What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-08-23 compared with 2022-05-23 · 100 added, 98 removed, 158 unchanged (56% of the section changed)

61 unchanged sentences

the Combination Period.

Recent Developments

have issued an unsecured promissory note (the “Note”) in the amount of up to $500,000 to our sponsor.

The proceeds of the

Note, which may be drawn down from time to time until we consummate our initial business combination, will be used for general working

capital purposes.

The Note bears no interest and is payable in full upon the earlier to occur of (i) twenty-four (24) months from the

closing of our initial public offering (or such later date as may be extended in accordance with the terms of our amended and restated

memorandum and articles of association) or (ii) the consummation of our business combination.

A failure to pay the principal within five

business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event

of default, in which case the Note may be accelerated.

Prior to our first payment of all or any portion of the principal balance of the

Note in cash, our sponsor has the option to convert all, but not less than all, of the principal balance of the Note into private placement

warrants (the “Conversion Warrants”), each warrant exercisable for one ordinary share of the Company at an exercise price

of $1.50 per share.

The terms of the Conversion Warrants would be identical to the Private Placement Warrants.

Our sponsor shall be entitled

to certain registration rights relating to the Conversion Warrants.

The issuance of the Note was made pursuant to the exemption from registration

contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Results of Operations and Known Trends

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public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

the three months ended March 31, 2022, we had net income of $1,295,281, which consisted of unrealized gain on change in fair value of

warrant liability of $2,382,667 and investment income of $109,863 on our amounts held in the Trust Account, offset by $1,198,082 of operating

costs consisting mostly of general and administrative expenses and foreign currency exchange gain of $833.

the three months ended March 31, 2021, we had a net income of $3,384,112, which consisted of unrealized gain on change in fair value of

warrant liability of $4,169,666 and investment income of $10,352 on our amounts held in the Trust Account, offset by $220,628 of operating

costs consisting mostly of general and administrative expenses and offering expenses related to warrant issuance of $575,278.

For the three months ended June 30, 2022, we had net income of $2,025,986,

which consisted of unrealized gain on change in fair value of warrant liability of $2,382,667 and investment income of $484,975 on our

amounts held in the Trust Account, offset by $824,081 of operating costs consisting mostly of general and administrative expenses, change

in the fair value of convertible notes of $4,200, and foreign currency exchange loss of $21,775.

For the six months ended June 30, 2022, we had net income of $3,321,266,

which consisted of unrealized gain on change in fair value of warrant liability of $4,765,334 and investment income of $594,838 on our

amounts held in the Trust Account, offset by $2,022,164 of operating costs consisting mostly of general and administrative expenses, change

in the fair value of convertible notes of $4,200, and foreign currency exchange loss of $20,942.

the three months ended June 30, 2021, we had a net loss of $2,796,798, which consisted of $448,441 of operating costs consisting mostly

of general and administrative expenses, foreign currency exchange loss of $581 and unrealized loss on change in fair value of warrant

liability of $2,382,666, offset by investment income of $34,890 on our amounts held in the Trust Account.

the six months ended June 30, 2021, we had a net income of $587,314, which consisted of unrealized gain on change in fair value of warrant

liability of $1,787,000 and investment income of $45,242 on our amounts held in the Trust Account, offset by $669,069 of operating costs

consisting mostly of general and administrative expenses, foreign currency exchange loss of $581 and offering expenses related to warrant

issuance of $575,278.

classify the Warrants issued in connection with our Initial Public Offering and Private Placement as liabilities at their fair value and

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For the period

from the Initial Public Offering to March 31, 2022, the change in fair value of the Warrants was a decrease in the liability of approximately

from the Initial Public Offering to June 30, 2022, the change in fair value of the Warrants was a decrease in the liability of $14,147,084.

Liquidity and Capital

of March 31, 2022, the Company had cash outside the Trust Account of $78,404 in its operating bank accounts, $345,215,544 in marketable

securities held in the Trust Account to be used for a business combination, or to repurchase or redeem its stock in connection therewith,

and a working capital deficit of $2,662,168.

As of March 31, 2022, none of the amount in the Trust Account was available to be withdrawn

as described above.

Company may raise additional capital through loans or additional investments from the sponsor or an affiliate of the sponsor or certain

of its directors and officers.

The sponsor may, but is not obligated to, lend the Company funds, from time to time in whatever amounts

it deems reasonable in its sole discretion, to meet the Company’s working capital needs.

There can be no assurance that the Company

will be able to obtain additional financing, however.

Moreover, the Company may need to obtain additional financing either to complete

its business combination or because the Company becomes obligated to redeem a significant number of its public shares upon consummation

of its business combination, in which case the Company may issue additional securities or incur debt in connection with such business

Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with

the completion of its business combination.

the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include,

of June 30, 2022, we had cash outside the Trust Account of $425,945 in its operating bank accounts, $345,700,519 in marketable securities

held in the Trust Account to be used for a business combination, or to repurchase or redeem its stock in connection therewith, and a working

capital deficit of $2,983,524.

As of June 30, 2022, none of the amount in the Trust Account was available to be withdrawn as described

have issued two unsecured promissory notes (the “Notes”) in the amount of up to $1,000,000 to our sponsor.

The Notes were

issued as of April 1, 2022 and June 6, 2022, both of which were issued for $500,000.

The proceeds of the Notes, which may be drawn down

from time to time until we consummate our initial business combination, will be used for general working capital purposes.

The Notes bear

no interest and are payable in full upon the earlier to occur of (i) twenty-four (24) months from the closing of our initial public offering

(or such later date as may be extended in accordance with the terms of our amended and restated memorandum and articles of association)

or (ii) the consummation of our business combination.

A failure to pay the principal within five business days of the date specified above

or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the Notes may be

Prior to our first payment of all or any portion of the principal balance of the Notes in cash, our sponsor has the option

to convert all, but not less than all, of the principal balance of the Notes into private placement warrants (the “Conversion Warrants”),

each warrant exercisable for one of our ordinary share at an exercise price of $1.50 per share.

The terms of the Conversion Warrants would

be identical to the Private Placement Warrants.

Our sponsor shall be entitled to certain registration rights relating to the Conversion

The issuance of the Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities

Act of 1933, as amended.

As of June 30, 2022, the Company had drawn a total of $1,000,000 on the

may raise additional capital through loans or additional investments from the sponsor or an affiliate of the sponsor or certain of its

directors and officers.

The sponsor may, but is not obligated to, lend us funds, from time to time in whatever amounts it deems reasonable

in its sole discretion, to meet our working capital needs.

There can be no assurance that we will be able to obtain additional financing,

Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated

to redeem a significant number of its public shares upon consummation of its business combination, in which case we may issue additional

securities or incur debt in connection with such business combination.

Subject to compliance with applicable securities laws, we would

only complete such financing simultaneously with the completion of its business combination.

we are unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include,

but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

Going Concern

connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”)

connection with our assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”)

Topic 205-40 Presentation of Financial Statements – Going Concern, pursuant to its Amended and Restated Certificate of Incorporation,

the Company has until March 2, 2023 (absent any extensions of such period with shareholder approval) to consummate a business combination.

If a business combination is not consummated by this date, or its shareholders have not approved an extension, there will be a mandatory

liquidation and subsequent dissolution of the Company.

Although the Company intends to consummate a business combination on or before

March 2, 2023, and may seek an extension, it is uncertain that the Company will be able to consummate a business combination, or obtain

an extension, by this time.

This, as well as its liquidity condition, raise substantial doubt about the Company’s ability to continue

as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate

after March 2, 2023.

we have until March 2, 2023 (absent any extensions of such period with shareholder approval) to consummate a business combination.

a business combination is not consummated by this date, or its shareholders have not approved an extension, we will have a mandatory liquidation

and subsequent dissolution.

Although we intend to consummate a business combination on or before March 2, 2023, and may seek an extension,

it is uncertain that we will be able to consummate a business combination, or obtain an extension, by this time.

This, as well as its

liquidity condition, raise substantial doubt about our ability to continue as a going concern.

No adjustments have been made to the carrying

amounts of assets or liabilities should we be required to liquidate after March 2, 2023.

Contractual Obligations

9 unchanged sentences

Critical Accounting

This management’s

discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared

in accordance with U.S.

The preparation of these financial statements requires us to make estimates and judgments that affect the

reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial

On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments

and accrued expenses.

We base our estimates on historical experience, known trends and events and various other factors that we believe

to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets

and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions

or conditions.

There have been no significant changes in our critical accounting policies as discussed in the Form 10-K filed by us with

the SEC on April 13, 2022.

management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial

statements, which have been prepared in accordance with U.S.

The preparation of these unaudited condensed financial statements requires

us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of

contingent assets and liabilities in our unaudited condensed financial statements.

On an ongoing basis, we evaluate our estimates and

judgments, including those related to fair value of financial instruments and accrued expenses.

We base our estimates on historical experience,

known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form

the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

results may differ from these estimates under different assumptions or conditions.

There have been no significant changes in our critical

accounting policies as discussed in the Form 10-K filed by us with the SEC on April 13, 2022.

Class A Ordinary

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uncertain future events.

Accordingly, as of March 31, 2022 and December 31, 2021, 34,500,000 Class A ordinary shares subject to possible

redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our balance sheet.

Accordingly, as of June 30, 2022 and December 31, 2021, 34,500,000 Class A ordinary shares subject to possible

redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our balance sheets.

Derivative Warrant

17 unchanged sentences

used an observable market quote in an active market.

Net Income per Ordinary Share

Net Income (Loss)

per Ordinary Share

have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

2 unchanged sentences

The 14,891,667 potential ordinary shares issuable upon the exercise of the Warrants were excluded

from diluted earnings per share for the three months ended March 31, 2022 and March 31, 2021 because the Warrants are contingently exercisable,

and the contingencies have not yet been met.

As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods.

from diluted earnings per share for the three and six months ended June 30, 2022 and June 30, 2021 because the Warrants are contingently

exercisable, and the contingencies have not yet been met.

As a result, diluted net income (loss) per ordinary share is the same as basic

net income (loss) per ordinary share for the periods.

Recent Accounting

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Off-Balance Sheet Arrangements

As of March 31, 2022 and

December 31, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of

Regulation S-K.

The Jumpstart Our Business

Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for

qualifying public companies.

We qualify as an “emerging growth company” and under the JOBS Act are 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, the unaudited 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, (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

of June 30, 2022 and December 31, 2021, we did not have any off-balance sheet arrangements.

Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting

requirements for qualifying public companies.

We qualify as an “emerging growth company” and under the JOBS Act are allowed

to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

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, the unaudited

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.

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, (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

8 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