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Item 2. Management’s Discussion and Analysis

2022-11-07 compared with 2022-08-10 · 119 added, 137 removed, 166 unchanged (61% of the section changed)

22 unchanged sentences

The issuance of additional shares in a Business

significantly dilute the equity interest of existing investors, which dilution would increase if the anti-dilution provisions in the

Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the

Class B ordinary shares;

subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our

Class A ordinary shares;

cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our

ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers

and directors;

have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking

to obtain control of us;

adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants;

and may not result in adjustment to

the exercise price of our warrants.

may significantly dilute the equity interest of existing investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants;

and may not result in adjustment to the exercise price of our warrants.

Similarly, if we issue debt or otherwise incur significant

debt, it could result in:

and foreclosure on our assets if our operating revenues after an Initial Business Combination are insufficient to repay our debt obligations;

➤ acceleration

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants

that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while

the debt is outstanding;

inability to pay dividends on our Class A ordinary shares;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends

on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

➤ limitations

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

and limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements,

execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

As indicated in the accompanying condensed financial

statements, as of June 30, 2022, we had $389,000 of cash and negative working capital of approximately $2,283,000.

Further, we expect

to incur significant costs in the pursuit of our Initial Business Combination and if we cannot complete a Business Combination by January

14, 2023 we could be forced to wind up our operations and liquidate unless we receive an extension approval from our shareholders.

cannot assure you that our plans to complete our Initial Business Combination will be successful.

default and foreclosure on our assets if our operating revenues after an Initial Business Combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

our inability to pay dividends on our Class A ordinary shares;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

and limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

As indicated in the accompanying condensed

financial statements, as of September 30, 2022, we had $247,000 of cash and negative working capital of approximately $3,514,000.

Further, we may incur additional costs in the pursuit of our Initial Business Combination and if we cannot complete a Business

Combination within the Combination Period, we could be forced to wind up our operations and liquidate unless we

receive an extension approval from our shareholders.

We cannot assure you that our plans to complete our Initial Business

Combination will be successful.

Results of Operations

For the period from November 3, 2020 (date of

inception) to June 30, 2022 our activities consisted of formation and preparation for the public offering and, subsequent to completion

inception) to September 30, 2022 our activities consisted of formation and preparation for the public offering and, subsequent to completion

of the public offering on January 14, 2021, identifying and completing a suitable Initial Business Combination.

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reporting (see below), and a charge of $25,000 per month from our Sponsor for administrative services for an aggregate of $75,000 for

each of the three months ended June 30, 2022 and 2021 and $150,000 and $138,000, respectively, for the six months ended June 30, 2022

each of the three months ended September 30, 2022 and 2021 and $225,000 and $213,000, respectively, for the nine months ended September

30, 2022 and 2021.

Costs associated with our governance and public reporting have increased since the Public Offering and were approximately

and $185,000, respectively, for the three and six months ended June 30, 2022 and approximately $109,000 and $226,000, respectively, for

the three and six months ended June 30, 2021.

General and administrative costs also include approximately $144,000 and $144,000, respectively,

of professional and consulting fees in the three and six months ended June 30, 2022 and approximately $1,892,000 and $1,963,000, respectively,

in the three and six months ended June 30, 2021, respectively, associated with our review of Business Combination candidates.

As we identify and evaluate Initial Business Combination

candidates, our costs are expected to increase significantly in connection with investigating potential Initial Business Combination candidates,

as well as additional professional, due diligence and consulting fees and travel costs that will be required and professional and other

costs associated with negotiating and executing a definitive agreement and related agreements and related required public reporting and

governance matters.

$128,000 and $354,000, respectively, for the three and nine months ended September 30, 2022 and approximately $115,000 and $365,000, respectively,

for the three and nine months ended September 30, 2021.

General and administrative costs also include approximately $1,006,000 and $1,151,000,

respectively, of professional and consulting fees in the three and nine months ended September 30, 2022 and approximately $802,000 and

$2,765,000, respectively, in the three and nine months ended September 30, 2021, respectively, associated with our review of Business

Combination candidates.

Our costs may increase as we continue to investigate

and evaluate potential Initial Business Combination candidates, as well as additional professional, due diligence and consulting fees

and travel costs that will be required and professional and other costs associated with negotiating and executing any definitive agreement

and related agreements and related required public reporting and governance matters.

Other income (expense) includes both interest

income and the change in the fair value of the public and private warrants at each reporting date.

Interest income was approximately $1,466,000

and $1,946,000, respectively, for the three and nine months ended September 30, 2022 and approximately $8,000 and $68,000, respectively,

for the three and nine months ended September 30, 2022.

The variations in interest income reflect market conditions occurring in connection

with the Covid-19 pandemic and its aftermath.

The Company is required to measure the fair

value of the public and private warrants at the end of each reporting period and recognize changes in the fair value from the prior period

in the Company’s operating results for each current period.

For the three and nine months ended September 30, 2022, other income

from change in fair value of the warrant liability of approximately $1,868,000 and $11,986,000 respectively, and approximately $2,490,000

and $8,250,000, respectively, for the three and nine months ended September 30, 2021.

Other income (expense) in the three and nine months

ended September 30, 2021 also includes charges to other expense aggregating approximately $-0- and $800,000, respectively, for warrant

liability issuance costs.

Income taxes were $-0- and $-0-, respectively,

for the three and six months ended June 30, 2022 and 2021 because we are a Cayman Islands exempted company and are not subject to income

tax in the United States or in the Cayman Islands.

We did not withdraw any interest from the Trust Account in the three and six months

ended June 30, 2022.

As discussed further in Note 6 to the condensed

financial statements, the Company accounts for its outstanding public and private warrants as components as derivative liabilities in

the accompanying unaudited condensed financial statements.

As a result, the Company is required to measure the fair value of the

public and private warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s

operating results for each current period.

The condensed statements of operations for the three and six months ended June 30, 2022 reflects

other income from change in fair value of the warrant liability of approximately $3,269,000 and $10,188,000 respectively, and approximately

$156,000 and $5,760,000, respectively, for the three and six months ended June 30, 2021.

Other income (expense) also include charges to

other expense in the three and six months ended June 30, 2021 aggregating approximately $-0- and $800,000, respectively, for warrant liability

issuance costs.

The public offering and the private placement

closed on January 14, 2021 as more fully described in “Liquidity and Capital Resources” below.

At that time, the proceeds

in the Trust Account were initially invested in cash.

On January 15, 2021, the Company purchased U.S.

government treasury bills that matured

in April 2021.

At June 30, 2022 and December 31, 2021, the proceeds in the Trust Account are invested in a money market fund that invests

government treasury bills.

Interest income was approximately $454,000 and $479,000, respectively, for the three and six months

ended June 30, 2022 and approximately $15,000 and $60,000, respectively, for the three and six months ended June 30, 2021.

of market conditions occurring in connection with the Covid-19 pandemic, interest rates on available investments have been historically

for the three and nine months ended September 30, 2022 and 2021 because we are a Cayman Islands exempted company and are not subject to

income tax in the United States or in the Cayman Islands.

We did not withdraw any interest from the Trust Account in the three and nine

months ended September 30, 2022 or 2021.

Liquidity and Capital Resources

5 unchanged sentences

the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds, before expenses, of approximately $8,350,000.

At that time, the proceeds in the Trust Account were initially invested in cash.

On January 15, 2021, the Company purchased U.S.

treasury bills that matured in April 2021.

At September 30, 2022 and December 31, 2021, the proceeds in the Trust Account are invested

in a money market fund that invests solely U.S.

government treasury bills.

The net proceeds from the Public Offering and

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on January 14, 2021 in connection with the closing of the Public Offering, accordingly, no amounts are available or were outstanding under

the Note at June 30, 2022.

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 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 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 and to complete a Business Combination prior to January

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.

We do not believe we will need to raise additional

funds in order to meet the expenditures required for operating our business prior to our Initial Business Combination, other than funds

which may be available from loans from our sponsor, its affiliates or members of our management team.

However, if our estimates of the

costs of identifying a target business, undertaking in-depth due diligence and negotiating an Initial Business Combination are less than

the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Initial Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended Initial Business Combination,

our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may

If we complete our Initial Business Combination, we may repay such loaned amounts out of the proceeds of the trust account

released to us.

In the event that our Initial Business Combination does not close, we may use a portion of the working capital held outside

the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

As reported in

Form 8-K filed on August 5, 2022, on August 1, 2022 the Company entered into a non-interest bearing, non-convertible promissory note to

borrow up to $2,000,0000 to fund such working capital needs.

Borrowings are at the request of the Company and the discretion of the sponsor.

The terms of the promissory note provide a waiver against any and all rights to seek access to funds in our trust account.

the Note at September 30, 2022.

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 condensed financial statements are issued.

Company’s plan to deal with these uncertainties is to preserve cash by deferring payments with anticipated cooperation from

its service providers, to draw down as required under the Note (see below), and to complete a Business Combination within the

Combination Period or to dissolve if it is unable to complete a Business Combination within the Combination Period.

The proximity to

January 14, 2023 increases the difficulty of completing a Business Combination.

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.

1, 2022, the Company issued a promissory note (the “Note”) in the principal amount of up to $2,000,000 to its Sponsor.

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.

We expect our principal liquidity requirements

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If we have not

consummated our Initial Business Combination within the Combination Period because we do not have sufficient funds available to us, we

will be forced to cease operations and liquidate the trust account.

The Company has until January 14, 2023 to complete

an Initial Business Combination, or until the expiration of any extension period that may be proposed to and approved by our shareholders

in the form of an amendment to our amended and restated memorandum and articles of association (the “Initial Business Combination”).

If the Company does not complete an Initial Business Combination by the end of the Combination Period, the Company will (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 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, but less up to $100,000 of such interest to pay dissolution expenses and

(iii) as promptly as reasonably 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 waived

their redemption rights with respect to their founder shares;

consummated our Initial Business Combination within the Combination Period, we will be forced to cease operations and liquidate the trust

The Company has the time until the end of

the Combination Period to complete an Initial Business Combination, or until the expiration of any extension

period that may be proposed to and approved by our shareholders in the form of an amendment to our amended and restated memorandum

and articles of association (the “Initial Business Combination”).

If the Company does not complete an Initial Business

Combination by the end of the Combination Period, the Company will (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 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, but less up to $100,000 of such interest to pay dissolution expenses and (iii) as promptly as

reasonably 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 waived their

redemption rights with respect to their founder shares;

however, if the initial shareholders or any of the Company’s officers,

directors or their 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 an Initial Business

Combination within the required time period.

directors or their 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 an Initial

Business Combination within the required time period.

In the event of such liquidation, it is possible

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Contractual obligations

At June 30, 2022, we did not have any long-term

At September 30, 2022, we did not have any long-term

debt, capital lease obligations, operating lease obligations or long-term liabilities.

4 unchanged sentences

Combination candidate and negotiating an Initial Business Combination, the Company may enter into engagement letters or agreements with

various consultants, advisors, professionals and others in connection with an Initial Business Combination.

The services under these engagement

letters and agreements can be material in amount and in some instances can 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.

various consultants, advisors, professionals and others.

The services under these engagement letters and agreements can be material in

amount and in some instances can 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.

The JOBS Act contains provisions that, among other

59 unchanged sentences

liability was determined based on public trading information as discussed below.

At June 30, 2021, our public warrants were trading

in an active market.

As such, at June 30, 2021 and thereafter, the Company valued its public warrants based on publicly observable inputs

(Level 1 inputs) from the trading in the public warrants in an active market ($0.18 per public warrant on June 30, 2022).

Since the private

placement warrants are substantially similar to the public warrants but do not trade, the company valued them based on the value of the

public warrants (significant other observable inputs – Level 2).

At September 30, 2021, our public warrants were

trading in an active market.

As such, at September 30, 2021 and thereafter, the Company valued its public warrants based on publicly observable

inputs (Level 1 inputs) from the trading in the public warrants in an active market ($0.06 per public warrant on September 30, 2022).

Since the private placement warrants are substantially similar to the public warrants but do not trade, the company valued them based

on the value of the public warrants (significant other observable inputs – Level 2).

For reference, each $0.10 change in fair value

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis