Overview

We are a blank check company incorporated on December 18, 2020 as a Cayman Islands exempted company 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. 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 placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to any forward purchase agreements or backstop agreements we may enter into), 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 or other sources.

The issuance of additional 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 Class A ordinary shares if
          preference 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;



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



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



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Similarly, if we issue debt or otherwise incur significant debt, 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 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.

As indicated in the accompanying financial statements, as of December 31, 2022, we had approximately $119,000 in our operating bank account. Further, 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 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 the 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 have incurred 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.

For the year ended December 31, 2022, we had net income of approximately $18.7 million, which consisted of approximately $8.4 million of income from investments held in the trust account and approximately $13.6 million of non-operating gain resulting from the change in fair value of derivative warrant liabilities, offset by approximately $3.4 million in general and administrative expenses.

For the year ended December 31, 2021, we had net income of approximately $26.0 million, which consisted of approximately $32,000 of income from investments held in the trust account and approximately $31.5 million of non-operating gain resulting from the change in fair value of derivative warrant liabilities, offset by approximately $3.4 million in general and administrative expenses, and approximately $1.8 million in offering costs associated with derivative warrant liabilities.



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Liquidity and Going Concern Considerations

As of December 31, 2022, the Company had approximately $119,000 in the operating bank account and working capital deficit of approximately $686,000.

The Company's liquidity needs through December 31, 2022 were satisfied through a contribution of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4), the loan of approximately $196,000 from the Sponsor under the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on February 25, 2021. In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of December 31, 2022 and 2021, there were $1,474,000 and $400,000 outstanding under the Working Capital Loans, respectively.

In connection with our assessment of going concern considerations in accordance with FASB ASU 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that the liquidity condition, the date for mandatory liquidation and dissolution raise substantial doubt about our ability to continue as a going concern through May 25, 2023, our scheduled liquidation date if we do not complete the business combination prior to such date. We intend to complete a business combination by May 25, 2023 but cannot guarantee such event. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 25, 2023.

Off-balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

As of December 31, 2022 and 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. 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 income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. As of December 31, 2022 and 2021, we did not have any critical accounting estimates to be disclosed.

JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an "emerging growth company" and under the JOBS Act are 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



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things, (i) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (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 auditor's report 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 principal executive officer's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an "emerging growth company," whichever is earlier.

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