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Item 1. Financial Statements

2022-05-12 compared with 2021-11-12 · 279 added, 311 removed, 340 unchanged (63% of the section changed)

FINANCIAL STATEMENTS

Global Partner Acquisition

Condensed Balance Sheets

September 30,

Partner Acquisition Corp II

Balance Sheets

Current assets -

Prepaid expenses

Deferred offering costs

Total current assets

Cash and investments held in Trust Account

$ 301,293,000

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

current assets

and investments held in Trust Account

AND SHAREHOLDERS’ EQUITY (DEFICIT)

current liabilities

Offering costs, payable and accrued

Accrued liabilities

Note Payable to Sponsor

Total current liabilities

Other liabilities –

Warrant liability

Deferred underwriting compensation

Total liabilities

Commitments and contingencies

liabilities –

underwriting compensation

and contingencies

Class A ordinary shares subject to possible redemption;

30,000,000 shares, (at approximately $10.00 per share)

Shareholders’ equity (deficit):

Shareholders’

equity (deficit):

Preference shares, $ 0.0001 par value;

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Class B ordinary shares, $ 0.0001 par value, 50,000,000 authorized shares, 7,500,000 shares issued and outstanding

Additional paid-in-capital

Retained earnings (accumulated deficit)

( 25,659,000 )

Total shareholders’ equity (deficit)

( 25,658,000 )

Total liabilities and shareholders’ equity (deficit)

$ 301,293,000

See accompanying notes to condensed financial statements.

Global Partner Acquisition Corp II

Condensed Statements of Operations

September 30,

paid-in-capital

earnings (accumulated deficit)

shareholders’ equity (deficit)

liabilities and shareholders’ equity (deficit)

accompanying notes to unaudited condensed financial statements.

Partner Acquisition Corp II

Statements of Operations

For the three months

ended March 31,

General and administrative expenses

Loss from operations

( 3,343,000 )

Other income (expense) -

2 unchanged sentences

Change in fair value of warrant liability

Net (loss) income

Two Class Method for Per Share Information:

Weighted average Class A ordinary shares outstanding - basic and diluted

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Net income per Class B ordinary share – basic and diluted

See accompanying notes to condensed financial statements

Global Partner Acquisition Corp II

Condensed Statement of Changes in Shareholders’

Equity (Deficit)

For the three months ended September 30, 2021

Ordinary Shares

accompanying notes to unaudited condensed financial statements

Partner Acquisition Corp II

Statements of Changes in Shareholders’ Equity (Deficit)

For the three months ended March 31, 2022 and 2021

the three months ended March 31, 2022:

Shareholders’

Equity (Deficit)

Balances, June 30, 2021, as revised (unaudited)

December 31, 2021,

$ ( 25,129,000 )

$ ( 25,128,000 )

Net income (loss), three months ended September 30, 2021

Balances, September 30, 2021 (unaudited)

March 31, 2022 (unaudited)

$ ( 18,446,000 )

$ ( 18,445,000 )

See accompanying notes to condensed financial statements.

Global Partner Acquisition Corp II

Condensed Statement of Changes in Shareholders’

Equity (Deficit)

For the nine months ended September 30, 2021

Ordinary Shares

the three months ended March 31, 2021:

Shareholders’

Equity (Deficit)

Balances, December 31, 2020

Sale of Units to the public at $ 10.00 per Unit less fair value, $ 14,100,000 , allocated to public warrants

Underwriters’ discount and offering Expenses, net of approximately $ 800,000 allocated to warrant liability

( 16,254,000 )

December 31, 2020,

Proceeds from sale of 5,566,667 Private Placement Warrants at $ 1.50 per warrant in excess of fair value of $ 1.41 per warrant

Change in Class A ordinary shares subject to possible redemption

( 30,000,000 )

( 299,997,000 )

for Class A ordinary shares subject to redemption to redemption amount

( 29,829,000 )

Transfer negative balance in Additional Paid in Capital to Accumulated Deficit

( 30,354,000 )

Net income, nine months ended September 30, 2021

Balances, September 30, 2021 (unaudited)

March 31, 2021 (unaudited)

$ ( 25,204,000 )

$ ( 25,203,000 )

See accompanying notes to condensed financial statements.

Global Partner Acquisition Corp II

Condensed Statement of Cash Flows

September 30,

accompanying notes to unaudited condensed financial statements.

Partner Acquisition Corp II

Statements of Cash Flows

For the three months

ended March 31,

Cash flow from operating activities:

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( 6,849,000 )

( 5,604,000 )

Changes in operating assets and liabilities:

Increase in prepaid expenses

Increase in accrued liabilities

Decrease in accounts payable

Increase (decrease) in accrued liabilities and rounding

Net cash used in operating activities

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Net cash provided by financing activities

Net increase in cash

Net increase (decrease) in cash

Cash at beginning of period

1 unchanged sentence

Supplemental disclosure of non-cash financing activities:

Initial value of Class A ordinary shares subject to redemption, as revised

$ 300,000,000

Change in value of Class A ordinary shares subject to redemption

Deferred underwriter compensation

Offering costs included in offering costs, payable and accrued

Initial Warrant liability in connection with initial public offering and private placement

See accompanying notes to condensed financial statements.

accompanying notes to unaudited condensed financial statements.

Partner Acquisition Corp II

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as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

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

All activity for the period from November 3, 2020 (inception) to September

March 31, 2022, the Company had not commenced any operations.

All activity for the period from November 3, 2020 (inception) to March

31, 2022 relates to the Company’s formation and the initial public offering (“Public Offering”) described below and,

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revenues until after completion of its initial Business Combination, at the earliest.

The Company expects to generate non-operating income

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

The Company has selected December 31 as its

fiscal year end.

The Company generates non-operating income in the

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

dollar amounts are rounded to the nearest thousand dollars.

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If the Company seeks shareholder approval, it will complete its Business Combination only if a majority

of the outstanding shares of Class A and Class B ordinary shares voted are voted in favor of the Business Combination.

in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $ 5,000,001

upon consummation of a Business Combination.

In such case, the Company would not proceed with the redemption of its public shares and

the related Business Combination, and instead may search for an alternate Business Combination.

of the outstanding Class A and Class B ordinary shares voted are voted in favor of the Business Combination.

However, in no

event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 upon

consummation of a Business Combination.

In such case, the Company would not proceed with the redemption of its public shares and the

related Business Combination, and instead may search for an alternate Business Combination.

the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a public shareholder

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taxes payable and amounts released to the Company for working capital.

As a result, such shares of Class A ordinary shares are recorded

at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting

As a result, such Class A ordinary shares are recorded at

redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting

Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from

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Company will have 24 months, until January 14, 2023, from the closing date of the Public Offering to complete its initial Business Combination

If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for

the purposes of winding up;

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

public shares of Class A ordinary shares for a per share pro rata portion of the Trust Account, including interest, but less taxes

payable and amounts released to the Company for working capital (less up to $100,000 of such net interest to pay dissolution expenses)

and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets

to its creditors and remaining shareholders, as part of its plan of dissolution and liquidation.

The initial shareholders have entered

into letter agreements with us, pursuant to which they have waived their rights to participate in any redemption with respect to their

Founders Shares;

however, if the initial shareholders or any of the Company’s officers, directors or affiliates acquire shares

of Class A ordinary shares in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon

the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within 24 months, January

14, 2023, from the closing of the Public Offering.

or until the end of any extension period that may be proposed to and approved by the Company’s shareholders in the form of an amendment

to the Company’s amended and restated memorandum and articles of association (the “Combination Period”).

If the Company

does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of

(ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public Class A

ordinary shares for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and amounts released

to the Company for working capital (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly

as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining

shareholders, as part of its plan of dissolution and liquidation.

The initial shareholders have entered into letter agreements with us,

pursuant to which they have waived their rights to participate in any redemption with respect to their Founders Shares;

however, if the

initial shareholders or any of the Company’s officers, directors or affiliates acquire Class A ordinary shares in or after

the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation

in the event the Company does not complete a Business Combination within 24 months, January 14, 2023, from the closing of the Public

the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including

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dollars and in conformity with accounting

principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the SEC and

reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair

presentation of the financial position as of September 30, 2021, and the results of operations and cash flows for the periods presented.

Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant

to such rules and regulations.

principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities

and Exchange Commission (“SEC”) and reflect all adjustments, consisting only of normal recurring adjustments, which are,

in the opinion of management, necessary for a fair presentation of the financial position and the results of operations and cash flows

for the periods presented.

Certain information and disclosures normally included in financial statements prepared in accordance with

GAAP have been omitted pursuant to such rules and regulations.

Interim results are not necessarily indicative of results for a full year

or any future periods.

accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial

statements and notes thereto included in the Company’s final prospectus dated January 11, 2021, as well as the Company’s

audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 11, 2021.

September 30, 2021, the Company has approximately $ 969,000 in cash and approximately $ 1,527,000 in negative working capital.

statements and notes thereto included in the Company’s audited financial statements included in the Company’s Annual Report

on Form 10-K filed with the SEC on March 18, 2022.

and Going Concern:

March 31, 2022, the Company has approximately $ 528,000 in cash and approximately $ 1,975,000 in negative working capital.

has incurred and expects to continue to incur significant costs in pursuit of its Business Combination.

These conditions raise substantial

doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial

statements are issued.

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

successful within the Combination Period.

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

of this uncertainty.

Further, if the Company cannot

complete a Business Combination prior to January 14, 2023, it could be forced to wind up its operations and liquidate unless it receives

an extension approval from its shareholders.

These conditions raise substantial doubt about the Company’s ability to continue as

a going concern for a period of time within one year after the date that the financial statements are issued.

The Company’s plan

to deal with these uncertainties is to preserve cash by deferring payments with anticipated cooperation from its service providers and

to complete a Business Combination prior to January 14, 2023.

There is no assurance that the Company’s plans to consummate a Business

Combination will be successful or successful within the Combination Period.

The financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

Growth Company:

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new or revised standard.

Income (Loss) per Share:

Income (Loss) per Ordinary Share:

income (loss) per ordinary share is computed by dividing net income (loss) applicable to ordinary shareholders by the weighted average

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and Private Placement to purchase an aggregate of 15,566,667 Class A ordinary shares in the calculation of diluted income (loss) per

share, since their inclusion would be anti-dilutive under the treasury stock method.

As a result, diluted income (loss) per ordinary

share is the same as basic loss per ordinary share for the period.

The Company complies with the accounting and disclosure requirements of

FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary

shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of shares.

Net income (loss) per ordinary

share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding during the respective

The following table reflects the earnings per share after allocating income

between the shares based on outstanding shares.

ordinary share, since their inclusion would be anti-dilutive under the treasury stock method.

As a result, diluted income (loss) per

ordinary share is the same as basic loss per ordinary share for the period.

Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company

has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared

pro rata among the two classes of shares.

Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the

weighted average number of ordinary shares outstanding during the respective period.

following table reflects the earnings per share after allocating income between the shares based on outstanding shares.

Three months ended

Nine months ended

September 30, 2021

Three months ended

March 31, 2022

March 31, 2021

Basic and diluted net income per ordinary share:

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and management believes the Company is not exposed to significant risks on such accounts.

fair value of the Company’s assets and liabilities (excluding the Warrant liability), which qualify as financial instruments under

Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC 820”), “Fair Value Measurements and

Disclosures,” approximates the carrying amounts represented in the financial statements, primarily due to their short-term nature.

and Cash Equivalents:

Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents.

The Company had no cash equivalents at March 31, 2022 or December 31, 2021.

Value Measurements

Company complies with FASB ASC 820, Fair Value Measurements and Disclosures, 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.

As of March 31, 2022 and December 31, 2021, the carrying value of cash, prepaid expenses, accounts payable and

accrued expenses approximate their fair values primarily due to the short-term nature of the instruments.

value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments

in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly

or indirectly observable such as quoted prices for similar instruments in active markets

or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring

an entity to develop its own assumptions, such as valuations derived from valuation techniques

in which one or more significant inputs or significant value drivers are unobservable.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input

that is significant to the fair value measurement.

of Estimates:

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accordingly the actual results could differ significantly from those estimates.

Offering Costs:

Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A— “Expenses

of Offering.” Costs incurred in connection with preparation for the Public Offering total approximately $ 17,054,000 including $ 16,500,000

of Offering.” Costs incurred in connection with preparation for the Public Offering totalled approximately $ 17,054,000 including

$ 16,500,000 of underwriters’ discount.

Such costs were allocated among the equity and warrant liability components and approximately $ 16,254,000

has been charged to equity for the equity components based on the relative fair-value of the warrants and approximately $ 800,000 has

been charged to other expense for the warrant liability components upon completion of the Public Offering.

Such costs were allocated among the temporary equity and warrant liability components and

approximately $ 16,254,000 has been charged to temporary equity for the temporary equity components based on the relative fair-value of

the warrants and approximately $ 800,000 has been charged to other expense for the warrant liability components upon completion of the

Public Offering.

A Ordinary Shares Subject to Possible Redemption:

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as Class A ordinary shares subject to redemption on the enclosed balance sheet.

See also, Note 7, regarding a revision to the presentation

of redeemable shares in these financial statements and the effect on previously reported financial statements.

Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to additional paid-in

Accordingly, at September 30, 2021, 30,000,000 of the 30,000,000 Public Shares were classified outside of permanent equity.

Accordingly, at March 31, 2022, 30,000,000 of the 30,000,000 Public Shares were classified outside of permanent equity.

A ordinary shares subject to redemption consist of:

Gross proceeds of Public Offering

$ 300,000,000

Proceeds allocated to Public Warrants

( 14,100,000 )

Offering costs

( 16,254,000 )

Accretion of carrying value to redemption value

Class A ordinary shares subject to redemption

$ 300,000,000

ASC 740 prescribes a recognition threshold and a measurement attribute for the balance sheet recognition and measurement of tax positions

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major tax jurisdiction.

There were no unrecognized tax benefits as of September 30, 2021.

The Company recognizes interest and penalties

related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest and penalties at September

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

deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021.

The Company recognizes interest

and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest and penalties

at March 31, 2022 or 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.

The Company is subject to income tax examinations by major taxing authorities

since inception.

Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements

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ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible

ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption

permitted beginning on January 1, 2021.

The Company is currently evaluating the impact that the pronouncement will have on the financial

ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis.

The Company is

currently evaluating the impact that the pronouncement will have on the financial statements.

does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a

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and does not redeem in connection with the Company’s initial business combination (the “Distributable Redeemable Warrants”).

Each whole Redeemable Warrant offered in the Public Offering is exercisable to purchase one share of the Company’s Class A

ordinary shares.

Each whole Redeemable Warrant offered in the Public Offering is exercisable to purchase of the Company’s Class A ordinary

Only whole Redeemable Warrants may be exercised.

Under the terms of the warrant agreement, the Company has agreed to

use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial

Business Combination.

Under the terms of the warrant agreement, the Company has agreed to use its

best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business

No fractional shares will be issued upon exercise of the Redeemable Warrants.

If, upon exercise of the Redeemable

Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the

nearest whole number the number of shares of Class A ordinary shares to be issued to the Redeemable Warrant holder.

Each Redeemable

Warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination

or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company’s initial Business

Combination or earlier upon redemption or liquidation.

However, if the Company does not complete its initial Business Combination on

or prior to the 24-month period, January 14, 2023, allotted to complete the Business Combination, the Redeemable Warrants will expire

at the end of such period.

If the Company is unable to deliver registered Class A ordinary shares to the holder upon exercise of

a Redeemable Warrant during the exercise period, there will be no net cash settlement of these Redeemable Warrants and the Redeemable

Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement.

Once the Redeemable Warrants become exercisable, the Company may redeem the outstanding Redeemable Warrants in whole and not in part

at a price of $ 0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the

last sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share for any 20 trading days within the 30-trading

day period ending on the third trading day before the Company sends the notice of redemption to the Redeemable Warrant holders, and that

certain other conditions are met.

Once the Redeemable Warrants become exercisable, the Company may also redeem the outstanding Redeemable

Warrants in whole and not in part at a price of $ 0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption,

only in the event that the closing price of the Class A ordinary shares equals or exceeds $ 10.00 per share on the trading day prior

to the date on which the Company sends the notice of redemption, and that certain other conditions are met.

If the closing price of the

Class A ordinary shares is less than $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three

trading days before the Company sends the notice of redemption to the warrant holders, the Private Placement Warrants must also concurrently

be called for redemption on the same terms as the outstanding Public Warrants, as described above.

If issued, the Distributable Redeemable

Warrants are identical to the Redeemable Warrants.

If, upon exercise of the Redeemable Warrants,

a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole

number the number of Class A ordinary shares to be issued to the Redeemable Warrant holder.

Each Redeemable Warrant will become

exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the

closing of the Public Offering and will expire five years after the completion of the Company’s initial Business Combination or

earlier upon redemption or liquidation.

However, if the Company does not complete its initial Business Combination on or prior to the

24-month period, January 14, 2023, allotted to complete the Business Combination, the Redeemable Warrants will expire at the end of such

If the Company is unable to deliver registered Class A ordinary shares to the holder upon exercise of a Redeemable Warrant

during the exercise period, there will be no net cash settlement of these Redeemable Warrants and the Redeemable Warrants will expire

worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement.

Once the Redeemable

Warrants become exercisable, the Company may redeem the outstanding Redeemable Warrants in whole and not in part at a price of $ 0.01

per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the

Class A ordinary shares equals or exceeds $ 18.00 per share for any 20 trading days within the 30-trading day period ending on the

third trading day before the Company sends the notice of redemption to the Redeemable Warrant holders, and that certain other conditions

Once the Redeemable Warrants become exercisable, the Company may also redeem the outstanding Redeemable Warrants in whole and

not in part at a price of $ 0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event

that the closing price of the Class A ordinary shares equals or exceeds $ 10.00 per share on the trading day prior to the date on

which the Company sends the notice of redemption, and that certain other conditions are met.

If the closing price of the Class A ordinary

shares is less than $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before

the Company sends the notice of redemption to the warrant holders, the Private Placement Warrants must also concurrently be called for

redemption on the same terms as the outstanding Public Warrants, as described above.

If issued, the Distributable Redeemable Warrants

are identical to the Redeemable Warrants and together represent the Public Warrants.

Company had granted the underwriters a 45-day option to purchase up to 2,500,000 Units to cover any over-allotments, at the Public Offering

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The Founder Shares are substantially identical to the Class A ordinary shares included in the Units sold in the Public Offering

except that the Founder Shares automatically convert into shares of Class A ordinary shares at the time of the initial Business

Combination, or at any time prior thereto at the option of the holder, and are subject to certain transfer restrictions, as described

in more detail below, and the Founder Shares are subject to vesting as follows:

50% upon the completion of a business combination and

then 12.5% on each of the attainment of Return to Shareholders (as defined in the agreement) exceeding 20%, 30%, 40% and 50%.

events, as defined in the agreement, could trigger an immediate vesting under certain circumstances.

Founder Shares that do not vest

within an eight-year period from the closing of the business combination will be cancelled.

except that the Founder Shares automatically convert into Class A ordinary shares at the time of the initial Business Combination,

or at any time prior thereto at the option of the holder, and are subject to certain transfer restrictions, as described in more detail

below, and the Founder Shares are subject to vesting as follows:

50% upon the completion of a business combination and then 12.5% on

each of the attainment of Return to Shareholders (as defined in the agreement) exceeding 20%, 30%, 40% and 50%.

Certain events, as defined

in the agreement, could trigger an immediate vesting under certain circumstances.

Founder Shares that do not vest within an eight-year

period from the closing of the business combination will be cancelled.

Sponsor agreed to forfeit up to 625,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the

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non-interest bearing and payable on the earlier of June 30, 2021 or the completion of the Public Offering.

As of January 13, 2021, the

Company had drawn down approximately $ 199,000 under the Note, including approximately $ 49,000 of costs paid directly by the Sponsor,

for costs related to costs of the Public Offering.

On January 14, 2021, upon closing of the Public Offering, all amounts outstanding

under the Note were repaid.

As of the closing date of

the Public Offering , the Company had drawn down approximately $ 199,000 under the Note, including approximately $ 49,000 of costs paid

directly by the Sponsor, for costs related to costs of the Public Offering.

On January 14, 2021, upon closing of the Public Offering,

all amounts outstanding under the Note were repaid and the Note is no longer available to the Company.

Administrative

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and maintenance of the Company’s website, and miscellaneous additional services.

Services will commence on the date the securities

Services commenced on the date the securities

are first listed on the Nasdaq Capital Market and will terminate upon the earlier of the consummation by the Company of an initial Business

Combination or the liquidation of the Company.

Approximately $ 75,000 and $ 213,000 , respectively, was paid and charged to general and

administrative expenses during the three and nine months ended September 30, 2021 for this agreement and there were no amounts payable

or accrued at that date.

5 – Accounting for Warrant Liability, Correction of Previously Issued Balance Sheet and Fair Value of Warrants

September 30, 2021, there were 15,566,667 warrants outstanding including 10,000,000 Public Warrants and 5,566,667 Private Placement Warrants.

Company accounts for its warrants outstanding as liabilities consistent with the “Staff Statement on Accounting and Reporting Considerations

for Warrants Issued by Special Purpose Acquisition Companies (SPAC’s)” issued on April 12, 2021 by the staff (the “Staff”)

of the Division of Corporation Finance of the SEC.

The Staff Statement, among other things, highlights the potential accounting implications

of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies

(“SPAC”) and calls into question the common practice among SPAC’s, including the Company, of classifying the public

and private warrants issued in connection with the SPAC’s public offering as equity.

As a result of this guidance, the Company’s

management further evaluated its public and private warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40,

Contracts in Entity’s Own Equity including with the assistance of accounting and valuation consultants and concluded that the Company’s

warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder

of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares.

its closing balance sheet as of January 14, 2021 prepared in connection with the Public Offering and filed with the SEC on January 21,

2021, the Company accounted for its outstanding public and private warrants as components of equity instead of as derivative liabilities.

impact of accounting for public and private warrants as liabilities at fair value resulted in approximately a $ 21,949,000 increase to

the warrant liability line item at January 14, 2021 and an offsetting decrease to the line item for Class A ordinary shares subject

to redemption.

There is no change to total shareholders’ equity at any reported balance sheet date.

In addition, the Company has

recorded approximately $ 800,000 of costs to operations upon issuance of the warrants to reflect warrant issuance costs.

The Company’s

accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s

previously reported operating expenses, cash flows, cash, trust account or total shareholders’ equity.

Approximately $ 75,000 and $ 63,000 , respectively, was paid and charged to general and administrative

expenses during the three months ended March 31, 2022 and 2021 for this agreement and there were no amounts payable or accrued at March

31, 2022 or December 31, 2021.

5 – Accounting for Warrant Liability and Fair Value of Warrants

March 31, 2022 and December 31, 2021, there were 15,566,667 warrants outstanding including 10,000,000 Public Warrants and 5,566,667 Private

Placement Warrants.

Company’s warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because

the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares.

As such, the company’s

warrants are accounted for as warrant liabilities which are required to be valued at fair value at each reporting period.

Company has recorded approximately $ 800,000 of costs to operations upon issuance of the warrants to reflect warrant issuance costs in

the three months ended March 31, 2021.

following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis

at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair

September 30,

at March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine

such fair value.

Quoted Prices

2 unchanged sentences

Private Placement Warrants

Warrant liability at September 30, 2021

September 30, 2021, the Company values its (a) public warrants based on the closing price at September 30, 2021 in an active market and

(b) its private placement warrants based on the closing price of the public warrants since they are similar instruments.

following table presents the changes in the fair value of warrant liabilities during the nine months ended September 30, 2021:

Warrant liability at March 31, 2022

Quoted Prices

Warrant Liabilities:

Public Warrants

Private Placement Warrants

Warrant liability at December 31, 2021

March 31, 2022 and December 31, 2021, the Company values its (a) public warrants based on the closing price at March 31, 2022 and December

31, 2021 in an active market and (b) its private placement warrants based on the closing price of the public warrants since they are

similar instruments.

following table presents the changes in the fair value of warrant liabilities during the three months ended March 31, 2022:

Fair value measurement on December 31, 2021

Change in fair value

( 4,400,000 )

( 2,449,000 )

( 6,849,000 )

Fair value as of March 31, 2022

following table presents the changes in the fair value of warrant liabilities during the three months ended March 31, 2021:

Fair value measurement on December 31, 2020

Fair value at inception of the warrants on January 14, 2021

3 unchanged sentences

( 5,604,000 )

Fair value as of September 30, 2021

Fair value as of March 31, 2021

warrant liabilities are not subject to qualified hedge accounting.

Company’s policy is to record transfers at the end of the reporting period.

public warrants were transferred from Level 3 to Level 1, and the private placement warrants were transferred from Level 3 to Level 2,

during the period ended June 30, 2021.

6 – Trust Account and Fair Value Measurement

7 unchanged sentences

April 2021, the Company’s U.S.

government treasury bills yielding approximately 0.1 % matured and the proceeds were deposited in

a money market fund which meets certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and invests only in

government treasury bills matured and the proceeds were deposited in a money market fund which meets

certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and invests only in direct U.S.

government obligations.

At September 30, 2021, the Trust Account continues to be invested in that money market fund.

Company classifies its U.S.

government treasury bills and equivalent securities as held-to-maturity in accordance with FASB ASC 320,

“Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has

the ability and intent to hold until maturity.

following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September

30, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

all of the Company’s permitted investments at September 30, 2021 consisted of money market funds meeting certain conditions under

Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S.

government obligations U.S.

government treasury

bills, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical

assets or liabilities as follows:

September 30,

Money Market Fund

$ 300,068,000

7 – Revision of Previously Issued Financial Statements

A Ordinary Shares Subject to Redemption:

September 2021, the Chief Accountant of the Securities and Exchange Commission determined that under the terms of share redemption applicable

to the Class A ordinary shares of most special purpose acquisition companies (“SPAC”), including the Company, all of such

shares should be accounted for as redeemable in such companies’ financial statements.

Previously, most SPAC’s, including

the Company, had accounted for Class A ordinary shares as redeemable except for the amount of such shares necessary to have a minimum

shareholders’ equity of $ 5,000,001 because such SPAC’s had been organized to avoid entering into any transaction that would

cause its shareholders’ equity to fall be below the $ 5,000,000 threshold.

a result of the above, the Company has recorded all outstanding Class A ordinary shares as Class A ordinary shares subject to redemption

in the September 30, 2021 condensed balance sheet.

The effect of this change on previously issued financial statements is as follows:

As Previously

Balance Sheet at January 14, 2021

Class A ordinary shares subject to possible redemption

$ 265,167,000

Additional paid-in capital

( 5,004,000 )

Accumulated deficit

( 29,829,000 )

( 29,834,000 )

Total shareholders’ equity (deficit)

( 34,834,000 )

( 29,833,000 )

Balance Sheet at March 31, 2021

Class A ordinary shares subject to possible redemption

$ 269,797,000

Additional paid-in capital

Accumulated deficit

( 29,829,000 )

( 25,204,000 )

Total shareholders’ equity (deficit)

( 30,203,000 )

( 25,203,000 )

Balance Sheet at June 30, 2021

Class A ordinary shares subject to possible redemption

$ 267,836,000

Additional paid-in capital

( 2,335,000 )

Accumulated deficit

At March 31, 2022 and December 31, 2021, the Trust Account continues to be invested in that money market fund.

The Company classifies

government treasury bills and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments

– Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent

to hold until maturity.

Money market funds are valued at market.

following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of March

31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such

Since all of the Company’s permitted investments at March 31, 2022 and December 31, 2021 consisted of money market

funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S.

obligations U.S.

government treasury bills, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted)

in active markets for identical assets or liabilities as follows:

$ 300,101,000

Total shareholders’ equity (deficit)

$ 300,075,000

Company’s accounting for the all of the Class A ordinary shares as redeemable instead of including a portion in shareholders’

equity did not have any effect on the Company’s previously reported operating expenses, cash flows or cash.

8 – Shareholders’ Equity

7 – Shareholders’ Equity (Deficit)

authorized ordinary shares of the Company include 500,000,000 Class A ordinary shares, par value, $ 0.0001 , and 50,000,000 Class B

4 unchanged sentences

Holders of the Company’s Class A

and Class B ordinary shares vote together as a single class and are entitled to one vote for each share of Class A and

Class B ordinary shares.

and Class B ordinary shares vote together as a single class and are entitled to one vote for each Class A and Class B

ordinary share.

Founder Shares are subject to vesting as follows:

4 unchanged sentences

Shares that do not vest within an eight-year period from the closing of the business combination will be cancelled.

September 30, 2021, after the January 2021 share recapitalization of Class B ordinary shares and the Public Offering including Class

A ordinary shares, there were 7,500,000 shares of Class B ordinary shares issued and outstanding, and - 0 - Class A ordinary shares

issued and outstanding (after deducting 30,000,000 Class A ordinary shares subject to possible redemption).

March 31, 2022 and December 31, 2021 there were 7,500,000 Class B ordinary shares issued and outstanding, and - 0 - and - 0 - Class

A ordinary shares issued and outstanding (after deducting 30,000,000 Class A ordinary shares subject to possible redemption at each condensed

balance sheet date).

Company is authorized to issue 5,000,000 Preference shares, par value $ 0.0001 , with such designations, voting and other rights and preferences

as may be determined from time to time by the Company’s board of directors.

At September 30, 2021, there were no Preference shares

issued or outstanding.

At March 31, 2022 and December 31, 2021, there were

no Preference shares issued or outstanding.

8 – Commitments and Contingencies

and Uncertainties—COVID-19 —Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has

concluded that while it is reasonably possible that the virus could have an effect on the Company’s financial position, results

of its operations and/or search for a target company and/or a target company’s financial position and results of its operations,

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

The condensed financial statements

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

Combination Costs

connection with identifying an initial Business Combination candidate and negotiating an initial Business Combination, the Company has

entered into, and expects to enter into additional, engagement letters or agreements with various consultants, advisors, professionals

The services under these engagement letters and agreements are material in amount and in some instances include contingent

or success fees.

Contingent or success fees (but not deferred underwriting compensation) would be charged to operations in the quarter

that an initial Business Combination is consummated.

In most instances (except with respect to our independent registered public accounting

firm), these engagement letters and agreements are expected to specifically provide that such counterparties waive their rights to seek

repayment from the funds in the Trust Account.

and Uncertainties

— Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is

reasonably possible that the pandemic could have an effect on the Company’s financial position, results of operations and/or search

for a target company and/or a target company’s financial position and results of its operations, the specific impact is not readily

determinable as of the date of these financial statements.

These financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

in Ukraine — In February 2022, the Russian Federation and Belarus commenced a military action against the country of Ukraine.

As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation

The impact of this action and related sanctions on the world economy are not determinable as of the date of these financial

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