Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

June 30, 2022

OR

☐

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934

For the transition period from
to

Commission File Number
001-40061

Catcha Investment Corp

(Exact Name of Registrant As Specified in Its Charter)

Cayman Islands
 
98-1574476

(State or Other Jurisdiction of

Incorporation or Organization)

 

(IRS Employer

Identification Number)

Level 42, Suntec Tower Three

8 Temasek Blvd Singapore

 
038988
(Address of Principal Executive Offices)
 

038988

(Zip Code)

+65-6829-2294

(Registrant Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Units, each consisting of one share of Class A ordinary share, $0.0001 par value, and
one-third
of one redeemable warrant
 
CHAA.U
 
New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share
 
CHAA
 
New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A ordinary stock at an exercise price of $11.50 per share
 
CHAA WS
 
New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (SectionS-T(Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedanon-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act. (Check one):

Large Accelerated filer ☐  Accelerated filer ☐
Non-accelerated
filer		 ☒  Smaller reporting company ☒
 
  Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).    Yes  ☒    No  ☐

As of May 28, 2021,August 19, 202
2, 30,000,000 shares of Class A ordinary shares, par value $0.0001, and 7,500,000 shares of Class B ordinary shares, par value $0.0001, were issued and outstanding.

Table of Contents

CATCHA INVESTMENT CORP

FORM
10-Q
FOR THE QUARTER ENDED MARCH 31, 2021

JUNE 30, 2022

TABLE OF CONTENTS

   
Page
 

Part I. Financial Information

  1

Item 1. Interim Financial Statements

  1

Condensed Balance Sheets as of March 31, 2021June 30, 2022 (Unaudited) and December 31, 20202021

1
Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2022 and 2021
2
Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2022
   3 

Unaudited Condensed StatementStatements of OperationsChanges in Shareholders’ Deficit for the three and six months ended March  31,June 30, 2021

   4 

Unaudited Condensed StatementStatements of Changes in Shareholders’ EquityCash Flows for the threesix months ended March 31,June 30, 2022 and 2021

   5 

Notes to Condensed Statement of Cash Flows for the three months ended March  31, 2021Financial Statements (Unaudited)

   6 

Notes to Condensed Financial Statements

7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

   2019 

Item 3. Quantitative and Qualitative Disclosures Regardingabout Market Risk

21
Item 4. Controls and Procedures
21
Part II. Other Information
   23 

Item 4. Controls and Procedures1. Legal Proceedings

   23 

Part II. Other InformationItem 1A. Risk Factors

   23 

Item 1. Legal Proceedings

23

Item 1A. Risk Factors

23

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities

   23 

Item 3. Defaults Upon Senior Securities

23
Item 4. Mine Safely Disclosures
23
Item 5. Other Information
23
Item 6. Exhibits
23
Signatures
   24 

Item 4. Mine Safely Disclosures

24

Item 5. Other Information

24

Item 6. Exhibits

24

Part III. Signatures

26

Table of Contents
PART I - FINANCIAL INFORMATION

ITEM 1.

INTERIM FINANCIAL STATEMENTS

CATCHA INVESTMENT CORP

CONDENSED BALANCE SHEETS

   March 31, 2021  December 31, 2020 
   (unaudited)    

Assets

   

Cash and cash equivalents

  $1,294,784  $—   

Deferred Offering Costs

   —     86,354 

Prepaid expenses

   228,642   —   
  

 

 

  

 

 

 

Total current assets

   1,523,426   86,354 

Investment held in Trust Account

   300,010,185   — 
  

 

 

  

 

 

 

Total Assets

  $301,533,611  $86,354 
  

 

 

  

 

 

 

Liabilities and Shareholders’ Equity

   

Accrued expenses

  $87,633  $62,098 

Due to Related Party

   15,667   —   

Promissory Note - Related Party

   —     5,000 
  

 

 

  

 

 

 

Total current liabilities

   103,300   67,098 

Warrant liability

   21,772,425   —   

Deferred Underwriting fees

   10,500,000   —   
  

 

 

  

 

 

 

Total liabilities

   32,375,725   67,098 
  

 

 

  

 

 

 

Commitments (Note 8)

   

Class A ordinary shares subject to possible redemption, 26,415,788 shares and no shares at redemption value at March 31, 2021 and December 31, 2020, respectively

   264,157,880   —   

Shareholders’ Equity:

   

Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding

   —     —   

Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 3,584,212 shares and no shares issued and outstanding, (excluding 26,415,788 and no shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively

   358   —   

Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,500,000 and 7,906,250 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively

   750   791 

Additional paid-in capital

   6,464,241   24,209 

Accumulated deficit

   (1,465,343)   (5,744) 
  

 

 

  

 

 

 

Total Shareholders’ equity

   5,000,006   19,256 
  

 

 

  

 

 

 
   
  

 

 

  

 

 

 

Total Liabilities and Shareholders’ Equity

  $301,533,611  $86,354 
  

 

 

  

 

 

 

The

   
June 30,

2022
  
December 31,

2021
 
   (Unaudited)    
Assets
         
Cash
  $426,461  $995,064 
Prepaid expenses
   157,359   41,955 
   
 
 
  
 
 
 
Total current assets
   583,820   1,037,019 
Investments held in Trust Account
   300,442,409   300,084,603 
   
 
 
  
 
 
 
Total Assets
  $301,026,229  $301,121,622 
   
 
 
  
 
 
 
Liabilities and Shareholders’ Deficit
         
Accounts payable and accrued expenses
  $500,636  $474,254 
Due to Related Party
   65,625   6,000 
   
 
 
  
 
 
 
Total current liabilities
   566,261   480,254 
Warrant liability
   1,701,269   8,910,582 
Deferred underwriting fees
   10,500,000   10,500,000 
   
 
 
  
 
 
 
Total liabilities
   12,767,530   19,890,836 
   
 
 
  
 
 
 
Commitments and Contingencies (Note 7)
   0   0 
Class A ordinary shares subject to possible redemption, 30,000,000 shares at redemption value at June 30, 2022 and December 31, 2021
   300,442,409   300,084,603 
Shareholders’ Deficit:
         
Preference shares, $0.0001 par value; 5,000,000 shares authorized; 0ne issued and outstanding
   0—     0—   
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 0 shares issued and outstanding, (excluding 30,000,000 shares subject to possible redemption) at June 30, 2022 and December 31, 2021
   0—     0—   
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,500,000 shares issued and outstanding at June 30, 2022 and December 31, 2021
   750   750 
Additional
paid-in
capital
   —     —   
Accumulated deficit
   (12,184,460)   (18,854,567) 
   
 
 
  
 
 
 
Total shareholders’ deficit
   (12,183,710)   (18,853,817) 
   
 
 
  
 
 
 
Total Liabilities and Shareholders’ Deficit
  $301,026,229  $301,121,622 
   
 
 
  
 
 
 
See accompanying notes are an integral part ofto the unaudited condensed financial statements.

1
Table of Contents
CATCHA INVESTMENT CORP

UNAUDITED CONDENSED STATEMENTSTATEMENTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2021

(UNAUDITED)

Operating and formation costs

  $67,947 
  

 

 

 

Loss from operations

   (67,947) 

Other income (loss):

  

Interest income

   10,185 

Change in fair value of warrant liability

   (606,791) 

Transaction costs incurred in connection with IPO

   (795,046) 
  

 

 

 

Total other loss, net

   (1,391,652) 
  

 

 

 

Net loss

  $(1,459,599) 
  

 

 

 

Basic and diluted weighted average shares outstanding, Class A ordinary share, subject to possible redemption

   12,358,027 
  

 

 

 

Basic and diluted net loss per share

   —   
  

 

 

 

Basic and diluted weighted average shares outstanding, Class B ordinary shares

   8,808,639 
  

 

 

 

Basic and diluted net loss per share

  $(0.17) 
  

 

 

 

The

   
Three Months Ended

June 30,
  
Six Months Ended

June 30,
 
   
2022
  
2021
  
2022
  
2021
 
Formation and operating costs
  $148,323  $171,043  $539,206  $238,990 
   
 
 
  
 
 
  
 
 
  
 
 
 
Loss from operations
  
 
(148,323
) 
 
 
(171,043
) 
 
 
(539,206
) 
 
 
(238,990
) 
Other income (expense):
                 
Interest income from Trust Account
   320,288   22,605   357,806   32,790 
Transaction costs incurred in connection with IPO
   —     —     —     (795,046) 
Change in fair value of warrant liability
   2,140,198   6,541,875   7,209,313   5,935,084 
   
 
 
  
 
 
  
 
 
  
 
 
 
Total other income, net
   2,460,486   6,564,480   7,567,119   5,172,828 
Net income
  
$
2,312,163
 
 
$
6,393,437
 
 
$
7,027,913
 
 
$
4,933,838
 
   
 
 
  
 
 
  
 
 
  
 
 
 
Basic and diluted weighted average shares outstanding, redeemable ordinary shares, subject to possible redemption
   30,000,000   30,000,000   30,000,000   22,209,945 
   
 
 
  
 
 
  
 
 
  
 
 
 
Basic and diluted net income per share
  
$
0.06
 
 
$
0.17
 
 
$
0.19
 
 
$
0.17
 
   
 
 
  
 
 
  
 
 
  
 
 
 
Basic and diluted weighted average shares outstanding,
non-redeemable
ordinary shares
   7,500,000   7,500,000   7,500,000   7,337,707 
   
 
 
  
 
 
  
 
 
  
 
 
 
Basic and diluted net income per share
  
$
0.06
 
 
$
0.17
 
 
$
0.19
 
 
$
0.17
 
   
 
 
  
 
 
  
 
 
  
 
 
 
See accompanying notes are an integral part ofto the unaudited condensed financial statements.

2
Table of Contents
CATCHA INVESTMENT CORP

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022
   
Ordinary Shares
   
Additional
      
Total
 
   
Class A
   
Class B
   
Paid-In
   
Accumulated
  
Shareholders’
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Deficit
  
Deficit
 
Balance as of January 1, 2022
   —     $—     
 
7,500,000
 
  
$
750
 
  $—     
$
(18,854,567
) 
 
$
(18,853,817
) 
Net income
   —      —      —      —      —      4,715,750   4,715,750 
Accretion of interest income to Class A shares subject to redemption
   —      —      —      —      —      (37,518)   (37,518) 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
Balance as of March 31, 2022
   —     
$
—  
 
  
 
7,500,000
 
  
$
750
 
  $—     
$
(14,176,335
) 
 
$
(14,175,585
) 
Net income
   —      —      —      —      —      2,312,163   2,312,163 
Accretion of interest income to Class A shares subject to redemption
   —      —      —      —      —      (320,288)   (320,288) 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
Balance as of June 30, 2022
   —     
$
—  
 
  
 
7,500,000
 
  
$
750
 
  $—     
$
(12,184,460
) 
 
$
(12,183,710
) 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
See accompanying notes to the unaudited condensed financial statements.
3
Table of Contents
CATCHA INVESTMENT CORP
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED MARCH 31,JUNE 30, 2021

(UNAUDITED)

   Class A
Ordinary Shares		  Class B
Ordinary Shares		  Additional     Total 
   Shares  Amount  Shares  Amount  Paid-in
Capital		  Accumulated
Deficit		  Shareholders’
Equity		 

Balance- December 31, 2020

   $    7,906,250  $791  $24,209  $(5,744)  $19,256 

Sale of 30,000,000 Units on February 17, 2021 through public offering, net of offering costs and warrant liability

   30,000,000   3,000     269,970,509    269,973,509 

Sale of 5,333,333 Private Placement Warrants on February 17, 2021, net of warrant liability

       624,720    624,720 

Net loss

        (1,459,599)   (1,459,599) 

Forfeiture of over-allotment option of Class B ordinary shares

   —     —     (406,250)   (41)   41   —     —   

Reclassification of ordinary shares subject to

redemption

   (26,415,788)   (2,642)     (264,155,238)    (264,157,880) 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of March 31, 2021

   3,584,212  $358   7,500,000  $750  $6,464,241  $(1,465,343)  $5,000,006 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

The

   
Ordinary Shares
  
Additional
     
Total
Shareholders’
 
   
Class A
   
Class B
  
Paid-In
  
Accumulated
  
Equity
 
   
Shares
   
Amount
   
Shares
  
Amount
  
Capital
  
Deficit
  
(Deficit)
 
Balance as of January 1, 2021
   —     $—     
 
7,906,250
 
 
$
791
 
 
$
24,209
 
 
$
(5,744
) 
 
$
19,256
 
Sale of 5,333,333 Private Placement Warrants on February 17, 2021, net of warrant liability
   —      —      —     —     624,720       624,720 
Forfeiture of over-allotment option of Class B ordinary shares
   —      —      (406,250)   (41)   41   —     —   
Remeasurement
of Class A ordinary shares to redemption value
   —      —      —     —     (648,970)   (29,377,521)   (30,026,491) 
Accretion of interest income to Class A shares subject to redemption
   —      —      —     —     —     (10,185)   (10,185) 
Net loss
   —      —      —     —     —     (1,459,599)   (1,459,599) 
   
 
 
   
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance as of March 31, 2021
   —     
 
—  
 
  
 
7,500,000
 
 
$
750
 
 $—    
$
(30,853,049
) 
 
$
(30,852,299
) 
Accretion of interest income to Class A shares subject to redemption
   —      —      —     —     —     (22,605)   (22,605) 
Net income
   —      —      —     —     —     6,393,437   6,393,437 
   
 
 
   
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance as of June 30, 2021
   —     
$
—  
 
  
 
7,500,000
 
 
$
750
 
 $—    
$
(24,482,217
) 
 
$
(24,481,467
) 
   
 
 
   
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
See accompanying notes are an integral part ofto the unaudited condensed financial statements.

4
Table of Contents
CATCHA INVESTMENT CORP

UNAUDITED CONDENSED STATEMENTSTATEMENTS OF CASH FLOWS

THE THREE MONTHS ENDED MARCH 31, 2021

(UNAUDITED)

Cash flows from operating activities:

  

Net loss

  $(1,459,599) 

Adjustments to reconcile net loss to net cash used in operating activities:

  

Interest earned on cash and marketable securities held in Trust Account

   (10,185) 

Transaction costs incurred in connection with IPO

   795,046 

Change in fair value of warrant liability

   606,791 

Changes in current assets and liabilities:

  

Prepaid expenses

   (228,642) 

Accrued expenses

   25,535 

Due to related party

   15,667 
  

 

 

 

Net cash used in operating activities

   (255,387) 
  

 

 

 

Cash Flows from Investing Activities:

  

Purchase of investment held in Trust Account

   (300,000,000) 
  

 

 

 

Net cash used in investing activities

   (300,000,000) 

Cash flows from financing activities:

  

Proceeds from initial public offering, net of underwriting

   294,000,000 

Proceeds from private placement

   8,000,000 

Payment of promissory note

   (131,259) 

Payment of offering costs

   (318,570) 
  

 

 

 

Net cash provided by financing activities

   301,550,171 
  

 

 

 

Net change in cash

   1,294,784 

Cash, beginning of the period

   —   
  

 

 

 

Cash, end of the period

  $1,294,784 
  

 

 

 

Supplemental disclosure of cash flow information:

  

Deferred underwriting fees

  $10,500,000 
  

 

 

 

Initial value of Class A ordinary shares subject to possible redemption

  $264,814,870 
  

 

 

 

Change in value of Class A ordinary shares subject to possible redemption

  $(656,990) 
  

 

 

 

Initial classification of warrant liability

  $21,165,634 
  

 

 

 

Deferred offering costs paid under promissory note

  $126,259 
  

 

 

 

Offering costs included in accrued offering costs

  $87,633 
  

 

 

 

The

   
For the
Six Months
Ended
June 30, 2022
  
For the
Six Months
Ended
June 30, 2021
 
Cash Flows from Operating Activities:
         
Net income
  $7,027,913  $4,933,838 
Adjustments to reconcile net income to net cash used in operating activities:
         
Interest income from Trust Account   (357,806)   (32,790) 
Change in fair value of warrant liability
   (7,209,313)   (5,935,084) 
Transaction costs incurred in connection with IPO
   —     795,046 
Changes in current assets and current liabilities:
         
Prepaid expenses
   (115,404)   (169,989) 
Accounts payable and accrued expenses
   26,382   (20,072) 
Due to related party
   59,625   5,667 
   
 
 
  
 
 
 
Net cash used in operating activities
  
 
(568,603
) 
 
 
(423,384
) 
   
 
 
  
 
 
 
Cash Flows from Investing Activities:
         
Purchase of investments held in Trust Account
   —     (300,000,000) 
   
 
 
  
 
 
 
Net cash used in investing activities
  
 
—  
 
 
 
(300,000,000
) 
   
 
 
  
 
 
 
Cash Flows from Financing Activities:
         
Proceeds from initial public offering, net of costs
   —     294,000,000 
Proceeds from private placement
   —     8,000,000 
Payment of promissory note
   —     (131,259) 
Payments of offering costs
   —     (318,570) 
   
 
 
  
 
 
 
Net cash provided by financing activities
  
 
—  
 
 
 
301,550,171
 
   
 
 
  
 
 
 
Net Change in Cash
   (568,603)   1,126,787 
Cash – Beginning
   995,064   —   
   
 
 
  
 
 
 
Cash, end of the period
  
$
426,461
 
 
$
1,126,787
 
 
 
 
 
 
 
 
Supplemental Disclosure of
Non-cash
Financing Activities:
         
Deferred underwriting commissions charged to additional paid-in capital  $—    $10,500,000 
   
 
 
  
 
 
 
Initial value of Class A ordinary shares subject to possible redemption
  $—    $300,000,000 
   
 
 
  
 
 
 
Accretion of interest income to Class A shares subject to possible redemption
  $357,806  $32,790 
   
 
 
  
 
 
 
Initial classification of warrant liability
  $—    $21,165,634 
   
 
 
  
 
 
 
Deferred offering costs paid under promissory note
  $—    $126,259 
   
 
 
  
 
 
 
Deferred offering costs included in accrued expenses
  $—    $87,633 
   
 
 
  
 
 
 
See accompanying notes are an integral part ofto the unaudited condensed financial statements.

5
Table of Contents
CATCHA INVESTMENT CORP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS MARCH 31, 2021

(Unaudited)

JUNE 30, 2022
Note 1—Organization and Business Operation

Organization and General

Catcha Investment Corp (the “Company”) was incorporated as a Cayman Islands exempted company on December 17, 2020. The Company was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company.

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.

As of March 31, 2021,June 30, 2022, the Company had not commenced any operations. All activity for the period from December 17, 2020 (inception) through March 31, 2021June 30, 2022 relates to the Company’s formation, and the initial public offering, as described below.and after the initial public offering, searching for a Business Combination target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company
will generate non-operating income in
the form of interest income on cash and cash equivalentsinvestments held in Trust Account from the proceeds derived from the initial public offering and will recognize changes in the fair value of warrant liability as other income (expense). The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Catcha Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”).

Financing

The registration statement for the Company’s Initial Public Offering (as defined below) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 11, 2021 (the “Effective Date”). On February 17, 2021, the Company consummated the initial public offering (the “Initial Public Offering” or “IPO”) of 30,000,000 units (the “Units” and, with respect to the Class A ordinary share included in the Units sold, the “Public Shares”), including the issuance of 2,500,000 Units as a result of the underwriters’ partial exercise of the over-allotment, at $10.00 per Unit generating gross proceeds of $300,000,000, which is described in Note 4.3. Each Unit consists of one Class A ordinary
share, and one-third of one warrant
to purchase one Class A ordinary share. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each whole warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, February 17, 2021, and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation (see Note 4)3).

Simultaneously with the closing of the IPO, the Company consummated the sale of an aggregate of 5,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per warrant in a private placement to the Company’s Sponsor, generating gross proceeds to the Company of $8,000,000, which is described in Note 5.

4.

Following the closing of the IPO on February 17, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and will bewas invested only in U.S. government treasury obligations 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 that investinvests only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s second amended and restated memorandum and articles of association, and subject to the requirements of law and regulation, will provide that the proceeds from the IPO held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the Company’s public shareholders, until the earliest of (i) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s second 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 the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination within 24 months from the closing of the IPO (the “Combination Period”) or during any Extension Periodextended time in which the Company has to consummate a Business Combination beyond the aforementioned period as a result of a shareholder vote to amend the second amended and restated memorandum and articles of association (an “Extension Period”) or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares, and (iii) the redemption of the Company’s public shares if the Company has not consummated its Business Combination within the Combination Period, subject to applicable law.

As

6
Table of Contents
During the quarter ended March 31, 2021, transaction costs amounted to $17,031,183, consisting of $6,000,000 of underwriting fee,fees, $10,500,000 of deferred underwriting fees (see Note 8)7), and $531,183 of other offering costs. Of the $17,031,183 transaction costs, $16,236,137 was charged intoto additional paid in
paid-in
capital and $795,046 was allocated to the public and private warrants and recorded as operating and formation costs.

other income (loss).

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The shareholders will be entitled to redeem their shares
at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided by the number of then outstanding public shares. The amount in the Trust Account iswas initially anticipated to be
 $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as described in Note 5) in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s second amended and restated memorandum and articles of association, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate the initial Business Combination within the Combination Period 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 registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Liquidity and Capital Resources

7
Table of Contents
Going Concern
As of March 31, 2021,June 30, 2022, the Company had $1,294,784$426,461 in cash outside of the Trust Account and working capital of approximately $1.4 million.$17,559. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (see Note 6)5).

Based on

The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. If the foregoing, management believes thatestimate of the costs of identifying a target business, undertaking
in-depth
due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Business Combination. Moreover, the Company will have sufficient workingneed to raise additional capital and borrowing capacity to meetthrough loans from its needs through the earlierSponsor, officers, directors, or third parties. None of the consummationSponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. 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 condensed financial statements are issued.
In addition, if the Company is not able to consummate a Business Combination before February 17, 2023 (absent any extensions of such period with shareholder approval), the Company will commence an automatic winding up, dissolution and liquidation. Management has determined that the automatic liquidation, should a Business Combination not occur, and potential subsequent dissolution also raises substantial doubt about the Company’s ability to continue as a going concern. While management intends to complete a business combination on or one year from this filing. Over this time period,before February 17, 2023, it is uncertain whether the Company will be usingable to do so. No adjustments have been made to the working capital for identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selectingcarrying amounts of assets or liabilities should the target businessCompany be required to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

liquidate after February 17, 2023.

Risks and Uncertainties

On January 30, 2020,

Management is currently evaluating the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the
COVID-19
pandemic and Russia-Ukraine war and has concluded that while it is reasonably possible that the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreakvirus and war could have a negative effect on the Company’s financial position, will depend on future developments, includingresults of its operations and/or search for a target company, the duration and spreadspecific impact is not readily determinable as of the outbreak and related advisories and restrictions. These developments and the impactdate ofthe COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If thestatement. The accompanying unaudited condensed financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The balance sheet doesstatements do not include any adjustments that might result from the outcome of this uncertainty.

these uncertainties.

Note 2 — Restatement of Previously Issued Financial Statement as of February 17, 2021

On April 12, 2021, the Staff of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a Business Combination, which terms are similar to those contained in the warrant agreement, dated as of February 11, 2021, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 10,000,000 Public Warrants and (ii) the 5,333,333 Private Warrants (See Note 4 and Note 5). The Company previously accounted for both Warrants as components of equity.

In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging; Contracts in Entity’s Own Equity, the Company concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities and measured at fair value at inception (on the date of the IPO) and at each reporting date with changes in fair value recognized in the Statement of Operations in the period of change.

After consultation with the Company’s management and the audit committee of the Company’s Board of Directors , the Company concluded that it is appropriate to restate the Company’s previously issued financial statement as of February 17, 2021, as previously reported in its Form 8-K. The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein.

The following tables summarize the effect of the Restatement on each balance sheet line item as of the dates, indicated:

   As Previously
Reported		   Adjustment   As Restated 

Balance Sheet at February 17, 2021

      

Warrant Liability

  $—     $21,165,634   $21,165,634 

Class A ordinary share subject to possible redemption

   285,980,510    (21,165,640)    264,814,870 

Class A ordinary shares

   140    212    352 

Additional paid-in capital

   5,018,900    794,841    5,813,741 

Accumulated deficit

  $(19,827)   $(795,046)   $(814,873) 

Note 3—2—Significant Accounting Policies

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed financial statements are presentedhave been prepared in conformityaccordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form
10-Q
and Article 108 of Regulation
S-X
of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with US 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 periodsperiod presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the Company’s Annual Report on Form

10-K
for the period from December 17, 2020 (inception) throughyear ended December 31, 20202021 as filed with the SEC on February 24,March 31, 2022, which the accompanying condensed balance sheet as of December 31, 2021 and April 15, 2021, respectively.was derived from. The interim results for the three and six months ended March 31, 2021June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 20212022 or for any future interim periods.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups 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 auditor 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.

8
Table of Contents
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 requirements that
apply to non- emergingnon-emerging growth
companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.

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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 had $426,461 and $995,064 in cash and did not have any cash equivalents as of MarchJune 30, 2022 and December 31, 2021.

Investment2021, respectively.

Investments Held in Trust Account

At MarchJune 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its United States Treasury
securities as held-to-maturity in accordance
with FASB ASCFinancial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, “Investments—Debt and
Equity Securities.” Held-to-maturity securities are
those securities which the Company has the ability and intent to hold
until maturity. Held-to-maturity treasury securities
are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

Investment Held in Trust Account

As of March 31, 2021, investmentJune 30, 2022, investments in the Company’s Trust Account consisted of $255$4,517 in cash and $300,009,930 $300,437,892
in U.S. Treasury Securities. All of the U.S. Treasury Securities purchased prior to December 31, 2021 have matured. The Company repurchased new Treasury Securities during the six months ended June 30, 2022, which will mature on July 22, 2021.August 25, 2022. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value, approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding gainlosses and fair value of held to maturity securities on March 31, 2021June 30, 2022 are as follows:

   Amortized Cost
and Carrying
Value		   Gross
Unrealized
Gains		   Gross
Unrealized
Losses		   Fair Value as of
March 31, 2021		 

U.S. Money Market

  $255   $—     $—     $255 

U.S. Treasury Securities

   300,009,930    9,402    —      300,019,332 
  

 

 

   

 

 

   

 

 

   

 

 

 
  $300,010,185   $9,402   $—     $300,019,587 
  

 

 

   

 

 

   

 

 

   

 

 

 
​​​​​​​

   
Amortized Cost
and Carrying
Value
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair Value as of
June 30,
2022
 
Cash
  $4,517   $—     $—     $4,517 
U.S. Treasury Securities
   300,437,892    —      (184,602)    300,253,290 
   
 
 
   
 
 
   
 
 
   
 
 
 
   $300,442,409   $—     $(184,602)   $300,257,807 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
A decline in the market value of
held-to-maturity
securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to
year-end,
forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in.

Premiums and discounts are amortized or accreted over the life of
the related held-to-maturityheld-to
maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned.

9
Table of Contents
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 the Federal Depository Insurance Coverage of $250,000. At MarchJune 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value Measurements

FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value of certain of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet. The fair values of cash, prepaid assets,expenses, accounts payable and accounts payableaccrued expenses, and due to related party are estimated to approximate the carrying values as of MarchJune 30, 2022 and December 31, 2021 due to the short maturities of such instruments.

Offering Costs

Associated with IPO

The Company complies with the requirements of
the ASC 340-10-S99 and SEC
Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees that are related to the IPO.
FASB ASC 470-20, Debt “Debt with
Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares.

At

During the quarter ended March 31, 2021, offering costs in the aggregate of $16,236,137 have been charged to shareholders’ equity (deficit) (consisting of $5,724,193 in underwriting fee,fees, plus $10,017,338 in deferred underwriting fees, and $494,606 of other offering costs), offering costs in the aggregate of $795,046 have been recorded as operating expensesother income (loss) (consisting of $275,807 in underwriting fee,fees, plus $482,662 in deferred underwriting fees, and $36,577 of other offering costs).
10
Table of Contents
Over-allotment Option Liability
The Company accounted for the three monthsover-allotment option in accordance with the guidance contained in ASC
815-40.
The over-allotment is not considere
d indexed to the Company’s own ordinary shares, and as such, it does not meet the criteria for equity treatment and is recorded as liabilities. On February 17, 2021, the underwriters exercised the over-allotment option partially and the remaining was expired on March 28, 2021. The fair value changes of over-allotment option liability between IPO closing date and the expiration date were recorded in operations during the period ended MarchDecember 31, 2021.

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 Accounting Standards Codification (“ASC”)FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) isare classified as a liability instrument and isare measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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) isare classified as temporary equity. At all other times, Class A ordinary share isshares are classified as stockholders’shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that isare considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class Aall ordinary shares subject to possible redemption areis presented at redemption value as temporary equity, outside of the stockholders’shareholders’ equity (deficit) section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.
At June 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table:
Gross proceeds from initial public offering
  $300,000,000 
Less: Proceeds allocated to Public Warrants
   (13,790,354) 
Less: Class A ordinary shares issuance costs
   (16,236,137) 
Less: Initial fair value of over-allotment option
   (325,679) 
Add: Remeasurement of Class A ordinary shares to redemption value
   30,352,170 
Add: Accretion of interest income to Class A shares subject to redemption
   84,603 
   
 
 
 
Class A ordinary shares subject to possible redemption as of December 31, 2021
   300,084,603 
Add: Accretion of interest income to Class A shares subject to redemption
   357,806 
   
 
 
 
Class A ordinary shares subject to possible redemption as of June 30, 2022
  $300,442,409 
   
 
 
 
Warrant Liability

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 condensed 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 condensed balance sheet date.

The Company accounts for the warrants issued in connection with the IPO and the Private Placement 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 classified each warrant as a liability at its fair value. This liability is subject
to re-measurement at
each reporting period.periods. 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 statement of operations. As of MarchJune 30, 2022 and December 31, 2021, there were 15,333,333 warrants outstanding.

11
Table of Contents
Net LossIncome Per Share

Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period.

The Company applies the two-class method in calculating earnings per share. Ordinaryhas two classes of shares, subject to possible redemption at March 31, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placementreferred to as such warrants were anti-dilutive. The warrants are exercisable to purchase 15,333,333 Class A ordinary shares inand Class B ordinary shares. Earnings and losses are shared pro rata between the aggregate.

two classes of shares. The 15,333,333 potential common shares for outstanding warrants to purchase the Company’s condensed statement of operations includestock were excluded from diluted earnings per share for the three and six months ended June 30, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a presentation of lossresult, diluted net income per Class A ordinarycommon share is the same as basic net income per common share for the periods. In addition, the shares subject to possible redemptionforfeiture are not included in weighted average shares outstanding until the forfeiture restrictions lapse.

The table below presents a manner similarreconciliation of the numerator and denominator used to the two-class method of loss per ordinary share. Net income per ordinary share,compute basic and diluted net income per share for redeemable Class Aeach class of ordinary share is calculated by dividingshares. Because the interest income earned onredemption value of the Trust Account, by the weighted average number of redeemable Class A ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for non-redeemable Class B ordinary shareapproximates their fair value, remeasurement to redemption value is calculated by dividing the net loss, adjusted for income attributable to redeemable Class B ordinary shares, by the weighted average number of non-redeemable Class B ordinary shares outstanding for the periods. 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.

impacting allocable earnings.

   Three Months Ended
March 31, 2021		 

Redeemable Class A Ordinary Share

  

Numerator: Earnings allocable to Redeemable Class A Ordinary Share

  

Interest Income

  $8,968 

Less: Interest available to be withdrawn for payment of taxes

  $—   
  

 

 

 

Net Earnings

  $8,968 

Denominator: Weighted Average Redeemable Class A Ordinary Share

  

Redeemable Class A Ordinary Share, Basic and Diluted

   12,358,027 

Earnings/Basic and Diluted Redeemable Class A Ordinary Share

  $—   
  

Non-Redeemable Class B Ordinary Share

  

Numerator: Net Income minus Redeemable Net Earnings

  

Net Loss

  $(1,459,599) 

Redeemable Net Earnings

  $(8,968) 
  

 

 

 

Non-Redeemable Net Loss

  $(1,468,567) 

Denominator: Weighted Average Non-Redeemable Class B Ordinary Share

  

Non-Redeemable Class B Ordinary Share, Basic and Diluted

   8,808,639 

Basic and Diluted Net Loss per Non-Redeemable Ordinary Share

  $(0.17) 

   
For the three months ended
June 30, 2022
   
For the three months ended
June 30, 2021
 
   
Class A
   
Class B
   
Class A
   
Class B
 
Basic and diluted net income per share:
                    
Numerator:
                    
Allocation of net income
  $1,849,730    462,433   $5,114,750   $1,278,687 
Denominator:
                    
Weighted-average shares outstanding
   30,000,000    7,500,000    30,000,000    7,500,000 
Basic and diluted net income per share
  $0.06   $0.06   $0.17   $0.17 
   
For the six months ended
June 30, 2022
   
For the six months ended
June 30, 2021
 
   
Class A
   
Class B
   
Class A
   
Class B
 
Basic and diluted net income per share:
                    
Numerator:
                    
Allocation of net income
  $5,622,330    1,405,583   $3,725,575   $1,208,263 
Denominator:
                    
Weighted-average shares outstanding
   30,000,000    7,500,000    22,209,945    7,337,707 
Basic and diluted net income per share
  $0.19   $0.19   $0.17   $0.17 
Income Taxes

The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the condensed financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of MarchJune 30, 2022 and December 31, 2021. 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. As of MarchJune 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

12
Table of Contents
Recent Accounting Pronouncements

Management

In August 2020, the FASB issued
ASU2020-06,
Debt-Debt with Conversion and Other Options
(Subtopic470-20)
and Derivatives and Hedging-Contracts in Entity’s Own Equity
(Subtopic815-40):Accounting
for Convertible Instruments and Contracts in an Entity’s Own Equity
(“ASU2020-06”),which
simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU2020-06
is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. 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’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s condensedaccompanying financial statements.

Note 4 — 3—Initial Public Offering

On February 17, 2021, the Company sold 30,000,000 Units, including the issuance of 2,500,000 Units as a result of the underwriters’ partial exercise of the over-allotment, at a purchase price of $10.00 per Unit. The over-allotment option covering an additional 1,625,000 units was expired on March 28, 2021. Each Unit consists of one Class A ordinary
share, and one-third of one
warrant to purchase one Class A ordinary share. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each whole warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, February 17, 2021, and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation (see Note 8).

liquidation.

Following the closing of the IPO on February 17, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and was invested only in U.S. government treasury obligations 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 that investinvests only in direct U.S. government treasury obligations.

Warrants

As of March 31, 2021,June 30, 2022, there were 15,333,33310,000,000 public warrants and 5,333,333 private placement warrants outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price (discussed below) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price (discussed below) will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

13
Table of Contents
The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonablyreasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonablyreasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00.

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

in whole and not in part;

at a price of $0.01 per warrant;

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days
within a 30-trading day
period ending three trading days before the Company sends the notice of redemption to the warrant holders.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00.

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

in whole and not in part;

at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares;

if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the
30-trading
day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

if the closing price of the Class A ordinary shares for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants.

14
Table of Contents
The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the ordinary shares in the Business Combination is payable in the form of ordinary shares in the successor entity, and if the holders of the warrants properly exercisesexercise the warrants within thirty days following the public disclosure of the consummation of Business Combination 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 below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the ordinary shares consists exclusively of cash, the amount of such cash per ordinary share, and (ii) in all other cases, the volume weighted average price of the ordinary shares as reported during the
ten-trading
day period ending on the trading day prior to the effective date of the Business Combination.

The Company believedbelieves that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a

“fixed-for-fixed”
option as defined under FASB ASC Topic No. 815 – 40, and thus the warrants are not eligible for an exception from derivative accounting.

The accounting treatment of derivative financial instruments requires that the Company recordsrecord a derivative liability at fair value upon the closing of the IPO. The warrants will bewere allocated a portion of the proceeds from the issuance of the Units equal to itstheir fair value determined by the Monte Carlo simulation. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. If no events occurred during the period, the warrants will not be reclassified. The fair value of the liabilities will be is
re-measured
at the end of every reporting period and the change in fair value will beis reported in the statementcondensed statements of operations as a gain or loss on derivative financial instruments.

Note 5—4—Private Placement

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8,000,000. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO.

Note 6—5—Related Party Transactions

Founder Shares

On December 28, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001. On February 11, 2021, the Company effected a share capitalization resulting in the sponsor holding an additional 718,750 class B ordinary shares for an aggregate of 7,906,250 class B ordinary shares including up to 1,031,250 Founder Shares subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On February 17, 2021, the underwriters partially exercised their over-allotment option, hence, 625,000 Founder Shares were no longer subject to forfeiture. At March 28, 2021, the over allotmentover-allotment option was terminated,expired, hence the 406,250 Class B ordinary shares were forfeited. As of MarchJune 30, 2022 and December 31, 2021, there were 7,500,000 Founder Shares issued and outstanding.

The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the
“lock-up”l
ock-up”).
15
Table of Contents
Notwithstanding the foregoing, if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the
lock-up.

Due to related party

As of MarchJune 30, 2022 and December 31, 2021, the amount due to related party was $15,667$65,625 and $6,000,
respectively, which represents the accrual of anthe administrative service fee from the Listing Date (defined below) to March 31, 2021.

described below.

Promissory Note—Related Party

On December 28, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company maywas allocated to borrow up to $300,000 to be used for a portion of the expenses of the IPO. These
loans are were non-interest bearing, unsecured
and arewere due at the earlier of September 30, 2021 or the closing of the IPO. On February 22, 2021, the Company repaid $131,259 of amounts borrowed from the Sponsor. AsSponsor, the funds of March 31, 2021, therewhich were no borrowings under the promissory note.

used to pay offering costs. The note was terminated at February 22, 2021.

Working Capital Loans

In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. A portion of the Working Capital Loans, not to exceed $1,500,000, may be convertible into Private Placement Warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. At MarchJune 30, 2022 and December 31, 2021, no0 Working Capital Loans were outstanding.

Administrative Service Fee

The Company has agreed, commencing on the date the securities of the Company are first listed on NYSE, (the “Listing Date”), to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. The Company incurred $15,667 in expenses in connection with such servicesFor the three months ended June 30, 2021 and for the period from February 12, 2021 (“Listing Date”) to March 31,June 30, 2021, as reflectedthe Company incurred $30,000 and $45,667 in expenses in connection with such services. For the three and six months ended June 30, 2022, the Company incurred $30,000 and $60,000 respectively, in expenses in connection with such services. All such expenses w
ere
recorded in the accompanying unaudited condensed statementstatements of operations. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Note 7 — 6—Fair Value Measurements

Warrant Liability

The Company’s public and private warrant liabilities were valued using a Monte Carlo simulation at issuance date utilizing management judgment and pricing inputs from the quoted underlying common stock.ordinary shares. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the public and private warrant liabilities arewas initially classified as level 3.

The Company’s public warrants began trading under the ticker CHAAWS, on April 5, 2021. After this date, the public warrant values per share were based on the observed trading prices of the public warrants as of each balance sheet date. The fair value of the public warrant liability is classified as level 1 since April 5, 2021 and as of December 31, 2021 and June 30, 2022.
The Private Placement Warrants were estimated using the public warrants publicly listed trading price and that due to the make-whole provision in the warrant agreement, the value of the public and private warrants is approximately the same, as such the private warrants were reclassified to level 2 as of December 31, 2021 and June 30, 2022.
16
Table of Contents
The following tabletables presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of MarchJune 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

   March 31,
2021		   Quoted
Prices
In
Active
Markets
(Level
1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Other
Unobservable
Inputs
(Level 3)		 
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

        

Warrant Liability—Public Warrants

  $14,166,089   $—     $—     $14,166,089 

Warrant Liability—Private Warrants

   7,606,336    —      —      7,606,336 
  

 

 

   

 

 

   

 

 

   

 

 

 
  $21,772,425   $—     $—     $ 21,772,425 
  

 

 

   

 

 

   

 

 

   

 

 

 

   
June 30, 2022
   
Quoted Prices
In Active
Markets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Other
Unobservable
Inputs
(Level 3)
 
Liabilities
                    
Warrant Liability - Public Warrants
  $1,099,000   $1,099,000   $—     $—   
Warrant Liability - Private Warrants
   602,269    —      602,269    —   
   
 
 
   
 
 
   
 
 
   
 
 
 
   $1,701,269   $1,099,000   $602,269   $—   
   
 
 
   
 
 
   
 
 
   
 
 
 
   
December 31, 2021
   
Quoted Prices
In Active
Markets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Other
Unobservable
Inputs
(Level 3)
 
Liabilities
                    
Warrant Liability - Public Warrants
  $5,799,000   $5,799,000   $—     $—   
Warrant Liability - Private Warrants
   3,111,582    —      3,111,582    —   
   
 
 
   
 
 
   
 
 
   
 
 
 
   $8,910,582   $5,799,000   $3,111,582   $—   
   
 
 
   
 
 
   
 
 
   
 
 
 
The key inputs used in the Monte Carlo simulation for the Publicprivate warrants as of June 30, 2022 and Private WarrantsDecember 31, 2021 were as follows:

Input

  February
17, 2021		  March 31,
2021		 

Risk-free interest rate

   0.76%   1.14% 

Expected term (years)

   6.03   5.92 

Expected volatility

   24.1%   24.4% 

Stock price

  $ 9.54  $ 9.48 

Exercise price

  $11.5  $11.5 

Dividend yield

   0.00%   0.00% 

Input
  
June 30
2022
  
December 31,
2021
 
Public Warrant Price
   0.11   0.58 
Risk-free interest rate
   3.02%   1.32% 
Expected term (years)
   5.45   5.63 
Expected volatility
   9.9%   10.5% 
Stock price
  $9.82  $9.77 
Exercise price
  $11.50  $11.50 
Dividend yield
   —  %   —  % 
The following table sets forthprovides a summaryreconciliation of the changes in the fair value of the warrant liabilitybeginning and ending balances for the three months ended March 31, 2021:

   Warrant
Liability		 

Fair value as of January 1, 2021

  $—   

Initial fair value of warrant liability upon issuance at IPO

   21,165,634 

Change in fair value

   606,791 
  

 

 

 

Fair value as of March 31, 2021

  $21,772,425 
  

 

 

 

liabilities classified as Level 3:

Warrant
Liability
Fair value at December 31, 2020
$—  
Initial fair value of public and private warrant liabilities
21,165,634
Change in fair value of public and private warrants
(5,935,084) 
Public warrants transferred to level 1 on April 5, 2021
(9,800,000) 
Change in fair value of private warrants
(2,318,968) 
Private warrants transferred to level 2
(3,111,582) 
Fair Value at December 31, 2021
$—  
17
Table of Contents
Note 8—7—Commitments &and Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. However, the registration and shareholder rights agreement providesprovide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of
the applicable Lock-up period, which
occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriters Agreement

The underwriters are entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $10,500,000, held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

The deferred underwriting fee is included as a liability on the condensed balance sheets as of June 30, 2022 and December 31, 2021.

Note 9—8—Shareholders’ Equity

Preference shares
—The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2021June 30, 2022 and December 31, 2020,,2021, there were no0 preference shares issued or outstanding.

Class
 A ordinary shares
—The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. At MarchJune 30, 2022 and December 31, 2021, there were 3,584,2120 Class A ordinary shares issued and outstanding, excluding 26,415,78830,000,000 Class A ordinary shares subject to possible redemption. At December 31, 2020, there were no
Class A ordinary shares issued or outstanding.

Class

 B ordinary shares
—The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 per share. On December 28, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001. On February 11, 2021, the Company effected a share capitalization resulting in the sponsor holding an additional 718,750 class B ordinary shares for an aggregate of 7,906,250 class B ordinary shares including up to 1,031,250 Founder Shares subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On February 17, 2021, the underwriters partially exercised their over-allotment option, as a result, 625,000 shares were no longer subject to forfeiture. At March 28, 2021, the over allotment option was terminated, hence the 406,250 Class B ordinary shares were forfeited. At March 31, 2021June 30, 2022 and December 31, 2020,2021, there were 7,500,000 and 7,906,250 Class B ordinary shares issued and outstanding, respectively.

outstanding.

Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s second amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.

The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate,
on an as-converted basis, 20%
of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the IPO, plus (ii) the total number of Class A ordinary shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans, unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of
less than one-to-one.

Note 10—9—Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the condensed financial statements were available to be issued. Other than as described in these financial statements, theThe Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

18
Table of Contents
ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Catcha Investment Corp. References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to Catcha Holdings LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus
10-K
report for its Initial Public Offeringthe year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (the “SEC”). on March 31, 2022. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated on December 17, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the sale of the private placement warrants, our shares, debt or a combination of cash, equity and debt.

We expect to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combinationbusiness combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to March 31, 2021June 30, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and after the Initial Public Offering, identifying a target company for a Business Combination.business combination. We do not expect to generate any operating revenues until after the completion of our Business Combination.business combination. We may generate
non-operating
income in the form of interest income on marketable securitiesinvestments held in the Trust Account.Account and on changes in fair value of the warrants. We incur 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 a Business Combination.

business combination.

For the three months ended March 31,June 30, 2022, we had a net income of $2,312,163, which consisted of an unrealized gain on change in fair value of the warrant liability of $2,140,198, interest income on investments held in the Trust Account of $320,288, offset partially by operating expenses of $148,323.
For the six months ended June 30, 2022, we had a net income of $7,027,913, which consisted of an unrealized gain on change in fair value of the warrant liability of $7,209,313, interest income on investments held in the Trust Account of $357,806, offset partially by operating expenses of $539,206.
19
Table of Contents
For the three months ended June 30, 2021, we had a net lossincome of $1,459,599,$6,393,437, which consisted of change in fair value of the warrant liability of $6,541,875, and interest income on investments held in the Trust Account of $22,605, offset partially by formation and operating expenses of $67,947,$171,043.
For the six months ended June 30, 2021, we had a net income of $4,933,838, which consisted of an interest income on investments held in the Trust Account of $32,790 and change in fair value of the warrant liability of $5,935,084, offset partially by formation and operating expenses of $238,990 and transaction costs in connection with IPO of $795,046 and an unrealized loss on change on fair value of the warrant liability of $606,791, offset by interest income on Treasury securities held in the Trust Account of $10,185.

$795,046.

Liquidity and Capital Resources

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Class B ordinary shares by our Sponsor and advances from our Sponsor.

Going Concern

On February 17, 2021, we consummated the Initial Public Offering of 30,000,000 Units, which included the partial exercise by the underwriters of the over-allotment option to purchase an additional 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $300,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 5,333,333 Private Placement Warrants to our Sponsorsponsor at a price of $1.50 per warrant, generating gross proceeds of $8,000,000.

Following the Initial Public Offering, the partial exercise of the over-allotment option and the sale of the Private Placement Warrants, a total of $300,000,000 was placed in the Trust Account. We incurred $17,031,183 in transaction costs, including $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees and $531,183 of other offering costs in connection with the Initial Public Offering and the sale of the Private Placement Warrants.

For the threesix months ended March 31, 2021,June 30, 2022, net cash used in operating activities was $255,387.$568,603. The net lossincome of $1,459,599$7,027,913 was impacted by noncash charges related to the transaction costs in connection with the IPO of $795,046, unrealized lossgain on fair value changes of the warrant liability of 606,791 and offset by$7,209,313, interest earned on cash and marketable securities held inincome from Trust Account of 10,185,$357,806 and by changes in operating assets and liabilities, which used $187,440$29,397 of cash fromin operating activities.

For the six months ended June 30, 2021, net cash used in operating activities was $423,384. The net income of $4,933,838 was impacted by fair value changes of the warrant liability of $5,935,084, interest income from Trust Account of $32,790, transaction costs in connection with IPO of $795,046, and by changes in operating assets and liabilities, which used $184,394 of cash in operating activities.
At March 31, 2021,June 30, 2022, we had investmentinvestments held in the Trust Account of $ 300,010,185.$300,442,409. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable (if applicable) and deferred underwriting commissions) to complete our Business Combination.business combination. To the extent that our shares or debt is used, in whole or in part, as consideration to complete our Business Combination,business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the post-Business Combinationpost-business combination entity, make other acquisitions and pursue our growth strategies.

At March 31, 2021,

As of June 30, 2022, we had $426,461 in cash of $1,294,784 held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, properties or similar locationsworking capital 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.

$17,559. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination,business combination, our Sponsorsponsor, or an affiliate of our Sponsorsponsor, or certain of our officers and directors may, but are not obligated to, loanprovide us fundswith working capital loans.

We anticipate that the $426,461 outside of the Trust Account as mayof June 30, 2022, will not be required. If we complete a Business Combination, we would repay such loaned amounts. Insufficient to allow us to operate for at least the eventnext 12 months, assuming that a Business Combination doesis 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 $1,500,000 of such loans may be convertible into warrants identical to the Private Placement Warrants, at a price of $1.50 per warrant at the option of the lender.

We do not believeconsummated during that time. Moreover, we will need to raise additional funds in order to meet the expenditures required for operatingcapital through loans from our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating and consummating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combinationsponsor, officers, directors, or because we become obligated to redeem a significant numberthird parties. None of our public shares upon consummation of our Business Combination,sponsor, officers or directors are under any obligation to advance funds to, or to invest in, which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete suchus. We cannot provide any assurance that new financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient fundswill be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern for a period of time within one year after the date that the condensed financial statements are issued.

In addition, if we are not able to consummate a business combination before February 17, 2023 (absent any extensions of such period with shareholder approval), we will commence an automatic winding up, dissolution and liquidation. Management has determined that the automatic liquidation, should a business combination not occur, and potential subsequent dissolution also raises substantial doubt about our ability to continue as a going concern. While management intends to complete a business combination on or before February 17, 2023, it is uncertain whether we will be forcedable to cease operations anddo so. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

after February 17, 2023.

20
Table of Contents
Off-Balance
Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered
off-balance
sheet arrangements as of March 31, 2021.June 30, 2022. 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 have an agreement to pay the sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. We began incurring these fees on February 12, 2021 and will continue to incur these fees monthly until the earlier of the completion of the business combination or our liquidation. We incurred $16,000 in expenses in connection with such services for the period from February 12, 2021 (“Listing Date”) to March 31, 2021, and $30,000 for the three months ended June 30, 2022, as reflected in the accompanying condensed statements of operations. As of June 30, 2022 and December 31, 2021, the amount due to related party in connection with such expenses was $35,625 and $6,000, respectively.
We have an agreement to pay the underwriters a deferred fee of $10,500,000 in the aggregate, which will become payable to them from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination,business combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies and Estimates

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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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) is classified as temporary equity. At all other times, Class A ordinary share is classified as stockholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Warrant liability

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.

The Company accounts for the warrants issued in connection with the IPO 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 classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each reporting period. 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 statement of operations. As of March 31, 2021, there were 15,333,333 warrants outstanding.

Net Loss Per Share

Net loss per share is computed by dividing net loss 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 March 31, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. The warrants are exercisable to purchase 15,333,333 Class A ordinary shares in the aggregate.

This management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial statements, which have been prepared in accordance with U.S. GAAP. We describe our significant accounting policies in Note 3 - 2—Significant Accounting Policies, of the Notes to Condensed Financial Statements included in this report. The preparation of these unaudited condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenuesincome and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Recent

There have been no material changes to the Critical 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 onPolices during the accompanying unaudited condensed financial statements.

quarter ended June 30, 2022, when compared to those reported in the 2021 Form
10-K.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting companySmaller Reporting Company as defined by Rule 12b-2
Rule12b-2
of the Exchange Act and are not required to provide the information otherwise required under this item.

ITEM 4.

CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

21
Table of Contents
Evaluation of Disclosure Controls and Procedures

As required by Rules
13a-15
and
15d-15
under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2021.procedures. Based upon their evaluation, and in light of the material weakness in internal controls described below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of March 31, 2021.

OurJune 30, 2022, due to the material weakness in our internal control over financial reporting didrelated to accounting for complex financial instruments. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited condensed financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the condensed financial statements included in this Quarterly Report on Form

10-Q
present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
We do not result inexpect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the proper accounting classification of certainobjectives of the warrantsdisclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we issuedhave detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in February 2021 which, due toachieving its impact on our financial statements, we determined to be a material weakness. This mistake in classification was brought to our attention only when the SEC issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) dated April 12, 2021 (the “SEC Statement”). The SEC Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those we issued at the time of our initial public offering in February 2021.

stated goals under all potential future conditions.

Changes in Internal Control Overover Financial Reporting

During the most recently completed fiscal quarter, there has been

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2022, covered by this Quarterly Report on Form
10-Q
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our Chief Executive Officer and President performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for the Warrants.

The Company’s managementCompany has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

None.

ITEM 1A.

RISK FACTORS.

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our final prospectus for our Initial Public Offering filed with the SEC on February 17, 2021. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus for our Initial Public Offering filed with the SEC on February 17, 2021. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Our warrants are accounted for as liabilities and themade changes in value of our warrants could have an adverse effect on the market price of our Class A common shares or make it more difficult for us to consummate an initial business combination.

On April 12, 2021, the SEC Staff issued the SEC Statement. In the SEC Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. In light of the SEC Statement, the Company’s management reevaluated the terms of the warrants issued in connection with our IPO and determined that the warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in earnings each reporting period. The impact of changes in fair value on earnings may have an adverse effect on the market price of our Class A common shares and/or our financial results. In addition, potential targets may seek a SPAC that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business.

We have identified a material weakness in our internal control over financial reporting as of March 31, 2021. If we are unable to developenhance our processes to identify and maintain an effective system of internal control over financial reporting, we may not be ableappropriately apply applicable accounting requirements to accurately report our financial results in a timely manner, which may adversely affect investor confidence in usbetter evaluate and materially and adversely affect our business and operating results.

Following this issuanceunderstand the nuances of the SEC Statement, after consultation withcomplex accounting standards that apply to our independent registered public accounting firm, our management and our audit committee concluded that, in light of the SEC Statement, we identified a material weakness in our internal controls over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interimcondensed financial statements, will not be prevented, or detectedincluding providing enhanced access to accounting literature, research materials and corrected on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reportsdocuments and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consumingincreased communication among our personnel and costly and there isthird-party professionals with whom we consult regarding complex accounting applications. The Company can offer no assurance that these initiativeschanges will ultimately have the intended effects.

If we identify any new material weaknesses in

22
Table of Contents
PART II - OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS.
None.
ITEM 1A.
RISK FACTORS.
As the future, any such newly identified material weakness could limit our abilityCompany qualifies as a Smaller Reporting Company under Item 10(f) of Regulation
S-K,
risk factors are not required to prevent or detect a misstatement of our accounts or disclosures that could resultbe included in a material misstatement of our annual or interim financial statements. Inquarterly report and such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

are omitted from this filing.
ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On February 17, 2021, we consummated our Initial Public Offering of 30,000,000 Units, inclusive of 2,500,000 Units sold to the underwriters exercising their over-allotment option in full. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $300,000,000. Each Unit consisted of one Class A ordinary share of the Company, par value $0.0001 per share, and one-third of one redeemable warrant of the Company. J.P. Morgan Securities LLC acted as book-running manager of the offering. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-252389). The SEC declared the registration statement effective on February 11, 2021.

Simultaneously with the consummation of the Initial Public Offering, we consummated a private placement of 5,333,333 Private Placement Warrants to our Sponsor at a price of $1.50 per Private Placement Warrant, generating total proceeds of $8,000,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are the same as the warrants underlying the Units sold in the Initial Public Offering, except that Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

Of the gross proceeds received from the Initial Public Offering and the Private Placement Warrants, $300,000,000 was placed in the Trust Account.

We paid a total of $6,000,000 underwriting discounts and commissions and $531,183 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $10,500,000 in underwriting discounts and commissions.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report.

None.
ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form
10-Q.

No.
  
Description of Exhibit
  3.1Second Amended and Restated Memorandum and Articles of Association (1)
  4.1Warrant Agreement between Continental Stock Transfer & Trust Company and the Company(1)
10.1Private Placement Warrants Purchase Agreement between the Company and Catcha Holdings LLC (1)
10.2Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company(1)
10.3Registration and Shareholder Rights Agreement between the Company and certain security holders (1)
10.4Letter Agreement between the Company, Catcha Holdings LLC and each of the officers and directors of the Company (1)
10.5Form of Indemnity Agreement between the Company and each of the officers and directors of the Company (1)
31.1*  Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*  Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**  Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**  Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS***  Inline XBRL Instance DocumentDocument—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.CAL***  Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH***  Inline XBRL Taxonomy Extension Schema Document
101.DEF***  Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB***  Inline XBRL Taxonomy Extension LabelsLabel Linkbase Document
101.PRE***  Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*Cover Page Interactive Data File (embedded within the Inline XBRL document)

*

Filed herewith.

**

Furnished herewith.

***

To be filed by amendment.

(1)

Previously filed as an exhibit to the registrant’s current report on Form 8-K filed on February 18, 2021 and incorporated by reference herein.

23
Table of ContentsPART III -
SIGNATURES

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

  
CATCHA INVESTMENT CORP
Date: June 1, 2021August 19, 2022   

/s/ Patrick Grove

  Name: Patrick Grove
  Title: Chairman and Chief Executive Officer
   (Principal Executive Officer)
Date: June 1, 2021August 19, 2022   

/s/ Luke Elliot

  Name: Luke Elliot
  Title: Director and President
   (Principal Financial and Accounting Officer)

26

24