What changed in this filing

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Item 1. Financial Statements

2022-11-07 compared with 2022-08-10 · 220 added, 200 removed, 536 unchanged (44% of the section changed)

2 unchanged sentences

Condensed Balance Sheets

September 30,

Current assets -

7 unchanged sentences

Accounts payable

Notes payable – related party

Accrued liabilities

6 unchanged sentences

Class A ordinary shares subject to possible redemption;

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

Shareholders’ equity (deficit):

30,000,000 shares, (at approximately $ 10.07 per share at September 30, 2022 and $ 10.00 per share at December 31, 2021)

Shareholders’ deficit:

Preference shares, $ 0.0001 par value;

16 unchanged sentences

For the three months ended

For the six months ended

For the nine months ended

September 30,

General and administrative expenses

2 unchanged sentences

( 1,731,000 )

( 3,343,000 )

Other income (expense) -

Income from cash and investments held in the Trust Account

Income from investments held in the Trust Account

Transaction costs allocated to warrant liability

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

Net income per Class A ordinary share – basic and diluted

Weighted average Class B ordinary shares outstanding – basic and diluted

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

Net income per Class B ordinary share – basic and diluted

See accompanying notes to unaudited condensed financial

2 unchanged sentences

Equity (Deficit)

For the three months ended June 30, 2022:

For the three months ended September 30, 2022:

Ordinary Shares

Shareholders’

Balances, March 31, 2022 (unaudited)

Balances, June 30, 2022 (unaudited)

$ ( 15,606,000 )

1 unchanged sentence

Accretion in value of Class A ordinary shares subject to redemption

Balances, June 30, 2022 (unaudited)

( 1,467,000 )

For the six months ended June 30, 2022:

Balances, September 30, 2022 (unaudited)

$ ( 14,949,000 )

$ ( 14,948,000 )

For the nine months ended September 30, 2022:

Ordinary Shares

4 unchanged sentences

Accretion in value of Class A ordinary shares subject to redemption

Balances, June 30, 2022 (unaudited)

( 2,021,000 )

For the three months ended June 30, 2021:

Ordinary Shares

Shareholders’

Balances, March 31, 2021 (unaudited)

Balances, September 30, 2022 (unaudited)

$ ( 14,949,000 )

$ ( 14,948,000 )

For the three months ended September 30, 2021:

Ordinary Shares

Shareholders’

Balances, June 30, 2021 (unaudited)

$ ( 27,165,000 )

$ ( 27,164,000 )

Balances, June 30, 2021 (unaudited)

Balances, September 30, 2021 (unaudited)

$ ( 25,659,000 )

$ ( 25,658,000 )

For the six months ended June 30, 2021:

See accompanying notes to unaudited condensed financial

Global Partner Acquisition Corp II

Condensed Statements of Changes in Shareholders’

Equity (Deficit), continued

For the nine months ended September 30, 2021:

Ordinary Shares

2 unchanged sentences

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

Accretion of Class A ordinary shares subject to redemption

Accretion for Class A ordinary shares subject to redemption to redemption amount

( 29,829,000 )

( 30,354,000 )

Balances, June 30, 2021 (unaudited)

Balances, September 30, 2021 (unaudited)

$ ( 25,659,000 )

3 unchanged sentences

Condensed Statements of Cash Flows

For the six months ended

For the nine months ended

September 30,

Cash flow from operating activities:

1 unchanged sentence

Income from cash and investments held in the Trust Account

( 1,946,000 )

Transaction costs allocated to warrant liability

4 unchanged sentences

Decrease (increase) in prepaid expenses

(Decrease) increase in accounts payable

Increase in accounts payable

Increase in accrued liabilities

9 unchanged sentences

Payment of offering costs

Payment of notes payable and advances – related party

Advances and (payment) of notes payable– related party

Net cash provided by financing activities

3 unchanged sentences

Supplemental disclosure of non-cash financing activities:

Accretion in value of Class A ordinary shares

Deferred underwriter commission

Deferred underwriting compensation

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

Accrued offering costs

11 unchanged sentences

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

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

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

1 unchanged sentence

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.

The Company generates non-operating income in the form of interest income 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).

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

Delaware limited liability company (the “Sponsor”).

On January 14, 2021, the Company consummated a $ 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.

$ 300,000,000 was deposited in a trust account (the “Trust Account”)

The Trust Account:

9 unchanged sentences

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.

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 from the closing of the Public Offering, or January 14, 2023, (the “Combination Period”), 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 the Combination Period, 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 the Company’s 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 the Company’s public shareholders.

Business Combination:

37 unchanged sentences

$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;

The Company will have until the end of the Combination Period 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

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.

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 with respect to the Class A ordinary shares so

acquired 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

12 unchanged sentences

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.

Mandatory Liquidation and Going Concern:

At September 30, 2022, the Company has approximately $ 247,000 in

cash and approximately $ 3,514,000 in negative working capital.

The Company has incurred significant costs and may incur additional

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 unaudited condensed 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 (except for

its registered public accounting firm), to draw down on the working capital loans made available to it by the Sponsor and to

complete a Business Combination within the Combination Period.

The proximity to January 14, 2023 increases the difficulty of completing

a Business Combination.

As such, there is no assurance that the Company’s plans to consummate a Business Combination will be

successful or successful within the Combination Period.

The condensed financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

Emerging Growth Company:

9 unchanged sentences

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.

Net Income per Ordinary Share:

Net income per ordinary share is computed by dividing net income 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 per ordinary share, since their inclusion would be anti-dilutive under the treasury stock method

and are dependent on future events.

As a result, diluted income per ordinary share is the same as basic income per ordinary share for

The Company complies with the accounting and disclosure requirements

4 unchanged sentences

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

The changes in redemption value that are accreted to Class A common stock subject to redemption (see below) is representative

of fair value and therefore is not factored into the calculation of earnings per share.

The following table reflects the earnings per share after allocating

1 unchanged sentence

Three months ended

Six months ended

June 30, 2022

Nine months ended

September 30, 2022

Basic and diluted net income per ordinary share:

3 unchanged sentences

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 )

Nine months ended

September 30, 2021

Basic and diluted net income per ordinary share:

Allocation of income – basic and diluted

Basic and diluted weighted average ordinary shares:

Basic and diluted net (loss) income per ordinary share

Basic and diluted net 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.

of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal Deposit Insurance Corporation

coverage limit 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:

1 unchanged sentence

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.

The Company had no cash equivalents at September 30, 2022 or December 31,

Fair Value Measurements

2 unchanged sentences

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.

As of September 30, 2022 and December 31, 2021,

the carrying value of cash, prepaid expenses, accounts payable, accrued expenses and notes payable – related party 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

6 unchanged sentences

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.

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 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;

Level 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

3 unchanged sentences

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.

The preparation of condensed 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 condensed 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

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 condensed financial statement,

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

of the more significant estimates included in these condensed financial statements is the determination of the fair value of the warrant

Such estimates may be subject to change as more current information becomes available and accordingly the actual results could

differ significantly from those estimates.

Offering Costs:

4 unchanged sentences

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.

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:

14 unchanged sentences

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:

Accordingly, at September 30, 2022 and December 31,

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

Class A ordinary shares subject to redemption

Gross proceeds of Public Offering

5 unchanged sentences

Accretion of carrying value to redemption value at Public Offering

Subtotal at inception and at December 31, 2022

Accretion of carrying value to redemption value since Public Offering

Class A ordinary shares subject to redemption

Class A ordinary shares subject to possible redemption

$ 302,021,000

7 unchanged sentences

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.

of September 30, 2022 and December 31, 2021.

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

No amounts were accrued for the payment of interest and penalties at September 30, 2022 or December 31, 2021.

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.

The Company is considered a Cayman Islands exempted company and is

43 unchanged sentences

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).

or disclosed.

Note 3 – Public Offering

92 unchanged sentences

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.

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

proceeds from the sale of the Private Placement Warrants that were placed into the trust account 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

Registration Rights:

10 unchanged sentences

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.

Notes Payable – Related Party:

Sponsor 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” or “Notes payable – related party”) to cover expenses related to the Public Offering.

Note was non-interest bearing and payable on the earlier of September 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.

Sponsor working capital loans - On

August 1, 2022, the Company issued a promissory note (the “Note” or “Notes payable – related party”) in

the principal amount of up to $ 2,000,000 to its Sponsor.

The Note was issued in connection with advances the Sponsor may make to the Company

for expenses reasonably related to its business and the consummation of the Business Combination.

The Note bears no interest and is due

and payable upon the earlier to occur of (i) January 14, 2023 and (ii) the effective date of a merger, capital share exchange, asset acquisition,

share purchase, reorganization or similar business combination, involving the Company and one or more businesses (the “Business

Combination”).

As of September 30, 2022, the outstanding principal balance under the note was $ 400,000 .

Administrative Services Agreement:

4 unchanged sentences

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

Approximately $ 75,000 was paid and charged to general and administrative expenses during each of the three months ended September 30,

2022 and 2021.

Approximately $ 225,000 and $ 213,000 , respectively, was paid and charged to general and administrative expenses during each

of the nine months ended September 30, 2022 and 2021 for this agreement and there were no amounts payable or accrued at September 30,

2022 or December 31, 2021.

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.

At September 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

4 unchanged sentences

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.

upon issuance of the warrants to reflect warrant issuance costs in the nine months ended September 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.

warrant liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the

fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

At September 30,

Quoted Prices

2 unchanged sentences

Private Placement Warrants

Warrant liability at June 30, 2022

At December 31,

Warrant liability at September 30, 2022

Quoted Prices

3 unchanged sentences

Warrant liability at December 31, 2021

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.

At September 30, 2022 and December 31, 2021, the Company valued its

(a) public warrants based on the closing price at September 30, 2022 and December 31, 2021, respectively, 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:

liabilities during the nine months ended September 30, 2022:

Fair value measurement on December 31, 2021

3 unchanged sentences

( 11,986,000 )

Fair value as of June 30, 2022

Fair value as of September 30, 2022

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

liabilities during the six months ended June 30, 2021:

liabilities during the nine months ended September 30, 2021:

Fair value measurement on December 31, 2020

4 unchanged sentences

( 8,250,000 )

Fair value as of June 30, 2021

Fair value as of September 30, 2021

The warrant liabilities are not subject to qualified hedge accounting.

2 unchanged sentences

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.

private placement warrants were transferred from Level 3 to Level 2, during the nine months ended September 30 ,2021.

Note 6 – Trust Account and Fair Value Measurement

8 unchanged sentences

government treasury obligations.

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.

At September 30, 2022 and December 31, 2021, the Trust Account was

invested in a money market fund meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that

invests solely in 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.

(when it owns them) 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.

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.

assets that are measured at fair value on a recurring basis as of September 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:

at September 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 assts or liabilities as follows:

September 30,

Money Market Fund

25 unchanged sentences

of the Business Combination will be cancelled.

At June 30, 2022 and December 31, 2021 there were 7,500,000 Class B

At September 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

4 unchanged sentences

board of directors.

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

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

Note 8 – Commitments and Contingencies

1 unchanged sentence

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

and negotiating an Initial Business Combination, the Company has entered into, and may 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 the Company’s 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.

11 unchanged sentences

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