What changed in this filing

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Item 1. Financial Statements

2021-11-22 compared with 2021-08-16 · 257 added, 176 removed, 252 unchanged (63% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEET

JUNE 30, 2021

SEPTEMBER 30, 2021

Cash and cash equivalents

Prepaid expenses

Total current assets

Cash held in Trust Account

Other non-current

Liabilities and Shareholders’ Equity

held in Trust Account

Other non-current assets

Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit

Due to related party

5 unchanged sentences

Class A Ordinary shares subject to possible redemption, 31,921,634 shares at $ 10.00 redemption value

Shareholders’ Equity:

Shareholders’ Equity (Deficit):

Preference shares, $ 0.0001 par value;

5,000,000 shares authorized;

none issued and outstanding

no ne issued and outstanding

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized ;

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

no shares issued and outstanding (excluding 31,921,634 shares subject to possible redemption)

Class B ordinary shares, $ 0.0001 par value;

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Additional paid-in capital

Retained earnings

Total shareholders’ equity

Total Liabilities and Shareholders’ Equity

Accumulated deficit

Total shareholders’ deficit

Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit

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

PLUM ACQUISITION CORP.

CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND

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

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND

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

For the three

September 30, 2021

For the period

from January 11,

2021 (inception)

to June 30, 2021

2021 (inception) to

September 30,2021

Formation and operating expenses

Loss from operations

Other income (

Other income (expense)

Change in fair value of warrants

Transaction costs

Transaction costs allocated to warrant liability

Interest income – operating account

1 unchanged sentence

Total other income

Redeemable Class A Ordinary share, Basic and Diluted

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

Basic and diluted weighted average shares outstanding, Ordinary share

Basic and diluted net income per share, Ordinary share

Weighted average shares outstanding, Class A ordinary shares

Basic and diluted net income per ordinary share, Class A ordinary shares

Weighted average shares outstanding, Class B ordinary shares

Basic and diluted net income per ordinary share, Class B ordinary shares

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

PLUM ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

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

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

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

AND FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

Ordinary Shares

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Shareholders’

Balance as of January 11, 2021

Balance as of January 11, 2021 (Inception)

Class B ordinary shares issued to sponsor

1 unchanged sentence

Offering costs

Class A ordinary shares subject to possible redemption

Change in Class A ordinary shares subject to redemption, as restated

( 274,630,149

( 300,000,000

Balance as of March 31, 2021

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

net of warrants, fair value

Balance as of March 31, 2021, as restated

Sale of 1,921,634 units through public offering, net of warrants, fair value

Offering costs

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

Change in Class A ordinary shares subject to redemption, as restated

Balance as of June 30, 2021, as restated

Balance as of September 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 JUNE 30, 2021

FOR THE PERIOD FROM

JANUARY 11, 2021 (INCEPTION) T

O SEPTEMBER 30, 2021

For the Period

January 11, 2021

From January 11, 2021

(Inception) to

June 30, 2021

September 30, 2021

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in

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 used in

operating activities

Net cash used in operating activities

Cash flows from investing activities:

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

Note 1 — Organization and Business Operations

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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.

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

All activity for the period from January 11, 2021 (inception) through September 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 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”).

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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.

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 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.

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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

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.

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

government treasury obligations.

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.

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 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 c o

mmissions the Company will pay to the underwriters.

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 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

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.

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.

The Company’s 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 Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors have committed 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 September 30, 2021, the Company had approximately $ 0.4 million in its operating bank account, and working capital of approximately $ 0.7 million.

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 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

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

Note 2 — Restatement

of Previously Issued Financial Statements

In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should restate

its previously reported financial statements.

The Company previously determined the ordinary shares subject to possible redemption to be equal to the redemption value of $ 10.00 per ordinary shares while also taking into consideration its charter’s requirement that a redemption cannot result in net tangible assets being less than $ 5,000,001 .

Upon review of its financial statements for the period ended September 30, 2021, the Company reevaluated the classification of the ordinary shares and determined that the ordinary shares issued during the IPO and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99.

Therefore, management concluded that the carrying value should include all ordinary shares subject to possible redemption, resulting in the ordinary shares subject to possible redemption being classified as temporary equity in its entirety.

As a result, management has noted a restatement

adjustment related to temporary equity and permanent equity.

This resulted in an adjustment to the initial carrying value of the ordinary shares subject to possible redemption with the offset recorded to additional paid-in

capital (to the extent available), retained earnings (accumulated deficit) and ordinary shares.

In connection with the change in presentation for the ordinary shares subject to redemption, the Company also restated

its earnings per share calculation to allocate net income (loss) pro rata to ordinary shares subject to redemption and those that are not subject to redemption.

This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares pro rata in the income (loss) of the Company.

There has been no change in the Company’s total assets, liabilities or operating results.

The impact of the revision on the Company’s financial statements is reflected in the following table:

Balance Sheet as of March 18, 2021 (as restated in FN2 per form 10-Q

filed on June 4, 2021)

Ordinary Share subject to possible redemption

Ordinary shares Class A, $ 0.0001 par value

Additional Paid in Capital

Accumulated Deficit

Total Shareholders’ Equity (Deficit)

Unaudited Condensed Balance Sheet as of March 31, 2021

Ordinary shares subject to possible redemption

Ordinary shares Class A, $ 0.0001 par value

Additional Paid in Capital

Accumulated deficit

Total shareholders’ equity/(deficit)

Unaudited Statement of Operations for the period from January 11, 2021 (inception) through March 31, 2021

Basic and diluted weighted average shares, redeemable shares

Basic and diluted net income per share, redeemable shares

Basic and diluted weighted average shares, non-redeemable shares

Basic and diluted net income per share, non-redeemable shares

Unaudited Condensed Statement Of Changes In Shareholders’ Deficit

for the period from January 11, 2021 (inception) through March 31, 2021

Change in value of Class A ordinary shares subject to possible redemption

( 269,976,567

( 300,000,000

Unaudited Condensed Statement Of Cash Flows for the period from January 11, 2021 (inception) through March 31, 2021

Initial value of Class A ordinary shares subject to possible redemption

Unaudited Condensed Balance Sheet as of June 30, 2021

Ordinary shares subject to possible redemption

Ordinary shares Class A, $ 0.0001 par value

Additional Paid in Capital

Accumulated deficit

Total shareholders’ equity/(deficit)

Unaudited Statement of Operations for the three months ended June 30, 2021

Basic and diluted weighted average shares, redeemable shares

Basic and diluted net income per share, redeemable shares

Basic and diluted weighted average shares, non-redeemable

Basic and diluted net income per share, non-redeemable

Unaudited Statement of Operations for the period from January 11, 2021 (inception) through June 30, 2021

Basic and diluted weighted average shares, redeemable shares

Basic and diluted net income per share, redeemable shares

Basic and diluted weighted average shares, non-redeemable

Basic and diluted net income per share, non-redeemable

Unaudited Condensed Statement Of Changes In Shareholders’ Deficit

for the three months ended June 30, 2021

Change in value of Class A ordinary shares subject to possible redemption

Unaudited Condensed Statement Of Cash Flows for the period from January 11, 2021 (inception) through June 30

Initial value of Class A ordinary shares subject to possible redemption

Note 3 — 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

Article 10 of Regulation S-X of the

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.

1 unchanged sentence

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 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.

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 September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future interim periods.

Emerging Growth Company Status

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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 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.

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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.

The Company did not have any cash equivalents as of September 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).

At September 30, 2021, funds held in the Trust Account include $ 319,226,549 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

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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 Company’s control) is classified as temporary equity.

At all other times, Class A ordinary shares are classified as stockholders’ 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) are classified as a liability instrument and are measured at fair value.

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

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.

Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ 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 5A—“Expenses of Offering”.

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.

Offering costs are charged to shareholders’ 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 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

2 unchanged sentences

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 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.

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 Public and Private warrants in accordance with guidance contained in ASC 815-40.

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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.

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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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 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 September 30, 2021 due to the short maturities of such instruments.

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.

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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.

As of September 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.

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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.

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.

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 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.

For the Three

June 30, 2021

For the Period

January 11, 2021

(Inception) to

June 30, 2021

Ordinary share subject to possible redemption

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 t o

possible redemption

Weighted Average Redeemable Class A Ordinary share

Redeemable Class A Ordinary share, Basic and Diluted

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

Non-Redeemable Ordinary

Net Income minus Redeemable Net Earnings

Redeemable Net Earnings

Non-Redeemable Net

Weighted Average Non-Redeemable Ordinary

Basic and diluted weighted average shares outstanding, Ordinary share

Basic and diluted net income per share, Ordinary share

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

Earnings and losses are shared pro rata between the two classes of shares.

The potential 12,000,000 ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended September 30, 2021 and for the period from January 11, 2021 (inception) through September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met.

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

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share:

For the Three Months Ended

September 30, 2021

For the Period from

January 11, 2021 (Inception)

through September 30, 2021

Allocation of net income

Weighted average shares outstanding

Basic and diluted net income per share

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 Company’s financial statement.

— Initial Public Offering

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)

to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if converted method for all convertible instruments.

ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.

The Company adopted ASU 2020-06 effective January 1, 2021.

The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.

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

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 unaudited condensed financial statements.

Note 4 — 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 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

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.

All of the 31,921,634 Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation.

In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99,

redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity.

The Class A ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company recognizes changes in redemption value immediately as they occur.

Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in

capital and accumulated deficit.

Note 5 — 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.

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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

Note 6 — Related Party Transactions

Founder Shares

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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 April 14, 2021 the underwriters 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.

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 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.

This loan is no n-interest bearing and payable

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

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

Borrowings under this note are no longer available.

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 Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“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 Company’s officers and directors, have committed 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.

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.

18 unchanged sentences

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.

upon not less than

30 days’ prior written notice of redemption to each warrant holder;

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

2 unchanged sentences

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.

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

Note 8 — Recurring Fair Value Measurements

Investments Held in Trust Account

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

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

Money Market funds.

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

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.

8 unchanged sentences

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.

The following table presents fair value information as of September 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.

3 unchanged sentences

Fair value at January 11, 2021

Issuance d ue t o IPO at

March 18, 2021

Issuance due to IPO at March 18, 2021

Issuance of overallotment warrant placements (public and private)

2 unchanged sentences

Change in fair value

Fair Value at June 30, 2021

Assumes the warrants were reclassified on June 30, 2021

— Commitments and Contingencies

Fair Value at September 30, 2021

These warrants were reclas s

ified on June 30, 2021

Note 9 — Commitments and Contingencies

Registration Rights

2 unchanged sentences

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.

However, the registration and shareholder rights agreement provide 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 Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

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 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.

3 unchanged sentences

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.

— Stockholder’s Equity

Note 10 — Shareholder’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.

At September 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.

— 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 September 30, 2021, there were no Class A Ordinary Shares outstanding, excluding 31,921,634 shares of Class A Ordinary Shares subject to possible redemption.

B Ordinary Shares

2 unchanged sentences

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.

As of September 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.

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

Note 11 — 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.

1 unchanged sentence

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