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, those
necessary to prepare for our Initial Public Offering and identifying a target
company for our initial Business Combination. We do not expect to generate any
operating revenues until after completion of our initial Business Combination.
We generate
non-operating
income in the form of interest income on cash and cash equivalents held in the
Trust Account. We incur 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 period from January 27, 2021 (inception) through September 30, 2021, we had a net income of $6,692,179. We recorded a gain on the change in fair value of warrants of $8,689,999 and a change in value of over-allotment liability of $10,676, offset by $233,453 of offering costs allocated to warrants, $267,150 of stock compensation expense, and $1,518,441 of formation and operating costs consisting mostly of general and administrative expenses.

For the three months ended September 30, 2021, we had a net income of $3,519,558. We recorded a gain on the change in fair value of warrants of $4,620,000, offset by $1,103,855 of formation and operating costs consisting mostly of general and administrative expenses.



As a result of the restatement described in Note 2 to the financial statements
included herein, we have
re-evaluated
our application of ASC 718, "Compensation-Stock Compensation," and note that the
transfer of the Class B Ordinary shares is in the scope of ASC 718. We have, as
such, recorded compensation expense related to the Founders Shares within our
accompanying condensed financial statements.

In addition to our
re-evaluation
of ASC 718, we also
re-evaluated
our application of ASC 480, "Distinguishing Liabilities from Equity," for the
underwriter's over-allotment option, of which we recorded a liability and
changed in value of the over-allotment liability within the condensed financial
statements.

Furthermore, we have analyzed the impacts of deferred legal fees that were not
recorded in the original filing of the Form
10-Q
for the period ended September 30, 2021. These deferred legal fees have been
recorded and are presented within the financial statements of this quarterly
report.

Liquidity and Capital Resources

As of September 30, 2021, the Company had approximately $487,000 in its operating bank account, and working capital deficit of approximately $29,000. All remaining cash held in the Trust Account is generally unavailable for the Company's use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem Class A ordinary shares. As of September 30, 2021, none of the amount in the Trust Account was available to be withdrawn as described above.

Through September 30, 2021, the Company's liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares and the net 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, the Sponsor or an affiliate of the Sponsor, or certain of the officers and directors may, but are not obligated to, provide the Company with working capital loans. As of September 30, 2021, there were no amounts outstanding under any working capital loan.

Until consummation of our initial Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6 to our financial statements) from the initial shareholders, the Company's officers and directors, or their respective affiliates (which is described in Note 6 to our financial statements), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the initial Business Combination.


The Company does not believe it will need to raise additional funds in order to
meet the expenditures required for operating its business. However, if the
Company's estimates of the costs of undertaking
in-depth
due diligence and negotiating a Business Combination is less than the actual
amount necessary to do so, the Company may have insufficient funds available to
operate its business prior to the initial Business Combination.

These conditions raise substantial doubt about the Company's ability to continue as a going concern until the earlier of the consummation of a Business Combination or one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.


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Contractual Obligations

Other than the below, we do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

Administrative Services Agreement

Commencing on March 25, 2021, the date the Company's securities were first listed on the Nasdaq through the earlier of consummation of the initial Business Combination or our liquidation, the Company began to reimburse the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month.

Registration and Shareholder Rights

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of ordinary share issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration 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 and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that no sales of these securities will be effected until after the expiration of the applicable lock-up period, as described herein. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement



We granted the underwriter
a 45-day option
from March 25, 2021 to purchase up to 3,000,000 additional Public Shares to
cover over-allotments, if any, at the Initial Public Offering price less the
underwriting discounts and commissions. On May 7, 2021, the underwriter's
over-allotment option expired unexercised.

The underwriter was paid a cash underwriting discount of $0.20 per Unit, or $4,000,000 in the aggregate, paid upon the closing of the Initial Public Offering.

Marketing Agreement

The underwriter and Towerbook Financial, L.P., will assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business' attributes, introduce the Company to potential investors that are interested in purchasing the Company's securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination, for which they will be entitled to a deferred marketing fee of 3.5% ($7,000,000) of the gross proceeds of the IPO upon the completion of the Company's initial Business Combination.

Critical Accounting Policies

Management's discussion and analysis of our results of operations and liquidity and capital resources are based on our financial information. We describe our significant accounting policies in Note 3-Significant Accounting Policies, of the Notes to Financial Statements included in this Report. Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). Certain of our accounting policies require that management apply significant judgments in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates

Use of Estimates

The preparation of our financial statements in conformity with GAAP requires us 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.

Making estimates requires us 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 we considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.


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Class A Ordinary Shares Subject to Possible Redemption



All of the 20,000,000 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 or if there is a shareholder
vote or tender offer in connection with the Business Combination and in
connection with certain amendments to the amended and restated memorandum and
articles of association. In accordance with ASC
480-10-S99,
redemption provisions not solely within our control require ordinary shares
subject to redemption to be classified outside of permanent equity. Therefore,
all Class A ordinary shares have been classified outside of permanent equity.

We recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital to the extent available and accumulated deficit.

Warrant Liabilities

We account for the warrants issued in connection with our Initial Public Offering in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value using a Monte-Carlo simulation approach and adjust the warrants to fair value at each reporting period. This liability is subject tore-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations.

Over-Allotment Liability



We granted the underwriters a
45-day
option at the Initial Public Offering date to purchase up to 3,000,000
additional Units to cover over-allotments. The over-allotment option was
evaluated under ASC 480 "Distinguishing Liabilities from Equity." We concluded
that the underlying transaction (Units which include redeemable shares and
warrants) of the over-allotment option embodies an obligation to repurchase the
issuer's equity shares. Accordingly, the option was fair valued and recorded as
a liability at issuance date and
re-valued
at March 31, 2021. As of September 30, 2021, the over-allotment liability
expired unexercised, and as such, the associate liability was written off.

Share-Based Compensation

The Company accounts for stock awards in accordance with ASC 718, "Compensation-Stock Compensation," which requires that all equity awards be accounted for at their "fair value." Fair value is measured on the date of grant by applying a discount based upon a) the probability of a successful business combination and b) the lack of marketability of the Founder Shares.

Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company's initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited.

Net Income Per Ordinary Share

We have 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 11,000,000 potential common shares for outstanding warrants to purchase our shares were excluded from diluted net income per share for the period from January 27, 2021 (inception) through September 30, 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 presented.

Offering Costs



We comply with the requirements of FASB ASC
340-10-S99-1
and SEC Staff Accounting Bulletin Topic 5A, "Expenses of Offering." Offering
costs consist principally of professional and registration fees incurred through
the balance sheet date that are related to the Public Offering and that were
charged to shareholders' equity upon the completion of the IPO. Accordingly, on
March 22, 2021, offering costs totaling $4,772,041 have been charged to
shareholders' equity (consisting of $4,000,000 of underwriting fees and $772,041
of other offering costs). Of the total transaction costs, $233,453 was
reclassified to expense as anon-operating expense in the statement of
operations, with the rest of the offering cost charged to temporary equity. The
transaction costs were allocated based on the relative fair value basis,
compared to the total offering proceeds, between the fair value of the public
warrant liabilities and the Class A ordinary shares.

Recent Accounting Standards



In August 2020, the FASB issued Accounting Standards Update
("ASU")2020-06,
Debt-Debt with Conversion and Other Options
(Subtopic470-20)
and
ASC815-40("ASU2020-06")
to simplify accounting for certain financial instruments. ASU2020-06 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. 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. ASU2020-06 amends the diluted earnings per share
guidance, including the requirement to use the
if-converted
method for all convertible instruments. ASU 2020- is effective 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.

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

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