What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-11-14 compared with 2023-08-15 · 115 added, 117 removed, 171 unchanged (58% of the section changed)

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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.

this section and elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”) regarding the Company’s financial

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

in this Quarterly Report, 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

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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,

As indicated in the accompanying financial statements, as of September

30, 2023, we had approximately $1,000 of cash and negative working capital of approximately $3,695,000.

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Results of Operations

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

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

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 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 $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.

aggregate approximately $75,000 for each of the three months ended September 30, 2023 and 2022 and $225,000 for each of the nine months

ended September 30, 2023 and 2022.

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

and were approximately $122,000 and $3,000, respectively, for the three and nine months ended September 30, 2023 and approximately $128,000

and $354,000 in the three and nine months ended September 30, 2022.

Professional costs associated with the January proxy and Extension

Meeting as well as work related to reviewing potential Business Combinations was approximately $100,000 and $1,083,000 in the three and

nine months ended September 2023.

During the nine months ended September 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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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 $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,

in the fair value of the Public Warrants and Private Placement Warrants at each reporting date.

Interest income was approximately $406,000

and 1,798,000 respectively, for the three and nine months ended September 30, 2023 and approximately $1,466,000 and $1,946,000 respectively,

for the three and nine months ended September 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 Warrants and Private Placement

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 income item of an aggregate of approximately $281,000

and $225,000, respectively in the three and nine months ended September 30, 2023 and approximately $1,868,000 and $11,986,000, respectively

in the three and months ended September 30, 2022.

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

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 June 30, 2023 or 2022.

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

Liquidity and Capital Resources

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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.

accordingly, no amounts are available or were outstanding under the Note at September 30, 2023 and 2022.

Mandatory Liquidation and Going Concern:

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

approximately $3,097,000 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.

At September 30, 2023, the Company has approximately $1,000 in cash

and approximately $3,095,000 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.

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 the August 1, 2023 Note in the

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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.

bears no interest and was due and payable upon the earlier to occur of (i) January 14, 2023 and (ii) the consummation of an initial Business

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 September 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 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 September 30, 2023, no amount has

been drawn down and there is no outstanding principal balance under the January 3, 2023 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 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

Placement Warrants issued to the Sponsor at the time of the Company’s 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 its Sponsor.

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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 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

be converted into Warrants, at a price of $1.50 per warrant, each warrant exercisable for one Class A ordinary share of the Company.

Warrants shall be identical to the Private Placement Warrants issued to the Sponsor at the time of the Public Offering.

During the three and nine months ended September 30, 2023, the Company

made five and sixteen, respectively, drawdowns aggregating approximately $455,000 and $1,809,000, respectively, under the January 13,

2023 Note in order to pay extension payments and for working capital.

The Company records such notes at par value and believes that the

fair value of the conversion feature is not material based upon the trading price of the similarly termed Public Warrants.

30, 2023 and December 31, 2022, the outstanding principal balance under the note was approximately $1,809,000 and $0, respectively.

Subsequent to September 30, 2023, in October and November 2023, the

Company borrowed an aggregate $450,383.33 to fund the monthly extension payments for those months and the payment that was initially not

paid in September.

In addition, the Company borrowed an additional approximately $25,000 subsequent to September 30, 2023 to fund working

capital needs.

We expect our principal liquidity requirements during this period to

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(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;

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.

an 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.

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

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Contractual obligations

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

obligations, operating lease obligations or long-term liabilities.

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

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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

The requirement under 229.303 (Item 303) Management’s

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

Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting

Oversight Board 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 earlier.

Critical Accounting Estimates

The requirement under 229.303 (Item 303) Management’s discussion

and analysis of financial condition and results of operations is:

Critical accounting estimates.

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

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.

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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.

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.

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