References to the "Company," "
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Exchange Act. We have based these forward-looking statements
on our current expectations and projections about future events. These
forward-looking statements are subject to known and unknown risks, uncertainties
and assumptions about us that may cause our actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by such
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "should," "could," "would," "expect,"
"plan," "anticipate," "believe," "estimate," "continue," or the negative of such
terms or other similar expressions. Factors that might cause or contribute to
such a discrepancy include, but are not limited to, those described in our other
Overview
We are a blank check company incorporated on
Our Sponsor is
Our registration statement was declared effective on
Transaction costs related to our IPO and the exercise of the over-allotment
option amounted to
Following the closing of our IPO on
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shares if we have not consummated an initial Business Combination within 15 months from the closing of the IPO (or up to 18 months from the closing of our IPO if we extend the period of time to consummate a Business Combination) or (B) with respect to any other material provisions relating to shareholders' rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.
We will have until 15 months from the closing of the IPO to complete a Business
Combination. However, if we anticipate that we may not be able to consummate a
Business Combination within 15 months, we may extend the period of time to
consummate a Business Combination by an additional three months (for a total of
18 months to complete a Business Combination (the "Combination Period"). In
order to extend the time available for us to consummate a Business Combination,
our Sponsor or its affiliate or designees must deposit into the Trust Account
additional funds/
Our Sponsor has agreed that it will be liable to us if and to the extent any
claims by a third party for services rendered or products sold to us, or a
prospective target business with which we have entered into a written letter of
intent, confidentiality or other similar agreement or Business Combination
agreement, reduce the amount of funds in the Trust Account to below the lesser
of (i)
Results of Operations
As of
For the three months ended
Liquidity and Capital Resources
As of
Our liquidity needs up to
Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of a Business Combination or one year from the consummation of our IPO. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
20 Table of Contents Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic, rising
interest rates, inflation and the
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered
off-balance sheet arrangements as of
Contractual Obligations
We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.
Administrative Support Agreement
Commencing on
Registration Rights
The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans and extension 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 and extension loans) will have registration rights to require us to register a sale of any of our securities held by them pursuant to a registration and shareholder rights agreement that has been signed in conjunction with the consummation of our IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to our completion of the initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
Critical Accounting Policies
The preparation of unaudited condensed financial statements and related
disclosures in conformity with accounting principles generally accepted in
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Offering Costs Associated with IPO
Deferred offering costs consist of underwriter, accounting, filing and legal
expenses incurred through the balance sheet date that are directly related to
our IPO. Upon consummation, they were charged ratably to the underlying
instruments they related to on a relative fair value basis. If our IPO had
proved to be unsuccessful, these deferred costs, as well as additional expenses
to be incurred, would have been charged to operations. Offering costs amounted
to
Ordinary Class A Shares Subject to Possible Redemption
We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable 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 our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders' deficit. Our Class A ordinary shares sold in our IPO feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events.
We recognize changes in redemption value immediately as they occur and adjusts
the carrying value of redeemable ordinary shares to equal the redemption value
at the end of each reporting period. Such changes are reflected in additional
paid-in capital, or in the absence of additional capital, in accumulated
deficit. Accordingly, as of
Net Loss Per Ordinary Share
We apply the two-class method in calculating earnings per share. The contractual
formula utilized to calculate the redemption amount approximates fair value. The
Class feature to redeem at fair value means that there is effectively only one
class of shares. Changes in fair value are not considered a dividend for the
purposes of the numerator in the earnings per share calculation. Net loss per
ordinary share is computed by dividing the pro rata net loss between our Class A
ordinary shares and our Class B ordinary shares by the weighted average number
of shares of ordinary shares outstanding for each of the periods. The
calculation of diluted loss per share of ordinary shares does not consider the
effect of the warrants issued in connection with our IPO since the exercise of
the warrants is contingent upon the occurrence of future events and the
inclusion of such warrants would be anti-dilutive. As of
Recent Accounting Standards
In
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.
Inflation
We do not believe that inflation had a material impact on our business, revenues or operating results during the period presented.
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Emerging Growth Company Status
We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart our Business Startups Act of 2012, (the "JOBS Act"), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
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. We have 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 our unaudited condensed 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.
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