What changed in this filing

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Item 1. Financial Statements

2022-11-10 compared with 2022-08-12 · 143 added, 101 removed, 413 unchanged (37% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Prepaid expenses—current

4 unchanged sentences

Current liabilities

Accrued offering costs and expenses

Accounts payable and accrued expenses

Due to related party

23 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

April 19, 2021

Three Months Ended

September 30,

For the Period

from April 19,

2021 (Inception)

September 30,

Legal and professional fees

Other operating costs

Formation and operating costs

9 unchanged sentences

Basic and diluted weighted average shares outstanding of Class B ordinary shares (1)

Basic and diluted net income per share, Class B

Basic and diluted net income (loss) per share, Class B

On April 27, 2021, the Sponsor paid $ 25,000 , or approximately $ 0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $ 0.0001 .

In September 2021, certain shareholders surrendered, for no consideration, an aggregate of 1,437,500 Class B ordinary shares, leaving 5,750,000 Founder Shares outstanding.

In October 2021, a share dividend was issued which resulted in 6,900,000 Founder Shares outstanding;

of which 900,000 were subject to surrender if the underwriter had not exercised their full over-allotment option.

The underwriters exercised their over-allotment option in full on October 21, 2021.

All share values and related amounts have been retroactively restated to reflect the dividend.

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

1 unchanged sentence

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

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

FOR THE THREE SEPTEMBER 30, 2022

Ordinary share subject to

2 unchanged sentences

Shareholders’

Balance as of December 31, 2021

Balance as of June 30, 2022

Accretion of ordinary share subject to possible redemption

Balance as of March 31, 2022

Balance as of September 30, 2022

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022

Ordinary share subject to

possible redemption

Ordinary share

Shareholders’

Balance as of December 31, 2021

Accretion of ordinary share subject to possible redemption

Balance as of September 30, 2022

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

Ordinary share subject to

possible redemption

Ordinary share

Shareholders’

Balance as of June 30, 2021

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

Balance as of September 30, 2021

FOR THE PERIOD FROM APRIL 19, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

Ordinary share subject to

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Balance as of April 19, 2021 (inception)

Balance as of June 30, 2021

Balance as of September 30, 2021

On April 27, 2021, the Sponsor paid $ 25,000 , or approximately $ 0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $ 0.0001 .

In September 2021, certain shareholders surrendered, for no consideration, an aggregate of 1,437,500 Class B ordinary shares, leaving 5,750,000 Founder Shares outstanding.

In October 2021, a share dividend was issued which resulted in 6,900,000 Founder Shares outstanding;

of which 900,000 were subject to surrender if the underwriter had not exercised their full over-allotment option.

The underwriters exercised their over-allotment option in full on October 21, 2021.

All share values and related amounts have been retroactively restated to reflect the dividend.

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

September 30,

April 19, 2021

September 30,

Cash flows from operating activities:

Net income (loss)

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

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

Formation costs paid by Sponsor

Interest earned on cash held in Trust Account

21 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 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.

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

All activity for the period from April 19, 2021 (inception) through September 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.

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There is no assurance that the Company will be able to complete a Business Combination successfully.

Following the closing of the IPO on October 22, 2021, $ 281,520,000 ($ 10.20 per Unit) from the net proceeds sold in the IPO, including proceeds of the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”) and will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7

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

government treasury obligations.

4 unchanged sentences

The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement.

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 its income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein.

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of its initial Business Combination at aper-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 its income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein.

The amount in the Trust Account is initially $ 10.20 per public share.

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(i) cease all operations except for the purpose of winding up;

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $ 100,000 of interest to pay winding up and 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 liquidation distributions, if any);

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $ 100,000 of interest to pay winding up and 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 liquidation 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.

21 unchanged sentences

Liquidity and Capital Resources

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

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 5).

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.

2022 , there were

no amounts outstanding under any Working Capital Loans.

As of September 30,2022, there were no amounts outstanding under any Working Capital Loans.

Going Concern

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.

As of September 30, 2022, the Company had $ 890,273 in cash held outside of the Trust Account and owes $ 1,089,536 in accrued offering costs and expenses and an additional $ 285,539 to related parties.

The Company anticipates that the cash held outside of the Trust Account as of September 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.

5 unchanged sentences

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19

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

Management is currently evaluating the impact of theCOVID-19pandemic 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.

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 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 interim results for the three and nine months ended 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.

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

13 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 $ 947,477 and $ 1,323,903 in cash and cash equivalents as of June 30, 2022 and December 31, 2021, respectively.

The Company has $ 890,273 and $ 1,323,903 in cash and cash equivalents as of September 30, 2022 and December 31, 2021, respectively.

Marketable Securities Held in Trust Account

Following the closing of the Public Offering on October 22, 2021, an amount of $ 281,520,000 from the net proceeds of the sale of the Units in the Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and may be invested only in U.S.

government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7

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

government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule2a-7under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

5 unchanged sentences

Offering Costs Associated with Initial Public Offering

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

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

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

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

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

18 unchanged sentences

Warrant Liability

The Company accounts for the Public and Private Placement warrants issued in connection with the Public Offering in accordance with the guidance contained in ASC 815-40

and ASC 480, Distinguishing Liabilities from Equity.

The Company accounts for the Public and Private Placement warrants issued in connection with the Public Offering in accordance with the guidance contained in ASC815-40and ASC 480, Distinguishing Liabilities from Equity.

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

Accordingly, the Company will classify each warrant as a liability at its fair value.

This liability is subject to re-measurement

at each balance sheet date.

This liability is subject tore-measurement at each balance sheet date.

With each such re-measurement,

7 unchanged sentences

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

June 30, 2022

September 30,

April 19, 2021

June 30, 2021

September 30,

Net income (loss)

2 unchanged sentences

Three Months Ended

June 30, 202 2

Six Months Ended

June 30, 2022

September 30, 2022

Nine Months Ended

September 30, 2022

Basic and diluted net income per share:

Allocation of net income including accretion of temporary equity

Allocation of accretion of temporary equity to redemption value

Allocation of income

Weighted-average shares outstanding

Basic and diluted net income per share

Three Months Ended

September 30, 2021

For the Period from

February 11, 2021

June 30, 2021

Basic and diluted net income (loss) per share:

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

April 19, 2021 (Inception) through

September 30, 2021

Basic and diluted net loss per share:

Allocation of net loss including accretion of temporary equity

Allocation of accretion of temporary equity to redemption value

Allocation of income (loss)

Allocation of loss

Weighted-average shares outstanding

Basic and diluted net income (loss) per share

Basic and diluted net loss per share

Net income (loss) per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares forfeited.

9 unchanged sentences

capital) immediately as they occur.

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 recorded accretion of $ 1,245,745 and $ 1,634,827 , and $ 33,092,121 in accumulated deficit for the three and nine months ended September 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”).

3 unchanged sentences

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 June 30, 2022 and December 31, 2021.

There were no unrecognized tax benefits as of September 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 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.

As of September 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.

9 unchanged sentences

method for all convertible instruments.

is effective January 1, 2022 and was applied on a full or modified retrospective basis.

The Company assessed the impact that ASU 2020-06

would have on its financial position, results of operations or cash flows and noted there was no material effect on the Company’s financial statement.

As a smaller reporting company, ASU 2020-06

is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.

The Company is currently assessing the impact, if any, that ASU 2020-06

would have on its financial position, results of operations or cash flows.

The Company has not adopted this guidance as of September 30, 2022.

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

Note 3 — Public Offering

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

The Class A ordinary shares 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 shares 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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capital and accumulated deficit.

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

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

Gross proceeds

5 unchanged sentences

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

Accretion of carrying value to redemption value

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

Note 4 — Private Placement

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

As of September 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;

1 unchanged sentence

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

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.

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

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

As of September 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 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”.

As of September 30, 2022 and December 31, 2021, the Company had incurred $ 90,000 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 June 30, 2022 and December 31, 2021 primarily consisted of insurance.

June 30, 2022

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

September 30, 2022

December 31, 2021

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

day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company complete a liquidation, merger, share exchange or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Except as described herein, the Sponsor and its directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -tradingday period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company complete a liquidation, merger, share exchange or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Any permitted transferees would be subject to the same restrictions and other agreements of the Sponsor and its directors and executive officers with respect to any founder shares.

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Underwriting Agreement

The Company granted the underwriters a 45-day

option to purchase up to 3,600,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions.

The Company granted the underwriters a45-dayoption

to purchase up to 3,600,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions.

The underwriters exercised the full over-allotment at the consummation of the Public Offering on October 22, 2021.

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

if, and only if, the closing 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 as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) for any 20 trading days within a 30 -trading

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

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

Redemption of warrants when the price per Class

3 unchanged sentences

at $ 0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption;

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 as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) 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;

Private Warrants

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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 a Black Scholes model.

This liability is subject to re-measurement

at each balance sheet date.

This liability is subject tore-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

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.

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 nine months ended September 30,2022, the Company recorded a change in the fair value of the warrant liabilities in the amount of $ 11,608,560 on the statement of operations, resulting in warrant liabilities of $ 2,367,600 as of September 30,2022 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.

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

Money Market Funds.

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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.

At December 31, 2021, 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.

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

At September 30, 2021, the Company considers the Private Warrants to be economically equivalent to the Public Warrants.

As such, the valuation of the Private Warrants was used to value the Private Warrants.

The fair value of the Private Warrant liability is classified within Level 2 of the fair value hierarchy.

The following tables 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

Marketable securities held in trust account

Public Warrants

Private Warrants

Total liabilities

1 unchanged sentence

Marketable securities held in trust account

Public Warrants

Private Warrants

Total liabilities

8 unchanged sentences

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.

Change in fair value of warrant liabilities (1)

Transfer to Level 2

Warrant liabilities at September 30, 2022

Assumes the Private Placement Warrants were transferred on September 30, 2022.

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period.

The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in September 2021 after the Public Warrants were separately listed and traded.

The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement in September 2022 due to the use of an observable market quote for a similar asset in an active market.

The estimated fair value of the Private Placement Warrants at 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.

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

The dividend rate is based on the historical rate, which the Company anticipates remaining 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 December 31, 2021.

December 31, 2021

2 unchanged sentences

Expected volatility

Note 10 — Shareholder’s Equity (Deficit)

Note 10 — Shareholders’ Equity (Deficit)

Preference shares

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

As of September 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 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.

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

As of September 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.

7 unchanged sentences

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