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Item 2. Management’s Discussion and Analysis

2023-08-15 compared with 2023-05-16 · 101 added, 113 removed, 187 unchanged (53% of the section changed)

22 unchanged sentences

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.

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

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

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

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

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

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

Similarly, if we issue debt or otherwise incur significant debt, it

could result in:

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

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

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 financial statements, as of June 30,

2023, we had approximately $6,000 of cash and negative working capital of approximately $2,224,000.

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Results of Operations

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

For the period from November 3, 2020 (date of inception) to June 30,

2023, our activities consisted of formation and preparation for the Public Offering and, subsequent to completion of the public offering

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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.

aggregate approximately $75,000 for each of the three months ended June 30, 2023 and 2022 and $150,000 for each of the six months ended

June 30, 2023 and 2022.

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

$135,000 and $241,000, respectively, for the three and six months ended June 30, 2023 and approximately $91,000 and $185,000 in the three

and six months ended June 30, 2022.

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.

to reviewing potential Business Combinations was approximately $840,000 in the six months ended June 2023.

During the six months ended June 30, 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,

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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.

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

Interest income was approximately $471,000 and 1,392,000

respectively, for the three and six months ended June 30, 2023 and approximately $454,000 and 478,000 respectively, for the three and

six months ended June 30,2022.

The variation in interest income reflects 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.

in fair value of warrants was an other income of an aggregate of approximately $1,964,000 and an other expenses of $56,000, respectively

in the three and six months ended June 30, 2023 and approximately $3,269,000 and $10,118,000, respectively in the three and months ended

June 30, 2022.

There were no income tax expenses for the three months ended June 30,

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.

We did not withdraw any interest from the Trust Account in the three months ended June 30, 2023 or 2022.

Liquidity and Capital Resources

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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.

loans to us of up to $300,000 by our Sponsor under the Note, a total of $199,000 was actually loaned by the Sponsor against the issuance

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 June 30, 2023 and 2022.

Mandatory Liquidation and Going Concern:

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

At June 30, 2023, the Company has approximately $6,000 in cash and

approximately $3,097,000 in negative working capital.

14 unchanged sentences

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

On August 1, 2022, the Company issued the August 1, 2023 Note in the

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

The August 1, 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 August 1, 2023 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 August 1, 2023 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 June 30, 2023 and December 31, 2022, the outstanding principal balance

under the August 1, 2023 Note was approximately $755,000 and $785,000.

On January 3, 2023, the Company issued 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 June 30, 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 Public Offering.

On January 13, 2023, the Company issued the January 13, 2023 Note in

the principal amount of up to $3,000,000 to its Sponsor.

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 Combination.

1 unchanged sentence

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

At the election of the Payee, all or a portion of the unpaid principal amount of the January 13,2023 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

Public Offering.

During the six months ended June 30, 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 June 30, 2023, the company

had an independent valuation firm value the notes.

Those valuations showed that the fair value of the notes at inception (approximately

$778,000) was materially less than the drawdown (approximately 675,000 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

to fair value at June 30, 2023 resulting in a decrease to the fair value of approximately $299,000 and is stated in the balance stated

at June 30, 2023 at fair value of $580,000, approximately $874,000 less than the outstanding principal balance under the note of approximately

We expect our principal liquidity requirements during this period to

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Contractual obligations

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

At June 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 the Sponsor, pursuant to which the Company pays the Sponsor $25,000

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

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

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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

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.

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 earlier.

Critical Accounting Estimates

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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.

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

2 unchanged sentences

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