The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Special Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors" and elsewhere in this Annual Report on Form 10-K.

Overview

We are a blank check company incorporated on December 10, 2020 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination target in any industry, we intend to focus our search on companies in the technology sector, primarily in Latin America. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

The issuance of additional shares in connection with a business combination to the owners of the target or other investors:



    •    may significantly dilute the equity interest of investors in this
         offering, 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 Class A ordinary shares if
         preferred shares are issued with rights senior to those afforded our
         Class A ordinary shares;



    •    could cause a change in control if a substantial number of our Class A
         ordinary shares are issued, which may affect, among other things, our
         ability to use our net operating loss carry forwards, if any, and could
         result in the resignation or removal of our present officers and
         directors;



    •    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; and



    •    may adversely affect prevailing market prices for our Class A ordinary
         shares and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, 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 security is payable on demand;



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



  • our inability to pay dividends on our Class A 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 Class A ordinary shares if declared, 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.



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We expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.

Results of Operations

Our entire activity since inception up to December 31, 2021, relates to our formation, the Initial Public Offering and, since the closing of the Initial Public Offering, a search for a Business Combination candidate. We will not be generating any operating revenues until the closing and completion of our initial Business Combination, at the earliest.

For the year ended December 31, 2021, we had net loss of $2,103,788, which consisted of $2,301,149 in formation and operating costs and $568,614 in offering costs allocated to warrants, offset by $55,287 in interest earned on investment held in the Trust Account and $710,688 in change in fair value of derivative warrant liabilities.

For the period from December 10, 2020 (inception) through December 31, 2020, we had net loss of $51,116, which consisted of $51,116 in formation and operating costs.

Liquidity and Capital Resources

As of December 31, 2021, we had approximately $0.4 million in our operating bank account, and working capital deficit of approximately $0.4 million.

Our liquidity needs up to February 23, 2021 were satisfied through payment from the Sponsor of $25,000 to cover our certain offering costs in exchange for the issuance of the founder shares, the loan under an unsecured promissory note from the Sponsor of $170,000, and payment of our certain costs of $18,694 by our officer. We repaid the promissory note and the amount due to the officer in full in February 2021. Subsequent to the consummation of the Initial Public Offering and Private Placement, our liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account.

In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans. To date, there $150,000 outstanding under any Working Capital Loans.

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 this filing. 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.

Critical Accounting Policies and Estimates

The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. We have identified the following as our critical accounting policies:

Derivative Financial Instruments



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". Derivative instruments
are recorded at fair value on the grant date and
re-valued
at each reporting date, 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 has determined the warrants are a derivative
instrument.

Ordinary Shares Subject to Possible Redemption



The Company accounts for its Class A ordinary shares subject to possible
redemption in accordance with the guidance in Accounting Standards Codification
("ASC") Topic
480-10-S99
"Classification and Measurement of Redeemable Securities." Conditionally
redeemable ordinary shares (including ordinary shares that features redemption
rights that is either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the Company's control)
is classified as temporary equity. At all other times, ordinary shares are
classified as shareholders' deficit. The Company's Class A ordinary shares
feature certain redemption rights that are considered to be outside of the
Company's control and subject to occurrence of uncertain future events.
Accordingly, at December 31, 2021, Class A ordinary shares subject to possible
redemption is presented at redemption value as temporary equity, outside of the
shareholders' deficit section of the Company's balance sheet.

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Net Loss Per Ordinary Share

The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 18,500,000 potential ordinary shares for outstanding warrants to purchase the Company's shares were excluded from diluted earnings per share for the year ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods.

Off-Balance

Sheet Arrangements



As of December 31, 2021, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii)of Regulation
S-K.

JOBS Act



The JOBS Act contains provisions that, among other things, relax certain
reporting requirements for qualifying public companies. We will qualify as an
"emerging growth company" and under the JOBS Act will be allowed to comply with
new or revised accounting pronouncements based on the effective date for private
(not publicly traded) companies. We are electing to delay the adoption of new or
revised accounting standards, and as a result, we may not comply with new or
revised accounting standards on the relevant dates on which adoption of such
standards is required for
non-emerging
growth companies. As a result, our financial statements may not be comparable to
companies that comply with new or revised accounting pronouncements as of public
company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company," we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an independent registered public accounting firm's
attestation report on our system of internal controls over financial reporting
pursuant to Section 404, (ii) provide all of the compensation disclosure that
may be required of
non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer
Protection Act, (iii) comply with any requirement that may be adopted by the
PCAOB regarding mandatory audit firm rotation or a supplement to the report of
the independent registered public accounting firm providing additional
information about the audit and the financial statements (auditor discussion and
analysis), and (iv) disclose certain executive compensation related items such
as the correlation between executive compensation and performance and
comparisons of the CEO's compensation to median employee compensation. These
exemptions will apply for a period of five years following the completion of
this offering or until we are no longer an "emerging growth company," whichever
is earlier.

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