What changed in this filing

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Item 1. Financial Statements

2021-08-16 compared with 2021-06-04 · 284 added, 574 removed, 144 unchanged (86% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEET

MARCH 31, 2021

JUNE 30, 2021

Prepaid expenses

1 unchanged sentence

Cash held in Trust Account

Other non-current

Liabilities and Shareholders’ Equity

3 unchanged sentences

Warrant liability

Deferred underwriters discount

Deferred underwriting commissions liability

Total liabilities

Class A Ordinary shares subject to possible redemption 26,997,657 at $10.00

Class A Ordinary shares subject to possible redemption, 28,971,921 shares at $ 10.00 redemption value

Shareholders’ Equity:

1 unchanged sentence

5,000,000 shares authorized;

none issued and

none issued and outstanding

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

3,002,343 issued

and outstanding, excluding 26,997,657 shares subject to possible redemption

2,949,713 issued and outstanding, excluding 28,971,921 shares subject to possible redemption

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

8,625,000 shares

issued and outstanding

7,980,409 shares issued and outstanding

Additional paid-in capital

5 unchanged sentences

CONDENSED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JANUARY 11, 2021 TO MARCH 31, 2021

FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND

FOR THE PERIOD FROM JANUARY 11, 2021 (INCEPTION) TO JUNE 30, 2021

For the three

For the period

from January 11,

2021 (inception)

to June 30, 2021

Formation and operating expenses

Loss from operations

Other income/(expense)

Other income (

Change in fair value of warrants

10 unchanged sentences

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE PERIOD JANUARY 11, 2021 (INCEPTION) TO MARCH 31, 2021

FOR THE PERIOD JANUARY 11, 2021 (INCEPTION) TO JUNE 30, 2021

Ordinary Shares

1 unchanged sentence

Shareholders’

Balance as of January 11, 2021 (Inception)

Balance as of January 11, 2021

Class B ordinary shares issued to sponsor

2 unchanged sentences

Class A ordinary shares subject to possible redemption

( 269,973,868

( 269,976,567

Balance as of March 31, 2021

Sale of 1,921,634 units through public offering ,

net of warrants, fair value

Forfeit of Founder Shares

Excess cash received over FV of private placement warrants

Offering costs

Class A ordinary shares subject to possible redemption

Balance as of June 30, 2021

The accompanying notes are an integral part of these unaudited condensed financial statements.

1 unchanged sentence

CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD JANUARY 11, 2021 (INCEPTION) TO MARCH 31, 2021

FOR THE PERIOD JANUARY 11, 2021 (INCEPTION) TO JUNE 30, 2021

For the Period

1 unchanged sentence

(inception) to

March 31, 2021

June 30, 2021

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Adjustments to reconcile net income to net cash used in

operating activities:

Interest earned on cash held in Trust Account

5 unchanged sentences

Accounts payable and accrued expenses

Net cash provided by operating activities

Net cash used in

operating activities

Cash flows from investing activities:

Investments and marketable securities held in Trust

( 319,216,340

Net cash used in investing activities

( 319,216,340

Cash flows from financing activities:

2 unchanged sentences

Proceeds from issuance of Private Placement Warrants

Payment of offering costs

Net cash provided by financing activities

2 unchanged sentences

Cash, end of period

Supplemental Disclosure of Non-cash Financing

Supplemental Disclosure of

Financing Activities

Deferred underwriting commissions payable charged to additional paid in capital

1 unchanged sentence

Initial classification of warrant liabilities

Forfeit of Founder Shares

The accompanying notes are an integral part of these unaudited condensed financial statements.

1 unchanged sentence

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

Note 1 Organization

and Business Operations

JUNE 30, 2021

Note 1 — Organization and Business Operations

Plum Acquisition Corp.

I (the Company), was incorporated as a Cayman Islands exempted company on

January 11, 2021.

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities

(the Business Combination).

The Company has not selected any Business Combination target and it has not, nor has anyone on the Companys behalf, initiated any substantive discussions, directly or indirectly, with any potential

Business Combination target.

I (the “Company”), was incorporated as a Cayman Islands exempted company on January 11, 2021.

The Company has not selected any Business Combination target and it has not, nor has anyone on the Company’s behalf, initiated any substantive discussions, directly or indirectly, with any potential Business Combination target.

The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company.

The Company is an emerging growth company and, as such, the Company is subject to

all of the risks associated with emerging growth companies.

As of March 31, 2021, the Company had not commenced any operations.

activity for the period from January 11, 2021 (inception) through March 31, 2021 relates to the Companys formation and the initial public offering (IPO), which is described below.

The Company believes it will not generate

any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on investments in the

Companys Trust account and will recognize changes in the fair value of the warrant liability as other income (expense).

Companys Sponsor is Plum Partners, LLC, a Delaware limited liability company (the Sponsor).

The registration statement for the Companys IPO was declared effective on March 15, 2021 (the Effective

On March 18, 2021, the Company consummated the initial public offering (the Public Offering or IPO) of 30,000,000 units (the Units), at $10.00 per Unit, generating gross proceeds of

$300,000,000, which is discussed in Note 4.

Simultaneously with the closing of the IPO, the Company consummated the sale of

6,000,000 warrants (the Private Placement Warrants), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 5.

Each warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50

per share, generating gross proceeds of $9,000,000, which is described in Note 5.

Transaction costs of the IPO amounted to $17,279,370

consisting of $6,000,000 of underwriting discount, $10,500,000 of deferred underwriting discount, and $779,370 of other offering costs.

Of the transaction costs, $528,382 is included in transaction costs on the statement of operations and

$16,750,988 is included in equity.

Following the closing of the Public Offering on March 18, 2021, $300,000,000 (approximately

$10.00 per Unit) from the net proceeds of the sale of the Units in the Public Offering, including the proceeds from the sale of the Private Placement Warrants, was deposited in a trust account (Trust Account) located in the

United States at Goldman Sachs, with Continental Stock Transfer & Trust Company acting as trustee,, and will be invested only in U.S.

government treasury bills with a maturity of 185 days or less or in money market funds meeting

certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury obligations., Except with respect to interest earned on the funds held in the Trust

Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account (1) to the Company, until the completion of our initial

Business Combination, or (2) to the Public Shareholders, until the earliest of (i) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly

elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Companys amended and restated memorandum and articles of

association (A) to modify the substance or timing of the Companys obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem

100% of the public shares if the Company does not complete its initial Business Combination within 24 months from the closing of the IPO (the Combination Period) or (B) with respect to any other provision relating to the rights of

holders of the Class A ordinary shares, and (iii) the redemption of the public shares if the Company has not consummated its Business Combination within the Combination Period, subject to applicable law.

Public Shareholders who redeem

their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence

shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business

Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed.

The proceeds deposited in the Trust Account could become subject to the claims of the Companys creditors, if any, which could have

priority over the claims of the Public Shareholders.

The Company will provide shareholders (the Public Shareholders) of its

Class A ordinary shares, par value $0.0001, sold in the IPO (the Public Shares), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with

a stockholder meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender

offer will be made by the Company, solely in its discretion.

The Public Shareholders will be entitled to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at

a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business

Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Companys taxes, if any, divided by the number of then-outstanding Public Shares, subject to certain

The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of June 30, 2021, the Company had not commenced any operations.

All activity for the period from January 11, 2021 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (“IPO”), which is described below.

The Company believes it will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income

in the form of interest income on investments in the Company’s Trust account and will recognize changes in the fair value of the warrant liability as other income (expense).

The Company’s Sponsor is Plum Partners, LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for the Company’s IPO was declared effective on March 15, 2021 (the “Effective Date”).

On March 18, 2021, the Company consummated the initial public offering (the “Public Offering” or “IPO”) of 30,000,000 units (the “Units), at $ 10.00 per Unit, generating gross proceeds of $ 300,000,000 , which is discussed in Note 3

Simultaneously with the closing of the IPO, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”), at a price of $ 1.50 per Private Placement Warrant, which is discussed in Note 4

Each warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, generating gross proceeds of $ 9,000,000 , which is described in Note 4

The Company granted the underwriters a 45 -day

option from March 18, 2021 to purchase up to an additional 4,500,000 Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

The underwriters partially exercised the over-allotment option on April 14, 2021, and purchased 1,921,634 Units at $ 10.00 per Unit.

Simultaneously with the issuance and sale of the Units on April 14, 2021, the Company consummated the private placement with the Sponsor for an aggregate of 256,218 warrants to purchase Class A Ordinary Shares for $ 1.50 per warrant generating total proceeds of $ 384,327 .

On April 14, 2021, $ 19,216,340 , net of the underwriter discount, was deposited in the Company’s Trust account.

A total of $ 19,216,340 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

Transaction costs of the IPO and the exercise of the over-allotment option amounted to $ 18,336,269 consisting of $ 6,384,327 of underwriting discount, $ 11,172,572 of deferred underwriting discount, and $ 779,370 of other offering costs.

Of the transaction costs, $ 538,777 is included in transaction costs on the statement of operations and $ 17,797,492 is included in equity.

Following the closing of the Public Offering on March 18, 2021 and the partial exercise of the underwriters’ over-allotment option, $ 319,216,340 (approximately $ 10.00

per Unit) from the net proceeds of the sale of the Units in the Public Offering, including the proceeds from the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”) located in the United States at Goldman Sachs, with Continental Stock Transfer & Trust Company acting as trustee, and was invested in money market funds meeting certain conditions under Rule 2a-7 under

the Investment Company Act which invest only in direct U.S.

government treasury obligations.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account (1) to the Company, until the completion of our initial Business Combination, or (2) to the Public Shareholders, until the earliest of (i) the completion of the initial

Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company does not complete its initial Business Combination within 24 months from the closing of the IPO (the “Combination Period”) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (iii) the redemption of the public shares if the Company has not consummated its Business Combination within the Combination Period, subject to applicable law.

Public Shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Public Shareholders (as defined below).

The Company will provide shareholders (the “Public Shareholders”) of its Class A ordinary shares, par value $ 0.0001 , sold in the IPO (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The Public Shareholders will be entitled to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share price, payable

in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes, if any, divided by the number of then-outstanding Public Shares, subject to certain limitations.

The amount in the Trust Account is initially anticipated to be $ 10.00 per Public Share.

The per-share amount the Company will distribute to investors who properly redeem their shares

will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters.

These Public Shares have been

classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) Topic 480 Distinguishing Liabilities from

Equity. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and the approval of an ordinary resolution.

The Company will have only 24 months from March 18, 2021, the closing of the IPO, to complete an initial Business Combination (the

Combination Period).

However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as

reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,

including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public

shares, which redemption will completely extinguish Public Shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such

redemption, subject to the approval of the Companys remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Companys obligations under Cayman Islands law to

provide for claims of creditors and the requirements of other applicable law.

The Sponsor, officers and directors have agreed to

(i) waive their redemption rights with respect to their Founder Shares, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the

Companys amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Companys obligation to provide holders of the Class A ordinary shares the right to have their shares

redeemed in connection with the initial Business Combination or to redeem 100% of the its public shares if the Company does not complete our initial Business Combination within the Combination Period or (B) with respect to any other provision

relating to the rights of holders of the Class A ordinary shares, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an initial

Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination

within the prescribed time frame) and (iv) vote their Founder Shares and public shares in favor of our initial Business

Liquidity and Capital

The Companys liquidity needs up to March 18, 2021 had been satisfied through a capital contribution from the

Sponsor of $25,000 (see Note 6) for the founder shares.

In addition, in order to finance transaction costs in connection with a Business Combination, the Companys Sponsor or an affiliate of the Sponsor or certain of the Companys officers

and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6).

To date, there were no amounts outstanding under any Working Capital Loans.

After the IPO, as of March 31, 2021, the Company had approximately $2.28

million in its operating bank account, and working capital of approximately $2.16 million.

Based on the foregoing, Management

believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.

Over this time period, the Company will be using

these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target

business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

The per-share amount the

Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting c o

mmissions the Company will pay to the underwriters.

These Public Shares have been classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 and the approval of an ordinary resolution.

The Company will have only 24 months from March 18, 2021, the closing of the IPO, to complete an initial Business Combination.

However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable

in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100 % of the its public shares if the Company does not complete our initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame) and (iv) vote their Founder Shares and public shares in favor of our initial Business

Liquidity and Capital Resources

The Company’s liquidity needs up to March 18, 2021 had been satisfied through a capital contribution from the Sponsor of $ 25,000 (see

) for the Founder Shares.

In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5

To date, there were

no amounts outstanding under any Working Capital Loans.

After the IPO, as of June 30, 2021, the Company had approximately $ 0.7 million in its operating bank account, and working capital of approximately $ 0.8 million.

Based on the foregoing, Management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.

Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is

reasonably possible that the virus could have a negative effect on the Companys financial position, results of its operations and search for a target company, the specific impact is not readily determinable as of the date of these financial

The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Note 2-Restatement of Previously Issued Financial Statements

On April 12, 2021, the Staff of the Securities and

Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled Staff Statement on Accounting and Reporting Considerations for Warrants

Issued by Special Purpose Acquisition Companies (SPACs) (the SEC Statement).

Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a Business

Combination, which terms are similar to those contained in the warrant agreement, dated as of March 3, 2021, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the

Warrant Agreement).

As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 6,000,000 Public Warrants that were included in the Units issued by the Company in its IPO and (ii) the 6,000,000

Private Warrants (see Note 4, Note 5 and Note 8).

The Company previously accounted for the Warrants as components of equity.

In further consideration of

the guidance in Accounting Standards Codification (ASC) 815-40, Derivatives and Hedging;

Contracts in Entitys Own Equity, the Company concluded that a provision in the Warrant Agreement

related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity.

As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative

liabilities on the balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in

the period of change.

In the Companys 8-K dated March 24, 2021 the Company had reported the value of the warrants in equity.

The Companys management and the audit committee of the Companys Board of Directors concluded that it is appropriate to restate the Companys

previously issued audited balance sheet as of March 24, 2021, as previously reported in its Form 8-K (the Restatement).

The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are

included in the financial statements herein.

The following tables summarize the effect had the financial statements been restated on each financial

statement line item as of the date indicated:

Balance Sheet at March 18, 2021

Warrant liability

Total Liabilities

Class A ordinary shares subject to possible redemption,

Class A ordinary shares

Additional paid-in capital

Accumulated deficit

Note 3 Significant Accounting Policies

Management continues to evaluate the impact of the COVID-19 pandemic

and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements.

The condensed financial statements does not include any adjustments that might result from the outcome of this uncertainty.

— Significant Accounting Policies

Basis of Presentation

The accompanying unaudited

condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have

been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of

operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial

position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be

read in conjunction with the Companys 8-K as filed with the SEC on March 24, 2021, which contains the audited financial statements and notes thereto.

The interim results for the period ending

March 31, 2021 are not necessarily indicative of the results to be expected for the period ending March 24, 2021 or for any future interim periods.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and

Article 10 of Regulation S-X of

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s 8-K as

filed with the SEC on March 24, 2021, which contains the audited financial statements and notes thereto.

The interim results for the period ending June 30, 2021 are not necessarily indicative of the results to be expected for the period ending M a

rch 24, 2021 or for any future interim periods.

Emerging Growth Company Status

Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor

attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding

advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being

required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the

Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or

revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make the

comparison of the Companys financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible

because of the potential differences in accounting standards used.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies

but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make the comparison of the Company’s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period.

Making estimates requires management to

exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its

estimate, could change in the near term due to one or more future confirming events.

The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of March 31, 2021.

Cash Held in Trust Account

March 31, 2021, the Company had $300,000,501 in money market funds held in the Trust Account.

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of June 30, 2021.

Investments Held in Trust Account

At June 30, 2021, funds held in the Trust Account include $ 319,221,644 of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below).

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial

institution, which, at times, may exceed the federal depository insurance coverage of $250,000.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $ 250,000 .

The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480

Distinguishing Liabilities from Equity. Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value.

Conditionally redeemable Class A ordinary shares

(including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Companys control) is classified as

temporary equity.

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value.

Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

At all other times, Class A ordinary shares are classified as stockholders’ equity.

The Companys Class A ordinary shares features certain redemption rights that are considered to be outside of the

Companys control and subject to the occurrence of uncertain future events.

Accordingly, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders equity

section of the Companys balance sheet.

The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5AExpenses of Offering.

Offering costs consist principally of professional and registration fees incurred

through the balance sheet date that are related to the Public Offering.

Offering costs are charged to stockholders equity or the statement of operations based on the relative value of the Warrants to the proceeds received from the Units sold

upon the completion of the IPO.

The Company complies with the requirements of the ASC 340-10-S99-1 and

SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”.

Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering.

Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Warrants to the proceeds received from the Units sold upon the completion of the IPO.

Fair Value of Financial Instruments

The fair value of the Companys assets and liabilities, (excluding the Warrants) which qualify as financial instruments under the

Financial Accounting Standards Board (FASB) ASC 820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the balance sheet.

The fair value of the Company’s assets and liabilities, (excluding the Warrants) which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Di s

closures,” approximates the carrying amounts represented in the balance sheet.

Warrant Liability

Company accounts for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and applicable authoritative guidance in Financial Accounting Standards Board

(FASB) Accounting Standards Codification (ASC) 480, Distinguishing Liabilities from Equity (ASC 480) and ASC 815, Derivatives and Hedging (ASC 815).

The assessment considers whether the Warrants are

freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the

Companys own ordinary shares and whether the holders of the Warrants could potentially require net cash settlement in a circumstance outside of the Companys control, among other conditions for equity classification.

assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding.

For issued or modified warrants that meet all

of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all

the criteria for equity classification, liability-classified warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of such warrants are

recognized as a non-cash gain or loss on the statements of operations.

The Company accounts for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own ordinary shares and whether the holders of the Warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital

at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, liability-classified warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of such warrants are recognized as a non-cash gain

or loss on the statements of operation s.

The Company accounts for the Public and Private warrants in accordance with guidance contained in ASC 815-40.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability (See Note 6).

Fair Value Measurements

FASB ASC Topic 820 Fair Value Measurements and Disclosures (ASC 820) defines fair value, the methods used to measure fair value and the

expanded disclosures about fair value measurements.

FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date.

In determining

fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value.

ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer

and seller in pricing the asset or liability.

In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value.

ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability.

These inputs are further defined as observable and unobservable inputs.

Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from

sources independent of the Company.

Unobservable inputs reflect the Companys assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the

circumstances.

Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company.

Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into three levels based on the inputs as follows:

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Valuation adjustments and block discounts are not being applied.

Since valuations are

based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Valuations based on inputs that are unobservable and significant to the overall fair value

The fair value of the Companys certain assets and liabilities, which qualify as financial instruments under ASC 820,

Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the balance sheet.

The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are

estimated to approximate the carrying values as of March 31, 2021 due to the short maturities of such instruments.

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, Income Taxes. ASC Topic 740

prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more

likely than not to be sustained upon examination by taxing authorities.

Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.

The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of June 30, 2021 due to the short maturities of such instruments.

See Note 6 for additional information on warrant liabilities measured at fair value.

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction.

The Company recognizes accrued interest and penalties related to

unrecognized tax benefits as income tax expense.

As of March 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in

significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands

company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Companys tax provision was zero for the period

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of June 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income Per Ordinary Share

per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for each of the periods.

The calculation of diluted net income per ordinary shares does not consider the effect of the warrants

issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be

anti-dilutive.

Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for each of the periods.

The calculation of diluted net income per ordinary shares does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The warrants are exercisable to purchase 12,000,000 shares of Class A ordinary shares in the aggregate.

Companys statement of operations include a presentation of net income per share for Class A ordinary shares subject to possible redemption in a manner similar to the two-class method of income per

ordinary share.

Net income per Class A ordinary share, basic and diluted, for redeemable Class A ordinary share is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable

Class A ordinary shares outstanding since original issuance.

Net income per ordinary share, basic and diluted, for non-redeemable Class A and Class B ordinary shares is calculated by dividing

the net income, adjusted for income attributable to redeemable Class A ordinary share, by the weighted average number of non-redeemable Class A and Class B Ordinary share outstanding for the

Non-redeemable Class B ordinary share include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The Company’s statement of operations include a presentation of net income per share for Class A ordinary shares subject to possible redemption in a manner similar to the two-class method

of income per ordinary share.

Net income per ordinary share, basic and diluted, for non-redeemable Class A

and Class B ordinary shares is calculated by dividing the net income, adjusted for income attributable to redeemable Class A ordinary share, by the weighted average number of non-redeemable Class A

and Class B Ordinary share outstanding for the periods.

Non-redeemable Class B

ordinary share include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account.

For the Three

June 30, 2021

For the Period

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(Inception) to

March 31, 2021

June 30, 2021

Ordinary share subject to possible redemption

Net income allocable to Class A Ordinary share subject to possible

Net income allocable to Class A Ordinary share subject to possible redemption

Accretion of interest income on marketable securities held in trust

interest available to be withdrawn for payment of taxes

Net income allocable to Class A Ordinary share subject to possible redemption

Net income allocable to Class A Ordinary share subject t o

possible redemption

Weighted Average Redeemable Class A Ordinary share

1 unchanged sentence

Basic and Diluted net income per share, Redeemable Class A Ordinary share

Non-Redeemable Ordinary share

Non-Redeemable Ordinary

Net Income minus Redeemable Net Earnings

Redeemable Net Earnings

Non-Redeemable Net Income

Non-Redeemable Net

Weighted Average Non-Redeemable Ordinary

2 unchanged sentences

Recent Accounting Standards

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material

effect on the Companys financial statement.

Note 4 Initial Public Offering

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

— Initial Public Offering

On March 18, 2021, the Company sold 30,000,000 Units, at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Class A

ordinary share, and one-fifth of one redeemable warrant.

Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see

Note 5 Private Placement

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $1.50

per Private Placement Warrant, for an aggregate purchase price of $9,000,000, in a private placement.

A portion of the proceeds from the private placement were added to the proceeds from the IPO held in the Trust Account.

If the Company does not

complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private

Placement Warrants will expire worthless.

The Private Placement Warrants have terms and provisions that are identical to those of the

warrants being sold as part of the units in the IPO.

The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days

after the completion of the initial Business Combination (except pursuant to limited exceptions to the Companys officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and

they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees.

Each Unit consists of one Class A ordinary share, and one-fifth of

one redeemable warrant.

Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment (see Note 7

On April 14, 2021, the Company sold an additional 1,921,634 Units at a purchase price of $ 10.00 per Unit, each consisting of one Class A ordinary share and one-fifth

of one redeemable warrant.

— Private Placements

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $ 1.50 per Private Placement Warrant, for an aggregate purchase price of $ 9,000,000 , in a private placement.

A portion of the proceeds from the private placements were added to the proceeds from the IPO held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

The Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the IPO.

The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except pursuant to limited exceptions to the Company’s officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees.

The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis.

If the Private Placement Warrants are held by holders other than the Sponsor or its

permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO.

Note 6 Related Party Transactions

On January 13, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in

consideration for 8,625,000 Class B ordinary shares, par value $0.0001 per share (the Founder Shares).

Up to 1,125,000 Founder Shares are subject to forfeiture to the extent that the over-allotment option is not exercised in full by

the underwriters.

The Sponsor and the Companys directors and executive officers have agreed not to transfer, assign or sell any of

their Founder Shares until earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of our Class A ordinary shares equals

or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing

at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having

the right to exchange their ordinary shares for cash, securities or other property (the Lock-up).

Any permitted transferees would be subject to the same restrictions and other agreements

of the Sponsor and the directors and executive officers with respect to any Founder Shares.

If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO.

— Related Party Transactions

Founder Shares

On January 13, 2021, the Sponsor paid $ 25,000 , or approximately $ 0.003 per share, to cover certain offering costs in consideration for 8,625,000 Class B ordinary shares, par value $ 0.0001 per share (the “Founder Shares”).

Up to 1,125,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters.

On April 14, 2021 the underwriter’s partially exercised their over-allotment option buying 1,921,634 Units thus reducing the total number of share subject to forfeiture to 644,591 .

On May 2, 2021 the underwriters’ over-allotment option expired and 644,591 Founder Shares were forfeited to the Company.

The Sponsor and the Company’s directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period

commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”).

Any permitted

transferees would be subject to the same restrictions and other agreements of the Sponsor and the directors and executive officers with respect to any Founder Shares.

Promissory Note — Related Party

On January 13, 2021, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the IPO pursuant to a promissory

note (the Note).

This loan is non-interest bearing and payable on the earlier of November 30, 2021 or the completion of the IPO.

As of March 31, 2021, the Company has no

borrowings under the Note.

On January 13, 2021, the Sponsor agreed to loan the Company up to $ 300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”).

This loan is no n-interest bearing and

payable on the earlier of November 30, 2021 or the completion of the IPO.

As of June 30, 2021, the Company has no borrowings under the Note.

Working Capital Loans

In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the

Sponsor, or certain of the Companys officers and directors, may, but are not obligated to, loan the Company funds as may be required (Working Capital Loans).

If the Company completes a Business Combination, the Company would repay

the Working Capital Loans out of the proceeds of the Trust Account released to it.

In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working

Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Up to $1,500,000 of the Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a

price of $1.50 per warrant at the option of the lender.

In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to it.

In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Up to $ 1,500,000 of the Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $ 1.50 per warrant at the option of the lender.

Such warrants would be identical to the Private Placement Warrants.

Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written

agreements exist with respect to such loans.

Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor its affiliates or any members of the Companys management

team as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Companys Trust Account.

Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor its affiliates or any members of the Company’s management team as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s Trust Account.

Administrative Support Agreement

Company will pay the Sponsor or an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the management team, in the amount of $10,000 per month.

Upon completion of the initial Business Combination

or the its liquidation, the Company will cease paying these monthly fees.

Note 7 Recurring Fair Value Measurements

The Company will pay the Sponsor or an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the management team, in the amount of $ 10,000 per month.

Upon completion of the initial Business Combination or the its liquidation, the Company will cease paying these monthly fees.

Note 6 — Warrants

The Public Warrants will become exercisable at $ 11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the initial Business Combination;

provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.

The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the initial Business Combination, it will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement, provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (as defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361 .

The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

In no event will the Company be required to net cash settle any warrant.

In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants):

in whole and not in part;

at a price of $ 0.01 per warrant;

upon not less than 30 days’ prior written notice of redemption to each warrant holder;

if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant ) for any 20 trading days within a 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 10.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

in whole and not in part;

at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined above);

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant ) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders;

if the closing price of the Class A ordinary shares for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price, and the $ 10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

— Recurring Fair Value Measurements

Investments Held in Trust Account

As of March 31, 2021, the investments in the Companys Trust Account consisted of $ 300,000,501 in U.S.

As of June 30, 2021, the investments in the Company’s Trust Account consisted of $ 319.2 million in U.S.

Money Market funds.

Company considers all investments with original maturities of more than three months but less than one year to be short-term investments.

Fair values of the Companys investments are classified as Level 1 utilizing quoted prices (unadjusted) in active markets for

identical assets.

The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments.

Fair values of the Company’s investments are classified as Level 1 utilizing quoted prices (unadjusted) in active markets for identical assets.

Recurring Fair Value Measurements

1 unchanged sentence

Money Market funds.

Fair values of these investments are determined by Level 1

inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

The Companys warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with

less volume and transaction frequency than active markets.

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

The Company’s initial value of the warrant liability was based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets and classified as level 3.

The subsequent measurement of the Public Warrants is classified as Level 1 due to the use of an observable market price of these warrants.

The subsequent measurement of the Private Warrants is classified as Level 2 because these warrants are economically equivalent to the Public warrants, based on the terms of the Private Warrant agreement, and as such their value is principally derived by the value of the Public Warrants.

Significant deviations from these estimates and inputs could result in a material change in fair value.

The fair value of the Warrant liability is classified within Level 3 of the fair

value hierarchy.

For the period ending March 31, 2021 there were no transfers into or out of Level 3 classification.

following table presents fair value information as of March 31, 2021 of the Companys financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation

techniques the Company utilized to determine such fair value.

At June 30, 2021 the Company reclassified the Public Warrants and Private Warrants from Level 3 to Level 1 and Level 2 respectively classification.

The following table presents fair value information as of June 30, 2021 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Investments held in Trust Account - U.S.

1 unchanged sentence

Private warrant liability

On March 31, 2021, the Company used a Monte Carlo simulation model to value the Warrants.

The key inputs into the model were as follows at

March 18, 2021 (initial measurement) and March 31, 2021:

March 18, 2021

March 31, 2021

Risk-free interest rate

Expected term (years)

Expected volatility

Dividend yield

Exercise price

The following table provides a reconciliation of changes in the Level 3 fair value classification:

Fair value at January 11, 2021

Initial value at March 18, 2021

Issuance d ue t o IPO at

March 18, 2021

Issuance of overallotment warrant placements (public and private)

Reclassification of Private Warrants to Level 2 (1)

Reclassification of Public Warrants to Level 1 (1)

Change in fair value

Fair Value at March 31, 2021

Note 8 Commitments and Contingencies

Fair Value at June 30, 2021

Assumes the warrants were reclassified on June 30, 2021

— Commitments and Contingencies

Registration Rights

The holders of the

Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be

issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the IPO.

The holders of these securities are

entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent

to the Companys completion of its initial Business Combination.

However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective

until termination of the applicable Lock-up period, which occurs (i) in the case of the Founder Shares, as described in Note 6, and (ii) in the case of the Private Placement Warrants and

the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination.

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the IPO.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination.

However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up period, which

occurs (i) in the case of the Founder Shares, as described in Note 5

, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

granted the underwriters a 45-day option from March 18, 2021 to purchase up to an additional 4,500,000 Units to cover over-allotments, if any, at the IPO price less the underwriting discounts

and commissions.

The Company granted the underwriters a 45 -day option from

March 18, 2021 to purchase up to an additional 4,500,000 Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

The underwriters partially exercised the over-allotment option and, on April 14, 2021, the underwriters purchased 1,921,634 units.

On March 18, 2021, the Company paid the underwriters’ fee of $ 6,000,000 upon the closing of the IPO.

In addition, $10,500,000 will be payable to the underwriters for deferred underwriting

Upon partial exercise of the over-allotment option, the Company paid $ 384,327 to the underwriters.

In addition, $ 11,172,572 will be payable to the underwriters for deferred underwriting commissions.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Note 9 Stockholders Equity

Preference Shares The Company is authorized to issue 5,000,000 preference shares at par value of $0.0001, with such

designations, voting and other rights and preferences as may be determined from time to time by the Companys board of directors.

At March 31, 2021, there were no preference shares issued or outstanding.

Class A Ordinary Shares The Company is authorized to issue a total of 500,000,000

Class A Ordinary Shares at par value of $0.0001 per share.

At March 31, 2021, there were 3,002,343 shares of Class A Ordinary Shares outstanding, excluding 26,997,657 shares of Class A Ordinary Shares subject to possible

Class B Ordinary Shares The Company is authorized to issue a total of

50,000,000 Class B Ordinary Shares at par value of $0.0001 per share.

— Stockholder’s Equity

Preference Shares

— The Company is authorized to issue 5,000,000 preference shares at par value of $ 0.0001 , with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

At June 30, 2021, there were no preference shares issued or outstanding.

A Ordinary Shares

— The Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of $ 0.0001 per share.

At June 30, 2021, there were 2,949,713 shares of Class A Ordinary Shares outstanding, excluding 28,971,921 shares of Class A Ordinary Shares subject to possible redemption.

B Ordinary Shares

— The Company is authorized to issue a total of 50,000,000 Class B Ordinary Shares at par value of $ 0.0001 per share.

Holders are entitled to one vote for each Class B ordinary share.

As of March 31, 2021, there were 8,625,000 shares of Class B Ordinary Shares issued or

Of the 8,625,000 Class B ordinary shares, an aggregate of up to 1,125,000 shares are subject to forfeiture to the Company for no consideration to the extent that the underwriters over-allotment option is not exercised in full

or in part, so that the initial shareholders will collectively own 20% of the Companys issued and outstanding ordinary shares after the IPO.

Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all

matters submitted to a vote of the Companys shareholders, except as required by law.

Unless specified in the Companys amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies

Act or applicable stock exchange rules, the affirmative vote of a majority of the Companys ordinary shares that are voted is required to approve any such matter voted on by its shareholders.

The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares

delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or

earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on

an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the IPO, plus (ii) the total number of Class A ordinary

shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination,

excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private

Placement Warrants issued to the Sponsor, its affiliates or any member of the Companys management team upon conversion of Working Capital Loans.

In no event will the Class B ordinary shares convert into Class A ordinary shares at a

rate of less than one-to-one.

Note 10 Warrants

The Public Warrants will become exercisable at $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the initial

Business Combination;

available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue

sky, laws of the state of residence of the holder.

The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the initial Business

Combination, it will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will

use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the

effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant

agreement, provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under

Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and,

in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the

extent an exemption is not available.

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant

holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance

with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A

ordinary shares underlying the warrants, multiplied by the excess of the fair market value (as defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361.

The fair market value as

used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

In no event will the Company be required to net cash settle any warrant.

In the event that a registration statement is not effective for the

exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants):

in whole and not in part;

at a price of $0.01 per warrant;

upon not less than 30 days prior written notice of redemption to each warrant holder;

if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per

share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant ) for any 20 trading days within a 30-trading day period ending three trading days

before the Company sends the notice of redemption to the warrant holders.

Redemption of Warrants When the Price per Class A

Ordinary Share Equals or Exceeds $10.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

in whole and not in part;

at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders

will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the fair market value of our Class A ordinary shares (as defined above);

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share

(as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant ) for any 20 trading days within the 30-trading day period ending three trading days

before the Company sends the notice of redemption to the warrant holders;

adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for

capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good

faith by the Companys board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the

Newly Issued Price), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the

consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which

the Company consummates its initial Business Combination (such price, the Market Value) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market

Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share

redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Note 11 Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statement was issued.

Based upon this review, the Company did not identify any subsequent events other than noted

below that would have required adjustment or disclosure in the financial statement.

On April 9, 2021, the underwriters partially

exercised the over-allotment option, and the closing of the issuance and sale of the additional 1,921,634 Units occurred on April 14, 2021.

On April 14, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the

Company consummated the sale of an additional 256,218 Private Placement Warrants

Managements Discussion

and Analysis of Financial Condition and Results of Operations

References in this report (the Quarterly Report) to we,

us or the Company refer to Plum Acquisition Corp.

References to our management or our management team refer to our officers and directors, and references to the Sponsor refer to Plum

Partners, LLC.

The following discussion and analysis of the Companys financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could

cause actual results to differ materially from those expected and projected.

All statements other than statements of historical fact included in this Form 10-Q including statements in this Managements Discussion and Analysis of Financial

Condition and Results of Operations regarding the Companys financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.

Words such as expect,

believe, anticipate, intend, estimate, seek and variations and similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate

to future events or future performance, but reflect managements current beliefs, based on information currently available.

A number of factors could cause actual events, performance or results to differ materially from the events, performance

and results discussed in the forward-looking statements.

The Companys securities filings can be accessed on the EDGAR section of the SECs website at www.sec.gov.

Except as expressly required by applicable securities law, the Company

disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

We are a blank check company incorporated as a

Cayman Islands exempted company on January 11, 2021 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

consummate an initial business combination using cash from the proceeds of our Public Offering (the Public Offering) that closed on March 18, 2021 (the Closing Date) and the Private Placement, and from additional

issuances of, if any, our equity and our debt, or a combination of cash, equity and debt.

Results of Operations

For the period from January 11, 2021 (inception) to March 31, 2021, we incurred a loss from operations of $89,565, including insurance expenses of $25,841 and

other general operation expenses totaled $63,724.

In addition to the loss from operations, we recognized other net income of $432,119 consisting of an unrealized gain on our warrant liability of $960,000 and interest income of $503 partially offset

by transaction costs related to our IPO of $528,382.

Through March 31, 2021, our efforts have been limited to organizational activities, activities relating to identifying and evaluating prospective acquisition candidates and activities relating to

general corporate matters.

We have not generated any realized revenues, other than interest income earned on the proceeds held in the Trust Account.

The unrealized gain on the warrant liability resulted from the change in fair value of our warrant

liability and had no impact on cash.

As of March 31, 2021, $300,000,501 was held in the Trust Account.

We had cash outside of trust of $2,276,205 in March 31, 2021 and $993,415 accounts payable and accrued expenses as of March 31, 2021.

Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay taxes, if any, the proceeds in the Trust will

not be released from the Trust Account (1) to us, until the completion of our initial Business Combination, or (2) to the Public Shareholders, until the earliest of (i) the completion of our initial Business Combination, and then only in connection

with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated

memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem

100% of the public shares if we do not complete an initial Business Combination within 24 months from the closing of the IPO (the Combination Period) or (B) with respect to any other provision relating to the rights of holders of the

Class A ordinary shares, and (iii) the redemption of the public shares if we have not consummated a Business Combination within the Combination Period, subject to applicable law.

Liquidity and Capital Resources

As of March 31, 2021, we

had cash outside our Trust Account of $2,276,205, available for working capital needs.

We intend to use the funds held outside the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on

prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to

acquire and structuring, negotiating and consummating the Business Combination.

On March 18, 2021, we completed the sale of 30,000,000 units (the

Units and, with respect to the shares of Class A ordinary shares included in the Units being offered, the Public Shares) at $10.00 per Unit, generating gross proceeds of $300,000,000.

Simultaneous with the closing of the Public Offering, we completed the sale of 6,000,000 warrants (the Private Warrants), at a price of $1.50 per

Private Warrant, generating gross proceeds of $9,000,000.

In connection with the Public Offering, the underwriters were granted a 45-day option from the

date of the prospectus for the Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any.

On April 9, 2021, the underwriters partially exercised the over-allotment option, and the closing of the issuance and sale

of the additional 1,921,634 Units occurred on April 14, 2021.

On April 14, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 256,218 Private Placement Warrants

Following our Initial Public Offering and the sale of the Private Warrants, a total of $300,000,000 ($10.00 per Unit) was placed in the Trust Account.

incurred $17,279,370 in Initial Public Offering related costs, including $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting discount and $779,370 of other costs with $528,382 which was allocated to the Public Warrants and Private

Warrants, included in the statement of operations and $16,750,988 included in stockholders equity.

As of March 31, 2021, we had marketable

securities held in the Trust Account of $300,000,501 (including approximately $501 of income) consisting of money market funds.

Income on the balance in the Trust Account may be used to pay taxes.

Through March 31, 2021, we did not withdraw any

interest earned on the Trust Account to pay our taxes.

For three months ended March 31, 2021, cash generated from operating activities was $30,575.

Net income of

$342,556 was primarily offset by an unrealized gain on the change in the fair value of our warrant liability of $960,000 and payments generating prepaid assets of $898,277.

Partially offsetting the net income was $528,382 from IPO related

transaction costs and increases in accounts payable and accrued expenses.

Other operational activities including amounts due to related parting generated $24,449

We intend to use substantially all of the funds held in the Trust Account, to acquire a target business and to pay our expenses relating thereto.

extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target

business or businesses, make other acquisitions and pursue our growth strategies.

Further, our sponsor, officers and directors or their respective

affiliates may, but are not obligated to, loan us funds as may be required (the Working Capital Loans).

If we complete a business combination, we would repay the Working Capital Loans.

In the event that a business combination does not

close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Such Working Capital Loans would be evidenced by

promissory notes.

The notes would either be repaid upon consummation of a business combination, without interest, or, at the lenders discretion, or converted upon consummation of a business combination into additional Private Warrants at a

price of $1.50 per Private Warrant.

As of March 31, 2021, no Working Capital Loans have been issued.

We do not believe we will need to raise additional

funds in order to meet the expenditures required for operating our business.

However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual

amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination.

Moreover, in addition to the access to the Working Capital Loans, we may need to obtain other financing either to complete

our business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our 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 our business combination.

If we are unable to complete our business combination because we do

not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account.

In addition, following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order

to meet our obligations.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of March 31, 2021.

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 non-financial agreements involving assets.

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

Critical Accounting Policies

The preparation of

condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires our 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.

We have identified the

following as our critical accounting policies:

Warrant Liabilities

The Companys Warrants meet the definition of a derivative and are recorded as derivative liabilities on the Balance Sheet and measured at fair value.

each reporting date changes in the fair value are recognized in the statement of operations in the period of change.

Redeemable Shares of Class A

Ordinary shares

All of the 30,000,000 shares of Class A ordinary shares included in the Units sold as part of the Public Offering contain a

redemption feature as described in the prospectus for the Public Offering.

In accordance with FASB ASC 480, Distinguishing Liabilities from Equity, redemption provisions not solely within the control of the Company require the security

to be classified outside of permanent equity.

The Charter provides a minimum net tangible asset threshold of $5,000,001.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security

at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable shares will be affected by charges against additional paid-in capital.

Net Income Per Ordinary Share

Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for each of the periods.

calculation of diluted net income per ordinary shares does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent

upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The warrants are exercisable to purchase 12,000,000 shares of Class A ordinary shares in the aggregate.

Our statement of operations include a presentation of net income per share for Class A ordinary shares subject to possible redemption in a manner similar to

the two-class method of income per ordinary share.

Net income per Class A ordinary share, basic and diluted, for redeemable Class A ordinary share is calculated by dividing the interest income earned on the Trust Account, by the weighted average

number of redeemable Class A ordinary shares outstanding since original issuance.

Net income per ordinary share, basic and diluted, for non-redeemable Class A and Class B ordinary shares is calculated by dividing the net income, adjusted for income

attributable to redeemable Class A ordinary share, by the weighted average number of non-redeemable Class A and Class B Ordinary share outstanding for the periods.

Non-redeemable Class B ordinary share include the Founder Shares as these ordinary

shares do not have any redemption features and do not participate in the income earned on the Trust Account.

Recent accounting standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a

material effect on our condensed financial statements.

Quantitative and Qualitative Disclosures About Market

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are

not required to provide the information otherwise required under this item.

With the underwriters’ over-allotment option expiring in May 2021 partially unexercised, the initial shareholders forfeited 644,591 to the Company for no consideration so that the initial shareholders would collectively own 20 % of the Company’s issued and outstanding ordinary shares after the IPO.

As of June 30, 2021, there were 7,980,409 shares of Class B Ordinary Shares issued and outstanding.

Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law .

Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.

The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20 %

of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans.

In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one .

— Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the condensed financial statements were issued.

Based upon this review, the Company did not identify any subsequent events other than noted below that would have required adjustment or disclosure in the condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements