What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-31 compared with 2022-04-01 · 372 added, 322 removed, 679 unchanged (51% of the section changed)

4 unchanged sentences

Our management evaluated, with the participation of our principal executive officer and principal financial and accounting officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2022, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2021, our disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting relating to a lack of qualified resources within the accounting department.

In particular, the Company was not able to calculate correctly allocations of earnings per share in accordance with appropriate accounting guidelines.

A material weakness, as defined in the SEC regulations, is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2022, our disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting described below.

In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.

generally accepted accounting principles.

Management plans to remediate the material weakness identified above by enhancing our processes to identify and appropriately apply applicable accounting requirements and increased communication among our personnel and third-party

professionals with whom we consult regarding accounting applications.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

4 unchanged sentences

Management’s Report on Internal Controls Over Financial Reporting

This Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for us.

Under the supervision and with the participation of our chief executive officer and chief financial officer, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022 based on criteria specified in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our assessment, our management, including our chief executive officer and chief financial officer, concluded that, as of December 31, 2022, our internal control over financial reporting was not effective as of December 31, 2022.

We identified material weaknesses in our internal control over financial reporting, specifically, we did not design and maintain an effective control environment to prevent or detect material misstatements to the financial statements.

Specifically, we lacked a sufficient complement of personnel with an appropriate level of internal controls and accounting knowledge, training and experience commensurate with our financial reporting requirements.

Specifically, management did not design and maintain effective controls over the calculation of earnings per share and classification of the reinvestment of interest and dividend income in the Trust Account in the statement of cash flows.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Changes in Internal Control over Financial Reporting

Other than the material weakness described above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

OTHER INFORMATION.

20 unchanged sentences

Prior to her corporate and entrepreneurial experiences, Ms.

was an investment banker at Morgan Stanley and Credit Suisse in New York and Houston and served in investment roles at The Blackstone Group in New York and at Mubadala Development Company, ~$250B Abu Dhabi investment fund, based in the United Arab Emirates, where she focused primarily on transactions in the renewable sector under the partnership with Masdar.

Bernatova was an investment banker at Morgan Stanley and Credit Suisse in New York and Houston and served in investment roles at The Blackstone Group in New York and at Mubadala Development Company, ~$250 billion Abu Dhabi investment fund, based in the United Arab Emirates, where she focused primarily on transactions in the renewable sector under the partnership with Masdar.

Bernatova received her A.B.

17 unchanged sentences

Benson currently serves as a director on the boards of multiple Energy Spectrum portfolio companies and has been on two public boards in the past.

Additionally, Mr.

Benson is a director on the board of Warrior Technologies Acquisition Company (“WARR”), a blank check company organized in February 2021 to pursue a potential business combination with a target in the environmental services sector that has strong environmental, social and governance practices.

Prior to co-founding Energy Spectrum in 1996, Mr.

29 unchanged sentences

He served as interim President and Chief Executive Officer of Texas Capital Bank, N.A.

and Texas Capital Bancshares, Inc., from May 2020 to January 2021, and has been chairman of the board of directors for Texas Capital

Bancshares, Inc.

and Texas Capital Bancshares, Inc., from May 2020 to January 2021, and has been chairman of the board of directors for Texas Capital Bancshares, Inc.

since 2012 and a director since 2006 until his appointment as chairman.

13 unchanged sentences

Jacobs’ tenure, he led the company through a series of crises including the impact of Hurricane Ike and the financial market crisis in 2008.

He initiated and negotiated a merger-of-equals with Mirant Corporation to form GenOn Energy in 2010 where he served as President, Chief Operating Officer and a Director of the largest competitive generator in the U.S.

He initiated and negotiated a merger-of-

equals with Mirant Corporation to form GenOn Energy in 2010 where he served as President, Chief Operating Officer and a Director of the largest competitive generator in the U.S.

Jacobs was originally recruited to Reliant Energy in 2002 to serve as Chief Financial Officer.

30 unchanged sentences

Our board of directors has determined that Messrs.

Bishnoi, Jacobs, Helm, Benson and

Mayon are “independent directors” as defined in the Nasdaq listing standards.

Bishnoi, Jacobs, Helm, Benson and Mayon are “independent directors” as defined in the Nasdaq listing standards.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

1 unchanged sentence

None of our officers or directors have received any cash compensation for services rendered to us.

Commencing on the date that our securities are first listed on the Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month.

Through the earlier of consummation of our initial business combination and our liquidation, we will reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month.

In addition, our sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

1 unchanged sentence

Any such payments prior to an initial business combination will be made using funds held outside the trust account.

Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, officers and directors, or their respective affiliates, prior to completion of our initial business combination.

17 unchanged sentences

Bishnoi, Jacobs and Helm are independent under the Nasdaq listing standards and applicable SEC rules.

Bishnoi will serve as the Chairman of the audit committee.

Bishnoi serves as the chairman of the audit committee.

Under the Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent.

24 unchanged sentences

Guidelines for Selecting Director Nominees

The guidelines for selecting nominees, which will be specified in a charter to be adopted by us, generally will provide that persons to be nominated:

The guidelines for selecting nominees, which are specified in a charter adopted by us, generally provides that persons to be nominated:

should have demonstrated notable or significant achievements in business, education or public service;

12 unchanged sentences

Helm, Jacobs and Bishnoi are independent.

We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including:

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our President, Chief Financial Officer and Chief Operating Officer, evaluating our President’s, Chief Financial Officer’s and Chief Operating Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our President, Chief Financial Officer and Chief Operating Officer based on such evaluation;

6 unchanged sentences

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the Nasdaq and the SEC.

30 unchanged sentences

Founding Partner

Certain Portfolio Companies of Energy Spectrum

Certain Portfolio Companies of

Energy Spectrum

Asset Management

Warrior Technologies Acquisition Company

Special Purpose Acquisition Company

Special Purpose Acquisition

Energy Spectrum

Asset Management

Certain Portfolio Companies of Energy Spectrum

Certain Portfolio Companies of

Energy Spectrum

Asset Management

2 unchanged sentences

Energy Services

Senior Vice President and Chief Financial Officer

Senior Vice President and

Chief Financial Officer

Texas Capital Bancshares, Inc.

15 unchanged sentences

In addition, our initial shareholders, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination.

Any such companies

may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.

Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.

Members of our management team may directly or indirectly own our founders shares, Class A ordinary shares and/or private placement warrants following our initial public offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

12 unchanged sentences

Furthermore, in no event will our sponsor or any of our existing officers or directors, or their respective affiliates, be paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination.

Further, commencing on the date our securities are first listed on the Nasdaq, we will also reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month;

Further, (which is accrued in “Due to related party”) we also reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month;

provided, that upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

14 unchanged sentences

None of our officers or directors have received any cash compensation for services rendered to us.

11 unchanged sentences

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information regarding the beneficial ownership of our shares of common stock as of March 28, 2022 based on information obtained from the persons named below, with respect to the beneficial ownership of our shares of common stock, by:

● each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

● each of our executive officers and directors that beneficially owns our shares of common stock;

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 28, 2023 based on information obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by:

each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

each of our executive officers and directors that beneficially owns our ordinary shares;

all our executive officers and directors as a group.

The table below does not include the Class A ordinary shares and Class B ordinary shares underlying the private placement warrants held by our sponsor because these securities are not exercisable within 60 days of this Report.

Class B Ordinary Shares

Class A Ordinary Shares

Percentage of

Name of Beneficial Owner (1)

ESGEN LLC (our sponsor) (3)

Highbridge Capital Management, LLC(6)

Saba Capital Management, L.P.(7)

Adage Capital Partners, L.P.

Sea Otter Advisors LLC (4)

Andrea Bernatova

3 unchanged sentences

Unless otherwise noted, the business address of each of the following individuals or entities is 5956 Sherry Lane, Suite 1400, Dallas, Texas 75225.

(2) Based on 27,600,000 Class A ordinary shares (which includes Class A ordinary shares that are underlying the units) as of March 28, 2022.

(3) Based on 6,900,000 Class B ordinary shares outstanding as of March 28, 2022.

The ownership information is based on 2,896,555 Class A ordinary shares (which includes Class A ordinary shares that are underlying the units) 6,900,000 Class B ordinary shares outstanding as of March 28, 2023.

Other than with respect to Sea Otter Advisors LLC, the company does not believe any redemptions were reflected in recent statements filed with the SEC pursuant to section 13(g) of the Exchange Act.

ESGEN LLC is the record holder of the Class B ordinary shares reported herein.

1 unchanged sentence

Mayon and Andrea Bernatova are the managers of ESGEN LLC, and each of them disclaims beneficial ownership over any securities owned by ESGEN LLC in which he or she does not have any pecuniary interest.

(5) Represents private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share, commencing 30 days after completion of our initial business combination.

(6) Includes Class A ordinary shares beneficially owned by funds and accounts advised by Highbridge Capital Management, LLC ("Highbridge").

The address of Highbridge is is 277 Park Avenue, 23rd Floor, New York, New York 10172.

Based on a Schedule 13G/A filed by Highbridge on February 3, 2022.

(7) Includes Class A ordinary shares beneficially owned by Saba Capital Management, L.P., Saba Capital Management GP, LLC and Mr.

Weinstein (collectively, "Saba").

The address of Saba is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

Based on a Schedule 13G filed by Saba on December 10, 2021.

(8) The address of Adage Capital Partners, L.P.

is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.

Based on a Schedule 13G filed on November 1, 2021 (the “Adage 13G”).

According to the Adage 13G, Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”) is the direct owner of such Class A ordinary shares.

Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACPGP”), is the general partner of ACP and therefore has beneficial ownership of the Class A ordinary shares directly owned by ACP.

Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACA”), is the managing member of ACPGP, the general partner of ACP, and therefore has beneficial ownership of the Class A ordinary shares directly owned by ACP.

Robert Atchinson (“Mr.

Atchinson”) is a managing member of ACA, which is the managing member of ACPGP, which is the general partner of ACP and therefore Mr.

Atchinson has beneficial ownership of Class A ordinary shares directly owned by ACP.

Phillip Gross (“Mr.

Gross”) is a managing member of ACA, which is the managing member of ACPGP, which is the general partner of ACP and therefore Mr.

Gross has beneficial ownership of the Class A ordinary shares directly owned by ACP.

Based on a Schedule 13D filed by Sea Otter Advisors LLC on March 13, 2023.

Sea Otter Advisors LLC serves as the investment advisor to Sea Otter Trading LLC and has sole voting power and sole dispositive power over the Class A ordinary shares held thereby.

The address of the business office of Sea Otter Advisors LLC and Sea Otter Trading LLC is 107 Grand St, 7th Floor, New York, New York 10013.

Our sponsor, officers and directors are deemed to be our “promoter” as such term is defined under the federal securities laws.

1 unchanged sentence

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

On April 27, 2021, our sponsor paid $25,000, or approximately $0.004 per share, to cover certain expenses on our behalf in consideration of 7,187,500 Class B ordinary shares, par value $0.0001.

On September 10, 2021, our sponsor transferred 115,000 Class B ordinary shares to each of our three independent directors.

On September 27, 2021, certain of our initial shareholders surrendered, for no consideration, an aggregate of 2,268,893 Class B ordinary shares.

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

As of the date of our initial public offering, our sponsor held 5,619,077 Class B ordinary shares.

The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the issued and outstanding shares upon completion of our initial public offering.

The underwriters exercised their full over-allotment on October 22, 2021.

The founder shares (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

Our sponsor purchased an aggregate of 11,240,000 private placement warrants for a purchase price of $1.00 per whole warrant in a private placement that occurred simultaneously with the closing of our initial public offering.

Each private placement warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustment.

The private placement warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination.

As more fully discussed in the section of this Report entitled “Item 10.

2 unchanged sentences

We currently maintain our executive offices at 5956 Sherry Lane, Suite 1400, Dallas, Texas 75225.

The cost for our use of this space is included in the $10,000 per month fee we will pay to an affiliate of our sponsor for office space, administrative and support services, commencing on the date that our securities are first listed on the Nasdaq.

The cost for our use of this space is included in the $10,000 per month fee we pay to an affiliate of our sponsor for office space, administrative and support services, (which is accrued in “Due to related party”).

No compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, officers and directors, or their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination.

2 unchanged sentences

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Prior to the consummation of our initial public offering, our sponsor agreed to loan us up to $300,000 related to our initial public offering.

This loan was non-interest bearing, unsecured and due at the earlier of December 31, 2021 and the closing of our initial public offering.

On April 27, 2021, our sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses of our initial public offering.

We borrowed a total of $262,268.

This loan was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of our initial public offering.

The loan was to be repaid upon the closing of our initial public offering out of the offering proceeds not held in the trust account.

In connection with the closing of our initial public offering, we paid down $90,922 of the outstanding balance.

As of December 31, 2021, we had $171,346 outstanding under the promissory note.

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

In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

5 unchanged sentences

We do not expect to seek loans from parties other than our sponsor, its affiliates or our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

If we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, but are not obligated to, extend the period of time to consummate a business combination by an additional three months on two separate occasions (for a total of up to 21 months to complete a business combination).

Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement entered into between us and Continental Stock Transfer & Trust Company on the date of our initial public offering, in order to extend the time available for us to consummate our initial business combination, we, upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each three month extension (of which there may be no more than two such extensions) $2,760,000 ($0.10 per share), on or prior to the date of the applicable deadline.

If we anticipate that we may not be able to consummate our initial business combination within 18 months, we may, but are not obligated to, extend the period of time to consummate a business combination by an additional one month on six separate occasions (for a total of up to 24 months, to complete a business combination).

Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement entered into between us and Continental Stock Transfer & Trust Company on the date of our initial public offering, in order to extend the time available for us to consummate our initial business combination, we, upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each one month extension (of which there may be no more than six such extensions) the lesser of $140,000 or $0.04 for each Class A ordinary share that is then-outstanding, on or prior to the date of the applicable deadline.

Any such payments would be funded from the proceeds of a non-interest bearing loan between our sponsor and us.

2 unchanged sentences

The letter agreement with our initial shareholders contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans in the event that we do not complete a business combination.

In the event that we determine to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline.

In the event that we determine to effect an extension, we intend to issue a press release announcing such intention at least five days prior to the applicable deadline.

In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited.

6 unchanged sentences

Policy for Approval of Related Party Transactions

The audit committee of our board of directors will adopt a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee.

The audit committee of our board of directors has adopted a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee.

At its meetings, the audit committee shall be provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction, and the benefits of the transaction to the company and to the relevant related party.

10 unchanged sentences

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements, reviews of our quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

The aggregate fees billed by BDO for audit fees, inclusive of required filings with the SEC for the period from April 19, 2021 (inception) through December 31, 2021, and of services rendered in connection with our initial public offering, totaled $228,650.

The aggregate fees billed by BDO for audit fees, inclusive of required filings with the SEC for the year ended December 31, 2022 and for the period from April 19, 2021 (inception) through December 31, 2021, and of services rendered in connection with our initial public offering, totaled $85,300 and $239,750, respectively.

Audit-Related Fees.

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards We did not pay BDO any audit-related fees during the period from April 19, 2021 (inception) through December 31, 2021.

We did not pay BDO any audit-related fees during the year ended December 31, 2022 and for the period from April 19, 2021 (inception) through December 31, 2021.

Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

We did not pay BDO any tax fees during the period from April 19, 2021 (inception) through December 31, 2021.

We did not pay BDO any tax fees during the year ended December 31, 2022 and for the period from April 19, 2021 (inception) through December 31, 2021.

All Other Fees.

All other fees consist of fees billed for all other services.

We did not pay BDO any other fees during the period from April 19, 2021 (inception) through December 31, 2021.

We did not pay BDO any other fees during the year ended December 31, 2022 and for the period from April 19, 2021 (inception) through December 31, 2021.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

1 unchanged sentence

(1) Financial Statements:

Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” on page F-1.

Our financial statements are listed in the “Index to Financial Statements” on page F-1.

(2) Financial Statement Schedules:

2 unchanged sentences

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 25, 2021) .

Description of the Registrant’s Securities.

Amendment to the Amended and Restated Articles of Association (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 20, 2023)

Description of the Registrant’s Securities (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed on April 1, 2022).

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2021).

11 unchanged sentences

Letter Agreement between the Registrant, the Sponsor and each director of the Registrant (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on October 25, 2021).

Consent of BDO USA, LLP.

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

6 unchanged sentences

FORM 10–K SUMMARY.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized

ESGEN ACQUISITION CORPORATION

4 unchanged sentences

Each person whose signature appears below constitutes and appoints Andrea Bernatova and Nader Daylami, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on April 1, 2022.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on March 31, 2023.

/s/ Andrea Bernatova

Chief Executive Officer (Principal Executive

Chief Executive Officer (Principal Executive Officer)

Andrea Bernatova

8 unchanged sentences

ESGEN ACQUISITION CORPORATION

INDEX TO FINANCIAL STATEMENTS

FINANCIAL STATEMENT S

Report of Independent Registered Public Accounting Firm ( BDO USA, LLP , New York, NY , PCAOB ID# 243 )

Balance Sheet

Statement of Operations

Statement of Changes in Shareholders’ Deficit

Statement of Cash Flows

Balance Sheets

Statements of Operations

Statements of Changes in Redeemable Ordinary Shares and Shareholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

F - 7 to F - 21

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

1 unchanged sentence

ESGEN Acquisition Corporation

New York, New York

Dallas, Texas

Opinion on the Financial Statements

We have audited the accompanying balance sheet of ESGEN Acquisition Corporation (the “Company”) as of December 31, 2021, the related statements of operations, changes in shareholders’ deficit, and cash flows for the period from April 19, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from April 19, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets of ESGEN Acquisition Corporation (the “Company”) as of December 31, 2022, and 2021, the related statements of operations, changes in redeemable ordinary shares and shareholders’ deficit, and cash flows for the year ended December 31, 2022 and for the period from April 19, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022, and for the period from April 19, 2021 (inception) through December 31, 2021 ,

in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, as of December 31, 2021, the Company does not have sufficient cash and working capital to sustain its operations and the Company’s ability to execute its business plan is dependent upon its completion of the proposed initial public offering described in Note 3 to the financial statements.

As discussed in Note 1 to the financial statements, the Company does not have sufficient cash and working capital to sustain its operations and the Company’s ability to execute its business plan is dependent upon its completion of the proposed business combination described in Note 1 to the financial statements.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Notes 1 and 3.

Management’s plans in regard to these matters are also described in Note 1.

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

1 unchanged sentence

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit , we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ BDO USA, LLP

We have served as the Company’s auditor since 2021.

March 31, 2023

New York, New York

April 1, 2022

ESGEN ACQUISITION CORPORATION

BALANCE SHEET

DECEMBER 31, 2021

BALANCE SHEETS

Prepaid expense

8 unchanged sentences

Warrant liabilities

Deferred underwriters' discount

Deferred underwriter’s fee payable

Total liabilities

Commitment and Contingencies (Note 7)

Commitment and Contingencies

Class A ordinary shares subject to possible redemption, $ 0.0001 par value;

27,600,000 shares at a redemption value of $ 10.20

27,600,000 shares at a redemption value

of $ 10.34 and $ 10.20 , respectively

Shareholders’ Deficit:

Preferred share, $ 0.0001 par value;

Preferred share s

, $ 0.0001 par value;

1,000,000 shares authorized;

none issued or outstanding

Class A ordinary share, $ 0.0001 par value;

no ne issued or outstanding

Class A share s

, $ 0.0001 par value;

250,000,000 shares authorized;

none issued or outstanding (excluding 27,600,000 shares subject to possible redemption)

Class B ordinary share, $ 0.0001 par value;

no ne issued or outstanding (excluding 27,600,000 shares subject to possible redemption)

Class B share s

, $ 0.0001 par value;

25,000,000 shares authorized;

1 unchanged sentence

Accumulated deficit

( 22,341,250 )

Total shareholders’ deficit

( 22,340,560 )

Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit

1 unchanged sentence

ESGEN ACQUISITION CORPORATION

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM APRIL 19, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

Formation and operating costs

STATEMENTS OF OPERATIONS

For the Period

from April 19,

Legal and professional fees

Other operating costs

Operating cost—related party

1 unchanged sentence

Other income (expense):

Interest income on marketable securities held in Trust Account

Change in fair value of warrant liabilities

Change in fair value of warrants liabilities

Investment income on marketable securities held in Trust Account

Warrant issuance costs

Total other income

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

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

Basic and diluted weighted average shares outstanding, Class B ordinary share

Basic and diluted net loss per ordinary share, Class B ordinary share

Total other income, net

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

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 (loss) per share, Class B

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

ESGEN ACQUISITION CORPORATION

STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

STATEMENTS OF CHANGES IN REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2022 AND

FOR THE PERIOD FROM APRIL 19, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

Ordinary share

subject to possible redemption

Ordinary share subject to possible

Ordinary share

3 unchanged sentences

Sale of founder shares to Salient Client Accounts

Proceeds of public offering (net of allocations and costs)

Excess proceeds over fair value of private warrants

Proceeds of public offering (net of

allocations and costs)

Excess proceeds over fair value of private

Accretion of ordinary share subject to possible redemption

( 1,290,608 )

( 31,801,513 )

( 33,092,121 )

Balance as of December 31, 2021

1 unchanged sentence

( 22,340,560 )

Accretion of ordinary shares subject to possible redemption

Balance as of December 31, 2022

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

ESGEN ACQUISITION CORPORATION

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM APRIL 19, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

STATEMENTS OF CASH FLOWS

For the year ended

For the Period

From April 19,

2021 (Inception)

Cash flows from operating activities:

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

Formation and operating costs paid by Sponsor

Interest earned on cash held in Trust Account

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

Formation and operating costs paid by the Sponsor

Change in fair value of warrant liabilities

( 10,944,240 )

Warrant issuance costs

Changes in operating assets and liabilities:

Prepaid assets

Accrued expenses

Prepaid expenses

Accrued offering costs and expenses

Due to related party

Net cash used in operating activities

Net cash provided by (used in) operating activities

Cash Flows from Investing Activities:

1 unchanged sentence

( 281,520,000

Reinvestment of marketable securities held in Trust Account

Net cash used in investing activities

1 unchanged sentence

Cash flows from financing activities:

Proceeds from initial public offering,net of underwriters' discount

Proceeds from initial public offering, net of underwriters fees payable

Proceeds from sale of founder shares to Salient Client Accounts

Proceeds from private placement warrants

Repayment of a loan to related party

Repayment of a loan from related party

Payment of other offering costs

4 unchanged sentences

Supplemental disclosure of cash flow information:

Deferred underwriting fee charged to additional paid-in capital

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

Deferred underwriting fee

Deferred offering cost included in accrued offering costs and expenses

Deferred offering costs paid by Sponsor through issuance of promissory note to Sponsor

Deferred offering cost paid by Sponsor in exchange for issuance of founder shares

Deferred offering costs paid through issuance of promissory note

Formation and operating costs paid by Sponsor through issuance of promissory note

Deferred offering cost paid by Sponsor in exchange for issuance of founder shares

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

4 unchanged sentences

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

The Company has not selected any Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target.

The Company has not selected any Business Combination target.

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

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

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

All activity for the period from April 19, 2021 (inception) through December 31, 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.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering (as defined below).

The Company has selected December 31 as its fiscal year end.

The Company will generate non-operating

income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering (as defined below).

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

The registration statement for the Company’s IPO was declared effective on October 19, 2021 (the “Effective Date”).

On October 22, 2021, the Company consummated its IPO of 27,600,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) at $ 10.00 per Unit (which included the full exercise of the underwriters’ over-allotment option), which is discussed in Note 3 (the “Public Offering”) and the sale of 14,040,000 warrants (the “Private Placement Warrants”) each exercisable to purchase one Class A ordinary share at $ 11.50 per share, at a price of $ 1.00 per Private Placement Warrant in a private placement to the Sponsor that closed simultaneously with the Public Offering.

The registration statement for the Company’s IPO was declared effective on October 19, 2021.

On October 22, 2021, the Company consummated its IPO of 27,600,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) at $ 10.00 per Unit (which included the full exercise of the underwriters’ over-allotment option), which is discussed in Note 3 and the sale of 14,040,000 warrants (the “Private Placement Warrants”) each exercisable to purchase one Class A ordinary share at $ 11.50 per share, at a price of $ 1.00 per Private Placement Warrant in a private placement to the Sponsor that closed simultaneously with the Public Offering.

Transaction costs amounted to $ 16,138,202 consisting of $ 5,520,000 of underwriting commissions, $ 9,660,000 of deferred underwriting commissions and $ 958,202 of other cash offering costs.

3 unchanged sentences

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.

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

government treasury obligations.

Except with respect to interest or other income earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from the Public Offering and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company does not complete its initial Business Combination within 15 months (unless otherwise

extended as described in the prospectus) from the closing of this offering (the “Combination Period”) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (c) the redemption of the public shares if the Company has not consummated the Business Combination within Combination Period, subject to applicable law.

Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within Combination Period, with respect to such Class A ordinary shares so redeemed.

1 unchanged sentence

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.

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 a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay 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.

The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters.

The ordinary shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The Company will have 15 months (unless otherwise extended as described in the prospectus) from the closing of the Public Offering to consummate the initial Business Combination.

The ordinary shares subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The Company has until April 22, 2023, with the extension as described below, to consummate the initial Business Combination.

If the Company has not consummated the initial Business Combination within the Combination Period, the Company will:

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

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its 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);

o $ 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.

On January 18, 2023, the Company’s shareholders voted to amend the Company’s amended and restated memorandum and articles of association (the “Extension Proposal”) to extend from January 22, 2023 to April 22, 2023 (the “Extended Date”) the date (the “Termination Date”) by which the Company must mandatorily liquidate the Company.

In connection with the vote to approve the Extension Proposal, the holders of 24,703,445 Class A ordinary shares of ESGEN properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.35 per share, for an aggregate redemption amount of $ 255,875,757 .

Additionally, in the event that the Company has not consummated an initial business combination by the Extended Date, the Board may extend the Termination Date up to six times, each by one additional month (for a total of up to six additional months to complete a business combination) (each, an “Additional Extension Date”), provided that the Company deposits into the Trust Account for each Additional Extension Date the lesser of (a) $ 140,000 or (b) $ 0.04 for each Public Share that is then-outstanding.

The Sponsor 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;

(ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company does not complete its initial Business Combination within 15 months from the closing of the Public Offering (or up to 21 months, if we extend the time to complete a business combination) or (B) with respect to any other provision relating to the rights of holders of the Company’s 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 initial business combination within Combination Period.

of the Trust Account if less than $ 10.00 per public share due to reductions in the value of the Trust Account, in each case net of the interest that may be withdrawn to pay the Company’s income tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $ 10.00 per public share due to reductions in the value of the Trust Account, in each case net of the interest that may be withdrawn to pay the Company’s income tax obligations, provided that such liability will not apply to any claims

by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

2 unchanged sentences

None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

COVID-19 Pandemic

In March 2020, the World Health Organization characterized the outbreak of the novel strain of coronavirus, specifically identified as COVID-19, as a global pandemic.

Risks and Uncertainties

In March 2020, the World Health Organization characterized the outbreak of the novel strain of coronavirus, specifically identified as COVID-19,

as a global pandemic.

This has resulted in governments enacting emergency measures to combat the spread of the virus.

3 unchanged sentences

The ultimate duration and magnitude of the impact and the efficacy of government interventions on the economy and the financial effect on the Company is not known at this time.

The extent of such impact will depend on future developments, which are highly uncertain and not in the Company’s control, including new information which may emerge concerning the spread and severity of COVID-19 and actions taken to address its impact, among others.

and actions taken to address its impact, among others.

The repercussions of this health crisis could have a material adverse effect on the Company’s business, financial condition, liquidity and operating results.

In response to COVID-19, the Company has implemented working practices to address potential impacts to its operations, employees and customers, and will take further measures in the future if and as required.

In response to COVID-19,

the Company has implemented working practices to address potential impacts to its operations, employees and customers, and will take further measures in the future if and as required.

At present, we do not believe there has been any appreciable impact on the Company specifically associated with COVID-19.

Liquidity and Capital Resources

As of December 31, 2021, the Company had cash of $ 1,323,903 and working capital of approximately $ 1,267,382 .

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.

In order to finance transaction costs in connection with a Business Combination, the Company's sponsor, an affiliate of the Company's sponsor or certain of the Company's officers and directors may, but are not obligated to, provide the Company Working Capital Loans.

As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans.

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 uncertainty.

The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia.

The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability.

In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses.

Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected.

Going Concern

As of December 31, 2021, the Company had $ 1,323,903 in cash held outside of the Trust Account and working capital of $ 1,267,382 .

The Company anticipates that the cash held outside of the Trust Account as of December 31, 2021 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 December 31, 2022, the Company had $ 614,767 in cash held outside of the Trust Account and owes $ 1,866,992 in accrued offering costs and expenses and an additional

$ 315,539 to related parties.

The Company anticipates that the cash held outside of the Trust Account as of December 31, 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 April 22, 2023 (as 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 April 22, 2023 (as extended), 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.

Note 2 — Significant Accounting Policies

4 unchanged sentences

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”).

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that 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.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

This may make comparison of the Company’s financial statements with another public company

which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

3 unchanged sentences

Accordingly, the actual results could differ significantly from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000.

The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Cash and Cash Equivalents

Cash Equivalents

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 $ 1,323,903 in cash and cash equivalents as of December 31, 2021.

The Company had no cash equivalents as of December 31, 2022 and 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

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 treasury obligations.

The Trust Account is intended as a holding place for funds pending the earliest to occur of:

(i) the completion of the initial Business Combination;

(ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100 % of the public shares if the Company does not complete the initial Business Combination within 15 months (unless otherwise extended as described in the prospectus) from the closing of the Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity;

or (iii) absent an initial Business Combination within 15 months (unless otherwise extended) from the closing of the Public Offering, the return of the funds held in the Trust Account to the public shareholders as part of redemption of the public shares.

Substantially all of the assets held in the Trust Account were held in U.S.

Money Market Funds.

The Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in Trust Account are included in investment income on marketable securities held in Trust Account in the accompanying statement of operations.

The estimated fair values of investments held in Trust Account are determined using available market information.

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 ASC Topic 340-10-S99-1

“Other Assets and Deferred Costs,” and 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.

Offering costs are charged against the carrying value of the ordinary shares or the statements 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.

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.

Fair Value Measurement

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

Fair value is defined as the price that would be received for sale of an asset o r paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the

inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

6 unchanged sentences

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

The Company’s derivative instruments are recorded at fair value on the balance sheet with changes in the fair value reported in the statements of operations.

Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The Company’s derivative instruments are recorded at fair value on the balance sheet with changes in the fair value reported in the statement s

of operations.

Derivative assets and liabilities are classified on the balance sheets as current or non-current

based on whether or not net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

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 ASC Topic 815-40

and ASC Topic 480.

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.

With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

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.

With each such re-measurement,

the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations.

Net Income (loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “ Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

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

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

2 unchanged sentences

With respect to the accretion of Class A ordinary shares subject to possible redemption, the Company treated accretion in the same manner as a dividend, paid to the shareholder in the calculation of the net income (loss) per ordinary share.

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

For the period

from April 19, 2021

(inception) through

December 31, 2021

Accretion of temporary equity to redemption value

( 33,092,121 )

Net loss including accretion of temporary equity to redemption value

( 23,631,858 )

For the period from

The earnings per share presented in the statements of operations is based on the following:

April 19, 2021

(inception) through

December 31, 2021

Accretion of temporary equity to redemption value

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

Year Ended December 31, 2022

For the Period from April 19,

2021 (Inception)

Through December 31, 2021

Basic and diluted net income (loss) per share

Allocation of net loss including accretion of temporary equity

( 18,310,230 )

( 5,321,628 )

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

Allocation of accretion of temporary equity to redemption value

Allocation of loss

( 5,321,628 )

Allocation of net income (loss)

Weighted-average shares outstanding

Basic and diluted loss per share

Basic and diluted net income (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.

1 unchanged sentence

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its shares of Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value.

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480.

Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

1 unchanged sentence

The Company’s Class A ordinary shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

The Company has made a policy election in accordance with ASC 480-10-S99-3A and will recognize changes in redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) immediately as they occur.

As of December 31, 2021, the Company recorded accretion of $ 1,290,608 in additional paid-in capital and $ 31,801,513 was recorded in accumulated deficit.

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

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

The Company has made a policy election in accordance with ASC 480-10-S99-3A

and will recognize changes in redemption value in additional paid-in

capital (or accumulated deficit in the absence of additional paid-in

capital) immediately as they occur.

The Company recorded accretion of $ 3,986,568 in accumulated deficit for the year ended December 31, 2022 and for the period from April 19, 2021 (inception) through December 31, 2021, the Company recorded accretion of $ 1,290,608 in additional paid-in

capital and $ 31,801,513 was recorded in accumulated deficit.

The Company accounts for income taxes under ASC Topic 740, “Income Taxes”.

ASC Topic 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC Topic 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

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 December 31, 2021.

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

As of December 31, 2022 and 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.

taxation could be imposed if the Company is engaged in a U.S.

trade or business.

The Company is not expected to be treated as engaged in a U.S.

trade or business at this time.

Additionally, given the nature of the investment income generated from the funds held in the Trust Account, it is not subject to tax withholdings in the U.S.

Moreover, the Company determined that no income tax liability would arise from any other jurisdictions outside of the Cayman Islands.

Consequently, income taxes are not reflected in the Company’s financial statements.

Recent Accounting Pronouncements

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

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

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06,

“Debt—Debt with Conversion and Other Options (Subtopic 470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)”,

(“ASU2020-06”)

to simplify accounting for certain financial instruments.

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

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

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

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

The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

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

amends the diluted earnings per share guidance, including the requirement to use the if-converted

method for all convertible instruments.

As a smaller reporting company, ASU2020-06

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 ASU2020-06

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

The Company has not adopted this guidance as of December 31, 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 statements.

Note 3 — Public Offering

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

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

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

Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share.

All of the 27,600,000 Class A ordinary shares 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 the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity"

and with the 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 shares subject to redemption to be classified outside of permanent equity.

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

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

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

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

The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

As of December 31, 2021, the ordinary shares reflected on the balance sheet are reconciled in the following table:

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

capital and accumulated deficit.

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

Gross proceeds

Proceeds allocated to Public Warrants

( 12,144,000 )

Class A ordinary share issuance costs

( 15,428,121 )

Accretion of carrying value to redemption value

Class A ordinary shares subject to possible redemption

Class A ordinary shares subject to possible redemption as of December 31, 2021

Accretion of carrying value to redemption value

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

Note 4 — Private Placement

The Sponsor purchased 11,240,000 warrants, which included the underwriters’ exercise of the full over-allotment option (the “Private Placement Warrants”), each exercisable to purchase one Class A ordinary share at $ 11.50 per share, subject to adjustment, at a price of $ 1.00 per warrant and $ 11,240,000 in the aggregate, in a private placement which occurred concurrently with the closing of the Public Offering.

Additionally Salient Capital Advisors, LLC, acting in its capacity as investment advisor on behalf of one or more client accounts (“Salient Client Accounts”) has purchased 2,800,000 warrants on the same terms as the Sponsor in a private placement which occurred concurrently with the closing of the Public Offering.

The Sponsor purchased 11,240,000 warrants, which included the underwriters’ exercise of the full over-allotment option (the “Private Placement Warrants”), each exercisable to purchase one Class A ordinary share at $ 11.50 per share, subject to adjustment, at a price of $ 1.00 per warrant and $ 11,240,000 in the aggregate, in a private placement that occurred concurrently with the closing of the Public Offering.

Additionally, Salient Capital Advisors, LLC, acting in its capacity as investment advisor on behalf of one or more client accounts (“Salient Client Accounts”) purchased 2,800,000 warrants on the same terms as the Sponsor in a private placement that occurred concurrently with the closing of the Public Offering.

The private placement resulted in an aggregate of 14,040,000 warrants and $ 14,040,000 in proceeds, a portion of which was placed in the Trust account.

7 unchanged sentences

On September 10, 2021, the Sponsor transferred 115,000 Class B ordinary shares to each of its three independent directors.

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 .

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 December 31, 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).

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.

3 unchanged sentences

The Company borrowed a total of $ 262,268 .

This loan was non-interest bearing, unsecured and are due at the earlier of December 31, 2021 or the closing of the Public Offering.

This loan was non-interest

bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the Public Offering.

The loan was to be repaid upon the closing of the Public Offering out of the offering proceeds not held in the Trust Account.

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

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

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

As of December 31, 2022 and 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 December 31, 2021, the Company had incurred $ 24,193 pursuant to this agreement, which was accrued in "Due to related party".

Through the earlier of consummation of the initial Business Combination and the liquidation, the Company incurs

$ 10,000 per month for office space, utilities, secretarial support and administrative services provided by the Sponsor.

For the year ended December 31, 2022 and for the period from April 19, 2021 (inception) through December 31, 2021, the Company has incurred

$ 120,000 and $ 24,193 , respectively.

No amounts have been paid for these services.

As of December 31, 2022 and 2021, the Company reported on the balance sheets $ 120,000 and $ 24,193 , respectively, pursuant to this agreement, in “Due to related party”.

Note 6 — Prepaid Expenses

The Company’s prepaid expenses as of December 31, 2021 consisted of expenses for which the Company paid in advance and were comprised as follows:

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

December 31, 2022

December 31, 2021

Prepaid insurance

Other Prepaid Items

Other prepaid expenses

Note 7 — Commitments & Contingencies

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.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination.

However, the registration and expected shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares issuable upon exercise of the private placement warrants, 30 days after the completion of the initial Business Combination.

period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the private placement warrants and the respective Class A

ordinary shares issuable upon exercise of the private placement warrants, 30 days after the completion of the initial Business Combination.

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

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.

2 unchanged sentences

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

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 -trading 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.

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.

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.

2 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

The Company granted the underwriters a 45-day option to purchase up to 3,600,000 additional Units to cover any over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions.

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 commission.

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

The underwriters earned an underwriting discount of two percent ( 2 %) of the gross proceeds of the Public Offering, of $ 5,520,000 , which was paid in cash at closing of the offering .

Additionally, the underwriters are entitled to a deferred underwriting discount of 3.5 % of the gross proceeds of the Public Offering upon the completion of the Company’s initial Business Combination.

The underwriters earned an underwriting commission of two percent

( 2 %) of the gross proceeds of the Public Offering, or $ 5,520,000 , which was paid in cash at closing of the offering.

Additionally, the underwriters are entitled to a deferred underwriting commission

of 3.5 % of the gross proceeds of the Public Offering upon the completion of the Company’s initial Business Combination.

Note 8 — Warrant Liabilities

The Company accounts for the 27,840,000 warrants issued in connection with the Public Offering ( 13,800,000 Public Warrants and 14,040,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40.

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

1 unchanged sentence

This liability is subject to remeasurement at each balance sheet date.

With each such remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operation.

With each such remeasurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations.

Public Warrants

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein.

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 the 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 adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 ” 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 adjacent to the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 10.00 ” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

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 the 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 adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 ” 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 adjacent to the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 10.00 ” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

5 unchanged sentences

The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 .

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $ 18.00

Once the warrants become exercisable, the Company may redeem not less than all of the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

2 unchanged sentences

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.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 10.00 .

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.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $ 10.00

Once the warrants become exercisable, the Company may redeem not less than all of the outstanding warrants:

1 unchanged sentence

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;

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

If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the Public Offering.

Any amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants will require a vote of holders of at least 50% of the number of the then outstanding Private Placement Warrants.

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.

With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company's statement of operations.

With each such re-measurement,

the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The Company will reassess the classification at each balance sheet date.

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.

Note 9 - Derivative Financial Instruments

The Company accounts for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity.

Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as a derivative liability.

Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, 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 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.

Note 9 — Recurring Fair Value Measurements

As of December 31, 2022 and 2021, investments held in the Trust Account are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

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 liabilities is classified within Level 1 of the fair value hierarchy.

At December 31, 2022, the Company considers the Private Warrants to be economically equivalent to the Public Warrants.

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

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

At December 31, 2021, the Company’s Private Warrant liabilities 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.

Public warrant liabilities

Private warrant liabilities

Total warrant liabilities

The estimated fair value of the warrant liability for the private warrants at 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.

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

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

December 31, 2022

Marketable securities held in Trust Account

Public Warrants

Private Warrants

Total liabilities

December 31, 2021

Marketable securities held in Trust Account

Public Warrants

Private Warrants

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:

Warrant liability – initial measurement

Warrant liabilities – initial measurement

Chang e in fair value of warrant liabilities

Transfer to Level 1

Warrant liabilities at December 31, 2021

Change in fair value of warrant liabilities

( 5,700,240 )

( 5,244,000 )

( 10,944,240 )

Transfer to Level 2

( 6,900,000 )

Warrant liabilities at December 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 December 31, 2021 and October 22, 2021, the date of initial public offering.

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 during the period April 19, 2021 (Inception) through December 31, 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 during the year ended December 31, 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,

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 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

October 22, 2021

Exercise price

1 unchanged sentence

Expected volatility

Note 10 — Shareholder’s 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 December 31, 2021, there were no preference shares issued or outstanding .

Class 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 December 31, 2021, there were no Class A ordinary shares issued or outstanding , excluding 27,600,000 shares subject to possible redemption.

Class B ordinary shares — The Company is authorized to issue 25,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

Note 10 — Shareholders’ 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 December 31, 2022 and 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 December 31, 2022 and 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 deficit section of our balance sheets.

B ordinary shares

—The Company is authorized to issue 25,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

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

As of 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.

As of December 31, 2022 and 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 underwriter’s 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.

The underwriters exercised their full over-allotment on October 22, 2021.

1 unchanged sentence

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.

This is different than some other similarly structured blank check companies in which the initial shareholders will only be issued an aggregate of 20 % of the total number of shares to be outstanding prior to the initial Business Combination.

Note 11 — Subsequent Events

redemption amount of $ 255,875,757

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-K

Item 9A. Controls and Procedures