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Item 1. Financial Statements

2022-08-10 compared with 2022-05-12 · 644 added, 527 removed, 92 unchanged (93% of the section changed)

FINANCIAL STATEMENTS

Partner Acquisition Corp II

Balance Sheets

Current assets -

Global Partner Acquisition Corp II

Condensed Balance Sheets

Current assets -

and investments held in Trust Account

AND SHAREHOLDERS’ EQUITY (DEFICIT)

Prepaid expenses

Total current assets

Investments held in Trust Account

$ 301,073,000

$ 301,100,000

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current liabilities–

liabilities –

underwriting compensation

and contingencies

Accounts payable

Accrued liabilities

Total current liabilities

Other liabilities –

Warrant liability

Deferred underwriting commission

Total liabilities

Commitments and contingencies

Class A ordinary shares subject to possible redemption;

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

Shareholders’

equity (deficit):

30,000,000 shares, (at approximately $ 10.02 at June 30, 2022 and $ 10.00 per share at December 31, 2021)

Shareholders’ equity (deficit):

Preference shares, $ 0.0001 par value;

2 unchanged sentences

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

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,

Additional paid-in-capital

Accumulated deficit

( 15,606,000 )

( 25,129,000 )

Total shareholders’ deficit

( 15,605,000 )

( 25,128,000 )

Total liabilities and shareholders’ deficit

$ 301,073,000

$ 301,100,000

See accompanying notes to unaudited condensed financial

Global Partner Acquisition Corp II

Condensed Statements of Operations

For the three months ended

For the six months ended

General and administrative expenses

Loss from operations

( 2,132,000 )

( 2,351,000 )

Other income (expense) -

2 unchanged sentences

Change in fair value of warrant liability

Net income (loss)

$ ( 1,961,000 )

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

Net income per Class A ordinary share – basic and diluted

Net income (loss) per Class A ordinary share – basic and diluted

Weighted average Class B ordinary shares outstanding – basic and diluted

Net income per Class B ordinary share – basic and diluted

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:

Net income (loss) per Class B ordinary share – basic and diluted

See accompanying notes to unaudited condensed financial

Global Partner Acquisition Corp II

Condensed Statements of Changes in Shareholders’

Equity (Deficit)

For the three months ended June 30, 2022:

Ordinary Shares

Shareholders’

December 31, 2021,

Balances, March 31, 2022 (unaudited)

$ ( 18,446,000 )

$ ( 18,445,000 )

March 31, 2022 (unaudited)

Accretion in value of Class A ordinary shares subject to redemption

Balances, June 30, 2022 (unaudited)

$ ( 15,606,000 )

$ ( 15,605,000 )

the three months ended March 31, 2021:

For the six months ended June 30, 2022:

Ordinary Shares

Shareholders’

December 31, 2020,

Balances, December 31, 2021

$ ( 25,129,000 )

$ ( 25,128,000 )

Accretion in value of Class A ordinary shares subject to redemption

Balances, June 30, 2022 (unaudited)

$ ( 15,606,000 )

$ ( 15,605,000 )

For the three months ended June 30, 2021:

Ordinary Shares

Shareholders’

Balances, March 31, 2021 (unaudited)

$ ( 25,204,000 )

$ ( 25,203,000 )

( 1,961,000 )

Balances, June 30, 2021 (unaudited)

$ ( 27,165,000 )

$ ( 27,164,000 )

For the six months ended June 30, 2021:

Ordinary Shares

Shareholders’

Balances, 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

for Class A ordinary shares subject to redemption to redemption amount

Accretion of Class A ordinary shares subject to redemption

( 29,829,000 )

( 30,354,000 )

March 31, 2021 (unaudited)

Balances, June 30, 2021 (unaudited)

$ ( 27,165,000 )

$ ( 27,164,000 )

accompanying notes to unaudited condensed financial statements.

Partner Acquisition Corp II

Statements of Cash Flows

For the three months

ended March 31,

See accompanying notes to unaudited condensed financial

Global Partner Acquisition Corp II

Condensed Statements of Cash Flows

For the six months ended

Cash flow from operating activities:

6 unchanged sentences

Changes in operating assets and liabilities:

Increase in prepaid expenses

Decrease in accounts payable

Increase (decrease) in accrued liabilities and rounding

Decrease (increase) in prepaid expenses

(Decrease) increase in accounts payable

Increase in accrued liabilities

Net cash used in operating activities

Cash flows from investing activities:

Cash flows used in investing activities:

Cash deposited in Trust Account

8 unchanged sentences

Net cash provided by financing activities

Net increase (decrease) in cash

Net (decrease) increase in cash

Cash at beginning of period

1 unchanged sentence

Supplemental disclosure of non-cash financing activities:

Deferred underwriter compensation

Offering costs included in offering costs, payable and accrued

accompanying notes to unaudited condensed financial statements.

Partner Acquisition Corp II

to Condensed Financial Statements

1 – Description of Organization and Business Operations

Partner Acquisition Corp II (the “Company”) was incorporated in the Cayman Islands as an exempt company on November 3, 2020.

The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization

or similar business combination with one or more businesses (the “Business Combination”).

The Company is an “emerging

growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,”

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

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,

subsequent to the Public Offering, identifying and completing a suitable Business Combination.

The Company will not generate any operating

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

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.

and Public Offering:

Company’s sponsor is Global Partner Sponsor II LLC, a Delaware limited liability company (the “Sponsor”).

intends to finance a Business Combination with proceeds from the $ 300,000,000 Public Offering (Note 3) and a $ 8,350,000 private placement

Upon the closing of the Public Offering and the private placement, $ 300,000,000 was deposited in a trust account (the “Trust

Account”) at closing on January 14, 2021.

Trust Account:

funds in the Trust Account can only be invested in U.S.

government treasury bills with a maturity of one hundred and eighty-five (185)

days or less or in 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.

Funds will remain in the Trust Account until the earlier of (i) the consummation

of its initial Business Combination or (ii) the distribution of the Trust Account as described below.

The remaining funds outside

the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisition targets and continuing

general and administrative expenses.

Company’s amended and restated memorandum and articles of association provides that, other than the withdrawal of interest to pay

tax obligations, if any, less up to $ 100,000 of interest to pay dissolution expenses, none of the funds held in trust will be released

until the earliest of:

(a) the completion of the initial Business Combination, (b) the redemption of any public shares properly

submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation (i) to

modify the substance or timing of the Company’s obligation to redeem 100 % of the public shares if the Company does not complete

the initial Business Combination within 24 months, January 14, 2023, from the closing of the Public Offering, or (ii) with respect

to any other provision relating to shareholders’ rights or pre-Business Combination activity, and (c) the redemption of the

public shares if the Company is unable to complete the initial Business Combination within 24 months, by January 14, 2023, from the closing

of the Public Offering, subject to applicable law.

The proceeds deposited in the Trust Account could become subject to the claims of

creditors, if any, which could have priority over the claims of our public shareholders.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering,

although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business

Combination with (or acquisition of) a Target Business.

As used herein, “Target Business” is one or more target businesses

that together have a fair market value equal to at least 80 % of the balance in the Trust Account (less any taxes payable on interest

earned) at the time of signing a definitive agreement in connection with the Company’s initial Business Combination.

assurance that the Company will be able to successfully effect a Business Combination.

Company, after signing a definitive agreement for a Business Combination, will either (i) seek shareholder approval of the Business

Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of

whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit

in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less

taxes payable and amounts released for taxes, or (ii) provide shareholders with the opportunity to have their shares redeemed by

the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata

share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer,

including interest but less taxes payable and amounts released to the Company for working capital.

The decision as to whether the Company

will seek shareholder approval of the Business Combination or will allow shareholders to sell their shares in a tender offer will be

made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether

the terms of the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by the rules

of the Nasdaq Capital Market.

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

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

will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in

the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less

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

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

” The amount in the Trust Account is initially funded at $10.00 per public Class A ordinary share ($300,000,000 held in

the Trust Account divided by 30,000,000 public shares).

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

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

Trust Account assets) will be less than the price per Unit (as defined below in Note 3) in the Public Offering.

2 – Summary of Significant Accounting Policies

of Presentation:

accompanying unaudited condensed interim financial statements of the Company are presented in U.S.

dollars and in conformity with accounting

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 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.

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:

Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition

period which means that when an accounting standard is issued or revised and it has different application dates for public or private

companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the

new or revised standard.

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

number of ordinary shares outstanding for the period.

The Company has not considered the effect of the warrants sold in the Public Offering

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

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

Accretion in value of Class A ordinary shares

Deferred underwriter commission

Accrued offering costs

See accompanying notes to unaudited condensed financial

Global Partner Acquisition Corp II

Notes to Condensed Financial Statements

Note 1 – Description of Organization and Business Operations

Global Partner Acquisition Corp II (the “Company”) was

incorporated under the laws of the Cayman Islands as an exempted company on November 3, 2020.

The Company was formed for the purpose of

effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one

or more businesses (the “Business Combination”).

The Company is an “emerging growth company,” as defined in Section 2(a)

of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act

of 2012 (the “JOBS Act”).

At June 30, 2022, the Company had not commenced any operations.

activity for the period from November 3, 2020 (inception) to June 30, 2022 relates to the Company’s formation and the initial public

offering (“Public Offering”) described below and, subsequent to the Public Offering, identifying and completing a suitable

Business Combination.

The Company will not generate any operating revenues until after completion of its Initial Business Combination,

at the earliest.

The Company generates non-operating income in the form of interest income on cash from the proceeds derived from the

Public Offering.

All dollar amounts are rounded to the nearest thousand dollars.

Sponsor and Public Offering:

The Company’s sponsor is Global Partner Sponsor II LLC, a Delaware

limited liability company (the “Sponsor”).

The Company intends to finance a Business Combination with proceeds from the $ 300,000,000

Public Offering (Note 3) and a $ 8,350,000 private placement (Note 4).

Upon the closing of the Public Offering and the private placement,

$ 300,000,000 was deposited in a trust account (the “Trust Account”) at closing on January 14, 2021.

The Trust Account:

The funds in the Trust Account can only be invested in U.S.

treasury bills with a maturity of one hundred and eighty-five (185) days or less or in 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 treasury obligations.

Funds will remain

in the Trust Account until the earlier of (i) the consummation of its Initial Business Combination or (ii) the distribution

of the Trust Account as described below.

The remaining funds outside the Trust Account may be used to pay for business, legal and accounting

due diligence on prospective acquisition targets, legal and accounting fees related to regulatory reporting obligations, payment for services

of investment professionals and support services, continued listing fees and continuing general and administrative expenses.

The Company’s amended and restated memorandum and articles of

association provides that, other than the withdrawal of interest to pay tax obligations, if any, less up to $ 100,000 of interest to pay

dissolution expenses, none of the funds held in trust will be released until the earliest of:

(a) the completion of the initial Business

Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s

amended and restated memorandum of association (i) to modify the substance or timing of the Company’s obligation to redeem

100 % of the public shares if the Company does not complete the Initial Business Combination within 24 months, January 14, 2023, from the

closing of the Public Offering, or (ii) with respect to any other provision relating to shareholders’ rights or pre-Business

Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the Initial Business Combination

within 24 months from the closing of the Public Offering (January 14, 2023), subject to applicable law, or during any extended time that

we have to consummate a Business Combination beyond 24 months as a result of a shareholder vote to amend our amended and restated articles

of incorporation.

The proceeds deposited in the Trust Account could become subject to the claims of creditors, if any, which could have

priority over the claims of our public shareholders.

Business Combination:

The Company’s management has broad discretion with respect to

the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering

are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business.

As used herein,

“Target Business” is one or more target businesses that together have a fair market value equal to at least 80 % of the balance

in the Trust Account (excluding the deferred underwriting commission and taxes payable on interest earned on the trust account) at the

time of signing a definitive agreement in connection with the Company’s Initial Business Combination.

There is no assurance that

the Company will be able to successfully effect a Business Combination.

The Company, after signing a definitive agreement for a Business Combination,

will either (i) seek shareholder approval of the Business Combination at a meeting called for such purpose in connection with which

shareholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal

to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation

of the Initial Business Combination, including interest earned on funds held in the trust account and not previously released to pay income

taxes, or (ii) provide shareholders with the opportunity to have their shares redeemed by the Company by means of a tender offer

(and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on

deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest earned on funds held

in the trust account and not previously released to pay income taxes.

The decision as to whether the Company will seek shareholder approval

of the Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, solely in its

discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would

otherwise require the Company to seek shareholder approval unless a vote is required by the rules of the Nasdaq Capital Market.

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

If the Company holds a shareholder vote or there is a tender offer

for shares in connection with a Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash

equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation

of the Initial Business Combination, including interest earned on funds held in the trust account and not previously released to pay income

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 Equity.

” The amount in the Trust Account is initially funded at

$10.00 per public Class A ordinary share ($300,000,000 held in the Trust Account divided by 30,000,000 public shares).

The Company will have 24 months from the closing date of the Public

Offering (until January 14, 2023) to complete its Initial Business Combination 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 winding up;

(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 earned on funds held in the trust account and not previously released to pay income taxes (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 the Combination Period.

In the event of such distribution, it is possible that the per share

value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the price per Unit

(as defined below in Note 3) in the Public Offering.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation:

The accompanying unaudited condensed interim financial statements of

the Company are presented in U.S.

dollars and in conformity with accounting 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.

results are not necessarily indicative of results for a full year or any future periods.

The 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 audited

financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 18, 2022.

Liquidity and Going Concern:

At June 30, 2022, the Company has approximately $ 389,000 in cash and

approximately $ 2,283,000 in negative working capital.

The Company has incurred and expects to continue to incur significant costs in pursuit

of its Business Combination.

Further, if the Company cannot complete a Business Combination within the Combination Period, 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.

assurance that the Company’s plans to consummate a Business Combination will be successful or successful within the Combination

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

Emerging Growth Company:

Section 102(b)(1) of the JOBS Act exempts emerging growth companies

from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not

had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act)

are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out

of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election

to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when an accounting

standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth

company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

Net Income (Loss) per Ordinary Share:

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

(loss) applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period.

The Company has

not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 15,566,667 Class

A ordinary shares in the calculation of diluted income (loss) per 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.

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 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

The following table reflects the earnings per share after allocating

income between the shares based on outstanding shares.

Three months ended

March 31, 2022

March 31, 2021

Six months ended

June 30, 2022

Basic and diluted net income per ordinary share:

2 unchanged sentences

Basic and diluted net income per ordinary share

Concentration

of Credit Risk:

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

which at times, may exceed the Federal depository insurance coverage of $ 250,000 .

The Company has not experienced losses on these accounts

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

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).

Three months ended

Six months ended

June 30, 2021

Basic and diluted net (loss) income per ordinary share:

Allocation of (loss) income – basic and diluted

$ ( 1,569,000 )

$ ( 392,000 )

Basic and diluted weighted average ordinary shares:

Basic and diluted net (loss) income per ordinary share

Concentration of Credit Risk:

Financial instruments that potentially subject the Company to concentrations

of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage

of $ 250,000 .

The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant

risks on such accounts.

Cash and Cash Equivalents:

The 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 June 30, 2022 or December 31, 2021.

Fair Value Measurements

The 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 June 30, 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.

Fair 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:

preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance

sheet and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed

at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to

one or more future confirming events.

One of the more significant estimates included in these financial statements is the determination

of the fair value of the warrant liability.

Such estimates may be subject to change as more current information becomes available and

accordingly the actual results could differ significantly from those estimates.

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 totalled approximately $ 17,054,000 including

$ 16,500,000 of underwriters’ discount.

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:

discussed in Note 3, all of the 30,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption

feature that allows for the redemption under the Company’s liquidation or tender offer/shareholder approval provisions.

In accordance

with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of

permanent equity.

Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments,

are excluded from the provisions of FASB ASC 480.

Although the Company had not specified a maximum redemption threshold, its articles

of association provide that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’

equity) to be less than $ 5,000,001 .

However, because all of the Class A ordinary shares are redeemable, all of the shares are recorded

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

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 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:

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.

In some circumstances, the inputs used to measure fair value might

be categorized within different levels of the fair value hierarchy.

In 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.

Use of Estimates:

The preparation of financial statements in conformity with GAAP requires

the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the balance sheet and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect

of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in

formulating its estimate, could change in the near term due to one or more future confirming events.

One of the more significant estimates

included in these condensed financial statements is the determination of the fair value of the warrant liability.

Such estimates may be

subject to change as more current information becomes available and accordingly the actual results could differ significantly from those

Offering Costs:

The 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 totaled approximately $ 17,054,000 including $ 16,500,000 of underwriters’ discount.

Such costs were allocated

among the temporary equity and warrant liability components, based on their relative fair-value.

Upon completion of the Public

Offering approximately $ 16,254,000 has been charged to temporary equity for the temporary equity components and approximately $ 800,000

has been charged to other expense for the warrant liability.

Class A Ordinary Shares Subject to Possible Redemption:

As discussed in Note 3, all of the 30,000,000 Class A ordinary shares

sold as part of the Units in the Public Offering contain a redemption feature that allows for the redemption under the Company’s

liquidation or tender offer/shareholder approval provisions.

In accordance with FASB ASC 480, redemption provisions not solely within

the control of the Company require the security to be classified outside of permanent equity.

Ordinary liquidation events, which involve

the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480.

the Company had not specified a maximum redemption threshold, its articles of association provide that in no event will it redeem its

Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $ 5,000,001 .

because all of the Class A ordinary shares are redeemable, all of the shares are recorded as Class A ordinary shares subject to redemption

on the enclosed condensed balance sheet.

The 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 capital.

Accordingly, at June 30, 2022, 30,000,000 of the 30,000,000

Public Shares were classified outside of permanent equity.

Class A ordinary shares subject to redemption consist of:

Gross proceeds of Public Offering

4 unchanged sentences

( 16,254,000 )

Accretion of carrying value to redemption value

Accretion of carrying value to redemption value at Public Offering

Accretion of carrying value to redemption value since Public Offering

Class A ordinary shares subject to redemption

$ 300,554,000

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

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be

sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s

major tax jurisdiction.

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

in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

Income Taxes:

FASB ASC 740 prescribes a recognition threshold and a measurement attribute

for the balance sheet recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to

be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The Company’s

management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

specific terms and applicable authoritative guidance in “FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC

480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”).

The assessment considers whether the

warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether

the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the

Company’s own ordinary shares, among other conditions for equity classification.

This assessment, which requires the use of professional

judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component

of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification,

the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations.

Costs associated with issuing the warrants accounted for as liabilities are charged to operations when the warrants are issued.

Accounting Pronouncements:

August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other

Options” (Subtopic 470-20) and “Derivatives and Hedging — Contracts in Entity’s Own Equity” (Subtopic 815-40)

(“ASU 2020-06”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that

require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope

exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces

additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

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, 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

material effect on the Company’s condensed financial statements.

Company evaluated subsequent events and transactions that occurred after the date of the balance sheet through the date that the condensed

financial statements were available to be issued and has concluded that all such events that would require adjustment or disclosure in

the condensed financial statement have been recognized or disclosed.

3 – Public Offering

January 14, 2021, the Company consummated the Public Offering and sale of 30,000,000 units at a price of $ 10.00 per unit (the “Units”).

Each Unit consists of one share of the Company’s Class A ordinary shares, $ 0.0001 par value, one-sixth of one detachable redeemable

warrant (the “Detachable Redeemable Warrants”) and the contingent right to receive, in certain circumstances, in connection

with the business combination, one-sixth of one distributable redeemable warrant for each public share that a public shareholder holds

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 of the Company’s Class A ordinary

management determined that the Cayman Islands is the Company’s major tax jurisdiction.

There were no unrecognized tax benefits as

of June 30, 2022 and December 31, 2021.

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

No amounts were accrued for the payment of interest and penalties at June 30, 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.

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

The Company is considered a Cayman Islands exempted company and is

presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s

tax provision was zero for the period presented.

The Company’s management does not expect that the total amount of unrecognized

tax benefits will materially change over the next twelve months.

Warrant Liability:

The Company accounts for warrants as either equity-classified or liability-classified

instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in “FASB ASC 480,

“Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition

of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including

whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification.

This assessment,

which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period

end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity

classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability

at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the

warrants are recognized as a non-cash gain or loss on the statement of operations.

Costs associated with issuing the warrants accounted

for as liabilities are charged to operations when the warrants are issued.

Recent Accounting Pronouncements:

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

2020-06, “Debt — Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging —

Contracts in Entity’s Own Equity” (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial

ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from

convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an

entity’s own equity.

The new standard also introduces additional disclosures for convertible debt and freestanding instruments that

are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance, including the

requirement to use the if-converted method for all convertible instruments.

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 condensed

financial statements.

Management does not believe that any other recently issued, but not

yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial

Subsequent Events:

The Company evaluated subsequent events and transactions that occurred

after the date of the condensed balance sheet through the date that the condensed financial statements were available to be issued and

has concluded that all such events that would require adjustment or disclosure in the condensed financial statement have been recognized

or disclosed (see Note 9).

Note 3 – Public Offering

On January 14, 2021, the Company consummated the Public Offering and

sale of 30,000,000 units at a price of $ 10.00 per unit (the “Units”).

Each Unit consists of one share of the Company’s

Class A ordinary shares, $ 0.0001 par value, one-sixth of one detachable redeemable warrant (the “Detachable Redeemable Warrants”)

and the contingent right to receive, in certain circumstances, in connection with the Business Combination, one-sixth of one distributable

redeemable warrant for each public share that a public shareholder holds 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 of the Company’s Class A ordinary shares.

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

the terms of the warrant agreement, the Company has agreed to use its commercially reasonable efforts to file a new registration statement

under the Securities Act, following the completion of the Company’s Initial Business Combination covering the Class A ordinary shares

issuable upon the exercise of warrants.

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 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

price less the underwriting discounts and commissions and such option was exercised in full at the closing of the Public Offering and

included in the 30,000,000 Units sold on January 14, 2021.

Company paid an underwriting discount of 2.0 % of the per Unit price, $ 6,000,000 , to the underwriters at the closing of the Public Offering

and there is a deferred underwriting fee of 3.5 % of the per Unit price, $ 10,500,000 , which is payable upon the completion of the Company’s

initial business combination.

4 – Related Party Transactions

2020, the Sponsor purchased 7,187,500 Class B ordinary shares (the “Founder Shares”) for $ 25,000 (which amount was paid

directly for organizational costs and costs of the Public Offering by the Sponsor on behalf of the Company), or approximately $ 0.003

In January 2021, the Company effected a share capitalization resulting in there being an aggregate of 7,500,000 Founder Shares

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 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

underwriters.

The underwriters’ exercised their over-allotment option in full and therefore such shares are no longer subject to

addition to the vesting provisions of the Founder Shares discussed in Note 8, the Company’s initial shareholders have agreed not

to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s

initial Business Combination, or (B), subsequent to the Company’s initial Business Combination, if (x) the last sale price

of the Company’s Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share dividends,

reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days

after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share

exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders

having the right to exchange their ordinary shares for cash, securities or other property.

Placement Warrants:

Sponsor purchased from the Company an aggregate of 5,566,667 warrants at a price of $ 1.50 per warrant (a purchase price of $ 8,350,000 )

in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”).

Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $ 11.50 per share.

The purchase price

of the Private Placement Warrants was added to the proceeds from the Public Offering, net of expenses of the offering and working capital

to be available to the Company, to be held in the Trust Account pending completion of the Company’s initial Business Combination.

The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants)

will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they

will be non-redeemable so long as they are held by the Sponsor or its permitted transferees.

If the Private Placement Warrants are held

by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and

exercisable by such holders on the same basis as the warrants included in the Units being sold in the Public Offering.

Otherwise, the

Private Placement Warrants have terms and provisions that are identical to those of the Redeemable Warrants being sold as part of the

Units in the Public Offering and have no net cash settlement provisions.

the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants will be part

of the liquidating distribution to the public shareholders and the Private Placement Warrants issued to the Sponsor will expire worthless.

Company’s initial shareholders and the holders of the Private Placement Warrants are entitled to registration rights pursuant to

a registration and shareholder rights agreement.

These holders will be entitled to make up to three demands, excluding short form registration

demands, that the Company register such securities for sale under the Securities Act.

In addition, these holders will have “piggy-back”

registration rights to include their securities in other registration statements filed by the Company.

The Company will bear the expenses

incurred in connection with the filing of any such registration statements.

There will be no penalties associated with delays in registering

the securities under the registration and shareholder rights agreement.

November 2020, the Sponsor agreed to loan the Company up to an aggregate of $ 300,000 by drawdowns of not less than $ 1,000 each against

the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering.

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

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

Services Agreement:

Company has agreed to pay $ 25,000 a month to the Sponsor for the services to be provided by one or more investment professionals, creation

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

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 $ 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 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.

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 end of the Combination Period., 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 and together represent

the Public Warrants.

The 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 price less the underwriting discounts and commissions and such

option was exercised in full at the closing of the Public Offering and included in the 30,000,000 Units sold on January 14, 2021.

The Company paid an underwriting discount of 2.0 % of the per Unit price,

$ 6,000,000 , to the underwriters at the closing of the Public Offering and there is a deferred underwriting fee of 3.5 % of the per Unit

price, $ 10,500,000 , which is payable upon the completion of the Company’s Initial Business Combination.

Note 4 – Related Party Transactions

Founder Shares:

During 2020, the Sponsor purchased 7,187,500 Class B ordinary

shares (the “Founder Shares”) for $ 25,000 (which amount was paid directly for organizational costs and costs of the Public

Offering by the Sponsor on behalf of the Company), or approximately $ 0.003 per share.

In January 2021, the Company effected a share capitalization

resulting in there being an aggregate of 7,500,000 Founder Shares issued.

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 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:

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.

The 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 underwriters.

The underwriters’ exercised their over-allotment option

in full and therefore such shares are no longer subject to forfeiture.

In addition to the vesting provisions of the Founder Shares discussed

in Note 8, the Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the

earlier of (A) one year after the completion of the Company’s Initial Business Combination, or (B), subsequent to the Company’s

Initial Business Combination, if (x) the last sale price of the Company’s Class A ordinary shares equals or exceeds $ 12.00

per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within

any 30-trading day period commencing at least 150 days after the Company’s Initial Business Combination or (y) the date

on which the Company completes a liquidation, merger, share exchange or other similar transaction after the Initial Business Combination

that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other

Private Placement Warrants:

The Sponsor purchased from the Company an aggregate of 5,566,667 warrants

at a price of $ 1.50 per warrant (a purchase price of $ 8,350,000 ) in a private placement that occurred simultaneously with the completion

of the Public Offering (the “Private Placement Warrants”).

Each Private Placement Warrant entitles the holder to purchase

one Class A ordinary share at $ 11.50 per share.

The purchase price of the Private Placement Warrants was added to the proceeds from

the Public Offering, net of expenses of the offering and working capital to be available to the Company, to be held in the Trust Account

pending completion of the Company’s Initial Business Combination.

The Private Placement Warrants (including the Class A ordinary

shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after

the completion of the Initial Business Combination and they will be non-redeemable so long as they are held by the Sponsor or its permitted

If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement

Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being

sold in the Public Offering.

Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Redeemable

Warrants being sold as part of the Units in the Public Offering and have no net cash settlement provisions.

If the Company does not complete a Business Combination, then the proceeds

from the sale of the Private Placement Warrants will be part of the liquidating distribution from the trust account to the public shareholders

and the Private Placement Warrants issued to the Sponsor will expire worthless.

Registration Rights:

The Company’s initial shareholders and the holders of the Private

Placement Warrants are entitled to registration rights pursuant to a registration and shareholder rights agreement.

These holders will

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

under the Securities Act.

In addition, these holders will have “piggy-back” registration rights to include their securities

in other registration statements filed by the Company.

The Company will bear the expenses incurred in connection with the filing of any

such registration statements.

There will be no penalties associated with delays in registering the securities under the registration and

shareholder rights agreement.

Related Party Loans:

In November 2020, the Sponsor agreed to loan the Company up to

an aggregate of $ 300,000 by drawdowns of not less than $ 1,000 each against the issuance of an unsecured promissory note (the “Note”)

to cover expenses related to the Public Offering.

The Note was non-interest bearing and payable on the earlier of June 30, 2021 or the

completion of the Public Offering.

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.

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 Services Agreement:

The Company has agreed to pay $ 25,000 a month to the Sponsor for office

space and rent and for the services to be provided by one or more investment professionals, creation and maintenance of the Company’s

website, and miscellaneous additional services.

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 was paid and charged to general and administrative expenses during each of the three months ended June 30, 2022

Approximately $ 150,000 and $ 138,000 , respectively, was paid and charged to general and administrative expenses during each of

the three months ended June 30, 2022 and 2021 for this agreement and there were no amounts payable or accrued at June 30, 2022 or December

Note 5 – Accounting for Warrant Liability and Fair

Value of Warrants

At June 30, 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.

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.

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.

The Company has recorded approximately $ 800,000 of costs to operations

upon issuance of the warrants to reflect warrant issuance costs in the six months ended June 30, 2021.

The following table presents information about the Company’s

warrant liabilities that are measured at fair value on a recurring basis at June 30, 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 March 31, 2022

Warrant liability at June 30, 2022

At December 31,

Quoted Prices

3 unchanged sentences

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:

At June 30, 2022 and December 31, 2021, the Company values its (a)

public warrants based on the closing price at June 30, 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.

The following table presents the changes in the fair value of warrant

liabilities during the six months ended June 30, 2022:

Fair value measurement on December 31, 2021

3 unchanged sentences

( 10,118,000 )

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 as of June 30, 2022

The following table presents the changes in the fair value of warrant

liabilities during the six months ended June 30, 2021:

Fair value measurement on December 31, 2020

4 unchanged sentences

( 5,760,000 )

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.

6 – Trust Account and Fair Value Measurement

Company complies with FASB ASC 820, Fair Value Measurements, 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

the closing of the Public Offering and the Private Placement, a total of $ 300,000,000 was deposited into the Trust Account.

in the Trust Account may be invested in either U.S.

government treasury bills with a maturity of 180 days or less or in money market

funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S.

Fair value as of June 30, 2021

The warrant liabilities are not subject to qualified hedge accounting.

The Company’s policy is to record transfers at the end of the

reporting period.

The 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 six months ended June 30 ,2021.

Note 6 – Trust Account and Fair Value Measurement

The Company complies with FASB ASC 820, Fair Value Measurements, 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.

Upon the closing of the Public Offering and the Private Placement,

a total of $ 300,000,000 was deposited into the Trust Account.

The proceeds in the Trust Account may be invested in either U.S.

treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment

Company Act of 1940, as amended, and that invest solely in U.S.

government treasury obligations.

April 2021, the Company’s U.S.

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 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.

In April 2021, the Company’s U.S.

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 treasury obligations.

At June 30, 2022 and December 31, 2021, the Trust Account

continues to be invested in that money market fund.

The 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.

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:

The following tables present information about the Company’s

assets that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy

of the valuation techniques the Company utilized to determine such fair value.

Since all of the Company’s permitted investments

at June 30, 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.

government treasury obligations, 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:

Money Market Fund

$ 300,554,000

2 unchanged sentences

$ 300,554,000

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

ordinary shares, par value, $ 0.0001 , or 550,000,000 ordinary shares in total.

The Company may (depending on the terms of the Business

Combination) be required to increase the authorized number of shares at the same time as its shareholders vote on the Business Combination

to the extent the Company seeks shareholder approval in connection with its Business Combination.

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 Class A and Class B

ordinary share.

Founder Shares are subject to vesting as follows:

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

attainment of each of a series of certain “shareholder return” targets exceeding 20%, 30%, 40% and 50%, as further defined

in the agreement.

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

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

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

no Preference shares issued or outstanding.

8 – Commitments and Contingencies

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

Money Market Fund

$ 300,075,000

Note 7 – Shareholders’ Equity (Deficit)

Ordinary Shares:

The authorized ordinary shares of the Company include 500,000,000 Class A

ordinary shares, par value, $ 0.0001 , and 50,000,000 Class B ordinary shares, par value, $ 0.0001 , or 550,000,000 ordinary shares in

The Company may (depending on the terms of the Business Combination) be required to increase the authorized number of shares at

the same time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in connection

with its Business Combination.

Except with respect to matters pertaining to directors prior to the Business Combination, 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

Class A and Class B ordinary share.

The Founder Shares are subject to vesting as follows:

completion of a Business Combination and then an additional 12.5% on the attainment of each of a series of certain “shareholder

return” targets exceeding 20%, 30%, 40% and 50%, as further defined in the agreement.

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.

At June 30, 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).

Preference Shares:

The 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 June 30, 2022 and December 31, 2021, there were no Preference shares issued or outstanding.

Note 8 – Commitments and Contingencies

Business Combination Costs

In 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 and others.

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

commission) 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.

Risks 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 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 condensed financial statements.

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

Conflict 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 and Belarus.

The impact of this action and related sanctions

on the world economy are not determinable as of the date of these condensed financial statements.

Note 9 – Subsequent Events

On August 5, 2022, the Company filed Form 8-K reporting that the Company

entered into a non-interest bearing, non-convertible note with the Sponsor to borrow up to $ 2,000,000 to fund working capital needs.

August 3, 2022 the company borrowed $ 200,000 under the promissory note dated August 1, 2022.

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