Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Report including, without limitation, statements in this section regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Report, words such as "anticipate," "believe," "estimate," "expect," "intend" and similar expressions, as they relate to us or our 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, our management. Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company's behalf are qualified in their entirety by this paragraph.

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 Report.





Overview

We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination.

We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering that closed on February 11, 2021 and the sale of the private placement warrants in the private placement, and from additional issuances of, if any, our capital stock and our debt, or a combination of cash, stock and debt. On October 18, 2022, the Company entered into the 20Cube Business Combination Agreement with Pubco, Merger Sub, 20Cube and the Signing Sellers. For more information on the 20Cube Business Combination and the equity and financing arrangements associated therewith, please see "20Cube Business Combination Agreement" above.

As of December 31, 2022, we had current assets of $607,268 and current liabilities of $1,805,935. As of December 31, 2021, we had current assets of $411,265 and current liabilities of $84,058. Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans.





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Recent Developments

On October 18, 2022, the Company, 20Cube, Pubco, Merger Sub and the Signing Sellers entered into the 20Cube Business Combination Agreement pursuant to which (a) Merger Sub will merge with and into the Company, with the Company continuing as the surviving company, as a result of which (i) the Company will become a wholly-owned subsidiary of Pubco, (ii) each issued and outstanding security of the Company immediately prior to the Effective Time of the Merger will no longer be outstanding and will be canceled, in exchange for the right of the holder thereof to receive a substantially equivalent security to be issued by Pubco, and (b) Pubco will (i) acquire the issued and outstanding ordinary shares of 20Cube from the Signing Sellers and each additional holder of 20Cube shares that becomes a party to the 20Cube Business Combination Agreement in exchange for ordinary shares of Pubco, (ii) all outstanding in-the-money vested options exercisable for 20Cube ordinary shares will be canceled and extinguished and automatically converted into the right to receive Pubco ordinary shares at the exchange ratio applicable to subsection (b)(i) of this paragraph less the exercise price for such option, and (iii) all outstanding unvested options exercisable for ordinary shares in 20Cube shall be assumed by Pubco and replaced with options exercisable for Pubco ordinary shares, all upon the terms and subject to the conditions set forth in the 20Cube Business Combination Agreement and in accordance with the provisions of applicable law.

For a full description of the 20Cube Merger Agreement and the proposed 20Cube Business Combination, please see "Item 1. Business."





Results of Operations

For the year ended December 31, 2022, we had net income of $3,971,796 of which $4,460,924 is related to the change in the fair value of the warranty liability, $1,669,542 is related to the gain on marketable securities held in trust account, and $1,304,061 is related to the professional service fees. For the year ended December 31, 2021, we had net income of $7,955,328, of which $9,578,671 is related to the change in the fair value of the warrant liability. Our business activities from inception to December 31, 2021 consisted primarily of our formation and completing our initial public offering, and since our initial public offering, our activity has been limited to identifying and evaluating prospective acquisition targets for our initial business combination.

Liquidity and Capital Resources

Prior to the closing of our initial public offering, our only source of liquidity was an initial sale of founder shares, to our sponsor, and the proceeds of the Note. The Note was repaid upon the closing of the initial public offering.

On April 6, 2022, the sponsor agreed to loan the Company an aggregate of up to $1,500,000 to cover expenses pursuant to the 2022 Note. The 2022 Note does not bear interest and is payable upon the completion of an Initial Business Combination. As of December 31, 2022, there was $1,000,000 outstanding on this 2022 Note.

The IPO Registration Statement was declared effective by the SEC on February 8, 2021. On February 9, 2021, the underwriters exercised their option to purchase additional units. Our initial public offering of 12,500,500 units, including 1,630,500 units pursuant to the underwriters' exercise of such option, closed on February 11, 2021. Simultaneously with the closing of our initial public offering, we consummated the sale of an aggregate of 4,250,100 private placement warrants, each exercisable to purchase one share of our Class A common stock, par value $0.0001 per share, at an exercise price of $11.50 per share, to our sponsor, at a price of $1.00 per private placement warrant, generating proceeds of $4,250,100. On February 11, 2021, we placed $125,005,000 of proceeds (including $4,375,175 of deferred underwriting discount) from the initial public offering and the private placement warrants into the trust account, with Continental acting as trustee.

In connection with the Special Meeting, stockholders holding 11,538,407 public shares exercised their right to redeem their shares for a pro rata portion of the funds in the trust account. As a result, approximately $116,366,572 (approximately $10.08 per public share) was removed from the trust account to pay such holders. At December 31, 2022 and 2021, we had cash held in a custodian account of $607,268 and $402,215, respectively, and working capital of ($1,198,667) and $327,207, respectively.





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We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business prior to our initial business combination apart from making additional drawdowns on the 2022 Note. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial 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 completer our initial business combination or because we become obligated to redeem a significant number of our shares of Class A common stock upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination (including from our affiliates or affiliates of our sponsor).

For more information on the financing for the 20Cube Business Combination, please see "Item 1. Business."

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated 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 into any off-balance sheet financing arrangements, established any SPACs, guaranteed any debt or commitments of other entities, or entered into any non-financial agreements involving assets.





Contractual Obligations

As of December 31, 2022 and 2021, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. On February 8, 2021, we entered into an administrative support agreement pursuant to which we have agreed to pay our sponsor a total of $10,000 per month for office space, administrative and support services. These fees were suspended as of February 28, 2022. For the year ended December 31, 2022, the Company incurred expenses of $20,000 under this agreement.

The underwriters of our initial public offering are entitled to underwriting discounts and commissions of 5.5%, of which 2.0% (or $2,500,100) was paid at the closing of the initial public offering and 3.5% (or $4,375,175) was deferred. The deferred underwriting discount will be paid to the underwriters upon the completion of our initial business combination.

Critical Accounting Policies/Estimates

The preparation of financial statements and related disclosures in conformity with GAAP 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 condensed financial statements, and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting policies:

Net Income Per Share of Common Stock

Net income per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. We apply the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

As of December 31, 2022 and 2021, we had outstanding warrants to purchase up to 10,500,350 shares of Class A common stock. The weighted average of these shares was excluded from the calculation of diluted net income per share of common stock since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2022, we did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in our earnings. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the periods.





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Redeemable Shares of Class A Common Stock

All of the 12,500,500 shares of Class A common stock sold as parts of the units in our initial public offering contain a redemption feature. In accordance with the FASB ASC Topic 480-10-S99-3A "Distinguishing Liabilities from Equity" ("ASC 480"), "Classification and Measurement of Redeemable Securities", redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of ASC 480. The Company classifies all shares of Class A common stock as redeemable.





Warrant Liability

We account for the warrants in accordance with the guidance contained in FASB ASC Topic 815 "Derivatives and Hedging" ("ASC 815"), under which the warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised, and any change in fair value is recognized in our statement of operations. The fair value of the private placement warrants and public warrants issued in connection with our initial public offering are measured using a Black-Scholes-Merton model and listed market price of such public warrants.

Recent Accounting Pronouncements

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

Factors That May Adversely Affect our Results of Operations

Our results of operations and our ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in Ukraine. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete initial business combination.

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