Special Note Regarding Forward-Looking Statements

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this annual report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a newly incorporated blank check company, incorporated on March 5, 2021, as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. We have not selected any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of our IPO and the sale of the private placement warrants, our shares, debt or a combination of cash, shares and debt.

The issuance of additional ordinary shares or preference shares in a business combination:



•    may significantly dilute the equity interest of investors in our IPO, which
     dilution would increase if the anti-dilution provisions in the Class B
     ordinary shares resulted in the issuance of Class A ordinary shares on a
     greater than
     one-to-one
     basis upon conversion of the Class B ordinary shares;



•    may subordinate the rights of holders of ordinary shares if preference shares
     are issued with rights senior to those afforded our ordinary shares;



•    could cause a change of control if a substantial number of our ordinary
     shares is issued, which result in the resignation or removal of our present
     directors and officers;



•    may have the effect of delaying or preventing a change of control of us by
     diluting the share ownership or voting rights of a person seeking to obtain
     control of us;



•    may adversely affect prevailing market prices for our units, ordinary shares
     and/or warrants; and



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• may not result in adjustment to the exercise price of our warrants.

Similarly, if we issue debt or otherwise incur significant indebtedness, it could result in:



•    default and foreclosure on our assets if our operating revenues after an
     initial business combination are insufficient to repay our debt obligations;



•    acceleration of our obligations to repay the indebtedness even if we make all
     principal and interest payments when due if we breach certain covenants that
     require the maintenance of certain financial ratios or reserves without a
     waiver or renegotiation of that covenant;



•    our immediate payment of all principal and accrued interest, if any, if the
     debt is payable on demand;



•    our inability to obtain necessary additional financing if the debt contains
     covenants restricting our ability to obtain such financing while the debt is
     outstanding;



•   our inability to pay dividends on our ordinary shares;



•    using a substantial portion of our cash flow to pay principal and interest on
     our debt, which will reduce the funds available for dividends on our ordinary
     shares, expenses, capital expenditures, acquisitions and other general
     corporate purposes;



•    limitations on our flexibility in planning for and reacting to changes in our
     business and in the industry in which we operate;



•    increased vulnerability to adverse changes in general economic, industry and
     competitive conditions and adverse changes in government regulation; and



•    limitations on our ability to borrow additional amounts for expenses, capital
     expenditures, acquisitions, debt service requirements, execution of our
     strategy and other purposes and other disadvantages compared to our
     competitors who have less debt.

Results of Operations and Known Trends or Future Events



We have neither engaged in any operations nor generated any revenues to date.
Our only activities since inception have been organizational activities and
those necessary to prepare for our IPO. Following our IPO, we will not generate
any operating revenues until after completion of our initial business
combination. We will generate
non-operating
income in the form of interest income on cash and cash equivalents after our
IPO. There has been no significant change in our financial or trading position
and no material adverse change has occurred since the date of our audited
financial statements. After our IPO, we expect to incur increased expenses as a
result of being a public company (for legal, financial reporting, accounting and
auditing compliance), as well as for due diligence expenses. We expect our
expenses to increase substantially after the closing of our IPO.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through December 31, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, the Company's search for a target business with which to complete a Business Combination and activities in connection with the proposed Transactions. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of interest income on marketable securities. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.



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For the period ended December 31, 2021, we had a net loss of $2,633,699, which consists of formation and operating costs of $279,246, unrealized gain on marketable securities held in the Trust Account of $20,844, transaction costs allocated to derivative warrant liability of $396,497, and a loss from the change in fair value of derivative warrant liabilities of $1,978,800.

Liquidity and Capital Resources

Until the consummation of the Initial Public Offering, the Company's only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from our Sponsor.

On October 22, 2021, we consummated the Initial Public Offering of 20,000,000 shares, at a price of $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 8,000,000 Private Placement Warrants to the Sponsor at a price of $1.00 per warrant, generating gross proceeds of $8,000,000. On November 15, 2021, the underwriters exercised their overallotment option to purchase 3,000,000 ordinary shares and 1,500,000 public warrants, at a price of $10.00 per Unit, generating gross proceeds of $30,000,000. Also on November 15, 2021, we consummated additional sale of 900,000 Private Placement Warrants to the Sponsor at a price of $1.00 per warrant, generating gross proceeds of $900,000.

Following the Initial Public Offering and the sale of the Private Placement Warrants, a total of $232,300,000 was placed in the Trust Account. We incurred $21,834,402 in transaction costs, including $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $9,184,402 of other costs.

For the period ended December 31, 2021, cash used in operating activities was $839,514. Net loss of $2,633,699 was offset by, and changes in operating assets and liabilities, which used $603,036 of cash.

As of December 31, 2021, we had cash and marketable securities held in the Trust Account of $232,320,844. We may withdraw interest to pay our income taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete our Business Combination. To the extent that our share capital is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2021, we had cash of $503,204. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a 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. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant unit at the option of the lender. The warrants would be identical to the Private Placement Warrants.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Going Concern

On a routine basis, we assess going concern considerations in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 205-40 "Presentation of Financial Statements - Going Concern". As of December 31, 2021, we had $503,204 in our operating bank account, $511,695 of working capital, and $232,320,844 of securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem our ordinary shares in connection therewith. We believe 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 this filing. However there is a risk that our liquidity may not be sufficient. The Sponsor intends, but is not obligated to, provide us with Working Capital Loans to sustain operations in the event of a liquidity deficiency.

We have until October 22, 2023 to consummate a Business Combination. If a Business Combination is not consummated by this date and an extension is not requested by the Sponsor there will be a mandatory liquidation and subsequent dissolution of the Company. Uncertainty related to consummation of a Business Combination raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities to reflect a required liquidation after October 22, 2023.



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