The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with our audited financial statements and the notes thereto which are included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Special Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors" and elsewhere in this Annual Report.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on April 15, 2021. We were incorporated 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.

On November 12, 2021, we consummated our IPO of 20,010,000 Units, including the issuance of 2,610,000 Units as a result of the underwriters' exercise of their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable 30 days after the completion of the initial business combination and will expire five years after the completion of the initial business combination, or earlier upon redemption or liquidation.

We have only 18 months from the closing of the initial public offering to consummate the initial business combination, unless the time that we have to consummate an initial business combination is extended beyond such 18-month period as a result of a shareholder vote to amend our amended and restated memorandum and articles of association (an "Extension Period"). If we are unable to consummate an initial business combination within such time, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay the income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Since completing our IPO, we have reviewed, and continue to review, a number of opportunities to enter into a business combination with an operating business, including entering into discussions with potential target businesses, but we are not able to determine at this time whether we will complete a business combination with any of the target businesses that we have reviewed or had discussions with or with any other target business. Although we may pursue an acquisition in any industry or geography, we intend to capitalize on the ability of our management team to identify, acquire and operate a business that may provide opportunities for attractive risk-adjusted returns. We cannot assure you that our plans to complete our initial business combination will be successful.

Results of Operations

Our entire activity from April 15, 2021 (inception) up to December 31, 2022 was in preparation for our initial public offering and in efforts to identify our initial business combination. We will not generate any operating revenues until the closing and completion of our initial business combination, at the earliest.

For the year ended December 31, 2022, we had a net income of $12,330,153, which consisted of changes in fair value of warrant liabilities of $11,045,725 and interest and dividend income of $3,065,385, offset by operating costs of $1,780,957.



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For the period from April 15, 2021 (inception) through December 31, 2021, we had net income of $5,194,932, which consisted of unrealized income on changes in fair value of warrant liabilities of $6,913,639 and interest and dividend income of $9,409, offset by formation and operating costs of $471,666, stock based compensation of $694,109 and transaction costs incurred in connection with warrants of $562,341.

Liquidity, Capital Resources and Management's Plan

As of December 31, 2022, we had $144,455 in cash and a working capital deficit of $643,439.

Our liquidity needs up to December 31, 2021 had been satisfied through a payment from our Sponsor of $25,000 for the founder shares to cover certain offering costs, the loan under an unsecured promissory note from our Sponsor of $200,000, which had been repaid on November 22, 2021, and due to related party of $256,192. On November 12, 2021, we commenced the initial public offering of 20,010,000 units at $10.00 per unit and consummated the private placement of 10,399,000 private placement warrants to our Sponsor, at a price of $1.00 per private placement warrant in a private placement, then $2,369,957 of the proceeds was deposited in the operating bank account to be used as our working capital.

In addition, in order to finance transaction costs in connection with a business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, provide working capital loans, as defined below. As of December 31, 2022, there were no amounts outstanding under any working capital loans.

Going Concern

In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," the Company has until May 12, 2023 (absent any extensions of such period by the Sponsor, pursuant to the terms described above) to consummate its initial business combination. It is uncertain that the Company will be able to consummate its initial business combination by this time or have the funds needed to sustain operations for a year after the issuance of the financial statements. If an initial business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 12, 2023. The Company intends to complete an initial business combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by May 12, 2023.

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations

Registration and Shareholder Rights

The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of extension loans and working capital loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of extension loans and working capital loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to certain demand and "piggy back" registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

On November 12, 2021, we paid a cash underwriting discount of 2.0% per Unit, or $4,002,000. Upon completion of the initial business combination, $7,003,500, which constitutes the underwriters' deferred commissions will be paid to the underwriters from the funds held in the trust account, and the remaining funds, less amounts used to pay redeeming shareholders, will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which the initial business combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with the


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initial business combination, to fund the purchases of other companies or for working capital. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions.

Critical Accounting Policies and Estimates

The preparation of the financial statements in conformity with US 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 expenses during the reporting period. Actual results could differ from those estimates. We have identified the following as our critical accounting policies:

Investment Held in Trust Account

At December 31, 2022 and 2021, the assets held in the trust account were held in cash and U.S. Treasury securities. We classify our United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 320 "Investments-Debt and Equity Securities." Held-to-maturity securities are those securities which we have the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts

Net Income Per 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 20,404,000 potential common shares for outstanding warrants to purchase our shares were excluded from diluted earnings per share for the year ended December 31, 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for the periods.

Warrant Liabilities

We accounted for the 20,404,000 warrants issued in connection with the initial public offering (the 10,005,000 public warrants and the 10,399,000 private placement warrants, assuming the underwriters' over-allotment option is not exercised) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, we classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in our statements of operations.

Ordinary Shares Subject to Possible Redemption

We account for our ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, 20,010,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders' deficit section of our balance sheets.

We recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.

Offering Costs associated with the Initial Public Offering

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the initial public offering. We comply with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin



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("SAB") Topic 5A-"Expenses of Offering." Offering costs are allocated to the separable financial instruments issued in the initial public offering based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities were expensed, and offering costs associated with the Class A ordinary shares were charged to temporary equity. We incurred offering costs amounting to $11,816,317 as a result of our initial public offering consisting of $4,002,000 of underwriting commissions, $7,003,500 of deferred underwriting commissions, and $810,817 of other offering costs. We recorded $11,253,976 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. We immediately expensed $562,341 of offering costs in connection with the public warrants and private placement warrants that were classified as liabilities.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 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) ("ASU 2020-06") to simplify accounting for certain financial instruments. ASU 2020-06 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. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis. We are currently evaluating the impact of the ASU on the financial position, results of operations and cash flows.

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

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