Black Spade Acquisition Co - Quarter Report: 2023 June (Form 10-Q)

BLACK SPADE ACQUISITION CO

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

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References to the “Company,” “our,” “us” or “we” refer to Black Spade Acquisition Co. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated on March 3, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). We intend to effectuate our Initial Business Combination using cash from the proceeds of the initial public offering (the “Initial Public Offering”) and the private placement of the Private Placement Warrants (as defined below), the proceeds of the sale of our shares in connection with our Initial Business Combination (pursuant to forward purchase agreements or backstop agreements we may enter into prior to or following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

The issuance of additional shares in connection with an Initial Business Combination to the owners of the target or other investors:

Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

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

Recent Developments

On May 12, 2023, we entered into a Business Combination Agreement (the “Business Combination Agreement”) with VinFast Auto Ltd., a private company limited by shares incorporated under the laws of Singapore, (formally known as VinFast Auto Pte. Ltd., together, “VinFast”) and Nuevo Tech Limited, an exempted company incorporated with limited liability under the laws of Cayman Islands and a direct wholly-owned subsidiary of VinFast (“Merger Sub”), pursuant to which, among other transactions, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (“Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of VinFast. The Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination.”

Pursuant to the Business Combination Agreement, among other things, immediately prior to the effective time of the Merger (the “Merger Effective Time”), (i) the amended and restated constitution of VinFast will be adopted and become effective, and (ii) VinFast will effect a share consolidation or subdivision such that each ordinary share in the capital of VinFast, as of immediately prior to the Recapitalization (as defined below) (collectively, the “Pre-Recapitalization VinFast Shares”) immediately prior to the Merger Effective Time, will be consolidated or divided into a number of shares equal to the Adjustment Factor (as defined below) (items (i) through (ii), the “Recapitalization”). The “Adjustment Factor” is a number resulting from dividing the Per Share VinFast Equity Value by $10.00. The “Per Share VinFast Equity Value” is obtained by dividing (i) the equity value of VinFast (being $23,000,000,000) by (ii) the aggregate number of Pre-Recapitalization VinFast Shares that are issued and outstanding immediately prior to the Recapitalization. Upon the Recapitalization, each ordinary share in the capital of VinFast, as of immediately after the Recapitalization (the “VinFast Ordinary Share”) will have a value of $10.00.

At the Merger Effective Time and as a result of the Merger, (i) each Class B ordinary share of the Company, par value $0.0001 per share (“BSAQ Class B Ordinary Shares”) that is issued and outstanding immediately prior to the Merger Effective Time will be converted into one VinFast Ordinary Share; (ii) each BSAQ Class A Ordinary Share that is issued and outstanding immediately prior to the Merger Effective Time (other than such BSAQ Class A Ordinary Shares that are treasury shares, validly redeemed shares, or BSAQ Dissenting Shares (as defined below)) will be converted into one VinFast Ordinary Share, and (iii) each issued and outstanding BSAQ Class A Ordinary Share that is held by any person who has validly exercised and not effectively withdrawn or lost their right to dissent from the Merger in accordance with Section 238 of the Companies Act (As Revised) of the Cayman Islands (“BSAQ Dissenting Share”) will be canceled and carry no right other than the right to receive the payment of the fair value of such BSAQ Dissenting Share determined in accordance with Section 238 of the Companies Act (As Revised) of the Cayman Islands.

At the Merger Effective Time, each issued and outstanding warrant of the Company sold to the public and to Black Spade Sponsor LLC, a limited liability company registered under the laws of the Cayman Islands, in a private placement in connection with the Company’s initial public offering will be exchanged for a corresponding warrant exercisable for VinFast Ordinary Shares.

The Business Combination has been approved by the boards of directors of both the Company and VinFast.

The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Business Combination Agreement.

On June 14, 2023, the Company, VinFast and Merger Sub entered into the First Amendment to Business Combination Agreement to include the NYSE American LLC (“NYSE American”) as a qualified stock exchange, in addition to The Nasdaq Stock Market and the New York Stock Exchange (“NYSE”). Such amendment allows, among other things, NYSE American to be used as a listing exchange of the Company prior to the consummation of the Business Combination. On the same day, VinFast, the Company and the Sponsor entered into the First Amendment to Sponsor Support Agreement to reflect that certain working capital loans from the sponsor or any of the other Sponsor Parties to the Company, or working capital payable to such parties by the Company to the extent used by the Company (or on its behalf) for payment of transaction costs and expenses required to be borne and paid by VinFast pursuant to the Business Combination Agreement, will be repaid by VinFast.

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On June 15, 2023, VinFast filed the Form F-4 with the SEC relating to the proposed Business Combination. On June 30, 2023, July 12, 2023, July 17, 2023, July 19, 2023 and July 26, 2023, VinFast filed subsequent amendments to the Form F-4 with the SEC relating to the proposed Business Combination. The Form F-4 registration statement was declared effective on July 28, 2023.

On June 21, 2023, the Company had voluntarily delisted from the NYSE and began trading on NYSE American under its current symbols “BSAQU,” “BSAQ” and “BSAQWS” for its units, Class A ordinary shares and warrants, respectively.

On July 13, 2023, the Company held an extraordinary general meeting at which its shareholders approved the extension of the date by which the Company has to consummate a business combination from July 20, 2023 to July 20, 2024 by adopting the second amended and restated memorandum and articles of association. In connection with the extension of business combination period, $147.0 million was released from the Trust Account to satisfy the redemptions. Following such redemptions, the amount of funds remaining in the Trust Account is approximately $28.6 million.

On August 10, 2023, the Company held an extraordinary general meeting at which its shareholders approved the Business Combination and related proposals. In connection with the approval of Business Combination, $15.0 million will be released from the Trust Account to satisfy the redemptions. Following such redemptions, the amount of funds remaining in the Trust Account will be approximately $13.6 million.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through June 30, 2023 were organizational activities, those necessary to prepare for and consummate the Initial Public Offering. We do not expect to generate any operating revenues until after the completion of our Initial Business Combination. We generate non-operating income in the form of interest income on cash and cash equivalents. We are incurring 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 completing an Initial Business Combination.

For the three months ended June 30, 2023, we had net loss of $199,130 which primarily consisted of income earned on investments held in Trust Account of $2,065,784 and forgiveness of deferred underwriting of $419,965, partially offset by general and administrative expenses of $1,132,340, a change in the fair value of warrant liability of $833,446, a change in fair value of note payable of $719,093, and administration fee - related party $30,000.

For the three months ended June 30, 2022, we had net income of $1,359,247 which primarily consisted of a change in derivative fair value of warrant liabilities of $1,379,190 and income earned on investments held in Trust Account of $228,214 partially offset by general and administrative expenses of $218,157 and administration fee — related party of $30,000.

For the six months ended June 30, 2023, we had net income of $834,957 which primarily consisted of income earned on investments held in Trust Account of $3,884,879 and forgiveness of deferred underwriting of $419,965 partially offset by a change in the fair value of warrant liability of $1,574,946, general and administrative expenses of $1,570,879, a change in fair value of note payable of $264,061, and administration fee - related party of $60,000.

For the six months ended June 30, 2022, we had net income of $8,982,137 which primarily consisted of a change in fair value of derivative warrant liabilities of $11,276,732 and income earned on investments held in Trust Account of $243,431 partially offset by general and administrative expenses of $2,478,026 and administration fee — related party of $60,000.

Liquidity and Capital Resources

On July 20, 2021, we consummated our Initial Public Offering of 15,000,000 units at a price of $10.00 per unit (the “Units”), generating gross proceeds of $150,000,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant (the “Public Warrants”), with each whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 6,000,000 private placement warrants to our sponsor at a price of $1.00 per warrant (the “Initial Private Placement Warrants”), generating gross proceeds of $6,000,000.

In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to an additional 2,250,000 Units to cover over-allotments, if any. On August 3, 2021, the underwriters purchased an additional 1,900,000 Units (the “Option Units”) pursuant to the partial exercise of the Over-Allotment Option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $19,000,000. Also in connection with the partial exercise of the Over-Allotment Option, our sponsor purchased an additional 380,000 private placement warrants at a purchase price of $1.00 per warrant (the “Option Private Placement Warrants”, together with the Initial Private Placement Warrants, the “Private Placement Warrants”), generating additional gross proceeds to the Company of $380,000.

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Following our Initial Public Offering, the partial exercise of the Over-Allotment Option and the sale of the Private Placement Warrants, a total of $169,000,000 was placed in a trust account (the “Trust Account”). We incurred $10,065,108 in offering costs, including $3,380,000 of underwriting discounts and commissions, $5,915,000 of deferred underwriting commissions and $770,108 of other offering costs. In May 2023, all deferred underwriting commissions of $5,915,000 were subsequently waived and reversed.

For the six months ended June 30, 2023, net cash used in operating activities was $575,321 consisting of (i) net income of $834,957, as adjusted by a loss on change in fair value of warrant liabilities of $1,574,946, a gain on forgiveness of deferred underwriting of $419,965 and investment income earned on treasury securities held in the Trust Account of $3,884,879, and (ii) changes in operating assets and liabilities including prepaid expenses of $201,049 and accounts payable and accrued expenses of $854,510.

For the six months ended June 30, 2022, net cash used in operating activities was $1,352,667 consisting of (i) net income of $8,982,137, as adjusted by a gain on change in fair value of warrant liabilities of $11,276,732 and investment income earned on treasury securities held in the Trust Account of $243,431, and (ii) changes in operating assets and liabilities including prepaid expenses of $214,448, other current assets of $6,293 and accounts payable and accrued expenses of $977,204. For the six months ended June 30, 2023, net cash provided by financing activities was $550,134, primarily consisting of proceeds from related party notes of $550,000.

For the six months ended June 30, 2022, cash used in financing activities was $27,250, consisting of the full repayment of the related party payable.

As of June 30, 2023, we had marketable securities held in the Trust Account of $175,327,744. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (excluding deferred underwriting commissions) net of any redemptions, to complete our Initial Business Combination. We may withdraw interest to pay our 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 interest earned on the amount in the Trust Account will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our Initial 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 June 30, 2023, we had cash of $2,129 held outside the Trust Account. We intend to use the funds held outside the Trust Account following the completion of the Initial Public Offering 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, and structure, negotiate and complete a business combination.

As of June 30, 2023, we had cash of $2,129 and a working capital deficit of $4,242,500. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after the completion of its Initial Business Combination. In addition, the Company expects to have negative cash flows from operations as it pursues an initial business combination target. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company does not currently have adequate liquidity to sustain operations, which consist solely of pursuing a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with an Initial Business Combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (the “Working Capital Loans”). If we complete our Initial Business Combination, we would repay such loaned amounts. In the event that our Initial 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 for such repayment. Up to $2,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. On October 25, 2022, we issued an unsecured promissory note in the amount of up to $600,000 to our sponsor (the “First Working Capital Note”). On February 3, 2023, we issued an unsecured promissory note in the amount of up to $550,000 to our sponsor (the “Second Working Capital Note”, together with the First Working Capital Note, the “Working Capital Notes”). The Working Capital Notes do not bear interest and shall be payable in full upon the consummation of an Initial Business Combination. The sponsor may elect to convert all or any portion of the unpaid principal balance of the Working Capital Notes into one or more redeemable warrants (the “Working Capital Warrants”) with each $1.00 of unpaid principal balance being convertible into one Working Capital Warrant. The Working Capital Warrants shall be identical to the Private Placement Warrants. As of June 30, 2023, there were $600,000 and $550,000 in borrowings outstanding under the First Working Capital Note and the Second Working Capital Note, respectively.

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On May 12, 2023, concurrently with the execution of the Business Combination Agreement, the Company, VinFast, the sponsor and certain other holders of Class B Ordinary Shares (the “Sponsor Parties”) entered into a support and lock-up agreement and deed (the “Sponsor Support Agreement”), pursuant to which the parties agreed that subject to and concurrently with the closing of the Business Combination, the aggregate face value of the Working Capital Notes will be converted to and deemed to be an interest-free loan from the sponsor to VinFast, payable on the date that is no later than the 18th month anniversary of the Closing Date (as defined under the Sponsor Support Agreement). On June 14, 2023, VinFast, the Company and the Sponsor entered into the First Amendment to Sponsor Support Agreement to reflect that certain working capital loans from (or working capital payables to) the sponsor or any of the other Sponsor Parties to the Company, to the extent used by the Company (or on its behalf) for payment of transaction costs and expenses required to be borne and paid by VinFast pursuant to the Business Combination Agreement, will be repaid by VinFast. See “Recent Developments” for further details.

While the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As is customary for a special purpose acquisition company, if the Company is not able to consummate an Initial Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate an Initial Business Combination during the Combination Period.

If our estimate of the costs of undertaking in-depth due diligence and negotiating an Initial Business Combination is less than the actual amount necessary to do so, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. If we are required to seek additional capital, we may seek such additional capital through loans or additional investments from our sponsor, members of our management team or any of their affiliates, but such persons are not under any obligation to advance funds to, or invest in, us.

Off-Balance Sheet Financing Arrangements

We had no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2023. 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 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, other than as described below.

We had an agreement to pay our sponsor a monthly fee of up to $10,000 for office space, utilities and secretarial and administrative support provided to the Company. We began incurring these fees on July 15, 2021 and will continue to incur these fees monthly until the earlier of the completion of our initial business combination and our liquidation.

On October 25, 2022, we issued the First Working Capital Note in the amount of up to $600,000 to our sponsor. The First Working Capital Note does not bear interest and shall be payable in full upon the consummation of an initial business combination. On February 3, 2023, we issued the Second Working Capital Note in the amount of up to $550,000 to our sponsor. As of June 30, 2023, there were $600,000 and $550,000 in borrowings outstanding under the First Working Capital Note and the Second Working Capital Note, respectively. On July 6, 2023 and July 27, 2023, the sponsor extended a US$100,000 working capital loan and an additional US$150,000 working capital loan, respectively, to us, subject to and concurrently with the closing of the Business Combination, which will be used by us (or on our behalf) for payment of our transaction costs required to be borne and paid by VinFast pursuant to the Business Combination Agreement, and therefore will be repaid by VinFast.

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Critical Accounting Policies

The preparation of condensed 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. We have identified the following critical accounting policies:

Class A ordinary shares subject to possible redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480.

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 the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature contains certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are classified as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Given the above, the management determined that to the extent funds are available, shares of the Company’s redeemable equity should be reported as temporary equity. Accordingly, as of June 30, 2023, 16,900,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheet.

On July 13, 2023, the Company’s shareholders approved the proposal to amend and restate (the “Articles Amendment”) the Company’s current amended and restated memorandum and articles of association to, among other things, extend the date by which the Company has to consummate a business combination for an additional twelve months from July 20, 2023 to July 20, 2024 by adopting the second amended and restated memorandum and articles of association. In connection with the vote to approve the Articles Amendment, the holders of 14,150,715 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.38867176 per share, for an aggregate redemption amount of approximately $147.0 million. Following the redemption in connection with the Articles Amendment, the amount of funds remaining in the trust account is approximately $28.6 million.

On August 10, 2023, the Company held an extraordinary general meeting at which its shareholders approved the Business Combination and related proposals. In connection with the approval of Business Combination, the holders of 1,440,385 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.41487618 per share, for an aggregate redemption amount of approximately $15.0 million. Following such redemptions, the amount of funds remaining in the Trust Account will be approximately $13.6 million.

Net income per share

Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at June 30, 2023, which are not currently redeemable and are not redeemable at fair value, have been included from the calculation of basic net income per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Public Offering, (ii) exercise of over-allotment and (iii) Private Placement, since their inclusion would be antidilutive under the two-class method. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The warrants are exercisable to purchase 14,830,000 Class A ordinary shares in the aggregate. The Company’s statement of operations includes a presentation of income per Class A ordinary share subject to possible redemption in a manner similar to the two-class method of income per ordinary share. Net income per ordinary share, basic and diluted, for redeemable Class A ordinary share and non-redeemable Class B ordinary share is calculated by dividing the interest income by the weighted average number of redeemable Class A ordinary shares and non-redeemable Class B ordinary shares outstanding since original issuance. Non-redeemable Class B ordinary shares include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets.

Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs: Significant inputs into the valuation model are unobservable.

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Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” The Company’s derivative instruments are recorded at fair value as of the closing date of the Initial Public Offering (July 20, 2021) and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Public Warrants and the Private Placement Warrants are a derivative instrument. As the Public Warrants and the Private Placement Warrants meet the definition of a derivative, the Public Warrants and the Private Placement Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change.

Warrant Instruments

The Company will account for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging” whereby under that provision the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the Public Warrants and the Private Placement Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The Public Warrants are valued based on quoted market prices and Private Placement Warrants are valued based on the Public Warrants price as there is the make whole provision in warrant agreement. Such warrant classification is also subject to re-evaluation at each reporting period.

Recent Accounting Pronouncements

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

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that as of June 30, 2023, our disclosure controls and procedures were not effective due to the material weaknesses in internal controls over financial reporting related to the lack of ability to account for complex financial instruments and accuracy and completeness of accounting for accounts payable and accrued expenses including contractual arrangement. Management identified errors in its historical financial statements related to the accounting for the Class A ordinary shares and other reclassification adjustments on the balance sheet. Because the Class A ordinary shares issued in the IPO can be redeemed or become redeemable subject to the occurrence of future events considered outside of the Company’s control, the Company should have classified all of these redeemable shares in temporary equity and re-measured these redeemable shares to their redemption value (i.e., $10.00 per share) as of the end of the first reporting period after the date of the Company’s IPO. The material weakness related to the lack of ability to account for complex financial instruments resulted in the restatement of our previously filed balance sheet as of July 20, 2021 included in exhibit 99.1 to our Current Report on Form 8-K filed on July 27, 2021. See Note 2 of the notes to the financial statements included in our Quarterly Report on Form 10-Q filed on November 16, 2021. In addition, management identified errors in the accounting of account payable and accrued expenses in our financial statements as of December 31, 2021 and for the period from March 3, 2021 (inception) through December 31, 2021 and our financial statements as of and for the quarterly period ended March 31, 2022. The material weakness related to accuracy and completeness of accounting for accounts payable and accrued expenses including contractual arrangement resulted in the restatement of our financial statements as of December 31, 2021 and March 31, 2022, as well as for the period from March 3, 2021 (inception) through December 31, 2021 and the quarterly period ended March 31, 2022. We filed amendments to our Annual Report on Form 10-K filed with the SEC on February 28, 2022 and our Quarterly Report on Form 10-Q filed with the SEC on May 16, 2022 to restate the affected financial statements.

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To address the material weaknesses, management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting and to provide processes and controls over the internal communications within the Company, financial advisors and independent registered public accounting firm. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our financial statements. We plan to include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. While we have processes to identify contractual agreements for accruals, we will create additional controls over tracking of accruals on services rendered or products sold to the Company. Under the oversight of the audit committee of the board of directors of the Company (the “Audit Committee”), the Company will enhance and supplement its review process with respect to quarterly and annual provision in terms of the accuracy and completeness of financial positions such as procedures to ensure that accounting periods are closed in a timely manner and controls to support the accuracy of material accruals including those accruals that are highly judgmental in nature. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. Other than the foregoing, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

The Company received an informal inquiry from the staff of the Division of Enforcement of the United States Securities and Exchange Commission in a letter dated January 11, 2023, in relation to the circumstances surrounding the filing of the Form NT 10-Q filed by the Company on August 15, 2022. The Company has been and intends to continue cooperating fully with the SEC in connection with this inquiry.

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 10, 2023. As of the date of this report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

During the quarter ended June 30, 2023, there were no unregistered sales of our equity securities. For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report on Form 10-Q.

During the quarter ended June 30, 2023, we did not repurchase any shares of our equity securities.

None.

None.

None.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 11, 2023

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