What changed in this filing

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Item 1. Financial Statements

2022-05-16 compared with 2021-11-22 · 141 added, 229 removed, 280 unchanged (57% of the section changed)

1 unchanged sentence

PLUM ACQUISITION CORP.

CONDENSED BALANCE SHEET

SEPTEMBER 30, 2021

Cash and cash equivalents

CONDENSED BALANCE SHEETS

Prepaid expenses

Total Current Assets

held in Trust Account

Other non-current assets

Prepaid expenses—non-current

Investments held in Trust Account

Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit

Offering costs and accounts payable

Due to related party

Accrued offering costs and expenses

Promissory note

Total Current Liabilities

Warrant liability

Deferred underwriting commissions liability

Warrant liabilities

Deferred underwriting commissions liabilities

Total Liabilities

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

Shareholders’ Equity (Deficit):

Commitments and contingencies (Note 8)

Class A Ordinary shares subject to possible redemption, 31,921,634 shares at $ 10.00 redemption value as of March 31, 2022 and December 31, 2021

Shareholders’ Deficit

Preference shares, $ 0.0001 par value;

1,000,000 shares authorized;

no ne issued and outstanding

none issued and outstanding

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

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

no shares issued and outstanding (excluding 31,921,634 shares subject to possible redemption) as of March 31, 2022 and December 31, 2021

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

7,980,409 shares issued and outstanding

7,980,409 shares issued and outstanding as of March 31, 2022 and December 31, 2021

Additional paid-in capital

5 unchanged sentences

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

March 31, 2022

For the period

1 unchanged sentence

2021 (inception) to

September 30,2021

March 30, 2021

Formation and operating expenses

Loss from operations

Other income (expense)

Change in fair value of warrants

Transaction costs allocated to warrant liability

Change in fair value of warrant liabilities

Transaction costs allocated to warrant liabilities

Interest income – operating account

1 unchanged sentence

Total other income

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 A ordinary shares subject to possible redemption

Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption

Weighted average shares outstanding, Class B ordinary shares

2 unchanged sentences

PLUM ACQUISITION CORP.

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

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THREE MONTHS ENDED MARCH 31, 2022

Ordinary Shares

1 unchanged sentence

Shareholders’

Balance as of January 1, 2022

Balance as of March 31, 2022

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

Ordinary Shares

Shareholders’

Balance as of January 11, 2021 (Inception)

Class B ordinary shares issued to sponsor

Sale of 30,000,000 Units net of Warrant fair value

Sale of 30,000,000 Units through public offering net of Warrant fair value

Offering costs

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

Subsequent measurement of Class A ordinary shares to redemption amount

( 274,630,149

( 300,000,000

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

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

Balance as of March 31, 2021

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

PLUM ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM

JANUARY 11, 2021 (INCEPTION) T

O SEPTEMBER 30, 2021

CONDENSED STATEMENTS OF CASH FLOWS

For the Period

From January 11, 2021

(Inception) to

September 30, 2021

March 31, 2021

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on cash held in Trust Account

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Interest earned on investments held in Trust Account

Change in fair value of warrant liabilities

Transaction costs

Transaction costs allocated to warrant liabilities

Changes in operating assets and liabilities:

2 unchanged sentences

Accounts payable and accrued expenses

Net cash used in operating activities

Net cash (used in) provided by operating activities

Cash Flows from Investing Activities:

Investments and marketable securities held in Trust

Investments held in Trust

( 300,000,000

2 unchanged sentences

Cash Flows from Financing Activities:

Proceeds from sale of ordinary shares to initial shareholders

Proceeds from sale of ordinary shares to Sponsor

Proceeds from sale of Units, net of offering costs

Proceeds from issuance of Private Placement Warrants

Payment of offering costs

Proceeds from promissory note – related party

Net cash provided by financing activities

Net Change in Cash

Cash, beginning of the period

Cash – Beginning of period

Cash – End of period

Supplemental Disclosure of

Financing Activities

Deferred underwriting commissions payable charged to additional paid in capital

Class A ordinary shares subject to possible redemption

Initial classification of warrant liabilities

Forfeit of Founder Shares

investing and financing activities:

Initial value of Class A ordinary shares subject to redemption

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

1 unchanged sentence

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

MARCH 31, 2022

Note 1 — Organization and Business Operations

2 unchanged sentences

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 Company’s behalf, initiated any substantive discussions, directly or indirectly, with any potential Business Combination target.

The Company has not selected any 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 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.

As of March 31, 2022, the Company had not commenced any operations.

All activity for the period from January 11, 2021 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering (“IPO”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a business combination.

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

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

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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.

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.

1 unchanged sentence

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

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 .

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

Of the transaction costs, $ 538,777 is included in transaction costs on the statements 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 invests only in direct U.S.

government treasury obligations.

% 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 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 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 shareholder 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 shareholder 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.

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

1 unchanged sentence

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

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 Note 6) for the Founder Shares.

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

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 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 Combination.

Liquidity, Capital Resources, and Going Concern

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 5) 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 5).

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.

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.

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

As of March 31, 2022, the Company had $ 267,718 in its operating bank account and a working capital deficit of $ 1,180,363 .

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40,

Presentation of Financial Statements—Going Concern”, management has determined that the Company has and will continue to incur significant costs in pursuit of its acquisition plans which raises substantial doubt about the Company’s ability to continue as a going concern.

Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial 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 initial Business Combination.

If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Accounts.

In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Further, management has determined that if the Company is unable to complete a Business Combination by March 18, 2023 (the “Combination Period”), then the Company will cease all operations except for the purpose of liquidating.

The date for mandatory liquidation and subsequent dissolution as well as the Company’s working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern.

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

The Company intends to complete a Business Combination before the mandatory liquidation date.

Risks and Uncertainties

2 unchanged sentences

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 2 — Significant Accounting Policies

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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 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.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K

as filed with the SEC on April 22, 2022, which contains the audited financial statements and notes thereto.

The interim results for the period ending March 31, 2022 are not necessarily indicative of the results to be expected for the period ending December 31, 2022 or for any future interim periods.

Emerging Growth Company Status

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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 September 30, 2021.

The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021.

Investments Held in Trust Account

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).

At March 31, 2022 and December 31, 2021, funds held in the Trust Account include $ 319,258,655 and $ 319,232,602 , respectively, of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below).

The Company classifies its money market fund as trading securities in accordance with ASC 320 “Investments – Debt and Equity Securities.”

Concentration of Credit Risk

6 unchanged sentences

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

As of March 31, 2022 and December 31, 2021, the ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table:

Gross proceeds from IPO

Proceeds allocated to Public Warrants

Ordinary share issuance costs

Remeasurement adjustment of carrying value to redemption value

Ordinary shares subject to possible redemption

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 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 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.

Offering costs are charged to shareholders’ deficit or the statements 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 Disclosures,” approximates the carrying amounts represented in the balance sheet.

Warrant Liability

Warrant Liabilities

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”).

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

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 March 31, 2022 and December 31, 2021 due to the short maturities of such instruments.

See Note 7 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.

2 unchanged sentences

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

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

As of March 31, 2022 and December 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.

5 unchanged sentences

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 potential 12,640,544 ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended March 31, 2022 and for the period from January 11, 2021 (inception) through March 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met.

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

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

March 31, 2022

For the Period from

January 11, 2021 (Inception)

through September 30, 2021

through March 31, 2021

ordinary share

Allocation of net income

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Recent Accounting Standards

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.

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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 Class A ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC480-10-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.

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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 have terms and provisions that are identical to those of the warrants 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 5 — Related Party Transactions

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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.

As of March 31, 2022 and December 31, 2021, the Company has no borrowings under the Note.

Borrowings under this note are no longer available.

On January 31, 2022, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $500,000 to Mike Dinsdale (the “Payee”).

The Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination (a “Business Combination”).

The Company may draw on the Note from time to time until the earlier of March 18, 2023 or the date on which the Company consummates a Business Combination.

As of March 31, 2022, the $ 500,000 available under the Note was fully drawn down .

Working Capital Loans

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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.

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.

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.

1 unchanged sentence

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.

As of March 31, 2022 and December 31, 2021, there are no outstanding balance on the Working Capital Loans.

Administrative Support Agreement

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.

The Company will pay the Sponsor or an affiliate of the Sponsor $ 10,000 per month

for office space, secretarial and administrative services provided to members of the management team.

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

In addition, the Company reimburses the Sponsor for the reasonable costs of salaries and other services provided to the Company by the employees, consultants and or members of the Sponsor or its affiliates.

For the three months ended March 31, 2022 and for the period from January 11, 2021 through March 31, 2021, the Company incurred $ 30,000 and $ 25,000 in fees for office space, secretarial and administrative services, respectively, of which such amounts are included in the due to related party in the accompanying balance sheets.

For the three months ended March 31, 2022 and for the period from January 11, 2021 through March 31, 2021, the Company incurred $ 213,602 and $ 0 in fees for reimbursement of costs of salaries, respectively.

Note 6 — Warrants

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at a price of $ 0.01 per warrant;

upon not less than

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

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

4 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.

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 -tradingday

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.

1 unchanged sentence

Investments Held in Trust Account

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.

As of March 31, 2022 and December 31, 2021, the investments in the Company’s Trust Account consisted of $ 319.3 million and $ 319.2 million in U.S.

Money Market funds, respectively, 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.

7 unchanged sentences

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

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

The following table presents fair value information as of March 31, 2022 and December 31, 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.

March 31, 2022

Investments held in Trust Account—U.S.

1 unchanged sentence

Private warrant liability

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

Fair value at January 11, 2021

Issuance due to 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 September 30, 2021

These warrants were reclas s

ified on June 30, 2021

December 31, 2021

Investments held in Trust Account—U.S.

Public warrant liability

Private warrant liability

Note 8 — Commitments and Contingencies

3 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 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.

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.

7 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.

Note 10 — Shareholder’s Equity

Note 9 — Shareholder’s Deficit

Preference Shares

— The Company is authorized to issue 1,000,000 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 September 30, 2021, there were no preference shares issued or outstanding.

At March 31, 2022 and December 31, 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 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.

— 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, 2022 and December 31, 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 September 30, 2021, there were 7,980,409 shares of Class B Ordinary Shares issued and outstanding.

As of March 31, 2022 and December 31, 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.

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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.

Based upon this review, other than the below, 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