This Quarterly Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this "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. Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company's final prospectus for its initial public offering filed with the U.S. Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b)(4) under the Securities Act. The Company's securities filings can be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. References to the "Company" or "we" refer to Finnovate Acquisition Corp. The following discussion should be read in conjunction with our financial statements and related notes thereto included elsewhere in this report.





Overview

We are a blank check company incorporated on March 15, 2021 as a Cayman Islands corporation and formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a "Business Combination"). We have not yet selected any specific Business Combination target. The Company's sponsor is Finnovate Sponsor L.P. (the "Sponsor"). We intend to capitalize on the ability of our management team, Sponsor and their respective affiliates to identify and acquire and advise a business that can benefit from their expertise and disciplined approach to capital allocation and investment oversight. We intend to effectuate our Business Combination using cash from the proceeds of our initial public offering ("IPO") and the private placement of the private placement warrants, our shares, debt or a combination of cash, shares and debt.

The issuance of additional shares in a Business Combination:





  ? may significantly dilute the equity interest of investors in the IPO, which
    dilution would increase if the anti-dilution provisions in our Class B
    ordinary shares resulted in the issuance of our Class A ordinary shares on a
    greater than one-to-one basis upon conversion of our Class B ordinary shares;

  ? may subordinate the rights of holders of our Class A ordinary shares if shares
    of 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 shares 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.




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Similarly, if we issue debt securities, or otherwise incur significant debt, it could result in:





  ? default and foreclosure on our assets if our operating revenues after a
    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 ordinary or preferred 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 ordinary
    shares if declared, our ability to pay expenses, make capital expenditures and
    acquisitions and fund 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 and execution of our
    strategy and other purposes and other disadvantages compared to our
    competitors who have less debt.

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

Results of Operations and Known Trends or Future Events

The Company has neither engaged in any significant business operations nor generated any revenues to date. All activities to date relate to the Company's formation and IPO. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. After the IPO, we expect to 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. We expect our expenses to increase substantially after the closing of the IPO. The Company has selected December 31 as its fiscal year end.

For the three months ended September 30, 2021 and period from March 15, 2021 through September 30, 2021, we had a net loss of $0 and $10,832, respectively, which consisted of formation, general and administrative expenses incurred.

Liquidity and Capital Resources

As of September 30, 2021, the Company had $0 in cash in its operating bank account, and a working capital deficit of $404,985.

Our liquidity needs up to September 30, 2021 had been satisfied through payment of $25,000 from the sale of 4,312,500 shares of Class B ordinary shares to our Sponsor in March 2021 (the "Founder Shares") and the loan under an unsecured promissory note (the "Promissory Note") from the Sponsor of up to $250,000. As of September 30, 2021, the Company had drawn down $83,681 under the Promissory Note to pay for offering expenses. The Promissory Note was fully repaid as of November 8, 2021.





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On November 8, 2021, the Company completed the sale of 15,000,000 units (the "Units" and, with respect to the shares of ordinary shares included in the Units being offered, the "Public Shares") at $10.00 per Unit generating gross proceeds of $150,000,000 in its IPO. Simultaneously with the closing of the IPO, the Company completed the sale of 7,900,000 private placement warrants (the "Private Placement Warrants") at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor as well as to EarlyBirdCapital, Inc. ("EarlyBirdCapital"), the representative of the underwriters in the IPO, generating gross proceeds of $7,900,000.

The Company granted the underwriter a 45-day option to purchase up to an additional 2,250,000 Units to cover over-allotments, if any ("Over-Allotment Units"). On November 12, 2021, the Company completed the sale of 2,250,000 Over-Allotment Units to EarlyBirdCapital. Such Over-Allotment Units were sold at a price of $10.00 per Unit, generating gross proceeds of $22,500,000. Simultaneously with the closing of the sale of the Over-Allotment Units on November 12, 2021, the Company completed the additional private sale of an aggregate of 900,000 warrants (the "Additional Private Placement Warrants") to the Sponsor, which purchased 843,038 such warrants, and the underwriter, which purchased 56,962 such warrants. The purchase price per Additional Private Placement Warrant was $1.00, generating additional aggregate gross proceeds to the Company of $900,000.

Following the closing of the over-allotment option and sale of Additional Private Placement Warrants (together, the "Over-Allotment Closing"), a total of $175,950,000 was held in a trust account (the "Trust Account"), located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. In addition, as of November 12, 2021, $1,366,943 of cash is not held in the Trust Account and is available for working capital purposes.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account and not previously released to us to pay our taxes (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete our Business Combination. We may withdraw interest to pay taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the only taxes payable by us out of the funds in the Trust Account will be income and franchise taxes, if any. To the extent that our ordinary shares or debt is used, in whole or in part, as consideration to complete our 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.

We will use the funds held outside of the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination, and to pay taxes to the extent the interest earned on the Trust Account is not sufficient to pay our taxes.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our directors and officers may, but are not obligated to, loan us funds as may be required ("Working Capital Loans"). Any such loans would be on an interest-free basis. If we complete our Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that our Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be converted into warrants at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. On November 12, 2021, the Company borrowed $449,765 from the Sponsor under the Working Capital Loans (as defined in Note 5 of the accompanying unaudited condensed financial statements).

We expect our primary liquidity requirements prior to our Business Combination to include approximately $280,000 for legal, accounting, and consulting costs in connection with any Business Combinations; $150,000 for legal and accounting fees related to regulatory reporting requirements; and $240,000 for administrative, financial and support services.





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These amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a "no-shop" provision (a provision designed to keep target businesses from "shopping" around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed Business Combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a "no-shop" provision would be determined based on the terms of the specific Business Combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

We do not believe we will need to raise additional funds following the IPO in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a 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 Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination either because the transaction requires more cash than is available from the proceeds held in our Trust Account, or because we become obligated to redeem a significant number of our Public Shares (as defined in Note 1 of the accompanying unaudited condensed financial statements) upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we do not complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangement as of September 30, 2021.





Contractual Obligations

As of September 30, 2021, we did not have any long-term debt, capital or operating lease obligations.





Critical Accounting Policies

Management's discussion and analysis of our results of operations and liquidity and capital resources are based on our unaudited financial information. We describe our significant accounting policies in Note 2 - Summary of Significant Accounting Policies of the Notes to Financial Statements included in this Quarterly Report on Form 10-Q. Our unaudited financial statements have been prepared in accordance with U.S. 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.





Recent Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. The update simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470-20, Debt-Debt with Conversion and Other Options for convertible instruments and introducing other changes. As a result of ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU No. 2020-06 upon its incorporation. The impact to our balance sheet, statement of operations and cash flows was not material.





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





JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an "emerging growth company" under the JOBS Act and 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 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 Public Company Accounting Oversight Board (United States) regarding mandatory audit firm rotation or a supplement to the independent registered public accounting firm'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 chief executive officer's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of the IPO or until we are no longer an "emerging growth company," whichever is earlier.

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