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Item 2. Management’s Discussion and Analysis

2023-05-16 compared with 2022-11-07 · 286 added, 271 removed, 14 unchanged (98% of the section changed)

1 unchanged sentence

CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the

Company’s financial condition and results of operations should be read in conjunction with the condensed financial statements and

the notes thereto contained elsewhere in this report.

The following discussion and analysis of the Company’s financial

condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere

in this report.

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical

fact included in this section and elsewhere in this Form 10-Q regarding the Company’s financial position, business strategy and

the plans and objectives of management for future operations, are forward-looking statements.

When used in this Form 10-Q, words such

as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions,

as they relate to us or the Company’s management, identify forward-looking statements.

Such forward-looking statements are based

on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management.

Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed

in our filings with the SEC.

We are a blank check company incorporated on November

3, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

reorganization or similar Business Combination with one or more businesses or entities.

We intend to effectuate our Initial Business Combination

using cash from the proceeds of the Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination

of cash, equity and debt.

The issuance of additional shares in a Business

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:

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.

All statements other than statements of historical fact included in

this section and elsewhere in this Form 10-Q regarding the Company’s financial position, business strategy and the plans and objectives

of management for future operations, are forward-looking statements.

When used in this Form 10-Q, words such as “anticipate,”

“believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us

or the Company’s management, identify forward-looking statements.

Such forward-looking statements are based on the beliefs of management,

as well as assumptions made by, and information currently available to, the Company’s management.

Actual results could differ materially

from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.

We are a blank check company incorporated on November 3, 2020 as a

Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization

or similar Business Combination with one or more businesses or entities.

We intend to effectuate our initial Business Combination using

cash from the proceeds of the Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash,

equity and debt.

The issuance of additional shares in a Business Combination:

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.

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;

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;

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 financial statements, as of March

31, 2023, we had approximately $3,000 of cash and negative working capital of approximately $1,989,000.

Further, we expect to incur significant

costs in the pursuit of our initial Business Combination and if we cannot complete a Business Combination by, as extended on January 11,

2023, April 14, 2023 (or, if up to nine additional monthly extensions thereafter are approved by the board of directors, the Termination

Date) we could be forced to wind up our operations and liquidate unless we receive an extension approval from our shareholders.

assure you that our plans to complete our initial Business Combination will be successful.

On January 11, 2023, we held an Extension Meeting to, in part, amend

our amended and restated memorandum and articles of association to extend the date by which we have to consummate a business combination.

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.

Results of Operations

For the period from November 3, 2020 (date of

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.

As such, we had no operations

or significant operating expenses until after the completion of the Public Offering in January 2021.

Our normal operating costs since January 14, 2021

include costs associated with our search for an Initial Business Combination (see below), costs associated with our governance and public

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 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

$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

For the period from November 3, 2020 (date of inception) to December

31, 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.

As such, we had no operations or significant

operating expenses until after the completion of the Public Offering in January 2021.

Our normal operating costs since January 14, 2021 include costs associated

with our search for an initial Business Combination (see below), costs associated with our governance and public reporting (see below),

and a charge of $25,000 per month from our Sponsor for administrative services.

Costs for such Sponsor provided administrative services

aggregate approximately $75,000 for each of the three months ended March 31, 2023 and 2022.

Costs associated with our governance and public

reporting have increased since the Public Offering and were approximately $248,000 and $116,000, respectively, for the three months ended

March 31, 2023 and 2022.

The increase in the three months ended March 31, 2023 relates to the costs associated with the Extension Meeting

of shareholder held in January 2023.

Professional costs associated with the January proxy and Extension Meeting as well as work related

to reviewing potential business combinations was approximately $744,000 in the three months ended March 2023.

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

settlement and release agreements with various creditors in exchange for certain payments made and resulting in the reversal of accruals

totaling approximately $2,961,000 which is included as a credit to operating expenses in the accompanying Condensed Statements of Operations.

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

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 $921,000 and $25,000 respectively,

for the three months ended March 31, 2023 and 2022.

The variation 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 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.

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 change in fair value of warrants was an other expense of approximately $2,020,000 and other income of approximately

$9,029,000, respectively in the three months ended March 31, 2023 and 2022.

There were no income tax expenses for the three months ended March

31, 2023 and 2022 because we are a Cayman Islands exempted company and are not subject to income tax in the United States or in the Cayman

We did not withdraw any interest from the Trust Account in the three months ended March 31, 2023 or 2022.

Liquidity and Capital Resources

On January 14, 2021, we consummated the Public

Offering of an aggregate of 30,000,000 Units at a price of $10.00 per unit generating gross proceeds of approximately $300,000,000 before

underwriting discounts and expenses.

Simultaneously with the consummation of the Public Offering, we consummated the Private Placement

of 5,566,667 Private Placement Warrants, each exercisable to purchase one share of our Class A ordinary shares at $11.50 per share, to

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.

On January 14, 2021, we consummated the Public Offering of an aggregate

of 30,000,000 Units at a price of $10.00 per unit generating gross proceeds of approximately $300,000,000 before underwriting discounts

and expenses.

Simultaneously with the consummation of the Public Offering, we consummated the private placement of 5,566,667 Private Placement

Warrants, each exercisable to purchase one share of our Class A ordinary shares at $11.50 per share, to 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.

At December 31, 2022 and 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

Private Placement were approximately $301,471,000, net of the non-deferred portion of the underwriting commissions of $6,000,000 and offering

costs and other expenses of approximately $904,000 (including approximately $554,000 of offering expenses and approximately $350,000 of

insurance that is accounted for as prepaid expense).

$300,000,000 of the proceeds of the Public Offering and the Private Placement have

been deposited in the Trust Account and are not available to us for operations (except certain amounts to pay taxes, if any).

30, 2022 and December 31, 2021, we had approximately $247,000 and $842,000, respectively, of cash available outside of the Trust Account

to fund our activities until we consummate an Initial Business Combination.

Until the consummation of the Public Offering,

the Company’s only sources of liquidity were an initial purchase of our Class B ordinary shares for $25,000 by the Sponsor, and

the availability of loans to us of up to $300,000 by our sponsor under an unsecured promissory note (the “Note”), a total

of $199,000 was actually loaned by the Sponsor against the issuance of the Note.

The Note was non-interest bearing and was paid in full

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 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

during this period to include legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and

documenting successful business combinations;

The net proceeds from the Public Offering and private placement were

approximately $301,471,000, net of the non-deferred portion of the underwriting commissions of $6,000,000 and offering costs and other

expenses of approximately $904,000 (including approximately $554,000 of offering expenses and approximately $350,000 of insurance that

is accounted for as prepaid expense).

$300,000,000 of the proceeds of the Public Offering and the private placement have been deposited

in the Trust Account and are not available to us for operations (except certain amounts to pay taxes, if any).

At December 30, 2022 and

2021, we had approximately $3,000 and $101,000, respectively, of cash available outside of the Trust Account to fund our activities until

we consummate an initial Business Combination.

On January 11, 2023, certain shareholders elected to redeem 26,068,281

Class A ordinary shares at $10.167 per share, approximately $265,050,000, from the Trust Account.

Until the consummation of the Public Offering, the Company’s

only sources of liquidity were an initial purchase of our Class B ordinary shares for $25,000 by the Sponsor, and the availability of

loans to us of up to $300,000 by our sponsor under an unsecured promissory note, a total of $199,000 was actually

loaned by the Sponsor against the issuance of the note.

The note was non-interest bearing and was paid in full 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 March

31, 2023 and 2022.

Mandatory Liquidation and Going Concern:

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

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

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 financial statements are issued.

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

the Company has secured financing from it 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 financial statements do

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

On August 1, 2022, the Company issued a promissory note 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 was 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”).

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 of January 14 2024, (ii) the consummation of a

business combination of the Company and (iii) the liquidation of the Company.

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

outstanding principal balance under the note was approximately $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” or “Extension Promissory Notes – related party”) in the principal amount of up to $250,000 to its

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

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” or “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.

At each draw and at March 31, 2023,

the company had an independent valuation firm 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).

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

We expect our principal liquidity requirements during this period to

include legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting a successful

business combination;

legal and accounting fees related to regulatory reporting obligations;

payment for investment

professionals’ services and support services;

payment for investment professionals’

services and support services;

Nasdaq continued listing fees;

and general working capital that will be used for miscellaneous

expenses and reserves.

Our estimates of expenses may differ materially

from our actual expenses.

In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing,

fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision

(a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors

on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have

any current intention to do so.

If we entered into an agreement where we paid for the right to receive exclusivity from a target business,

the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of

the specific business combination and the amount of our available funds at the time.

Our forfeiture of such funds (whether as a result

of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with

respect to, prospective target businesses.

Moreover, we may need to obtain additional financing

to complete our Initial Business Combination, either because the transaction requires more cash than is available from the proceeds held

in our trust account, or because we become obligated to redeem a significant number of our public shares upon completion of the Business

Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

If we have not

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”).

and general working capital that will be used for miscellaneous expenses

and reserves.

Our estimates of expenses may differ materially from our actual expenses.

In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to

assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed

to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable

to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to

If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would

be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business

combination and the amount of our available funds at the time.

Our forfeiture of such funds (whether as a result of our breach or otherwise)

could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target

Moreover, we may need to obtain additional financing to complete our

initial Business Combination, either because the transaction requires more cash than is available from the proceeds held in our Trust

Account, or because we become obligated to redeem a significant number of our public shares upon completion of the Business Combination,

in which case we may issue additional securities or incur debt in connection with such Business Combination.

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, as extended on January 11, 2023, until April 14, 2023

(or, if up to nine additional monthly extensions thereafter are approved by the board of directors, the Termination Date) to complete

an initial Business Combination (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.

In the event of such liquidation, 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 in the Public Offering.

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

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.

In the event of such liquidation, 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

in the Public Offering.

Off-balance sheet financing arrangements

We have no obligations, assets or liabilities

which would be considered off-balance sheet arrangements.

We do not participate in transactions that create relationships with unconsolidated

entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose

of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet

financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into

any agreements for non-financial assets.

We have no obligations, assets or liabilities which would be considered

off-balance sheet arrangements.

We do not participate in transactions that create relationships with unconsolidated entities or financial

partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance

sheet arrangements.

We have not entered into any off-balance sheet financing arrangements,

established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any agreements for non-financial

Contractual obligations

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

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

In connection with the Public Offering, we entered

into an Administrative Support Agreement with Global Partner Sponsor II LLC, our Sponsor, pursuant to which the Company pays Global Partner

Sponsor II LLC $25,000 per month for office space and investment support services.

In connection with identifying an Initial Business

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

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

things, relax certain reporting requirements for qualifying public companies.

We will qualify as an “emerging growth company”

and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private

(not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may

not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging

growth companies.

As a result, our condensed financial statements may not be comparable to companies that comply with new or revised accounting

pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating

the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth

in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among

other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to

Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public

companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by

the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about

the audit and the condensed financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related

items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation

to median employee compensation.

These exemptions will apply for a period of five years following the completion of our IPO or until we

are no longer an “emerging growth company,” whichever is earlier.

At March 31, 2022, we did not have any long-term debt, capital lease

obligations, operating lease obligations or long-term liabilities.

In connection with the Public Offering, we entered into an Administrative

Support Agreement with the Sponsor, pursuant to which the Company pays the Sponsor $25,000

per month for office space, utilities and secretarial and administrative support.

In connection with identifying an initial Business 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 compensation) would be charged to operations in the quarter that an initial Business Combination is consummated.

In most instances (except with respect to our independent registered public accounting firm), these engagement letters and agreements

are expected to specifically provide that such counterparties waive their rights to seek repayment from the funds in the Trust Account.

The JOBS Act contains provisions that, among other things, relax certain

reporting requirements for qualifying public companies.

We will qualify as an “emerging growth company” and under the JOBS

Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded)

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or

revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as

of public company effective dates.

Additionally, we are in the process of evaluating the benefits of

relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS

Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other

things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to

Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth

public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be

adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional

information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive

compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief

Executive Officer’s compensation to median employee compensation.

These exemptions will apply for a period of five years

following the completion of our Public Offering or until we are no longer an “emerging growth company,” whichever is

Critical Accounting Estimates

The preparation of financial statements and related

disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and income and expenses

during the periods reported.

Actual results could materially differ from those estimates.

The Company has identified the following as

its critical accounting estimates:

Warrant Liability

A critical accounting estimate made in our condensed

financial statements is the estimated fair value of our warrant liability.

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.

establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The tiers include:

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

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure

fair value may be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is categorized

in its entirety based on the lowest level input that is significant to the fair value measurement.

The estimated fair value of our warrant liability

at January 14, 2021 was determined using Level 3 inputs.

At January 14, 2021, the Company utilized an independent valuation consultant

that used a binomial lattice simulation methodology to value the Warrants.

Inherent in a binomial options pricing model are assumptions

related to expected share-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates the volatility

of its shares based on historical volatility that matches the expected remaining life of the Warrants.

The risk-free interest rate is

based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Warrants.

The expected life of the Warrants is assumed to be equivalent to their remaining contractual term.

The dividend rate is based on the historical

rate, which the Company anticipates to remain at zero.

Beginning on June 30, 2021 and for periods thereafter, the fair value of the warrant

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

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

of our warrants translates to approximately $1,557,000 gain or loss.

The requirement under 229.303 (Item 303) Management’s

discussion and analysis of financial condition and results of operations is:

Critical accounting estimates.

Critical accounting estimates

are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty

and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant.

Provide qualitative and quantitative information necessary to understand the estimation uncertainty and the impact the critical accounting

estimate has had or is reasonably likely to have on financial condition or results of operations to the extent the information is material

and reasonably available.

This information should include why each critical accounting estimate is subject to uncertainty and, to the

extent the information is material and reasonably available, how much each estimate and/or assumption has changed over a relevant period,

and the sensitivity of the reported amount to the methods, assumptions and estimates underlying its calculation.

The preparation of financial statements and

related disclosures in conformity with GAAP requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets

and liabilities at the date of the financial statements, and income and expenses during the periods reported.

Actual results could materially differ from

those estimates.

Management has determined that the Company has no critical accounting estimates.

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