CATCHA INVESTMENT CORP

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 20212023

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

CATCHA INVESTMENT CORP

CONDENSED BALANCE SHEETS

The

See accompanying notes are an integral part ofto the unaudited condensed financial statements.

CATCHA INVESTMENT CORP

UNAUDITED CONDENSED STATEMENTSTATEMENTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2021

(UNAUDITED)

The

See accompanying notes are an integral part ofto the unaudited condensed financial statements.

CATCHA INVESTMENT CORP

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITYDEFICIT

THREE MONTHS ENDED MARCH 31, 2021

(UNAUDITED)

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

CATCHA INVESTMENT CORP

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2022

MARCH 31, 20212023

NOTE 1. ORGANIZATION AND BUSINESS OPERATION

(Unaudited)

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, 2021,2023, the Company had not commenced any operations. All activity for the period from December 17, 2020 (inception) through March 31, 20212023 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 and convertible promissory notes 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.

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 inpaid-in capital and $795,046 was allocated to the public and private warrants and recorded as operating and formation costs.other income (loss) during the three months ended March 31, 2021.

On August 10, 2023, J.P. Morgan waived its entitlement to the payment of $10,500,000 deferred underwriting fee in connection with its role as underwriter in the Company’s IPO. Furthermore, J.P. Morgan had no role in connection with the business combination transaction.

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.

Due to related party

As of March 31, 2021,2023 and December 31, 2022, the amount due to related party was $15,667$155,625 and $125,625, respectively, which represents the accrualunpaid portion of anthe administrative service fee from the Listing Date (defined below) to March 31, 2021.described below.

Promissory Note—RelatedNotes-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, the funds of which were used to pay offering costs. The note was terminated at February 22, 2021.

On February 14, 2023, the Company issued an unsecured convertible promissory note (the “Extension Note”, together with the “Working Capital Loans” as described below, called “Convertible Promissory Notes”) to the Sponsor, pursuant to which the Company may borrow up to $900,000 (the “Extension Loan”) from the Sponsor. Pursuant to the Extension Note, from February 17, 2023 to February 17, 2024 or such earlier date as is determined by the Company’s board of directors (such date, the “Extended Date”), the Sponsor has agreed to deposit into the Company’s trust account established in connection with its IPO the lesser of (i) $75,000 or (ii) $0.0375 for each unredeemed public share, for each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held in connection with a shareholder vote to approve an initial Business Combination, and (ii) the date that $900,000 has been loaned. Such loan may, at the Sponsor’s discretion, be converted into warrants (the “Extension Loan Warrants”) to purchase Class A ordinary shares of the Company, par value $0.0001 per share, at a conversion price equal to $1.50 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share of the Company at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants in connection with the IPO of the Company’s securities. The terms of the Extension Loan Warrants will be identical to those of the Private Placement Warrants. The Extension Loan will not bear any interest, and will be repayable by the Company to the Sponsor, on a date that is the earlier of (a) the consummation of the Company’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities and (b) the liquidation of the Company. The maturity date of the Extension Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Extension Note).

The Extension Note was valued using the fair value method, with the changes of fair value at each reporting period recorded in the unaudited condensed statement of operations. As of March 31, 2021, there were no borrowings2023, $150,000 was drawn under the promissory note.Extension Loan, with an initial fair value of $57,810 at the drawn down dates. The difference of $92,190, between the withdraws of $150,000 and the fair value at the drawn down dates of $57,810, was recorded in additional paid-in capital in the accompanying condensed statement of shareholder’s deficit for the three months ended March 31, 2023. As of March 31, 2023, the Extension Note was presented at its fair value of $58,044 on the accompanying condensed balance sheet (see Note 7). Up to the date that the condensed financial statements were issued, the Company had received $450,000 for the extension deposits under the Extension Note (see Note 10).

For the three months ended March 31, 2023, the Company recorded $234 unrealized loss on fair value changes of the Extension Note in the accompanying unaudited condensed statement of operations.

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

On December 13, 2022, the Company issued an unsecured convertible promissory note under the Working Capital Loan to the Sponsor, pursuant to which the Company may borrow up to $1,500,000 from the Sponsor (the “$1.5 Million Convertible Promissory Note”, together with the “Extension Note” as described above, the “Convertible Promissory Notes”). Such loan may, at the Sponsor’s discretion, be converted into Private Placement Warrants at a price of $1.50 per warrant as described above. The $1.5 Million Convertible Promissory Note will not bear any interest, and will be repayable by the Company to the Sponsor, on a date that is the earlier of (a) the consummation of the Company’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities and (b) the liquidation of the Company. The maturity date of the $1.5 Million Convertible Promissory Note may be accelerated upon the occurrence of an Event of Default (as defined under the $1.5 Million Convertible Promissory Note). As of March 31, 2021,2023 and December 31, 2022, $278,564 and $0 were outstanding under the $1.5 Million Convertible Promissory Note. Up to the date that the condensed financial statements were issued, the Company received a total of $578,564 for working capital purposes under the $1.5 Million Convertible Promissory Note.

The $1.5 Million Convertible Promissory Note was valued using the fair value method, with the changes of fair value at each reporting period recorded in statement of operations. As of March 31, 2023, $278,564 was drawn down under such loan, with an initial fair value of $107,128 at the drawn down date. The difference of $171,436, between the draw of $278,564 and the fair value at the drawn down dates of $107,128, was recorded in additional paid-in capital in the accompanying unaudited condensed statement of shareholder’s deficit. As of March 31, 2023, the $1.5 Million Convertible Promissory Note was presented at its fair value of $107,795 on the accompanying condensed balance sheets. As of December 31, 2022, the Company had no Working Capital Loans were outstanding.borrowings under the $1.5 Million Convertible Promissory Note. (See Note 7).

For the three months ended March 31, 2023, the Company recorded $667 unrealized loss on fair value changes of the $1.5 Million Convertible Promissory Note in the accompanying unaudited condensed statement of operations.

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. TheFor both the three months ended March 31, 2023 and 2022, the Company incurred $15,667$30,000 in expenses in connection with such services for the period from February 12, 2021 (“Listing Date”) to March 31, 2021, as reflectedservices. All such expenses were 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 — Fair Value Measurements6. Capital Contribution Note

On March 9, 2023 the Company entered into a subscription agreement (the “Subscription Agreement”) with the Sponsor and Polar Multi-Strategy Master Fund (the “Investor” or “Polar”), pursuant to which, the Sponsor is seeking to raise $1,200,000 to fund the Extension and to provide working capital to the Company. The Sponsor has committed to fund $900,000 of this amount through the Extension Note described in Note 5 above and the Investor has agreed to provide the remaining $300,000 (the “Capital Contribution Note”). The Company will request funds from the Sponsor for working capital purposes (“Drawdown Request”). Upon at least five (5) calendar days’ prior written notice (“Capital Notice”), the Sponsor may require a drawdown against the capital commitment in order to meet 25% of the Sponsor’s commitment to the Company under a Drawdown Request (“Capital Call”). In consideration of the Capital Call(s) made hereunder, the Company will issue 300,000 shares of Class A Common Stock to the Investor at the closing of a Business Combination. Any amounts funded by the Sponsor to the Company under a Drawdown Request shall not accrue interest and shall be promptly repaid by the the Company to the Sponsor upon the Business Combination Closing. Following receipt of such sums from the Company, and in any event within 5 business days of the Business Combination Closing, the Sponsor or the Company shall pay to the Investor, an amount equal to all amounts outstanding under the Subscription Agreement (the “Business Combination Payment”). The Company and Sponsor are jointly and severally obligated to make the Business Combination Payment to the Investor. The Investor may elect at the Business Combination Closing to receive such Business Combination Payment in cash or shares of Class A Common Stock at a rate of one share of Class A Common Stock for each $10 of the Capital Calls funded under this agreement. If the Company liquidates without consummating a Business Combination, any amounts remaining in the Sponsor or the Company’s cash accounts after paying any outstanding third party invoices (excluding any due to the Sponsor), not including the Company’s Trust Account, will be paid to the Investor within five (5) days of the liquidation.

The Company treated the Capital Contribution Note as a debt instrument and measured it with fair value method, and records changes of fair value at each reporting period in the statement of operations. The fair value of the Capital Contribution Note will include both the fair value of the 300,000 shares in consideration for the Capital Calls and the principal as of each reporting date. As of March 31, 2023, $200,000 was drawn down under the Capital Contribution Note. The initial fair value of the Capital Contribution Note was $1,304,618. The difference of $1,104,618, between the $200,000 principal and the initial fair value of $1,304,618, was recorded as expenses in the accompanying unaudited condensed statement of operations for the three months ended March 31, 2023. As of March 31, 2023, the Capital Contribution Note was presented at its fair value of $1,308,748 on the accompanying condensed balance sheets (See Note 7). On May 24, 2023, the Company received the remaining $100,000 from Polar. Up to the date that the condensed financial statements were issued, the Company received $300,000 in total from Polar.

For the three months ended March 31, 2023, the Company recorded $1,104,618 unrealized loss on excess of fair value of Capital Contribution Note over proceeds at issuance in the accompanying unaudited condensed statement of operations.

For the three months ended March 31, 2023, the Company recorded $4,130 unrealized loss on fair value changes of the Capital Contribution Note in the accompanying unaudited condensed statement of operations.

NOTE 7. FAIR VALUE MEASUREMENTS

The following tables presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

The Warrants, Working Capital Loan, Extension Notes and Capital Contribution Note are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities, Working Capital Loan, Promissory Note-Related Party and Capital Contribution Note, respectively, in the accompanying condensed balance sheets. The warrant liabilities, Working Capital Loan, Promissory Note-Related Party and Capital Contribution Note are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the unaudited condensed statements of operations. The excess of proceeds over fair value at issuance was recorded as additional paid-in capital in the accompanying unaudited condensed statements of shareholders’ equity. The excess of fair value over proceeds at issuance was recorded as expenses in the accompanying unaudited condensed statement of operations.

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 following table presents information about

On November 4, 2022, the New York Stock Exchange (the “NYSE”) notified the Company, and publicly announced, that the NYSE determined to commence proceedings to delist the Company’s assetswarrants, each whole warrant exercisable for one Class A ordinary share and liabilitieslisted to trade on NYSE under the symbol “CHAA WS”, from the NYSE and that trading in the Warrants would be suspended immediately, due to “abnormally low” trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. The public warrants began to trade over-the counter (OTC) since then.

On March 23, 2023, the Company received approval to transfer the listing of Class A ordinary shares from the NYSE to the NYSE American and on March 28, 2023, the Class A ordinary shares began trading on the NYSE American under the symbol “CHAA”. In connection with the transfer, effective March 28, 2023, any remaining units were measured atmandatorily separated into their component parts and the units are no longer traded on the NYSE.

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 on a recurring basisof the public warrant liability is classified as level 1 since April 5, 2021 and as of December 31, 2022. As of March 31, 2021 and indicates2023, the fair value hierarchy of the valuation techniquespublic warrant liability is re-classified as level 2 due to the Company utilized to determine such fair value.insufficient trading volume.

The key inputs used in the Monte Carlo simulation for the Publicprivate warrants as of March 31, 2023 and Private WarrantsDecember 31, 2022 were as follows:

The following table sets forth a summary

Convertible Promissory Notes

Valuation of the changes inconvertible promissory notes (including the fair valueExtension Note and Working Capital Loan) was determined using a discounted cash flow analysis based on the estimated timing of the warrant liabilityinitial business combination and classified as a Level 3 valuation. The Key inputs for discounted cash flow analysis at initial draw dates and March 31, 2023 were as follows:

Activity for the three months ended March 31, 2021:2023 for the convertible promissory notes (including the Extension Note and Working Capital Loan) was as follows:

Capital Contribution Note

Valuation of Capital Contribution Note was determined using a Probability Weighted Expected Return Method (“PWERM”) and classified as a Level 3 valuation. The PWERM is a multistep process in which value is estimated based on the probability -weighted present value of various future outcomes. The Key inputs for PWERM at at initial withdraw date and March 31, 2023 were as follows:

For the three months ended March 31, 2023, the activity in the Capital Contribution Note was as follows:

NOTE 8. COMMITMENTS AND CONTINGENCIES

Note 8—Commitments & Contingencies

Registration Rights

The holders of the Founder Shares, Class A shares that will be issued to Polar at Business Combination Closing, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans and Extension Note (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)Loans and Extension Note) 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 March 31, 2023 and December 31, 2022.

Note 9—Shareholders’ Equity

On August 10, 2023, J.P. Morgan waived its entitlement to the payment of $10,500,000 deferred underwriting fee in connection with its role as underwriter in the Company’s IPO. Furthermore, J.P. Morgan had no role in connection with the business combination transaction.

Advisory Agreements

On March 14, 2023, the Company entered into an agreement with Chardan Capital Markets, LLC (“Chardan”) with respect to an event of a stock exchange demand for action by the Company (“Interim Listing Project”) at a time other than the initial closing of a business combination involving the Company and a target or targets. The agreement calls for Chardan to receive a fee of $175,000 at the signing of the agreement, a fee of $175,000 no later than 10 calendar days after Chardan informs the Company of the documented completion of the technical advisory activities and a deferred fee of $275,000 at the earlier of (i) the closing of the Transaction from the closing flow-of-funds or (ii) upon the liquidation of the trust account if the Company has not consummated a business combination. For the three months ended March 31, 2023, the Company recorded all of the $625,000 such advisory service fee in the accompanying unaudited condensed statement of operations. As of March 31, 2023, the Company has paid $175,000 to Chardan and the total unpaid amounts to Chardan was $450,000. Up to the date that the condensed financial statements were issued, the Company has paid $350,000 to Chardan and the total unpaid amounts to Chardan was $275,000.

On March 26, 2023, the Company entered an agreement with Alumia SARL (“Alumnia”) to act as a non-exclusive transactional and strategic capital markets advisor to the Company assisting introductions and with respect to the Company’s potential business combination. The agreement calls for Alumnia to receive simultaneously with the closing of the Business Combination (a) a fee in the amount of $2,500,000 and (b) a fee of 4% multiplied by the dollar amount of the PIPE provided by third party investors identified and introduced by Alumnia, regardless of whether the counterparty in the applicable business combination was a subject target, payable upon the closing. Alumia is currently not involved in the Company’s Business Combination transaction with Crown, and no fee is currently payable under this agreement.

On May 18, 2023, the Company engaged J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division (“CCM”), to act as its (i) capital markets advisor in connection with a possible business combination transaction with Crown LNG (the “Target”) (such transaction, the “Sale Transaction”) and (ii) placement agent in connection with a private placement of equity, equity-linked, convertible and/or debt securities (the “Securities”) or other capital or debt raising transaction (the “Offering”, and, together with the Sale Transaction, each a “Transaction” and collectively the “Transactions”) in connection with the Sale Transaction. The Company shall pay CCM (i) an advisor fee in connection with the Sale Transaction in an amount equal to the sum of (I) $2,000,000 paid in full in U.S. dollars simultaneously with the closing of the Sale Transaction and (II) 50,000 shares of common stock or equivalent equity (the “Shares”) of the publicly listed post-business combination company (collectively, the “Advisor Fee”) and (ii) a transaction fee in connection with the Offering of an amount equal to 7.0% of the sum of (A) the gross proceeds raised from investors and received by the Company or Crown simultaneously with or before the closing of the Offering plus (B) proceeds released from the Trust Account with respect to any shareholder of the Company that (x) entered into a non-redemption or other similar agreement or (y) did not redeem the Company’s Class A ordinary shares, in each instance to the extent such investor or shareholder under (A) and (B) above was identified to the Company by CCM (the “Offering Fee” and together with the Advisor Fee, the “Transaction Fee”), which shall be payable in U.S. dollars by the Company and due to CCM simultaneously with the closing of the Offering. The Shares shall be fully duly authorized, validly issued, paid and non-assessable and shall be registered for resale under the Act, or otherwise freely tradeable, as of the closing of the Sale Transaction and will be delivered in book entry form in the name of and delivered to CCM (or its designee) at the closing of the Sale Transaction.

NOTE 9. SHAREHOLDERS’ DEFICIT

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, 20212023 and December 31, 2020,,2022, there were no 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 March 31, 2021,2023 and December 31, 2022, there were 3,584,212no Class A ordinary shares issued and outstanding, excluding 26,415,7882,214,859 and 30,000,000 Class A ordinary shares, respectively, subject to possible redemption. At December 31, 2020, there were noThe Class A ordinary shares that will be issued orto Polar at Business Combination Closing, including 300,000 shares in consideration of Capital Calls as described in Note 6 and 20,000 shares (if Polar elects to receive shares at Business Combination Closing) in consideration of $200,000 withdraw of the Capital Contribution Note as of March 31, 2023, were not shown as 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, 20212023 and December 31, 2020,2022, there were 7,500,000 and 7,906,250 Class B ordinary shares issued and outstanding, respectively.

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.

Business Combination Agreement

On August 3, 2023, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Crown LNG Holdings AS, a private limited liability company incorporated under the laws of Norway (“Crown”), Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (“PubCo”), and CGT Merge II Limited, a Cayman Islands exempted company limited by shares (“Merger Sub”).

Pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, (i) Merger Sub will merge with and into the Company, with the Company being the surviving company and becoming the wholly owned subsidiary of PubCo, as a result of which (a) each the Company Class A Ordinary Share and each Class B Ordinary Share issued and outstanding immediately prior to the the effective of the merger (the “Merger Effective Time”) shall automatically be cancelled and cease to exist in exchange for the right to receive one newly issued share of PubCo common stock, and (b) each the Company Warrant outstanding immediately prior to the Merger Effective Time shall cease to be a warrant with respect to the Company Ordinary Shares and be assumed by PubCo and converted into a warrant to purchase one share of PubCo common stock; and (ii) subject to the certain procedures and conditions, Crown shareholders will transfer their Crown stock to PubCo in exchange for their Pro Rata Share (as defined below) of the Exchange Consideration, and the Exchange Consideration is a number of shares of PubCo Common Stock issued by PubCo equal to (a) a transaction value of $600 million (the “Transaction Value”) divided by (b) a per share price of $10.00. Pro Rata Share means with respect to each Crown shareholder, a fraction expressed as a percentage equal to (i) the number of shares of Crown stock held by such Crown shareholder immediately prior to the effective of the exchange (the “Exchange Effective Time”), divided by (ii) the total number of issued and outstanding shares of Company Stock immediately prior to the Exchange Effective Time.

During the seven years following the consumption of the Business Combination (the “Closing”), the persons who are Crown shareholders immediately prior to the Exchange Effective Time and who have participated in the Exchange (the “Exchanging Shareholders”) shall have the contingent right to receive in the aggregate a number of shares of PubCo Common Stock equivalent to 10% of the issued and outstanding PubCo Common Stock as of the Closing, which will vest upon achievement of certain share prices and milestones as provided under the Business Combination Agreement.

The Business Combination Agreement may be terminated under certain customary circumstances at any time prior to the Closing, including, without limitation, (i) upon the mutual written consent of the Company and Crown, (ii) by either the Company or Crown, if any of the conditions to the Closing has not been satisfied or waived by February 17, 2024, (iii) by the Company, on the one hand, or Crown, on the other hand, as a result of certain material breaches by the counterparties to the Business Combination Agreement that remain uncured after any applicable cure period, (iv) by either the Company or Crown, if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently prohibiting the transactions contemplated by the Business Combination Agreement, (v) by the Company, on the one hand, or Crown, on the other hand, as a result of the failure by the counterparties to obtain approvals required for the Business Combination, (vi) by the Company, if there has been a material adverse effect on each of the Crown and its direct and indirect subsidiaries and (vii) by the Company, if the Crown’s financials have not been delivered to the Company by September 15, 2023.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to March 31, 20212023 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 and negotiating for the 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 securitiescash and investments held in the Trust Account.Account and will recognize changes in the fair value of warrant liability and convertible promissory notes as other income (expense). 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, 2021,2023, we had a net loss of $1,459,599,$188,331, which consisted of formation and operating expenses of $67,947, transaction costs in connection with IPO$909,935, unrealized loss on excess of $795,046 and anfair value of Capital Contribution Note over proceeds at issuance of $1,104,618, unrealized loss on change in fair value of convertible promissory notes of $901, unrealized loss on change in fair value of Capital Contribution Note of $4,130 and unrealized loss on change in fair value of the warrant liability of $606,791,$112,509, partially offset by interest income on Treasury securitiescash and investments held in the Trust Account of $10,185.$1,943,762.

For the three months ended March 31, 2022, we had a net income of $4,715,750, which consisted of an unrealized gain on change in fair value of the warrant liability of $5,069,115, interest income on cash and investments held in the Trust Account of $37,518, offset partially by formation and operating expenses of $390,883.

Liquidity and Capital ResourcesGoing Concern

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.

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.

On August 10, 2023, J.P. Morgan waived its entitlement to the payment of $10,500,000 deferred underwriting fees in connection with its role as underwriter in the Company’s IPO. Furthermore, J.P. Morgan had no role in connection with the business combination transaction.

For the three months ended March 31, 2021,2023, net cash used in operating activities was $255,387.$383,673. The net loss of $1,459,599$188,331 was impacted by noncash charges relatedunrealized loss on change in fair value of the warrant liability of $112,509, unrealized loss on excess of fair value of Capital Contribution Note over proceeds at issuance of $1,104,618, unrealized loss on change in fair value of the Capital Contribution Note of $4,130, unrealized loss on change in fair value of the convertible promissory notes of $901, interest income on cash and investments held in the Trust Account of $1,943,762 and by changes in operating assets and liabilities, which provided by $526,262 of cash in operating activities, primarily due to the transaction costsincrease in connection withaccounts payable and accrued expenses.

For the IPOthree months ended March 31, 2022, net cash used in operating activities was $321,195. The net income of $795,046,$4,715,750 was impacted by unrealized lossgain on fair value changes of the warrant liability of 606,791 and offset by$5,069,115, interest earned on cash and marketable securitiesinvestments held in Trust Account of 10,185,$37,518 and by changes in operating assets and liabilities, used $187,440which provided $69,688 of cash from operating activities.

For the three months ended March 31, 2023, net cash provided by investing activities was $282,753,643, consisting of disposal of cash and investments held in Trust Account of 282,903,643, partially offset by cash deposited in Trust Account of $150,000.

For the three months ended March 31, 2022, net cash provided by/used in investing activities was $0.

For the three months ended March 31, 2023, net cash used in financing activities was $282,275,079, consisting of redemption of Class A ordinary shares $282,903,643, partially offset by proceeds from issuance of Working Capital Loan $278,564, proceeds from issuance of promissory note to related party of $150,000 and proceeds from issuance of Capital Contribution Note of $200,000.

For the three months ended March 31, 2022, net cash provided by/used in financing activities was $0.

At March 31, 2021,2023, we had investment heldcash in the Trust Account of $ 300,010,185.$23,276,408. 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. On February 14, 2023, we held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), where the shareholders approved a proposal (the “Trust Amendment Proposal”) to amend our investment management trust agreement, dated as of February 11, 2021 (the “IMTA”), by and between us and Continental Stock Transfer (“CST”), to extend the date by which the we have to consummate a business combination from February 17, 2023 to February 17, 2024 or such earlier date as is determined by our board of directors (such date, the “Extended Date”). In connection with the vote, the holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of $282,903,643. The Company will be required to make further monthly deposits of $75,000 to extend this date for each month up through February 17, 2024. The Company is under no further obligation to make any additional deposits.

At

As of March 31, 2021,2023, we had $115,597 in cash of $1,294,784 held outside of the Trust Account. We intendAccount and working capital deficit of $2,576,445. In addition, in order to usefinance transaction costs in connection with a business combination, our sponsor, or an affiliate of our sponsor, or certain of our officers and directors may, but are not obligated to, provide us with working capital loans. On December 13, 2022, we issued an unsecured convertible promissory note (see Note 5 to the fundsCondensed Financial Statements) to the Sponsor, pursuant to which we may borrow up to $1,500,000 (the “$1.5 Million Convertible Promissory Note”) from the Sponsor. As of March 31, 2023, we had borrowed $278,564 under such loan. Up to the date that the condensed financial statements were issued, the Company received a total of $578,564 for working capital purposes under the $1.5 Million Convertible Promissory Note.

On February 14, 2023, the Company issued an unsecured convertible promissory note (the “Extension Note”) to the Sponsor, pursuant to which the Company may borrow up to $900,000 (the “Extension Loan”) from the Sponsor. Pursuant to the Extension Note, from February 17, 2023 to February 17, 2024 or such earlier date as is determined by the Company’s board of directors (such date, the “Extended Date”), the Sponsor has agreed to deposit into the Company’s Trust Account established in connection with its IPO the lesser of (i) $75,000 or (ii) $0.0375 for each unredeemed public share, for each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held outsidein connection with a shareholder vote to approve an initial Business Combination, and (ii) the date that $900,000 has been loaned. As of March 31, 2023, we had borrowed $150,000 under the Extension Note. Up to the date that the condensed financial statements were issued, the Company had received $450,000 under the Extension Loan. Using these loans received, the company had deposited six tranches of $75,000 into Trust Account on February 22, 2023 and March 21, 2023, April 19, 2023, May 19, 2023, June 20, 2023 and July 20, 2023, to extend the date that the Company has to consummate a business combination from February 17, 2023 to August 17, 2023. The Company has 3 business days after August 17, 2023 to deposit another $75,000 to the Trust Account, primarily to identifyextend the date that the Company has to consummate a business combination to September 17, 2023. The Company will make such deposit shortly after the condensed financial statements are issued. The Company will be required to make further monthly deposits of $75,000 to extend this date for each month up through February 17, 2024. The Company is under no further obligation to make any additional deposits.

On March 9, 2023 the Company entered into a subscription agreement (the “Subscription Agreement”) with the Sponsor and evaluate target businesses, perform business due diligence on prospective target businesses, travelPolar Multi-Strategy Master Fund (the “Investor”), pursuant to which, the Sponsor is seeking to raise $1,200,000 to fund the Extension and to provide working capital to the Company. The Sponsor has committed to fund $900,000 of this amount through the Extension Note described above and the Investor has agreed to provide the remaining $300,000 (the “Capital Contribution Note”). The the Company will request funds from the offices, properties or similar locationsSponsor for working capital purposes (“Drawdown Request”). Upon on at least five (5) calendar days’ prior written notice (“Capital Notice”) , the Sponsor may require a drawdown against the capital commitment in order to meet 25% of prospective target businesses or their representatives or owners, review corporate documents and material agreementsthe Sponsor’s commitment to the Company under a Drawdown Request (“Capital Call”). In consideration of prospective target businesses, and structure, negotiate and completethe Capital Call(s) made hereunder, the Company will issue 300,000 shares of Class A Common Stock to the Investor at the closing of a Business Combination. Any amounts funded by the Sponsor to the Company under a Drawdown Request shall not accrue interest and shall be promptly repaid by the the Company to the Sponsor upon the Business Combination Closing. Following receipt of such sums from the Company, and in any event within 5 business days of the Business Combination Closing, the Sponsor or the Company shall pay to the Investor, an amount equal to all under the Subscription Agreement (the “Business Combination Payment”). The Company and Sponsor are jointly and severally obligated to make the Business Combination Payment to the Investor. The Investor may elect at the Business Combination Closing to receive such Business Combination Payment in cash or shares of Class A Common Stock at a rate of one share of Class A Common Stock for each $10 of the Capital Calls funded under this agreement. If the Company liquidates without consummating a Business Combination, any amounts remaining in the Sponsor or the Company’s cash accounts after paying any outstanding third party invoices (excluding any due to the Sponsor), not including the Company’s Trust Account, will be paid to the Investor within five (5) days of the liquidation. As of March 31, 2023, we received $200,000 under the Subscription Agreement. On May 24, 2023, the Company received the remaining $100,000 from Polar. Up to the date that the condensed financial statements were issued, the Company has received $300,000 in funding under the Subscription Agreement.

In addition to the $1,500,000 Convertible Promissory Note, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination,business combination, our Sponsor or an affiliate of our Sponsorsponsor, or certain of ourthe Company’s officers and directors or their affiliates may, but are not obligated to, loan usthe Company funds as may be required. If we complete aManagement will use these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination we would repay such loaned amounts. Incandidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $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 believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business undertaking in-depth due diligenceto merge with or acquire, and structuring, negotiating and consummating a Business Combination are less thanNo additional funding has been received under this arrangement. However, management expects the actual amount necessaryCompany to do so, wecontinue to incur significant costs in pursuit of the consummation of a Business Combination and current funds, committed or otherwise, may have insufficient funds availablenot be sufficient to operate our business priorthe Company for at least the 12 months following the issuance of the condensed financial statements contained herein. If the Company is unable to ourraise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in

In connection with such Business Combination. Subject to complianceour assessment of going concern considerations in accordance with applicable securities laws, we would only complete such financing simultaneously with the completionFinancial Accounting Standards Board (“FASB”) Accounting Standards Codification Subtopic (“ASC”) 205-40, “Presentation of our Business Combination. IfFinancial Statements – Going Concern,” management has determined that if we are unable to complete oura Business Combination because we do not have sufficient funds available to us,by February 17, 2024 or such earlier date as is determined by the Company’s board of directors, then we will cease all operations except for the purpose of liquidating. The mandatory liquidation, subsequent dissolution and liquidity issues raise substantial doubt about our ability to continue as a going concern one year from the date that these condensed financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be forcedunable to cease operations and 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.continue as a going concern.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2021.2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as described below.

We 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 $30,000 in expenses in connection with such services for both the three months ended March 31, 2023 and 2022, as reflected in the accompanying unaudited condensed statements of operations. As of March 31, 2023 and December 31, 2022, the amount due to related party in connection with such expenses was $155,625 and $125,625 respectively.

We had 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 On August 10, 2023, J.P. Morgan waived 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 subjectentitlement to the occurrencepayment of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value$10,500,000 deferred underwriting fees in connection with its role 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 derivativesunderwriter 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 issuedour IPO. Furthermore, J.P. Morgan had no role 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,business combination transaction.

On March 14, 2023, the Company classified each warrant asentered into an agreement with Chardan Capital Markets, LLC (“Chardan”) with respect to an event of a liabilitystock exchange demand for action by the Company (“Interim Listing Project”) at its fair value. This liability is subjecta time other than the initial closing of a business combination involving the Company and a target or targets. The agreement calls for Chardan to re-measurementreceive a fee of $175,000 at each reporting period. With eachthe signing of the agreement , a fee of $175,000 no later than 10 calendar days after Chardan informs the Company of the documented completion of the technical advisory activities and a deferred fee of $275,000 at the earlier of (i) the closing of the Transaction from the closing flow-of-funds or (ii) upon the liquidation of the trust account if the Company has not consummated a business combination. For the three months ended March 31, 2023, the Company recorded all of the $625,000 such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognizedadvisory service fee in the Company’saccompanying unaudited condensed statement of operations. As of March 31, 2021, there2023, the Company has paid $175,000 to Chardan and the total unpaid amounts to Chardan was $450,000. Up to the date that the condensed financial statements were 15,333,333 warrants outstanding.issued, the Company has paid $350,000 to Chardan and the total unpaid amounts to Chardan was $275,000.

Net Loss Per Share

Net loss per share is computed by dividing net lossOn March 26, 2023, the Company entered an agreement with Alumia SARL (“Alumnia”) to act as a non-exclusive transactional and strategic capital markets advisor to the Company assisting introductions and with respect to the Company’s potential business combination. The agreement calls for Alumnia to receive simultaneously with the closing of the Business Combination (a) a fee in the amount of $2,500,000 and (b) a fee of 4% multiplied 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 sharedollar amount of the Trust Account earnings. The calculationPIPE provided by third party investors identified and introduced by Alumnia, regardless of diluted loss per ordinary share doeswhether the counterparty in the applicable business combination was a subject target, payable upon the closing. Alumia is currently not considerinvolved in the effectCompany’s Business Combination transaction with Crown, and no fee is currently payable under this agreement.

On May 18, 2023, the Company engaged J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division (“CCM”), to act as its (i) capital markets advisor in connection with a possible business combination transaction with Crown LNG (the “Target”) (such transaction, the “Sale Transaction”) and (ii) placement agent in connection with a private placement of equity, equity-linked, convertible and/or debt securities (the “Securities”) or other capital or debt raising transaction (the “Offering”, and, together with the warrants issuedSale Transaction, each a “Transaction” and collectively the “Transactions”) in connection with the Sale Transaction. The Company shall pay CCM (i) Initial Public Offering, (ii) exercisean advisor fee in connection with the Sale Transaction in an amount equal to the sum of over-allotment and (iii) Private Placement since(I) $2,000,000 paid in full in U.S. dollars simultaneously with the exerciseclosing of the warrants are contingent uponSale Transaction and (II) 50,000 shares of common stock or equivalent equity (the “Shares”) of the occurrencepublicly listed post-business combination company (collectively, the “Advisor Fee”) and (ii) a transaction fee in connection with the Offering of future events. The warrants are exercisablean amount equal to purchase 15,333,3337.0% of the sum of (A) the gross proceeds raised from investors and received by the Company or Crown simultaneously with or before the closing of the Offering plus (B) proceeds released from the Trust Account with respect to any shareholder of the Company that (x) entered into a non-redemption or other similar agreement or (y) did not redeem the Company’s Class A ordinary shares, in each instance to the aggregate.extent such investor or shareholder under (A) and (B) above was identified to the Company by CCM (the “Offering Fee” and together with the Advisor Fee, the “Transaction Fee”), which shall be payable in U.S. dollars by the Company and due to CCM simultaneously with the closing of the Offering. The Shares shall be fully duly authorized, validly issued, paid and non-assessable and shall be registered for resale under the Act, or otherwise freely tradeable, as of the closing of the Sale Transaction and will be delivered in book entry form in the name of and delivered to CCM (or its designee) at the closing of the Sale Transaction.

Critical Accounting Policies and Estimates

This management’smanagement’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 revenues and expenses and the disclosure of contingent assets and liabilities in our condensed 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 Accounting Pronouncements

Our management doesOther than described below, there are no changes to policies described in the Form 10-K for the year ended December 31, 2022 filed with the SEC on April 24, 2023.

Convertible Promissory Notes

The Company elected to account for the Convertible Promissory Notes entered into with Catcha Holdings LLC (“Sponsor”) pursuant to the fair value option under ASC 825. ASC 825-10-15-4 provides for the “fair value option” (“FVO”) election, to the extent not believeotherwise prohibited by ASC 825-10-15-5, to be afforded to financial instruments, wherein the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. Differences between the face value of the convertible promissory note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any material changes in the estimated fair value of the convertible promissory note are recognized as non-cash gains or losses in the condensed statements of operations. The Company believes that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect onthe fair value option better reflects the underlying economics of the Convertible Promissory Notes. As such, the Convertible Promissory Notes, were initially measured at $164,938 as of the issue date (including $107,128 under $1.5 Million Convertible Promissory Note and $57,810 under the Extension Note ). The $263,626 excess of proceeds over fair value at issuance was recorded as additional paid-in capital in the accompanying unaudited condensed statement of shareholders’ (deficit) for the three months ended March 31, 2023. As of March 31, 2023, the fair value of the Convertible Promissory Notes was $165,839 (including $107,795 under $1.5 Million Convertible Promissory Note and $58,044 under the Extension Note). For the three months ended March 31, 2023, the Company recognized $901 unrealized loss on fair value changes of the Convertible Promissory Notes, in the unaudited condensed statements of operations.

Capital Contribution Note

The Company elected to account for the Capital Contribution Note entered into with Polar Multi-Strategy Master Fund (“Investor”) and Catcha Holdings LLC (“Sponsor”) pursuant to the fair value option under ASC 825. ASC 825-10-15-4 provides for the “fair value option” (“FVO”) election, to the extent not otherwise prohibited by ASC 825-10-15-5, to be afforded to financial statements.instruments, wherein the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. Differences between the face value of the Capital Contribution note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any material changes in the estimated fair value of the Capital Contribution note are recognized as noncash gains or losses in the condensed statements of operations. The Company believes that the fair value option better reflects the underlying economics of the Capital Contribution Note. The fair value of the Capital Contribution Note will include both the fair value of the 300,000 shares in consideration for the Capital Calls as defined in Note 6 and the principal as of each reporting date. As such, the Capital Contribution Note, was initially measured at $1,304,618 as of the issue date. The $1,104,618 excess of fair value of Capital Contribution Note over proceeds at issuance was recorded in the accompanying unaudited condensed statement of operations for the three months ended March 31, 2023. As of March 31, 2023, the fair value of the Capital Contribution Note was $1,308,748. For the three months ended March 31, 2023, the Company recognized $4,130 unrealized loss on fair value changes of the Capital Contribution Note, in the unaudited condensed statements of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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 the Securities 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.

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.

Our2023, due to the material weakness in our internal control over financial reporting didrelated to accounting for complex financial instruments and determining the fair value of 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 periods 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 March 31, 2023, 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 ourmade changes in its internal control over financial reporting. While we havereporting to enhance our processes to properly identify and appropriately apply applicable accounting requirements to better 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 thatunderstand the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.standards that apply to our condensed financial statements, including providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The Company can offer no assurance that these changes will ultimately have the intended effects.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

Factors that could cause our actual resultsITEM 1A. RISK FACTORS.

As the Company qualifies as a Smaller Reporting Company under Item 10(f) of Regulation S-K, risk factors are not required 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 resultbe included 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 ofquarterly report and such are omitted from 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.filing.

Our warrants are accounted for as liabilities and the 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 develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Following this issuance of the SEC Statement, after consultation with 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 interim financial statements will not be prevented, or detected and corrected on a timely basis.