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Item 1. Financial Statements

2022-08-12 compared with 2022-05-12 · 129 added, 89 removed, 385 unchanged (36% of the section changed)

1 unchanged sentence

ESGEN ACQUISITION CORPORATION

UNAUDITED CONDENSED BALANCE SHEETS

Prepaid expenses

CONDENSED BALANCE SHEETS

Prepaid expenses - current

Total current assets

11 unchanged sentences

Commitments and Contingencies (Note 7)

Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of $ 10.20

Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value

Shareholders’ Deficit:

14 unchanged sentences

ESGEN ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENT OF OPERATIONS

FOR THE QUARTER ENDED MARCH 31, 2022

CONDENSED STATEMENTS OF OPERATIONS

April 19, 2021

Formation and operating costs

1 unchanged sentence

Loss from operations

Other income:

Interest income on marketable securities held in Trust Account

Change in fair value of warrant liabilities

Total other income, net

Total other income

Net income (loss)

Basic and diluted weighted average shares outstanding of Class A ordinary shares

Basic and diluted net income per ordinary share, Class A

Basic and diluted net income per share, Class A

Basic and diluted weighted average shares outstanding of Class B ordinary shares

Basic and diluted net income per ordinary share, Class B

Basic and diluted net income per share, Class B

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

ESGEN ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY (DEFICIT)

FOR THE QUARTER ENDED MARCH 31, 2022

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER’S (DEFICIT) EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Ordinary share subject to

2 unchanged sentences

Shareholders’

Equity (Deficit)

Balance as of December 31, 2021

Accretion of ordinary share subject to possible

Accretion of ordinary share subject to possible redemption

Balance as of March 31, 2022

Accretion of ordinary share subject to possible redemption

Balance as of June 30, 2022

FOR THE PERIOD FROM APRIL 10, 2021 (INCEPTION) THROUGH JUNE 30, 2021

Ordinary share subject to

possible redemption

Ordinary share

Shareholders’

Balance as of April 19, 2021 (inception)

Balance as of June 30, 2021

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

ESGEN ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2022

CONDENSED STATEMENTS OF CASH FLOWS

April 19, 2021

Cash flows from operating activities:

Net income (loss)

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

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Cash, end of the period

Supplemental disclosure of cash flow information:

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

Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Deferred offering costs paid by Sponsor under the promissory note

Deferred offering costs included in accrued offerings costs

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

6 unchanged sentences

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

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

All activity for the period from April 19, 2021 (inception) through March 31, 2022, relates to the Company’s formation and the initial public offering (“Public Offering” or “IPO”) described below.

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

All activity for the period from April 19, 2021 (inception) through June 30, 2022, relates to the Company’s formation and the initial public offering (“Public Offering” or “IPO”) described below and since the closing of the IPO, the search for a prospective initial business combination.

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

51 unchanged sentences

Liquidity and Capital Resources

As of March 31, 2022, the Company had cash of $ 1,086,084 and working capital of approximately $ 420,473 .

The Company’s liquidity needs prior to the consummation of the Initial Public Offering had been satisfied through a payment from the Sponsor of $ 25,000 to cover certain offering costs in consideration for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $ 262,268 (See Note 5).

Subsequent to the consummation of the Initial Public Offering, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the Initial Public Offering and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective 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 Initial Business Combination.

The Company’s liquidity needs prior to the consummation of the Public Offering had been satisfied through a payment from the Sponsor of $

25,000 to cover certain offering costs in consideration for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $

262,268 (See Note

Subsequent to the consummation of the Public Offering, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the Public Offering and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective 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 initial Business Combination.

In order to finance transaction costs in connection with a Business Combination, the Sponsor, 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.

As of March 31, 2022, there were no amounts outstanding under any Working Capital Loans.

2022 , there were

no amounts outstanding under any Working Capital Loans.

Going Concern

As of March 31, 2022, the Company had $ 1,086,084 in cash held outside of the Trust Account and working capital of $ 420,473 .

The Company anticipates that the cash held outside of the Trust Account as of March 31, 2022 will be not sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time.

As of June 30, 2022, the Company had $ 947,477 in cash held outside of the Trust Account and owes $ 995,805 in accrued offering costs and expenses and an additional $ 255,539 to related parties.

The Company anticipates that the cash held outside of the Trust Account as of June 30, 2022 will not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time.

The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued.

Management plans to address this uncertainty through the initial Business Combination as discussed above.

There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful or successful within the Combination Period.

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

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

“Presentation of Financial Statements – Going Concern”, the Company has until January 22, 2023 (unless extended) to consummate a Business Combination.

If a Business Combination is not consummated by this date and an extension not obtained, there will be a mandatory liquidation and subsequent dissolution of the Company.

Although the Company intends to consummate a Business Combination on or before January 22, 2023, it is uncertain whether the Company will be able to consummate a Business Combination by this time.

Management has determined that the mandatory liquidation, should a Business Combination not occur and an extension is not obtained, as well as the potential for us to have insufficient funds available to operate our business prior to a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern.

Risks and Uncertainties

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

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

The financial statements do not include any adjustments that might result from the outcome of this

Note 2 — Significant Accounting Policies

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which contains the initial audited financial statements and notes thereto for the period from April 19, 2021 (inception) to December 31, 2021, as filed with the SEC on April 1, 2022.

The interim results for the three months ended 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.

The interim results for the three and six months ended 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.

The Company has until January 22, 2023 (or July 22, 2023 if fully extended) to complete a Business Combination.

Emerging Growth Company Status

1 unchanged sentence

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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a 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 election to opt out is irrevocable.

The JOBS Act provides that a 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 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.

7 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 has $ 1,086,084 and $ 1,323,903 in cash and cash equivalents as of March 31, 2022 and December 31, 2021, respectively.

The Company has $ 947,477 and $ 1,323,903 in cash and cash equivalents as of June 30, 2022 and December 31, 2021, respectively.

Marketable Securities Held in Trust Account

12 unchanged sentences

Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are related to the Public Offering.

Offering costs are charged against the carrying value of the ordinary shares or the statement of operations based on the relative value of the ordinary shares and the Public Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering.

Offering costs amounted to $ 16,138,202 and of this, $ 15,428,121 was charged to temporary equity and $ 710,081 was deemed allocable to the warrants and charged to expense upon the completion of the IPO.

31 unchanged sentences

The earnings per share presented in the Statement of Operations is based on the following:

Three Months Ended

March 31, 2022

June 30, 2022

April 19, 2021

June 30, 2021

Net income (loss)

Accretion of temporary equity to redemption value

Net income including accretion of temporary equity to redemption value

For the three months ended

March 31, 2022

Net income (loss) including accretion of temporary equity to redemption value

Three Months Ended

June 30, 202 2

Six Months Ended

June 30, 2022

For the Period from

February 11, 2021

June 30, 2021

Basic and diluted net income (loss) per share:

Allocation of net income including accretion of temporary equity

Allocation of net income (loss) including accretion of temporary equity

Allocation of accretion of temporary equity to redemption value

Allocation of loss

Allocation of income (loss)

Weighted-average shares outstanding

11 unchanged sentences

capital) immediately as they occur.

The Company recorded accretion of $ 20,308 and $ 33,092,121 in accumulated deficit for the three months ended March 31, 2022 and the period from April 19, 2021 (inception) through December 31, 2021 respectively.

The Company recorded accretion of $ 368,774 and $ 389,082 , and $ 33,092,121 in accumulated deficit for the three and six months ended June 30, 2022 and the period from April 19, 2021 (inception) through December 31, 2021, respectively.

The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).

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

There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021.

There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021.

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

3 unchanged sentences

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

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

As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of 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

14 unchanged sentences

On October 22, 2021, the Company consummated its IPO of 27,600,000 Units, which included the full exercise of the underwriters’ over-allotment option, at a price of $ 10.00 per Unit, generating gross proceeds of $ 276,000,000 .

Each Unit consists of one Class A ordinary share and on e

Each Unit consists of one Class A ordinary share and one -half

of one redeemable warrant (each, a “Public Warrant”).

9 unchanged sentences

capital and accumulated deficit.

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

As of June 30, 2022 and December 31, 2021, the ordinary shares reflected on the balance sheets are reconciled in the following table:

Gross proceeds

4 unchanged sentences

Accretion of carrying value to redemption value

Class A ordinary shares subject to possible redemption as of March 31, 2022

Class A ordinary shares subject to possible redemption as of June 30, 2022

Note 4 — Private Placement

11 unchanged sentences

Additionally, on September 27, 2021, the Company sold 831,393 Class B ordinary shares to the Salient Client Accounts at a price of approximately $ 0.004 per share.

As of March 31, 2022, the Sponsor held 4,573,607 Class B ordinary shares.

As of June 30, 2022, the Sponsor held 4,573,607 Class B ordinary shares

The initial shareholders and each member of the management team have entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the Business Combination;

(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 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 Business Combination or to redeem 100 % of the Company’s public shares if it does not complete the Business Combination within 15 months from the closing of the Public Offering (or up to 21 months, if extended) to complete a Business Combination or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares and (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 Business Combination within 15 months from the closing of this offering (or up to 21 months if extended) to complete a Business Combination as described in the prospectus (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 the Business Combination within

the prescribed time frame).

If the Company seeks shareholder approval, it will complete the Business Combination only if it is approved by an ordinary resolution or such higher approval threshold as may be required by Cayman Islands law and pursuant to the amended and restated memorandum and articles of association.

In such case, the initial shareholders and each member of the management team have agreed to vote their Founder Shares and Public Shares in favor of the Business Combination.

In such case, the initial shareholders and each member of the management team have agreed to vote their Founder Shares and Public Shares in favor of the Business

Promissory Note — Related Party

5 unchanged sentences

In connection with the closing of the Public Offering, the Company paid down $ 90,922 of the outstanding balance.

As of March 31, 2022 and December 31, 2021, the Company had $ 171,346 outstanding under the promissory note.

As of June 30, 2022 and December 31, 2021, the Company had $ 171,346 outstanding under the promissory note.

Working Capital Loans

5 unchanged sentences

The warrants would be identical to the Private Placement Warrants.

As of March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans.

As of June 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans.

Office Space, Secretarial and Administrative Services

Commencing on the date that the Company’s securities are first listed on the NASDAQ through the earlier of consummation of the initial Business Combination and the liquidation, the Company will pay the Sponsor a total of $ 10,000 per month for office space, utilities, secretarial support and administrative services.

As of March 31, 2022 and December 31, 2021, the Company had incurred $ 30,000 and $ 24,193 , respectively pursuant to this agreement, which was accrued in “Due to related party”.

As of June 30, 2022 and December 31, 2021, the Company had incurred $ 60,000 and $ 24,193 , respectively pursuant to this agreement, which was accrued in “Due to related party”.

Note 6 — Prepaid Expenses

The Company’s prepaid expenses as of March 31, 2022 and December 31, 2021 consisted of the expense for a subscription fee which the Company paid in advance.

March 31, 2022

The Company’s prepaid expenses as of June 30, 2022 and December 31, 2021 primarily consisted of insurance.

June 30, 2022

December 31, 202 1

3 unchanged sentences

Registration and Shareholder Rights

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

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

3 unchanged sentences

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

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

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Working Capital Loans and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and expected shareholder rights agreement signed at the closing of our Public Offering.

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

8 unchanged sentences

In addition, pursuant to the registration and expected shareholder rights agreement, the Sponsor, upon and following consummation of an initial Business Combination, will be entitled to nominate three individuals for election to the board of directors, as long as the Sponsor holds any securities covered by the registration and expected shareholder rights agreement.

Underwriters Agreement

Underwriting Agreement

The Company granted the underwriters a 45-day

39 unchanged sentences

The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the IPO.

Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation.

This liability is subject to re-

measurement at each balance sheet date.

This liability is subject to re-measurement

at each balance sheet date.

With each such re-measurement,

2 unchanged sentences

If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

As such, the Company recorded $ 24,920,400 of warrant liability upon issuance as of October 22, 2021.

For the period from April 19, 2021 (inception) through December 31, 2021, the Company recorded a change in the fair value of the warrant liabilities in the amount of $ 10,944,240 on the statement of operations, resulting in warrant liabilities of $ 13,976,160 as of December 31, 2021 on the balance sheet.

For the three months ended March 31, 2022, the Company recorded a change in the fair value of the warrant liabilities in the amount of $ 6,735,360 on the statement of operations, resulting in warrant liabilities of $ 7,240,800 as of March 31, 2022 on the balance sheet.

Note 9—Derivative Financial Instruments

As such, the Company recorded

24,920,400 of warrant liability upon issuance as of October

For the period from April

2021 (inception) through December

2021 , the Company recorded a change in the fair value of the warrant liabilities in the amount of $

10,944,240 on the statement of operations, resulting in warrant liabilities of $

13,976,160 as of December

2021 on the balance sheet.

For the six months ended June

2022 , the Company recorded a change in the fair value of the warrant liabilities in the amount of $

8,262,960 on the statement of operations, resulting in warrant liabilities of $

5,713,200 as of June

2022 on the balance sheet.

Note 9 — Recurring Fair Value Measurements

As of June 30, 2022 and December 31, 2021, investments held in the Trust Account consisted of U.S.

Money Market Funds.

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

The Company accounts for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40,

4 unchanged sentences

and thus the Private Placement Warrants are not considered indexed to the Company’s own share and not eligible for an exception from derivative accounting.

The following table presents fair value information as of March 31, 2022 and December 31, 2021 of the Company’s financial 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 Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets.

The Company’s Public Warrants are traded on the Nasdaq.

As such, the Public Warrant valuation is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy.

The Company’s Private Warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets.

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

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

March 31, 2022

Public warrant liabilities

Private warrant liabilities

Total warrant liabilities

The following tables 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

Marketable securities held in trust account

Total liabilities

December 31, 2021

Public warrant liabilities

Private warrant liabilities

Total warrant liabilities

The estimated fair value of the warrant liability for the private warrants at March 31, 2022 and December 31, 2021 was determined using Level 3 inputs.

Inherent in a Monte Carlo options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates the volatility of its common stock based on projected volatility of comparable public companies that matches the expected remaining life of the warrants.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.

The expected life of the warrants is based on management assumptions regarding the timing and likelihood of completing a business combination.

The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

Marketable securities held in trust account

Total liabilities

The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:

5 unchanged sentences

Warrant liabilities at March 31, 2022

The following table presents quantitative information about the Company’s Level 3 liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021.

March 31, 2022

Change in fair value of warrant liabilities

Warrant liabilities at June 30, 2022

The estimated fair value of the Private Placement Warrants at June 30, 2022 and December 31, 2021 was determined using a Black Scholes model with assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates the volatility of its ordinary shares based on projected volatility of comparable public companies that matches the expected remaining life of the warrants.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.

The expected life of the warrants is based on management assumptions regarding the timing and likelihood of completing a business combination.

The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The following table presents quantitative information about the Company’s Level 3 liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021.

June 30, 2022

December 31, 2021

5 unchanged sentences

—The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of March 31, 2022 and December 31, 2021, there were no preference shares issued or outstanding.

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

A ordinary shares

—The Company is authorized to issue 250,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

As of March 31, 2022 and December 31, 2021, there were no Class A ordinary shares issued or outstanding other than the 27,600,000 Class A ordinary shares subject to possible redemption that are accounted for outside of the shareholder’s equity (deficit) section of our balance sheets.

As of June 30, 2022 and December 31, 2021, there were no Class A ordinary shares issued or outstanding other than the 27,600,000 Class A ordinary shares subject to possible redemption that are accounted for outside of the shareholder’s equity (deficit) section of our balance sheets.

B ordinary shares

1 unchanged sentence

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

As of March 31, 2022 and December 31, 2021, there were 6,900,000 Class B ordinary shares issued and outstanding.

As of June 30, 2022 and December 31, 2021, there were 6,900,000 Class B ordinary shares issued and outstanding.

Of the 6,900,000 Class B ordinary shares, up to 900,000 shares were subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial shareholders will collectively own 20 % of the Company’s issued and outstanding ordinary shares after the Public Offering.

2 unchanged sentences

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 any redemption rights or be entitled to liquidating distributions from the Trust Account if the Company fails to 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 Public Offering, 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, any of its affiliates or any members of the Company’s management team upon conversion of Working Capital Loans.

basis, 20 % of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Public Offering, 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, any of its affiliates or any members 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

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