What changed in this filing

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Item 1. Financial Statements

2022-11-14 compared with 2022-08-15 · 70 added, 62 removed, 394 unchanged (25% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Prepaid expenses

11 unchanged sentences

Commitments and contingencies (Note 8)

Class A Ordinary shares subject to possible redemption, 31,921,634 shares at $ 10.02 and $ 10.00 redemption value as of June 30, 2022 and December 31, 2021, respectively

Class A Ordinary shares subject to possible redemption, 31,921,634 shares at $ 10.06 and $ 10.00 redemption value as of September 30, 2022 and December 31, 2021, respectively

Shareholders’ Deficit

1 unchanged sentence

1,000,000 shares authorized;

none issued and outstanding

no ne issued and outstanding

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

no shares issued and outstanding (excluding 31,921,634 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021

no shares issued and outstanding (excluding 31,921,634 shares subject to possible redemption) as of September 30, 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 as of June 30, 2022 and December 31, 2021

7,980,409 shares issued and outstanding as of September 30, 2022 and December 31, 2021

Additional paid-in capital

5 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

For the three months ended June

For the three months ended

September 30,

For the period

1 unchanged sentence

2021 (inception) to

June 30, 2021

September 30,

Formation and operating expenses

Loss from operations

Other income:

Change in fair value of warrant liabilities

10 unchanged sentences

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THREE AND SIX MONTHS ENDED JUNE 30, 2022

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

Ordinary Shares

5 unchanged sentences

Balance as of June 30, 2022

FOR THE THREE MONTHS ENDED JUNE 30, 2021

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

Accretion of Class A ordinary shares to redemption value

Balance as of September 30, 2022

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

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

Ordinary Shares

15 unchanged sentences

Balance as of June 30, 2021

Balance as of September 30, 2021

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

September 30,

For the Period

June 30, 2021

September 30, 2021

Cash Flows from Operating Activities:

6 unchanged sentences

Due to related party

Accounts payable and accrued expenses

Offering costs and accounts payable

Net cash used in operating activities

23 unchanged sentences

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

SEPTEMBER 30, 2022

Note 1 — Organization and Business Operations

5 unchanged sentences

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, 2022, the Company had not commenced any operations.

All activity for the period from January 11, 2021 (inception) through June 30, 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.

As of September 30, 2022, the Company had not commenced any operations.

All activity for the period from January 11, 2021 (inception) through September 30, 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.

35 unchanged sentences

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).

As of June 30, 2022, the Company had $ 500,000 outstanding under Working Capital Loans.

As of June 30, 2022, the Company had $ 73,736 in its operating bank account and a working capital deficit of $ 2,724,859 .

As of September 30, 2022, the Company had $ 750,000 outstanding under Working Capital Loans.

As of September 30, 2022, the Company had $ 108,859 in its operating bank account and a working capital deficit of $ 3,357,909 .

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC205-40,

20 unchanged sentences

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form10-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 June 30, 2022 are not necessarily indicative of the results to be expected for the period ending December 31, 2022 or for any future interim periods.

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

The interim results for the period ending September 30, 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

12 unchanged sentences

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, 2022 and December 31, 2021.

The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021.

Investments Held in Trust Account

At June 30, 2022 and December 31, 2021, funds held in the Trust Account include $ 319,712,052 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).

At September 30, 2022 and December 31, 2021, funds held in the Trust Account include $ 321,155,523 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.”

Convertible Promissory Note

The Company accounts for its convertible promissory note under ASC 815, “Derivatives and Hedging” (“ASC 815”).

Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825, “Financial Instruments” (“ASC 825”).

The Company has made such election for its convertible promissory note.

Using fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance and each balance sheet date thereafter.

Differences between the face value of the note and fair value at issuance are recognized as either an expense in the condensed statements of operations (if issued at a premium) or as a capital contribution (if issued at a discount).

Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the condensed statements of operations.

Concentration of Credit Risk

7 unchanged sentences

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 June 30, 2022 and December 31, 2021, the ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table:

As of September 30, 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

4 unchanged sentences

Remeasurement adjustment of carrying value to redemption value

Ordinary shares subject to possible redemption, June 30, 2022

Ordinary shares subject to possible redemption, September 30, 2022

Offering Costs

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

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

The Company complies with the requirements of ASC340-10-S99-1and

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.

28 unchanged sentences

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

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, 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.

3 unchanged sentences

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

As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of September 30, 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 12,640,544 ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and six months ended June 30, 2022, for the three months ended June 30, 2021 and for the period from January 11, 2021 (inception) through June 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met.

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 and nine months ended September 30, 2022, 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 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 June 30, 2022

For the Three Months Ended September 30, 2022

ordinary share

3 unchanged sentences

Basic and diluted net income per share

For the Six Months Ended

June 30, 2022

For the Nine Months Ended

September 30, 2022

For the Period from

January 11, 2021 (Inception)

through June 30, 2021

through September 30, 2021

ordinary share

13 unchanged sentences

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

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

I fit 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 ASC 480-10-S99.I

fit 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.

25 unchanged sentences

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

As of June 30, 2022 and December 31, 2021, the Company has no borrowings under the Note.

As of September 30, 2022 and December 31, 2021, the Company has no borrowings under the Note.

Borrowings under this note are no longer available.

11 unchanged sentences

If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven.

Upon the consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into private placement warrants (as defined in that certain Warrant Agreement, dated March 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company), at a price of

$ 1.50 per private placement warrant.

The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The Note is reported at cost in the condensed financial statements as the fair value adjustment associated with the conversion is deemed to be immaterial.

of June 30, 2022, the Company had $ 500,000 borrowings under the Note.

On July 11, 2022, the Company issued an unsecured promissory note (the “Second Note”) in the principal amount of $ 500,000 to Ursula Burns (the “Second Payee”).

4 unchanged sentences

The Second Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Second Note and all other sums payable with regard to the Second Note becoming immediately due and payable.

As of September 30, 2022, the Company had $ 750,000 borrowings under the Note.

Administrative Support Agreement

2 unchanged sentences

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 and six months ended June 30, 2022, for the three months ended June 30, 2021 and for the period from January 11, 2021 through June 30, 2021, the Company incurred $ 30,000 and $ 60,000 , $ 30,000 and $ 55,000 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 and six months ended June 30, 2022, for the three months ended June 30, 2021 and for the period from January 11, 2021 through June 30, 2021, the Company incurred

$ 309,179 , $ 0 and $ 207,215

in fees for reimbursement of costs of salaries, respectively.

For the three and nine months ended September 30, 2022, the Company incurred $ 30,000 and $ 90,000 , 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 September 30, 2021 and for the period from January 11, 2021 through September 30, 2021, the Company incurred $ 30,000 and $ 85,000 , 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.

Note 6 — Warrants

13 unchanged sentences

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 -tradingday

period ending three trading days before the Company sends the notice of redemption to the warrant holders.

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 -tradingdayperiod

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 -tradingdayperiod

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.

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 -tradingdayperiodending

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 June 30, 2022 and December 31, 2021, the investments in the Company’s Trust Account consisted of $ 319.7 million and $ 319.2 million in U.S.

As of September 30, 2022 and December 31, 2021, the investments in the Company’s Trust Account consisted of $ 321.2 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.

8 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.

The following table presents fair value information as of June 30, 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.

June 30, 2022

At September 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 September 30, 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.

September 30, 2022

Investments held in Trust Account—U.S.

24 unchanged sentences

— 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 June 30, 2022 and December 31, 2021, there were no preference shares issued or outstanding.

At September 30, 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 June 30, 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.

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

As of September 30, 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.

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 % oft

he 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 .

1 unchanged sentence

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, 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.

On July 11, 2022, the Company issued the Second Note in the principal amount

of $ 500,000 to Ursula Burns as described in Note 5.

As of the reporting date of this Quarterly Report on Form 10-Q, the Company had

$ 250,000 borrowings under the Second Note.

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

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

What changed 10-Q

Item 1. Financial Statements