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Item 2. Management’s Discussion and Analysis

2022-11-14 compared with 2022-08-15 · 27 added, 39 removed, 63 unchanged (51% of the section changed)

5 unchanged sentences

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q

includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We have based these forward-looking statements on our current expectations and projections about future events.

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

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.

Our only activities from inception through September 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 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.

For the three months ended September 30, 2022, we had net income of $709,655, which consisted primarily of formation and operating expenses of $316,766 which was offset by $1,026,421 of realized and unrealized gains on investments held in the Trust Account.

For the nine months ended September 30, 2022, we had net income of $456,861, which consisted primarily of formation and operating expenses of $827,953 which was offset by $1,284,814 of realized and unrealized gains on investments held in the Trust Account.

For the three months ended September 30, 2021, we did not have net income or a net loss.

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

Liquidity and Capital Resources

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

As of September 30, 2022, we had cash of $267,047.

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.

12 unchanged sentences

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.

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.

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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.

1 unchanged sentence

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 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.

Sheet Financing Arrangements

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

sheet arrangements as of June 30, 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

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.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2022.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

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Class A ordinary shares subject to possible redemption

We account for 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.

We account for 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.

1 unchanged sentence

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 sheets.

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 (i) the Initial Public Offering, and (ii) the sale of Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events.

The Company did not 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.

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 sheets.

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 (i) the Initial Public Offering, and (ii) the sale of Private Placement Warrants 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.

Recent Accounting Standards

1 unchanged sentence

Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined in Rule 12b-2

under the Exchange Act.

As a result, pursuant to Item 305(e) of Regulation S-K,

we are not required to provide the information required by this Item.

We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act.

As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by 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