7 ACQUISITION CORPORATION

Quarterly Report on Form 10-Q

Table of Contents

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Item 1. Condensed Financial Statements

7 ACQUISITION CORPORATION

CONDENSED BALANCE SHEET

September 30, 2021

(Unaudited)SHEETS

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The accompanying notes are an integral part of these condensed financial statements.

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7 ACQUISITION CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

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The accompanying notes are an integral part of the unaudited condensed financial statements.

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7 ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
(Unaudited)

For the Three And Six Months Ended June 30, 2022

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For the period from March 4, 2021 (inception) through June 30, 2021

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The accompanying notes are an integral part of the unaudited condensed financial statements.

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7 ACQUISITION CORPORATION

CONDENSED STATEMENTSTATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM MARCH 4, 2021 (INCEPTION)THROUGH September 30, 2021

(Unaudited)

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The accompanying notes are an integral part of thesethe unaudited condensed financial statements.

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7 ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

September 30, 2021

(Unaudited)​

Note 1 — Description of Organization and Business Operations

Organization and General

7 Acquisition Corporation (the "Company"“Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 4, 2021. The Company was incorporated for the purpose of entering into a merger, sharecapital stock exchange, asset acquisition, sharestock purchase, reorganization or similar business combination with 1 or more businesses (the "Business Combination"“Business Combination”) that the Company has not yet identified.

The Company is not limited to a particular industry or geographic location for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Sponsor and Initial Financing

As of SeptemberJune 30, 2021,2022, the Company had not commenced any operations. All activity for the period from March 4, 2021 (inception) through SeptemberJune 30, 20212022 relates to the Company’s formation, and itsthe initial public offering (“IPO”(the “Initial Public Offering” or “IPO”), which is described below.below, and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has selected December 31 as its fiscal year end.

Financinggenerates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s IPOInitial Public Offering was declared effective on November 4, 2021 (the "Effective Date").2021. On November 9, 2021,the Company consummated the IPOInitial Public Offering of 23,000,000 units (the “Units”), including 3,000,000 Units that were issued pursuant and, with respect to the underwriter’sshares of Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the exercise by the underwriter of its over-allotment option in full,the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is discusseddescribed in Note 3.Simultaneously3.

Simultaneously with the closing of the IPO,Initial Public Offering, the Company consummated the sale of 11,350,000 Privatewarrants (each, a “Private Placement Warrants (theWarrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to 7 Acquisition Holdings, LLC (the “Sponsor”) and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the(the “Anchor Investors”), generating gross proceeds of $11,350,000.$11,350,000, which is described in Note 4.

FollowingTransaction costs related to the closingconsummation of the IPO on November 9, 2021 amounted to $24,551,888, consisting of $4,600,000 of underwriting discount, $8,050,000 of deferred underwriting fees, $11,215,019 excess fair value of founder shares and $686,869 of other offering costs. In addition, on November 9, 2021, cash of approximately $2,111,900 was held outside of the Trust Account (as defined below) and was available for the payment of offering costs and for working capital purposes.

The Trust Account

Following the closing of the Initial Public Offering on November 9, 2021 (“IPO Closing Date”), an amount of $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPOInitial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust(the “Trust Account”), located. The funds in the United States which will beTrust Account was invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act ,treasury bills with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Companyfunds investing solely in U.S. Treasuries and meeting thecertain conditions ofunder Rule 2a-7 ofunder the Investment Company Act of 1940, as determined byamended. The Company will not be permitted to withdraw any of the Company,principal or interest held in the Trust Account except for the withdrawal of interest to pay taxes, if any. The funds held in the Trust Account will not otherwise be released from the trust account until the earlierearliest of: (i) the Company’s completion of a Business Combination andCombination; (ii) the redemption of any Public Shares (as defined below) properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation,incorporation; and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 18 months from November 9, 2021 (or any extended period of time that the Company may have to consummatecomplete an initial Business Combination as a result of an amendment to its Amended and Restated Memorandum and Articles of Association) (the “Combination Period”), the closing of the IPO.

Transaction costs of the IPO amounted to $24,551,888 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, $686,869 of actual offering costs, and $11,215,019 excess fair value of founder shares. Of the transaction costs, $1,782,165 is included within accumulated deficit and $22,769,723 is included as a reduction to proceeds..

Liquidity and Management’s PlanBusiness Combination

Management believesThe Company’s management has broad discretion with respect to the specific application of the net proceeds from the Initial Public Offering, although substantially all of the net proceeds from the Initial Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” means one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding taxes payable on the interest earned on the trust account) at the time of the signing of a definitive agreement in connection with a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination, either (i) in connection with a shareholder meeting called to approve such Business Combination or (ii) by means of a tender offer. The public shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to the public shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. As a result, shares are recorded at their redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”).

The decision as to whether the Company will seek shareholder approval of a Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, in its sole discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by law or stock exchange listing requirements. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the shares of ordinary shares voted are voted in favor of a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination.

The Company has until May 9, 2023 to complete its initial Business Combination. If the Company does not complete a Business Combination by such date (or such longer period as provided in an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (an “Extension Period”)), it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than 10 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination by May 9, 2023, or during any Extension Period. The initial shareholders have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete its initial Business Combination by May 9, 2023, or during any Extension Period. However, if the initial shareholders acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete its initial Business Combination by May 9, 2023, or during any Extension Period.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has available followingdiscussed entering into a transaction agreement, reduce the completionamount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the IPOdate of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will enable itnot be responsible to sustain operationsthe extent of any liability for such third-party claims. The Company will seek to have all third parties, including, but not limited to, all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses and other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claims of any kind in or to any monies held in the Trust Account.

Liquidity, Capital Resources and Going Concern

As of June 30, 2022 and December 31, 2021 , the Company had $427,626 and $660,773 in operating cash, respectively, and working capital of $483,847 and $929,956, respectively.

The Company’s liquidity needs up to June 30, 2022 had been satisfied through a period of at least one (1) yearpayment from the Sponsor of $25,000 for Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares” or “Founder Shares”) (see Note 5), the Initial Public Offering and the issuance date of these financial statements. Accordingly, substantial doubt about the Company’s abilityPrivate Placement Warrants. Additionally, the Company drew on an unsecured promissory note to continue as a going concern as disclosed in previously issued financial statements has been alleviated.pay certain offering costs.

Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one (1) year from the issuance date of these financial statements.time. The Company has since completed its IPO at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management

The Company has since re-evaluatedincurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the Company’s liquidity and financial condition and determined that sufficient capital existsresources it needs to sustain operations through December 2022for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor is committed to extend Working Capital Loans as needed (defined in Note 5 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and therefore substantial doubtreducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) that its plans to consummate an initial Business Combination will be successful. The Company has been alleviated.

Risks and Uncertainties

Managementuntil May 9, 2023 to complete its initial Business Combination. The Company will mandatorily liquidate in the event it is unable to complete its initial Business Combination. In addition, management is currently evaluating the impact of the COVID-19 pandemic and its effect on the Company’s financial position, results of its operations and/or search for a target company.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date the financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

The Company continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. TheseThe financial statementstatements do not include any adjustments that might result from the outcome of this uncertainty.

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Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated underof the Securities Exchange Act of 1934, as amended (“SEC”).SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 17, 2022, which contains the audited financial statements and notes thereto, and the Company’s prospectus for its Initial Public Offering for the period from March 4, 2021 (inception) through June 30, 2021 as filed with the SEC on November 8, 2021. The financial information as of December 31, 2021 as well asis derived from the audited financial statements presented in the Company’s CurrentAnnual Report on Form 8-K, as filed with10-K for the SEC on November 16,year ended December 31, 2021. The financial information for the period from March 4, 2021 (inception) through June 30, 2021 is derived from financial statements presented in the Company’s prospectus for its Initial Public Offering. The interim results for the periodthree and six months ended SeptemberJune 30, 20212022 are not necessarily indicative of the results to be expected for the periodyear ending December 31, 20212022 or for any future interim periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business StartupsJOBS Act, of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did 0t have any cash equivalents as of SeptemberJune 30, 2021.2022 and December 31, 2021, respectively.

Deferred Marketable Securities Held in Trust Account

Following the closing of the Initial Public Offering on November 9, 2021, an amount of $234,600,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with its initial business combination or to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 18 months from the closing of its initial public offering or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares; or (iii) absent its completing a Business Combination within 18 months from the closing of its Initial Public Offering, its return of the funds held in the trust account to its public shareholders as part of its redemption of the Public Shares. As of June 30, 2022, substantially all of the assets held in the Trust Account were held in money market funds which invest in United States Treasury securities. Through June 30, 2022, the Company has not withdrawn any monies from the Trust Account.

Offering Costs

The Company complies with the requirements of the FASB ASC 340-10-S99-1 and Securities and Exchange Commission (the “SEC”)SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses5A—“Expenses of Offering.” Deferred offeringOffering”. Offering costs at September 30, 2021consist principally of $542,422, consist of costsprofessional and registration fees incurred through the balance sheet date that are directly related to the IPO. The Company has concluded that a portion of the transactionOffering costs which directly relateare charged to the IPO and Private Placement should be allocated to the warrants upon their issuance, based on their relative fair value against total proceeds and recognized as transaction costs inshareholders’ deficit or the statement of operations. The remaining costs were chargedoperations based on the relative value of the Public Warrants and the Private Placement Warrants to temporary shareholder’s equitythe proceeds received from the Units sold upon the completion of the IPO.

Fair Value Accordingly, on November 9, 2021, offering costs totaling $24,551,888 (consisting of Financial Instruments

The$4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, $11,215,019 excess fair value of Founder Shares and $686,869 of actual offering costs, with $1,782,165 included in accumulated deficit as an allocation for the Company’s assetsPublic Warrants and liabilities, which qualifythe Private Placement Warrants, and $22,769,723 included as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily duea reduction to their short-term nature.proceeds.

Derivative Financial InstrumentsClass A Ordinary shares Subject to Possible Redemption

The Company evaluatesaccounts for its financial instrumentsClass A ordinary shares subject to determine if such instruments are derivatives or contain features that qualify as embedded derivativespossible redemption in accordance with ASCthe guidance in Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging”. For derivative financial instruments480 “Distinguishing Liabilities from Equity.” Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments shouldconsidered to be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversionoutside of the instrument could be required within 12 monthsCompany’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet date.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:sheet.

Income Taxes

The Company accountsfollows the asset and liability method of accounting for income taxes in accordance with the provisions ofunder ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferredDeferred tax assets and liabilities are recognized for the expectedestimated future tax consequences of temporaryattributable to differences between the financial statements carrying amounts of existing assets and liabilities in the financial statement and their respective tax basis.bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the period when assetsyears in which those temporary differences are realizedexpected to be recovered or liability is settled. AnyThe effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statementincome in the period that includesincluded the enactment date. Deferred tax assetsValuation allowances are reduced by a valuation allowanceestablished, when in the opinion of management, it is more likely than not that some portion or all of thenecessary, to reduce deferred tax assets will notto the amount expected to be realized.

ASC 740 prescribes a comprehensive modelrecognition threshold and a measurement attribute for how companies should recognize, measure, present,the financial statements recognition and disclose in their financial statement uncertainmeasurement of tax positions taken or expected to be taken onin a tax return. Under ASC 740, tax positions must initiallyFor those benefits to be recognized, in the financial statement when it isa tax position must be more likely than not the position willto be sustained upon examination by the taxtaxing authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were 0 unrecognized tax benefits and 0 amounts accrued for interest and penalties as of SeptemberJune 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

ThereThe Company is currently no taxation imposed onconsidered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

Net Income per Ordinary Share

Net income per ordinary share is computed by dividing net income by the Governmentweighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at June 30, 2022, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Cayman Islands. In accordance with CaymanTrust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 11,350,000 Private Placement Warrants in the calculation of diluted income tax regulations,per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income taxes areper ordinary share is the same as basic net income per ordinary share for the periods presented.

The Company’s statements of operations includes a presentation of net income per ordinary share subject to possible redemption and allocates the net income into the two classes of stock in calculating net earnings per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income per ordinary share is calculated by dividing the net income by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class B ordinary shares, net income per share is calculated by dividing the net income by the weighted average number of non-redeemable Class B ordinary shares outstanding for the period. Nonredeemable Class B ordinary shares include the founder shares as these shares do not leviedhave any redemption features and do not participate in the income earned on the Company. Consequently, income taxes areTrust Account. As of June 30, 2022, the Company did not reflectedhave any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the Company’s financial statement. earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.

The Company’s management does not expect thatfollowing table reflects the total amountcalculation of unrecognized tax benefits will materially change over the next twelve months.basic and diluted net income per ordinary share (in dollars, except per share amounts):

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Related Parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed Federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At September 30, 2021, the Federal Deposit Insurance Corporation coverage of $250,000. The Company has nonot experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Net Loss Per Ordinary ShareFair Value of Financial Instruments

Net loss per ordinary shareThe fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Fair Value Measurements

Fair value is computed by dividing net loss applicabledefined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to ordinary shareholders byunadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subjectlowest priority to forfeiture, plus, to the extent dilutive, theunobservable inputs (Level 3 measurements). These tiers include:

incremental numberIn some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

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”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in 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.

Warrant Liabilities

The Company accounts for the Public Warrants and Private Placement Warrants exercisable for the Company’s ordinary shares that are not indexed to settle warrants,its own shares as calculated usingliabilities at fair value on the treasury stock method. Weighted average ordinary shares were reduced for the effect of an aggregate of 750,000 Founder Shares that werebalance sheet. The Public Warrants and Private Placement Warrants are subject to forfeiture ifremeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the over-allotment option was not exercisedstatement of operations. The Company will continue to adjust the liability for changes in full or in part byfair value until the underwriter (see Note 3). At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earningsearlier of the Company underexercise or expiration of the treasury stock method. As a result, diluted loss per ordinary share isPublic Warrants and Private Placement Warrants. At that time, the same as basic ordinary share forportion of the periods presented.warrant liability related to the Public Warrants and Private Placement Warrants will be reclassified to additional paid-in capital.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, “Debt - “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years,on January 1, 2022, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

The Company has considered all newManagement does not believe that any recently issued, but not yet effective, accounting pronouncements, and has concluded that there are no new pronouncements that mayif currently adopted, would have a material impacteffect on the results of operations,Company’s condensed financial condition, or cash flows, based on the current information.statements.

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Note 3 — Initial Public Offering

Pursuant to the IPO, onOn November 9, 2021, pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of 1 share of Class A Ordinary Share ("Public Shares")ordinary shares and one-half of one warrant-half of one (each whole warrant, ("Public Warrants"a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase 1 Class A Ordinary Shareordinary share at aan exercise price of $11.50 per share, subject to adjustment (see Note 6)7).

An aggregate of $10.20 per Unit sold in the IPO was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of 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. As of November 9, 2021, $234,600,000 of the IPO proceeds and proceeds from the sale of the Private Placement Warrants was held in the Trust Account, representing an overfunding of the trust account of 102.0% of the public offering size. In addition, $2,111,900 of cash is not held in the Trust Account and is available for working capital purposes.

Transaction costs of the IPO amounted to $24,551,888, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, $11,215,019 excess fair value of Founder Shares (as defined below) and $686,869 of actual offering costs.

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Note 4 — Private Placement

Simultaneously with the closing of the IPO,Initial Public Offering, the Sponsor purchased an aggregate of 11,350,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrantwarrant ($11,350,000 in the aggregate) in a private placement.

Each whole private placement warrant (the "Private Placement"). Each Private“Private Placement WarrantWarrants”) is exercisable for 1 whole Class A Ordinary Shareordinary share at an exercisea price of $11.50 per share, subject to adjustment (see Note 6).share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the IPOInitial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

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Note 5 — Related Party Transactions

Founder Sharesshares

On March 4,8, 2021, the Sponsor purchased 5,750,0008,625,000 shares of the Company’s Class B ordinary shares (the "Founder Shares"“Founder Shares”) for an aggregate purchase price of $25,000. TheOn October 14, 2021, the Sponsor surrendered 2,875,000 Founder Shares includedto us for no consideration resulting in an aggregate of up to 750,000 shares that were subject to

Promissory Note — Related Partynote-related party

InOn March 8, 2021, the Company issued an unsecured promissory note to the Sponsor (the "Promissory Note"“Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note iswas non-interest bearing and payable on the earlier of December 31, 2021, or the consummationcompletion of the IPO. As of SeptemberJune 30, 2022 and December 31, 2021, there was $179,278were $0 and $16,790, respectively, that were outstanding under the Promissory Note.

Administrative Services Agreement

Commencing on the date that the Company’s securities are first listed on the Nasdaq Global Market, the Company will agree to pay the Sponsor a total of $2,500 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company's liquidation, the Company will cease paying these monthly fees.

Working Capital Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, certain of the Company’s officers, and directors or any of their affiliates may, but are not obligated to, loan the Company funds as may be required ("(“Working Capital Loans"Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of

The Class B Ordinary Sharesordinary shares will automatically convert into Class A Ordinary Sharesordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A Ordinary Shares,ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a Business Combination, the ratio at which Class B Ordinary Sharesordinary shares shall convert into Class A Ordinary Sharesordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agreeordinary shares to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Sharesordinary shares issuable upon conversion of all Class B Ordinary Sharesordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all Ordinary Sharesordinary shares outstanding upon the completion of the IPO plus all Class A Ordinary Sharesordinary shares and equity-linked securities issued or deemed issued by the Company in connection with or in relation to the consummationcompletion of the initial Business Combination, excluding any forward purchase securities, any Class A Ordinary Sharesordinary shares or equity-linked securities exercisable for or convertible into Class A Ordinary Sharesordinary shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor upon conversion of Working Capital Loans. In no event will the Class B Ordinary Sharesordinary shares convert into Class A Ordinary Sharesordinary shares at a rate of less than one to one.

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Note 7 — Warrant LiabilitiesWarrants

The Company accounts for the 22,850,000 warrants that were issued in the IPO (representing 11,500,000 Public Warrants and 11,350,000 Private Placement Warrants) 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, the Company will classify 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 liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statementstatements of operations.

Warrants — Public Warrants may only be exercised for a whole number of Class A Ordinary Shares.ordinary shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless holders purchase at least two Units, they will not be able to receive or trade a whole warrant. The Public Warrants will become exercisable 30 days after the completion of a Business Combination.

Redemption of warrants for cash: Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants for ordinary shares: Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are subject to certain transfer restrictions contained in the letter agreement by and among the company, the sponsor and the other parties thereto, as amended from time to time. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable (except for a number of Class A ordinary shares as described above under Redemption of warrants for Class A ordinary shares).

If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding Class A ordinary shares, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant had been exercised, accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A ordinary shares in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets.

The Company accounts for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants are recorded as derivative liability.

Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815 40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting.

Underwriting Agreementagreement

The Company granted the underwriter a 45 -day option from the date of the IPO to purchase up to 3,000,000 additional Units to cover over-allotments at the IPO price less the underwriting discount. On November 8, 2021, theThe underwriter exercised the over-allotment option in full, generating an additional $30,000,000 in gross proceeds. As a result of the over-allotment being exercised in full, the Sponsor did not forfeit any Founder Shares back to the Company.

The underwriter was paid a cash underwriting feediscount of $4,600,000 in the aggregate at the closing of the IPO. In addition, $0.35 per Unit, or $8,050,000 in the aggregate, is payable to the underwriter for deferred underwriting commissions. The deferred fee is payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

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