Overview

We are a newly incorporated blank check company, formed for the purpose of merging with or acquiring one or more businesses. We have not yet selected a target business for our initial business combination. After our initial public offering (IPO), we will focus on identifying and completing a business combination, using the cash from the IPO and the sale of private placement warrants.

The issuance of additional shares or debt in a business combination could have several important implications:

• It may significantly dilute the equity interest of investors in the IPO, especially if the anti-dilution provisions result in the conversion of Class B shares to Class A shares on a greater than one-to-one basis.
• Preference shares issued could subordinate the rights of ordinary shareholders.
• A substantial share issuance could lead to a change of control and the resignation or removal of the current directors and officers.
• Additional shares or debt could delay or prevent a future change of control.
• It may adversely affect the market prices of our units, ordinary shares, and warrants.
• Debt financing could result in default, foreclosure, acceleration of repayment obligations, restrictions on our ability to borrow additional funds, inability to pay dividends, and other disadvantages compared to our competitors.

Results of Operations and Known Trends or Future Events

We have not engaged in any operations or generated any revenue since our inception. Our activities have been limited to organizational tasks and preparations for the IPO. After the IPO, we expect to incur increased expenses as a public company and for due diligence on potential business combination targets.

Results of Operations

For the three months ended June 30, 2022, we had net income of $6,174,392, consisting of $294,683 in general and administrative expenses, offset by an $83,875 unrealized gain on marketable securities and a $6,385,200 gain from the change in fair value of derivative warrant liabilities.

For the six months ended June 30, 2022, we had net income of $9,974,146, consisting of $657,321 in general and administrative expenses, offset by a $164,227 unrealized gain on marketable securities and a $10,467,240 gain from the change in fair value of derivative warrant liabilities.

Liquidity, Capital Resources and Going Concern Considerations

Prior to the IPO, our only source of liquidity was an initial share purchase by the Sponsor and loans from the Sponsor.

The IPO and sale of private placement warrants generated gross proceeds of $232,300,000, which was placed in a trust account. We incurred $21,834,402 in transaction costs.

As of June 30, 2022, we had $138,440 in cash outside the trust account to fund our operations. We intend to use these funds to identify and evaluate potential business combination targets, perform due diligence, and complete a transaction.

The trust account had a balance of $232,485,071 as of June 30, 2022, which we plan to use to complete a business combination. We may need to obtain additional financing to complete a business combination if the funds are insufficient.

Our assessment of going concern considerations indicates that the requirement for mandatory liquidation and dissolution raises substantial doubt about our ability to continue as a going concern. However, we believe we will have sufficient working capital to meet our needs through the earlier of a business combination or one year from this filing. The Sponsor has indicated it may provide working capital loans if needed.

We have until April 22, 2023 to complete a business combination. If we do not, and an extension is not granted, we will be required to liquidate. This uncertainty about completing a business combination on time raises substantial doubt about our ability to continue as a going concern.