The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our audited financial statements
and the notes related 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.
All statements other than statements of historical fact included in this Annual
Report including, without limitation, statements under "Management's Discussion
and Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position, business strategy and the plans and objectives of
management for future operations, are forward-looking statements. When used in
this Annual Report, words such as "anticipate," "believe," "estimate," "expect,"
"intend" and similar expressions, as they relate to us or the Company's
management, identify forward-looking statements. Such forward-looking statements
are based on the beliefs of management, as well as assumptions made by, and
information currently available to, the Company's management. Actual results
could differ materially from those contemplated by the forward-looking
statements as a result of many factors, including those set forth under
"Cautionary Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors"
and elsewhere in this Annual Report.
Overview
We are a blank check company formed for the purpose of effecting a merger,
capital share exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more target businesses. We intend to
effectuate our business combination using cash from the proceeds of our IPO and
the sale of the placement units that occurred simultaneously with the completion
of our IPO, our capital share, debt or a combination of cash, share and debt.
We expect to continue to incur significant costs in the pursuit of our
acquisition plans. We cannot assure you that our plans to complete a business
combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues
to date. Our only activities from inception through December 31, 2022 were
organizational activities and those necessary to prepare for the IPO, described
below, and since the IPO, the search for a prospective initial business
combination. We do not expect to generate any operating revenues until after the
completion of an initial business combination, at the earliest. We expect to
generate non-operating income in the form of interest income from the proceeds
of the IPO placed in the trust account. We expect that we will 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 in
connection with searching for, and completing, a business combination.
For the year ended December 31, 2022, we had a net income of $10,006,245 majorly
consisting of interest income from trust account of $2,920,785, interest income
from checking account $2,135, decrease in fair value of warrants of $8,452,000
and operating expenses of $1,368,675.
For the period February 2, 2021 (inception) through December 31, 2021, we had a
net income of $8,628,758, which consisted of operating expenses of $618,777,
decrease in the fair value of warrant liabilities of $10,808,000, decrease in
fair value of derivative
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liability of $190,208, $1,000,000 of fair value in excess of sale of private
warrants, transaction cost allocated to the warrant issuance of $757,003,
interest income of $28, and investment income on the trust account of $6,302.
Liquidity and Capital Resources
On July 20, 2021, we consummated our initial public offering of 20,000,000 Units
at $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously
with the closing of the initial public offering, we consummated the private
placement of an aggregate of 8,000,000 Private Placement Warrants to our Sponsor
at a price of $1.00 per warrant, generating gross proceeds of $8,000,000.
Following our IPO, a total of $202,000,000 was placed in the trust account. We
incurred $13,577,812 in transaction costs, including $4,000,000 of underwriting
fees, $9,000,000 of deferred underwriting fees and $577,812 of other offering
costs in connection with the IPO and the sale of the Private Placement Warrants.
For the year ended December 31, 2022 cash used in operating activities was
$577,178. Net Cash used in investing activities was $1,000,000 and net cash
provided by financing activities was $1,000,000.
For the period February 2, 2021 (inception) through December 31, 2021, cash used
in operating activities was $776,666. Net Cash used in investing activities was
$202,000,000 and net cash provided by financing activities was $203,447,188
mainly reflecting the proceeds of our IPO and subsequent deposit into the trust
account.
As of December 31, 2022, we had cash and marketable securities held in the trust
account of $205,927,087. We intend to use substantially all of the funds held in
the trust account, including any amounts representing dividend earned on the
trust account to complete our business combination. To the extent that our
capital share or debt 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, 2022, the Company had $93,344 in its operating bank accounts,
$205,927,087 in securities held in the Trust Account to be used for a Business
Combination or to repurchase or redeem its Ordinary Shares in connection
therewith and working capital deficit of $1,538,102. As of December 31, 2022
$2,920,785 of the amount on deposit in the Trust Account represented dividend
income. Management expects to incur significant costs in pursuit of its
acquisition plans. The Company believes it will need to raise additional funds
in order to meet the expenditures required for operating its business and to
consummate a business combination. If the Company is unable to complete the
Business Combination due to insufficient funds, the Company will be forced to
cease operations and liquidate the Trust Account. In addition, following the
Business combination, if cash on hand is insufficient, the Company may need to
obtain additional financing in order to meet its obligations.
In connection with the Company's assessment of going concern considerations in
accordance with the authoritative guidance in Financial Accounting Standard
Board ("FASB") Accounting Standards Update ("ASU") 2014-15, "Disclosures of
Uncertainties about an Entity's Ability to Continue as a Going Concern,"
management has determined that that if the Company is unable to raise additional
funds to alleviate liquidity needs, obtain approval for an extension of the
deadline or complete a Business Combination by October 20, 2022, then the
Company will cease all operations except for the purpose of liquidating. The
Company has until October 20, 2022, 15 months (initial period) from the closing
of the IPO, to consummate a Business Combination, with a further extension of
three months i.e. from October 20, 2022 to January 20, 2023. ("extended period")
or upon the extended period of 6 times for an additional one (1) month each time
up to July 20, 2023 (i.e., for a period of time ending up to 24 months after the
consummation of its initial public offering). It is uncertain that the Company
will be able to consummate a Business Combination by the specified period. If a
Business Combination is not consummated by July 20, 2023 (extended period),
there will be a mandatory liquidation and subsequent dissolution. The liquidity
condition and date for mandatory liquidation and subsequent dissolution raise
substantial doubt about the Company's ability to continue as a going concern one
year from the date that these financial statements are issued. 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.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered
off-balance sheet arrangements as of December 31, 2022. We do not participate in
transactions that create relationships with entities or financial partnerships,
often referred to as variable interest entities, which would have been
established for the purpose of facilitating off-balance sheet arrangements. We
have not entered
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into any off-balance sheet financing arrangements, established any special
purpose entities, guaranteed any debt or commitments of other entities, or
purchased any non-financial assets.
Contractual obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities.
The underwriters are entitled to a deferred fee of $0.45 per Unit, or $9,000,000
in the aggregate. The deferred fee will become payable to the underwriters from
the amounts held in the trust account solely in the event that we complete a
business combination, subject to the terms of the underwriting agreement.
JOBS Act
On April 5, 2012, the JOBS Act was signed into law. 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 such, our financial statements may not be
comparable to companies that comply with 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 auditor's attestation report on our system of
internal control 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
executive 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.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates.
Critical Accounting Estimates
Critical accounting estimates are estimates where (a) the nature of the estimate
is material due to the levels of subjectivity and judgment necessary to account
for highly uncertain matters or the susceptibility of such matters to change and
(b) the impact of the estimate on financial condition or operating performance
is material. The Company believes these to be estimates used as inputs in the
valuation of the derivative warrant liability. These estimates are the
probability of a successful business combination by July 20, 2023, and the
implied volatility of the Public and Private Warrants.
Accounting for Warrants
The Company accounts for warrants as either equity-classified or
liability-classified instruments based on an assessment of the warrant's
specific terms and applicable authoritative guidance in Financial Accounting
Standards Board ("FASB") Accounting Standards Codification ("ASC") 480,
Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and
Hedging ("ASC 815"). The assessment considers whether the warrants are
freestanding financial instruments pursuant to ASC 480, meet the definition of a
liability pursuant to ASC 480, and whether the warrants meet all of the
requirements for equity classification under ASC 815, including whether the
warrants are indexed to the Company's own ordinary shares, among other
conditions for equity classification.
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This assessment, which requires the use of professional judgment, is conducted
at the time of warrant issuance and as of each subsequent quarterly period end
date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity
classification, the warrants are required to be recorded as a component of
additional paid-in capital at the time of issuance. For issued or modified
warrants that do not meet all the criteria for equity classification, the
warrants are required to be recorded at their initial fair value on the date of
issuance, and each balance sheet date thereafter with changes in fair value
recognized in the statements of operations in the period of change.
Ordinary Share Subject to Possible Redemption
We account for our ordinary share subject to possible redemption in accordance
with the guidance in Accounting Standards Codification ("ASC") Topic 480
"Distinguishing Liabilities from Equity." Ordinary share subject to mandatory
redemption is classified as a liability instrument and is measured at fair
value. Conditionally redeemable ordinary share (including ordinary share that
features 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) is classified as temporary equity. At all other times, ordinary
share is classified as shareholders' equity. Our ordinary share features certain
redemption rights that are considered to be outside of our control and subject
to occurrence of uncertain future events. Accordingly, ordinary share subject to
possible redemption is presented as temporary equity, outside of the
shareholders' equity section of our balance sheets. The Company recognizes
changes in redemption value immediately as they occur and adjusts the carrying
value of redeemable ordinary share to equal the redemption value at the end of
each reporting period. Increases or decreases in the carrying amount of
redeemable ordinary share are affected by charges against additional paid in
capital and accumulated deficit.
Net income per Ordinary Share
We comply with accounting and disclosure requirements of FASB ASC Topic 260,
"Earnings Per Share. We have two classes of shares, which are referred to as
Class A ordinary shares and Class B ordinary shares. Net income per share is
computed by dividing net income by the weighted average number of ordinary share
outstanding during the period, excluding ordinary share subject to forfeiture by
the Sponsor. We did not consider the effect of the warrants issued in connection
with the initial public offering and the concurrent private placement to
purchase an aggregate of 18,000,000 shares of Class A ordinary shares in the
calculation of diluted income per ordinary share because their exercise is
contingent upon future events. As a result, diluted net income per ordinary
share is the same as basic net income per ordinary share.
Recent Accounting Pronouncements
In August 2020, the FASB issued Accounting Standard Update ("ASU") No. 2020-06,
Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging -Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for
Convertible Instruments and Contracts in an Entity's Own Equity, which
simplifies accounting for convertible instruments by removing major separation
models required under current GAAP. The ASU removes certain settlement
conditions that are required for equity contracts to qualify for the derivative
scope exception, and it also simplifies the diluted earnings per share
calculation in certain areas. ASU 2020-06 is effective for fiscal years
beginning after December 15, 2023, including interim periods within those fiscal
years, with early adoption permitted. The Company adopted ASU 2020-06 on January
1, 2021, with no impact upon adoption.
In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 "Fair Value
Measurement of Equity Securities Subject to Contractual Sale Restrictions". The
ASU amends ASC 820 to clarify that a contractual sales restriction is not
considered in measuring an equity security at fair value and to introduce new
disclosure requirements for equity securities subject to contractual sale
restrictions that are measured at fair value. The ASU applies to both holders
and issuers of equity and equity-linked securities measured at fair value. The
amendments in this ASU are effective for the Company in fiscal years beginning
after December 15, 2023, and interim periods within those fiscal years. Early
adoption is permitted for both interim and annual financial statements that have
not yet been issued or made available for issuance. The Company is currently
assessing the impact of this pronouncement on the financial statements, however
no significant impact on the financial statements is anticipated.
Management does not believe that any other recently issued accounting standards,
if currently adopted, would have a material effect on our financial statements.
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