What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-05-16 compared with 2022-11-07 · 463 added, 396 removed, 360 unchanged (70% of the section changed)

2 unchanged sentences

Condensed Balance Sheets

September 30,

Current assets -

3 unchanged sentences

$ 304,784,000

$ 301,100,000

LIABILITIES AND SHAREHOLDERS’ DEFICIT

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

Current liabilities–

Accounts payable

Notes payable – related party

Promissory Note – related party

Extension Promissory Notes – related party, at fair value

Accrued liabilities

6 unchanged sentences

Class A ordinary shares subject to possible redemption;

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

3,931,719 and 30,000,000 shares, respectively,(at approximately $ 10.42 per share at March 31, 2023 and $ 10.15 per share at December 31, 2021)

Shareholders’ deficit:

10 unchanged sentences

( 14,734,000 )

Total liabilities and shareholders’ deficit

$ 302,337,000

Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ deficit

$ 304,784,000

See accompanying notes to unaudited condensed financial

See accompanying notes to financial statements.

Global Partner Acquisition Corp II

Condensed Statements of Operations

For the three months ended

For the nine months ended

September 30,

General and administrative expenses

Loss from operations

( 1,210,000 )

( 1,731,000 )

Settlement and release of liabilities

( 2,961,000 )

Income (loss) from operations

Other income (expense) –

Income from investments held in the Trust Account

Transaction costs allocated to warrant liability

Income from cash and investments held in Trust Account

Write off contingent warrants associated with shares redeemed

Change in fair value of Extension Promissory Notes –

related party

Change in fair value of warrant liability

( 2,020,000 )

Weighted average Class A ordinary shares outstanding– basic and diluted

2 unchanged sentences

Net income per Class B ordinary share – basic and diluted

See accompanying notes to unaudited condensed financial

See accompanying notes to financial statements.

Global Partner Acquisition Corp II

Condensed Statements of Changes in Shareholders’

Equity (Deficit)

For the three months ended September 30, 2022:

Ordinary Shares

Shareholders’

Balances, June 30, 2022 (unaudited)

$ ( 15,606,000 )

$ ( 15,605,000 )

Accretion in value of Class A ordinary shares subject to redemption

( 1,467,000 )

Balances, September 30, 2022 (unaudited)

$ ( 14,949,000 )

$ ( 14,948,000 )

For the nine months ended September 30, 2022:

For the three months ended March 31, 2023:

Ordinary Shares

3 unchanged sentences

$ ( 14,734,000 )

Accretion in value of Class A ordinary shares subject to redemption

( 2,021,000 )

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)

Accretion in value of Class A ordinary shares subject to redemption to redemption

( 1,371,000 )

Balances, September 30, 2021 (unaudited)

Inception date fair value adjustments of Extension Promissory Notes - related party

Balances, March 31, 2023 (unaudited)

$ ( 14,847,000 )

$ ( 14,846,000 )

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:

For the three months ended March 31, 2022:

Ordinary Shares

1 unchanged sentence

Balances, December 31, 2021

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 for Class A ordinary shares subject to redemption to redemption amount

$ ( 25,129,000 )

$ ( 25,128,000 )

Balances, September 30, 2021 (unaudited)

Balances, March 31, 2022 (unaudited)

$ ( 18,446,000 )

$ ( 18,445,000 )

See accompanying notes to unaudited condensed financial

See accompanying notes to financial statements.

Global Partner Acquisition Corp II

Condensed Statements of Cash Flows

For the nine months ended

September 30,

Cash flow from operating activities:

Adjustments to reconcile net income to net cash used in operating activities

Income from cash and investments held in the Trust Account

( 1,946,000 )

Transaction costs allocated to warrant liability

Income from cash and investments held in Trust Account

Change in fair value of Extension Promissory Notes – related party

Change in fair value of warrant liability

( 6,849,000 )

( 8,250,000 )

Changes in operating assets and liabilities:

Decrease (increase) in prepaid expenses

Increase in accounts payable

Increase in accrued liabilities

Increase in prepaid expenses

(Decrease) increase in accounts payable

Increase (decrease) in accrued liabilities

( 2,188,000 )

Net cash used in operating activities

Cash flows used in investing activities:

Cash flows from investing activities:

Cash deposited in Trust Account

( 300,000,000 )

Cash withdrawn from Trust Account

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds from sale of Public Offering Units

Proceeds from sale of Private Placement Warrants

Payment of underwriting discounts

Redemption of 26,068,281 Class A common shares

( 265,050,000 )

Payment of offering costs

Advances and (payment) of notes payable– related party

Net cash provided by financing activities

Net (decrease) increase in cash

Cash at beginning of period

Cash at end of period

Repayment of Promissory Note – related party

Proceeds of Extension Promissory Note – related party

Net cash used in financing activities

( 264,131,000 )

Net change in cash

Cash at beginning of the year

Cash at end of the year

Supplemental disclosure of non-cash financing activities:

Deferred underwriting compensation

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

Accrued offering costs

See accompanying notes to unaudited condensed financial

Deferred underwriter compensation

Offering costs included in accounts payable

See accompanying notes to financial statements.

Global Partner Acquisition Corp II

6 unchanged sentences

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 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

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”).

As of March 31, 2023, the Company had not commenced any operations.

All activity for the period from November 3, 2020 (inception) to March 31, 2023 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

3 unchanged sentences

The Company generates non-operating income in the form of interest income from the proceeds derived from the Public Offering.

In January 2023, the shareholders of the Company took various

actions and the Company entered into various agreements resulting in a change of control of the Company, redemption of approximately

87 % of its Class A ordinary shares, an extension of the date to complete a Business Combination and certain additional financing and

other matters as discussed in further detail in the Form 10-K Annual Report filed on March 31, 2023, and the Form 8-K filed on

January 18, 2023, with the Securities and Exchange Commission (“SEC”) as well as throughout these notes to unaudited

condensed financial statements.

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”).

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”)

The Trust Account:

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 unredeemed proceeds

from the $ 300,000,000 Public Offering (see Note 3) and a $ 8,350,000 private placement (see 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.

In January 2023, the following material transactions, among others,

changed the control over and resources of the Company, all as further discussed in these notes to condensed financial statements, as follows:

On January 11, 2023, the Company held an Extension Meeting of its shareholders in which the shareholders approved the proposal to

amend the Company’s amended and restated memorandum and articles of association (the “Extension Amendment Proposal”)

to extend the date required to complete a Business Combination (as described further in Business Combination below).

In connection with

the vote to approve the Extension Amendment Proposal the holders of 26,068,281 Class A ordinary shares of the Company exercised their

right to redeem their shares for cash at a redemption price of approximately $ 10.167 per share for an aggregate redemption amount of approximately

$ 265,050,000 resulting in 3,931,719 Class A ordinary shares remaining.

On January 13, 2023, the Company, entered into an Investment Agreement (the “Investment Agreement”) with the Sponsor and

Endurance Global Partner II, LLC, a Delaware limited liability company (the “Investor”), pursuant to which the Investor agreed

to contribute to the Sponsor an aggregate amount in cash equal to up to $ 3,000,000 (the “Investment Contribution”), which

amount will be loaned to the Company in accordance with the Promissory Note (as defined below) (the “Investment Loan”), in

consideration for which, the Sponsor issued to the Investor interests in certain equity securities of the Company.

Pursuant to the Investment Agreement, the Sponsor transferred control of the Sponsor to affiliates of Antarctica Capital Partners

Pursuant to the Investment Agreement, the Sponsor has agreed to lend to the Company the funds required to pay expenses incurred by

the Company and reasonably related to the costs and expenses of facilitating the extension of the term of the Company.

Further, on January 13, 2023, Paul J.

Zepf, Pano Anthos, Andrew Cook, James McCann and Jay Ripley tendered their resignations as directors

of the Company.

Additionally, Paul J.

Zepf and David Apseloff resigned as officers of the Company.

There was no known disagreement with

any of the outgoing directors or officers on any matter relating to the Company’s operations, policies or practices.

The Company made settlements and received releases from several creditors in exchange for cash payments made resulting in the reduction

of approximately $ 2,961,000 of accrued liabilities which are reflected as a credit to operating expenses in the accompanying Condensed

Statements of Operations.

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 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.

Rule 2a-7 under the Investment Company Act of 1940.

On January 11, 2023, we liquidated the U.S.

government treasury obligations or money

market fund held in the trust account.

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 provided 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 by the date by which the Company is required to

consummate a business combination pursuant to the amended and restated memorandum and articles of association, January 14, 2024 if extended

per below (previously January 14, 2023) (the “Termination Date”), 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 by the Termination Date, subject to applicable law, which includes the extended time that

the Company has to consummate a Business Combination beyond the Termination Date 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.

On January 11, 2023, the Company’s shareholders voted to

extend the date by which the Company has to consummate a business combination from January 14, 2023 (the “Original Termination

Date”) to April 23, 2023 (the “Articles Extension Date”) and to allow the Company, without another shareholder

vote, to elect to extend the date to consummate a business combination on a monthly basis for up to nine times by an additional one

month each time up until the Termination Date of January 14, 2024.

Upon each of the nine one-month extensions, the Sponsor or one or

more of its affiliates, members or third-party designees may contribute to the Company $ 150,000 as a loan to be deposited into the

Trust Account.

Subsequent to March 31, 2023, in April and May 2023, the board of directors of the Company approved (i)

two, one-month extensions of the Termination Date, resulting in a new Termination Date of June 12, 2023, and (ii) draws of an

aggregate of $ 300,000 pursuant to the Extension Promissory Note - related party (as defined below).

Business Combination:

9 unchanged sentences

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.

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.

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.

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

4 unchanged sentences

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 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 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.

(“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), see however Note

3 regarding shareholder redemptions in January 2023.

As further discussed below, the Company will have until the

Termination Date, that was 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 and (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 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 the Company, 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

13 unchanged sentences

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

At March 31, 2023, the Company has approximately $ 3,000 in cash and

approximately $ 1,989,000 in working capital deficit.

The Company has incurred significant costs and expects to continue to 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.

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.

In connection with its financial position and intention to complete a business combination,

the Company has secured financing from its Sponsor.

The Company’s plan to deal with these uncertainties is to use the financing

from the Sponsor to complete a Business Combination prior to deadline as extended from time to time.

There is no assurance that the Company’s

plans to consummate a Business Combination will be successful or successful within the Combination Period.

The unaudited condensed financial

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

Emerging Growth Company:

10 unchanged sentences

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

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 11,221,954

at March 31, 2023 ( 15,566,667 at December 31, 2022) 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.

diluted income per ordinary share is the same as basic income per ordinary share for the period.

The Company complies with the accounting and disclosure requirements

2 unchanged sentences

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 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.

Net income per ordinary share

is calculated by dividing the net income by the weighted average number of ordinary shares outstanding during the respective period.

changes in redemption value that are accreted to Class A ordinary 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

Nine months ended

September 30, 2022

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 income per ordinary share

Three months ended

Nine months ended

September 30, 2021

March 31, 2023

March 31, 2022

Basic and diluted net income per ordinary share:

3 unchanged sentences

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 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.

The Company has significant cash balances at financial institutions

which throughout the year regularly exceed the federally insured limit of $ 250,000 .

Any loss incurred or a lack of access to such funds

could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

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 September 30, 2022 or December 31,

The Company had no cash equivalents at March 31, 2023 and December 31,

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 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.

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.

As of March 31, 2023 and December 31, 2022, the carrying

values 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

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).

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:

7 unchanged sentences

Use of Estimates:

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.

The preparation of financial statements in conformity with U.S.

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

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 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.

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.

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.

and SEC Staff Accounting Bulletin 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

4 unchanged sentences

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.

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

shares sold as part of the Units (as defined below) 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

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 sheets.

On January 11, 2023, in connection with the vote to approve the Extension

Amendment Proposal the holders of 26,068,281 Class A ordinary shares of the Company exercised their right to redeem their shares for cash

at a redemption price of approximately $ 10.167 per share for an aggregate redemption amount of approximately $ 265,050,000 reducing the

number of Class A ordinary shares to 3,931,719 .

The Company recognizes changes immediately as they occur and adjusts

2 unchanged sentences

Class A ordinary shares are affected by adjustments to additional paid-in capital.

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.

Accordingly, 3,931,719 and 30,000,000 , respectively,

were classified outside of permanent equity at March 31, 2023 and December 31, 2022 and 2021.

Class A ordinary shares subject to redemption

consist of the following:

Gross proceeds of Public Offering

4 unchanged sentences

( 16,254,000 )

Accretion of carrying value to redemption value at Public Offering

Accretion of carrying value to redemption value

Subtotal at inception and at December 31, 2021

Accretion of carrying value to redemption value since Public Offering

Class A ordinary shares subject to possible redemption

Accretion of carrying value to redemption value

Class A ordinary shares subject to possible redemption at December 31, 2022

$ 304,675,000

Class A ordinary shares redeemed on January 11, 2023

( 265,050,000 )

Accretion of carrying value to redemption value

Income Taxes:

6 unchanged sentences

There were no unrecognized tax benefits as

of September 30, 2022 and December 31, 2021.

of March 31, 2023 and December 31, 2022.

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.

No amounts were accrued for the payment of interest and penalties at March 31, 2023 or December 31, 2022.

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 has been subject to income tax examinations by major taxing authorities since inception.

The Company is considered a Cayman Islands exempted company and is

1 unchanged sentence

As such, the Company’s

tax provision was zero for the period presented.

tax provision was zero for the periods presented.

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

tax benefits will materially change over the next twelve months.

Extension Promissory Notes - Related Party:

The Company has elected the fair value option

to account for its Extension Promissory Notes - related party with its Sponsor as defined and more fully described in Note 4.

of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent

changes in fair value are recorded as change in the fair value of working capital loan-related party on the statements of operations.

The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall

fair value measurement.

These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s

own assumption about the assumptions a market participant would use in pricing the asset or liability.

Warrant Liability:

29 unchanged sentences

on a full or modified retrospective basis.

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

financial statements.

The Company has adopted this standard for its Extension Promissory Notes - related party as further discussed in Note 4.

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.

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

financial statements.

Note 3 – Public Offering

5 unchanged sentences

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”).

Business Combination (the “Distributable Redeemable Warrants,” and together with the Detachable Redeemable Warrants, the “Redeemable Warrants”).

Each whole Redeemable Warrant offered in the Public Offering

9 unchanged sentences

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

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.

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

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.

6 unchanged sentences

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.

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.

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,

1 unchanged sentence

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

The shareholders of the Company approved the Extension Amendment

Proposal (as defined below) at the extraordinary general meeting (the “Extension Meeting”) and on January 11, 2023, in connection with that vote, the holders of

26,068,281 Class A ordinary shares of the Company properly exercised their right to redeem their shares for an aggregate price of

approximately $ 10.167 per share, for an aggregate redemption amount of approximately $ 265,050,166 .

In addition, 4,344,714 contingent

redeemable warrants will no longer be available to the former holders of the 26,068,281 Class A ordinary shares redeemed and so the

carrying amount of those warrants, approximately $ 130,000 , was removed from the warrant liabilities on the unaudited condensed

balance sheet.

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.

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

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

11 unchanged sentences

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

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.

Private Placement Warrants:

4 unchanged sentences

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.

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.

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

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:

4 unchanged sentences

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.

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.

In addition, these holders will have piggyback 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:

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.

was non-interest bearing and payable on the earlier of December 31, 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 .

Sponsor working capital loans - On August 1, 2022, the

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

party”) in the principal amount of up to $ 2,000,000 to its Sponsor.

The August 1, 2022 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

The August 1, 2022 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

During the three months ended March 31, 2023, approximately $ 30,000 of this loan was repaid.

As of March 31, 2023 and

December 31, 2022, the outstanding principal balance under the note was $ 755,000 and $ 785,000 .

On January 13, 2023, the Company and the Sponsor agreed to extend the

date of maturity of the Note to the earlier of (i) the Termination Date, (ii) the consummation of a business combination of the Company

and (iii) the liquidation of the Company.

On January 3, 2023, the Company issued a promissory note (the

“January 3, 2023 Note”) in the principal

amount of up to $ 250,000 to its Sponsor.

The January 3, 2023 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 January 3, 2023 Note

bears no interest and is due and payable upon the Business Combination.

As of March 31, 2023, no amounts have been drawn down and

there was no outstanding principal balance under the note.

At the election of the Payee, $ 250,000 of the unpaid principal amount

of the January 3, 2023 Note may be converted into warrants of the Company (“Warrants”), at a price of $ 1.50 per warrant,

each warrant exercisable for one Class A ordinary share, $ 0.0001 par value per share, of the Company.

The Warrants shall be

identical to the Private Placement Warrants issued to the Sponsor at the time of the Company’s initial public offering.

On January 13, 2023, the Company issued a promissory note (the “January

13, 2023 Note” and together with the January 3, 2023 Note, the “Extension Promissory Notes – related party”) in the principal amount of up to $ 3,000,000 to

The January 13, 2023 Note was issued in connection with advances the Sponsor may make to the Company for contributions to

the Trust Account in connection with the Extension and other expenses reasonably related to its business and the consummation of the Business

The January 13, 2023 Note bears no interest and is due and payable upon the Business Combination.

At the election of the

Payee, all or a portion of the unpaid principal amount of the Note may be converted into Warrants, at a price of $ 1.50 per warrant, each

warrant exercisable for one Class A ordinary share, $ 0.0001 par value per share, of the Company.

The Warrants shall be identical to the Private Placement Warrants issued to the Sponsor at the time of the Company’s initial public offering.

During the three months ended March 31, 2023, the Company made

four drawdowns under the January 13, 2023 Note in order to pay extension payments and for working capital.

The Company adopted the

fair value option with respect to these notes.

At each draw and at March 31, 2023, the company had an independent valuation firm

value the notes.

The valuation firm uses a Monte Carlo method to value the notes.

Those valuations showed that the fair value of the

notes (approximately $ 572,000 ) was materially less than the drawdown (approximately 377,000 less).

Such amount at inception,

$ 377,000 , was credited to equity.

The aggregate principal balance outstanding was then revalued to fair value at March 31, 2023

resulting in an increase to the fair value of approximately $ 32,000 and is stated in the balance stated at March 31, 2023 at fair

value of $ 604,000 , approximately $ 345,000 less than the outstanding principal balance under the note of approximately $ 949,000 .

The following

table presents information about the Company’s Extension Promissory Notes – related party that are measured at fair value

on a recurring basis as of March 31, 2023 and indicates the fair value hierarchy of the valuation techniques that the Company utilized

to determine such fair value.

Fair Value Measured as of March

Extension Promissory Notes - related party

Total fair value

The following table provides quantitative information regarding the

Level 3 fair value measurements inputs at their measurement dates:

Exercise price

Unobserved Deal-Scenario Stock price

Option term (in years)

Implied Probability of Merger Success

Subsequent to March 31, 2023, in April and May 2023, the Company borrowed

an aggregate $ 300,000 to fund the monthly extension payments for those two months.

In addition, the Company borrowed an additional approximately

$ 20,000 subsequent to March 31, 2023 to fund working capital needs.

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 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 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.

Approximately $ 75,000 and $ 75,000 were charged to general and administrative expenses during the three months ended March 31, 2023 and

2022 for this agreement.

There was approximately $ 50,000 and $- 0 - included in accrued liabilities at March 31, 2023 and December 31, 2022,

respectively.

Note 5 – Accounting for Warrant Liability

At March 31, 2023 and December 31, 2022, there were 15,566,667 and

11,221,954 warrants, respectively, outstanding including 5,655,286 Public Warrants and 5,566,667 Private Placement Warrants outstanding

at March 31, 2023 and 10,000,000 Public Warrants and 5,566,667 Private Placement Warrants outstanding at December 31, 2022.

contingent redeemable warrants that would have been exercisable by the former holders of the 26,068,281 Class A ordinary shares are no

longer available for exercise.

The Company’s warrants are not indexed to the Company’s

3 unchanged sentences

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 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 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,

The following tables present information about the Company’s

warrant liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022 and indicate the fair

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

Quoted Prices

2 unchanged sentences

Private Placement Warrants

Warrant liability at September 30, 2022

Warrant liability at December 31, 2021

Quoted Prices

2 unchanged sentences

Private Placement Warrants

Warrant liability at December 31, 2021

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 nine months ended September 30, 2022:

Fair value measurement on December 31, 2021

Change in fair value

( 7,700,000 )

( 4,286,000 )

( 11,986,000 )

Fair value as of September 30, 2022

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

liabilities during the nine months ended September 30, 2021:

Fair value measurement on December 31, 2020

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

Change in fair value

( 5,300,000 )

( 2,950,000 )

( 8,250,000 )

Fair value as of September 30, 2021

Warrant liability at March 31, 2023

At March 31, 2023 and December 31, 2022, the Company values its (a)

Public Warrants based on the closing price at March 31, 2023 and December 31, 2022, respectively, in an active market and (b) Private Placement Warrants based on the closing price of the Public Warrants since they are similar instruments.

The warrant liabilities are not subject to qualified hedge accounting.

1 unchanged sentence

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 nine months ended September 30 ,2021.

There were no transfers during the three months ended March 31, 2023 or the year ended December 31, 2022.

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

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.

1 unchanged sentence

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.

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.

On January 11, 2023, shareholders redeemed 26,068,281 Class A ordinary

shares at $ 10.167 per share, approximately $ 265,050,000 , from the Trust Account and from Class A ordinary shares subject to redemption

as further discussed in these notes to condensed financial statements.

The Company classifies its U.S.

government treasury bills and equivalent securities

(when it owns them) as held-to-maturity in accordance with FASB ASC 320, “Investments – Debt and Equity Securities.”

government treasury bills and equivalent

securities (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.

1 unchanged sentence

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 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 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

$ 302,021,000

The funds in the Trust Account were held in an interest bearing cash

account at March 31, 2023.

The following table presents information about the Company’s assets that are measured at fair value on

a recurring basis as of December 31, 2022 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 December 31, 2022 consisted of money market funds meeting certain

conditions under Rule 2a-7 under the Investment Company Act of 1940, 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:

Money Market Fund

3 unchanged sentences

$ 304,675,000

Note 7 – Shareholders’ Equity (Deficit)

Note 7 – Shareholders’ 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 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.

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

The Founder Shares are subject to vesting as follows:

5 unchanged sentences

of the Business Combination will be cancelled.

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

A ordinary shares subject to possible redemption at each condensed balance sheet date).

At March 31, 2023 and December 31, 2022, 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 3,931,719 and

30,000,000 , respectively, Class A ordinary shares subject to possible redemption at March 31, 2023 and December 31, 2023).

Preference Shares:

2 unchanged sentences

board of directors.

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

At March 31, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

Note 8 – Commitments and Contingencies

11 unchanged sentences

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.

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 unaudited

condensed financial position and results of its operations, the specific impact is not readily determinable as of the date of these financial

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

Bank Closures — Management acknowledges that the Company depends

on a variety of U.S.

and multi-national financial institutions for banking services.

Market conditions can impact the viability of these

institutions, which in effect will affect the Company’s ability to maintain and provide assurances that it can access its cash and

cash equivalents in a timely manner or at all.

Any inability to access or delay in accessing these funds could adversely affect the Company’s

liquidity, business and financial condition.

Conflict in Ukraine — In February 2022, the Russian Federation

3 unchanged sentences

The impact of this action and related sanctions

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

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

Certain repurchases of stock (including redemptions) by publicly traded

domestic corporations - On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1 % excise tax on certain repurchases (including redemptions) of stock

by publicly traded domestic (i.e., U.S.) corporations, among others.

The excise tax is imposed on the repurchasing corporation itself,

not its stockholders from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market value of the shares

repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted

to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable

In addition, certain exceptions apply to the excise tax.

The IR Act applies to repurchases that occur after December 31, 2022.

Whether and to what extent the Company would be subject to the excise

tax in connection with a business combination, liquidation or partial redemption would depend on a number of factors.

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