.

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

The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events.

As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

For the Three

June 30, 2022

Basic and diluted net loss per share

Allocation of net loss

September 30,

For the Three

September 30,

Basic and diluted net income per share

Allocation of net income

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net loss per share

Basic and diluted net income per share

Concentration of Credit Risk

12 unchanged sentences

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets as of June 30, 2022 and December 31, 2021, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets as of September 30, 2022 and December 31, 2021, primarily due to their short-term nature.

Cash and Cash Equivalents

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, 2022 and December 31, 2021.

The Company did no t have any cash equivalents as of September 30, 2022 and December 31, 2021.

Derivative Financial Instruments

24 unchanged sentences

Founder Shares

— On May 6, 2021, the

Sponsor received 5,750,000 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for the payment of $ 25,000 of deferred offering costs.

— On May 6, 2021, the Sponsor received 5,750,000 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for the payment of $ 25,000 of deferred offering costs.

On October 28, 2021, the Sponsor surrendered and forfeited 1,437,500 Founder Shares for no consideration, following which the Sponsor held 4,312,500 Founder Shares.

1 unchanged sentence

The Sponsor surrendered and forfeited 150,000 Founder Shares at no cost, and the representative purchased 150,000 Founder Shares, for an aggregate purchase price of $ 500,000 , in connection with the closing of the Initial Public Offering (see Note 6).

The Company accounted for the excess $ 623,500 of fair value $ 1,123,500 over the purchase price $ 500,000 as an offering cost with an offset to additional paid-in capital.

The Company accounted for the excess $ 623,500 of fair value $ 1,123,500 over the purchase price $ 500,000 as an offering cost with an offset to additional paid-in

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:

1 unchanged sentence

day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

On June 30, 2021, the Sponsor granted units to three of the Company’s directors equivalent to 75,000 Founder Shares

which will be convertible into Class A ordinary shares following the consummation of the Company’s initial Business Combination which is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

On June 30, 2021, the Sponsor granted units to three of the Company’s directors equivalent to 75,000 Founder Shares which will be convertible into Class A ordinary shares following the consummation of the Company’s initial Business Combination which is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date.

2 unchanged sentences

Compensation expense related to the units is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

As of June 30, 2022, the Company determined that a Business Combination is not considered probable and therefore, no stock-based compensation expense has been recognized.

As of September

30, 2022, the Company determined that a Business Combination is not considered probable and therefore, no stock-based compensation expense has been recognized.

Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of units times the grant date fair value per share.

7 unchanged sentences

Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

On March 11, 2022, the monthly fee was increased to $ 20,000 in consideration of certain analytical services performed by the Sponsor.

On March 11, 2022, the monthly fee was increased

to $ 20,000 in consideration of the Sponsor’s payment of the fixed retainer fee payable to Indus LLP (see Services Agreement) in addition to the payment for office space, utilities and secretarial and administrative support provided by the Sponsor.

This change was applied retroactively for the months of November and December.

As such, $ 60,000 and $ 120,000 was incurred and paid to the Sponsor for the three and six months ended June 30, 2022 related to these services.

The analytical services performed by the Sponsor are provided through an entity controlled by the Company’s Chairman and the Company’s Chief Executive Officer.

such, $ 60,000 and $ 180,000 was incurred and paid to the Sponsor for the three and nine months ended September 30, 2022 related to these services.

Promissory Note — Related Party

On May 6, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 .

May 6, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 .

The Promissory Note is non-interest

bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering.

As of June 30, 2022 and December 31, 2021, there were no amounts outstanding under the Promissory Note.

As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under the Promissory Note.

Convertible Promissory Note – Related Party

In order to finance transaction costs in connection with a Business Combination, on June 20, 2022, the Sponsor agreed to loan the Company

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”).

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

per Conversion Warrant.

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.

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

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

— The holders

of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares).

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities.

— The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares).

The holders of these

securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or

cause any registration statement to become effective until the securities covered thereby are released from their lock-up

However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up

restrictions.

15 unchanged sentences

— The Company is authorized to issue 1,000,000 preference 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, 2022 and December 31, 2021, there were no preference 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.

As of September 30, 2022 and December 31, 2021, there were no preference shares issued or outstanding.

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, 2022 and December 31, 2021, there were no Class A ordinary shares issued or outstanding (excluding the 20,010,000 shares recorded as temporary equity).

As of September 30, 2022 and December 31, 2021, there were no Class A ordinary shares issued or outstanding (excluding the 20,010,000 shares recorded as temporary equity).

B Ordinary Shares

1 unchanged sentence

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

As of June 30, 2022 and December 31, 2021, there were 5,002,500 Class B ordinary shares issued and outstanding.

As of September 30, 2022 and December 31, 2021, there were 5,002,500 Class B ordinary shares issued and outstanding.

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

3 unchanged sentences

basis , subject to adjustment.

In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable

upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted

basis, 20 % of the sum of the total number of all shares of ordinary shares outstanding upon the completion of Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of Class A ordinary shares redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination.

18 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 1. Financial Statements