UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM

~~10-Q/A~~10-Q

~~(Amendment No. 1)~~

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2021~~2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

ABG ~~ACQUISITION CORP.~~Acquisition Corp. I

(Exact name of registrant as specified in its charter)


Cayman Islands	001-40072	98-1568635
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)


Ally Bridge Group, NY 430 Park Avenue , 12th Floor		10022
(Address Of Principal Executive Offices)		(Zip Code)

(646)

829-9373

(Registrant’s telephone number, including area ~~code~~code)

Not Applicable

(Former name or former address, if changed since last report)

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


Title of ~~each class~~Each Class:	Trading Symbol(s)	Name of ~~each exchange~~Each Exchange on ~~which registered~~Which Registered:
Class A Ordinary Shares, $0.0001 par value	ABGI	The Nasdaq Capital Market

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

☒

☐

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

(§ 232.405 of this chapter) during the preceding 12 months (or for 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-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.


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 ~~January 20,~~November

, 2022,

15,566,300 Class A ordinary shares, par value $0.0001 per share, and 3,766,250 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

~~References throughout this Amendment No. 1 to the Quarterly Report on Form~~

~~10-Q/A~~

~~to “we,” “us,” the “Company” or “our company” are to ABG Acquisition Corp. I, unless the context otherwise indicates.~~

~~This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form~~

~~10-Q/A~~

~~amends the Quarterly Report on Form~~

~~10-Q~~

~~of ABG Acquisition Corp~~

~~as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 15, 2021 (the “Q3 2021 Form 10-Q”).~~

~~On November 15, 2021, ABG Acquisition Corp~~

(the “Company”) filed its Q3 2021 Form 10-Q, which included a section within Note 2, Revision to Previously Reported Financial Statements, that described a revision to the Company’s classification of its Class A ordinary shares subject to redemption issued in the Company’s initial public offering (“IPO”) on February 19, 2021. As described in Note 2, upon its IPO, the Company classified a portion of the Class A ordinary shares as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. The Company’s management revised its interpretation to include temporary equity in net tangible assets. As a result, management corrected the error by restating all Class A ordinary shares subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional

~~paid-in~~

~~capital (to the extent available), accumulated deficit and Class A ordinary shares.~~

In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the

~~two-class~~

~~method.~~

The Company determined the changes were not qualitatively material to the Company’s previously reported financial statements and did not restate its financial statements. Instead, the Company revised its previously reported financial statements in Note 2 to its Q3 2021 Form

~~10-Q.~~

Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was such of magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the Class A ordinary shares and change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements.

Therefore, on December 28, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued revision to the (i) unaudited interim financial statements included in the Company’s Quarterly Report on Form

~~10-Q~~

for the quarterly period ended March 31, 2021, filed with the SEC on May 13, 2021 and previously reported as revised in the Q3 2021 Form 10-Q; (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form

~~10-Q~~

for the quarterly period ended June 30, 2021, filed with the SEC on August 12, 2021 and previously reported as revised in the Q3 2021 Form 10-Q; and (iii) Note 2 to the unaudited interim financial statements and Item 4 of Part I included in the Company’s Q3 2021 Form 10-Q (collectively, the “Affected Periods”), should be restated to report all Class A ordinary shares included in the offering as temporary equity and should no longer be relied upon. As such, the Company has restated these financial statements for the Affected Periods.

~~The restatement does not have an impact on the Company’s cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).~~

~~After~~

~~re-evaluation,~~

the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in the Item 4 – Controls and Procedures, contained herein.

We are filing this Amendment No. 1 to amend and restate the Original Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements:

~~Part I, Item 1. Condensed Financial Statements~~

~~Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

~~Part I, Item 4. Controls and Procedures~~

~~Part II, Item 1A. Risk Factors~~

~~In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Quarterly Report on Form~~

~~10-Q/A~~

~~(Exhibits 31.1, 31.2, 32.1 and 32.2).~~

Except as described above, no other information included in Original Filing is being amended or updated by this Amendment No. 1 and, other than as described herein, this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filing. We have not amended our previously filed Quarterly Reports on Form

~~10-Q~~

~~for the periods affected by the restatement or our previously filed balance sheet, dated February 19, 2021, on Form~~

~~8-K. This~~

Amendment No. 1 continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.

PART ~~I. FINANCIAL~~

I-FINANCIAL

INFORMATION

Item 1. Condensed Financial Statements

ABG ACQUISITION CORP. I

CONDENSED BALANCE SHEETS


	September 30, 2021				December 31, 2020
								September 30, 2022			December 31, 2021
	(Unaudited)							(unaudited)
Assets
Current assets:
Cash	$	617,654			$	58,175		$	98,291		$	510,896
Prepaid expenses		451,047				178			137,687			355,887

Total current assets		1,068,701				58,353			235,978			866,783
Investments held in Trust Account		150,654,723				—			151,532,409			150,657,896
Deferred offering costs associated with the initial public offering		—				243,825

Total Assets	$	151,723,424			$	302,178		$	151,768,387		$	151,524,679
				��
Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Equity (Deficit)
Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	39,468			$	—		$	20,858		$	16,394
Accrued expenses		206,534				202,000			260,668			180,730
Note payable - related party		—				100,000

Total current liabilities		246,002				302,000			281,526			197,124
Deferred underwriting commissions		5,272,750				—			5,272,750			5,272,750

Total liabilities		5,518,752				302,000			5,554,276			5,469,874

Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 15,065,000 and -0- shares issued and outstanding at $10.00 per share at redemption value as of September 30, 2021 and December 31, 2020, respectively		150,650,000				—
Shareholders’ Equity (Deficit)
Preference shares, $0.0001 par value; 5,000,000 shares authorized; 0ne issued and outstanding		0				—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized;501,300 and -0- shares issued and outstanding (excluding 15,065,000 shares subject to possible redemption) as of September 30, 2021 and December 31, 2020, respectively		50				—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 3,766,250 shares issued and outstanding as of September 30, 2021 and December 31, 2020		377				377
Class A ordinary shares subject to possible redemption, $0.0001 par value; 15,065,000 shares issued and outstanding at $10.05 and $10.00 per share at redemption value as of September 30, 2022 and December 31, 2021, respectively									151,432,409			150,650,000
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding									—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 501,300 non-redeemable shares issued and outstanding (excluding 15,065,000 shares subject to possible redemption) as of September 30, 2022 and December 31, 2021									50			50
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 3,766,250 shares issued and outstanding as of September 30, 2022 and December 31, 2021									377			377
Additional paid-in capital		—				24,623			—			—
Accumulated deficit		(4,445,755	)			(24,822	)		(5,218,725	)		(4,595,622	)

Total shareholders’ equity (deficit)		(4,445,328	)			178
Total shareholders’ d eficit									(5,218,298	)		(4,595,195	)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	151,723,424			$	302,178
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit								$	151,768,387		$	151,524,679

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

Table of Contents

ABG ACQUISITION CORP. I

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended
September 30, 2021

Nine Months Ended
September 30, 2021


General and administrative expenses
   $ 188,098 $ 517,544
General and administrative expenses - related party
   30,000 80,000


Loss from operations
   (218,098 ) (597,544 )
Income from investments held in Trust Account
   2,275 4,723


Net loss
   $ (215,823 ) $ (592,821)


Basic and diluted weighted average shares outstanding of Class A ordinary shares
   15,566,300 12,772,349


Basic and diluted net loss per ordinary share, Class A ordinary shares
   $ (0.01 ) $ (0.04 )


Basic and diluted weighted average shares outstanding of Class B ordinary shares
   3,766,250 3,678,077


��

Basic and diluted net loss per ordinary share, Class B ordinary shares
   $ (0.01) $ (0.04)


	For the three months ended September 30,						For the nine months ended September 30,
	2022			2021			2022			2021

General and administrative expenses	$	174,498		$	188,098		$	625,207		$	517,544
General and administrative expenses - related party		30,000			30,000			90,000			80,000

Loss from operations		(204,498	)		(218,098	)		(715,207	)		(597,544	)
Income from investments held in Trust Account		768,063			2,275			874,513			4,723

Net income (loss)	$	563,565		$	(215,823	)	$	159,306		$	(592,821	)

Basic and diluted weighted average shares outstanding of Class A ordinary shares		15,566,300			15,566,300			15,566,300			12,772,349

Basic and diluted net income (loss) per ordinary share, Class A ordinary shares	$	0.03		$	(0.01	)	$	0.01		$	(0.04	)

Basic and diluted weighted average shares outstanding of Class B ordinary shares		3,766,250			3,766,250			3,766,250			3,678,077

Basic and diluted net income (loss) per ordinary share, Class B ordinary shares	$	0.03		$	(0.01	)	$	0.01		$	(0.04	)

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

Table of Contents

ABG ACQUISITION CORP. I

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

~~FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021~~


	For the three and nine months ended September 30, 2022
	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2021		501,300	$	50		3,766,250	$	377	$	—	$	(4,595,622	)	$	(4,595,195	)
Net loss		—		—		—		—		—		(302,458	)		(302,458	)

Balance - March 31, 2022 (unaudited)		501,300		50		3,766,250		377		—		(4,898,080	)		(4,897,653	)
Net loss		—		—		—		—		—		(101,801	)		(101,801	)

Balance - June 30, 2022 (unaudited)		501,300		50		3,766,250		377		—		(4,999,881	)		(4,999,454	)
Accretion of Class A ordinary shares subject to redemption		—		—		—		—		—		(782,409	)		(782,409	)
Net income		—		—		—		—		—		563,565			563,565

Balance - September 30, 2022 (unaudited)		501,300	$	50		3,766,250	$	377	$	—	$	(5,218,725	)	$	(5,218,298	)


	Ordinary Shares								Additional Paid-in								Total				For the three and nine months ended September 30, 2021
	Class A				Class B				Additional Paid-in			Accumulated				Shareholders’				Ordinary Shares									Additional							Total
	Shares		Amount		Shares		Amount			Capital				Deficit				Equity (Deficit)				Class A				Class B					Paid-in			Accumulated				Shareholders’
																					Shares		Amount		Shares		Amount			Capital			Deficit				Equity (Deficit)
Balance - December 31, 2020		0	$	0		3,766,250	$	377	$	24,623			$	(24,822	)		$	178				—	$	—		3,766,250	$	377		$	24,623		$	(24,822	)		$	178
Sale of shares to Sponsor in private placement		501,300		50		—		—		5,012,950				—				5,013,000				501,300		50		—		—			5,012,950			—				5,013,000
Accretion of Class A ordinary shares subject to redemption		—		—		—		—		(5,037,573	)			(3,828,112	)			(8,865,685	)			—		—		—		—			(5,037,573	)		(3,828,112	)			(8,865,685	)
Net loss		—		—		—		—		—				(164,380	)			(164,380	)			—		—		—		—			—			(164,380	)			(164,380	)

Balance - March 31, 2021 (unaudited)		501,300		50		3,766,250		377		0				(4,017,314	)			(4,016,887	)			501,300		50		3,766,250		377			—			(4,017,314	)			(4,016,887	)
Net loss		—		—		—		—		—				(212,618	)			(212,618	)			—		—		—		—			—			(212,618	)			(212,618	)

Balance - June 30, 2021 (unaudited)		501,300	$	50		3,766,250	$	377	$	0			$	(4,229,932	)		$	(4,229,505	)			501,300		50		3,766,250		377			—			(4,229,932	)			(4,229,505	)
Net loss		—		—		—		—		—				(215,823	)			(215,823	)			—		—		—		—			—			(215,823	)			(215,823	)

Balance - September 30, 2021 (unaudited)		501,300	$	50		3,766,250	$	377	$	0			$	(4,445,755	)		$	(4,445,328	)			501,300	$	50		3,766,250	$	377		$	—		$	(4,445,755	)		$	(4,445,328	)

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

Table of Contents

ABG ACQUISITION CORP. I

UNAUDITED CONDENSED ~~STATEMENT~~STATEMENTS OF CASH FLOWS

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021~~

Cash Flows from Operating Activities:

Net loss
   $ (592,821 )
Income from investments held in Trust Account
   (4,723 )
Changes in operating assets and liabilities:

Prepaid expenses
   (450,869 )
Accounts payable
   39,468
Accrued expenses
   136,535


Net cash used in operating activities
   (872,410 )


Cash Flows from Investing Activities:

Cash deposited in Trust Account
   (150,650,000 )


Net cash used in investing activities
   (150,650,000 )


Cash Flows from Financing Activities:

Payment of note payable to related party
   (100,000 )
Proceeds received from initial public offering, gross
   150,650,000
Proceeds received from private placement
   5,013,000
Offering costs paid
   (3,481,111 )


Net cash provided by financing activities
   152,081,889


Net change in cash
   559,479
Cash - beginning of the period
   58,175


Cash - end of the period

$
617,654



Supplemental disclosure of noncash financing activities:

Offering costs included in accrued expenses
   $ 70,000
Reversal of offering costs included in accrued expenses in prior year
   $ 202,000
Deferred underwriting commissions
   $ 5,272,750


	For the nine months ended September 30,
	2022			2021
Cash Flows from Operating Activities:

Net income (loss)	$	159,306		$	(592,821	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Income from investments held in Trust Account		(874,513	)		(4,723	)
Changes in operating assets and liabilities:
Prepaid expenses		218,200			(450,869	)
Accounts payable		4,464			39,468
Accrued expenses		124,938			136,535

Net cash used in operating activities		(367,605	)		(872,410	)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		—			(150,650,000	)

Net cash used in investing activities		—			(150,650,000	)

Cash Flows from Financing Activities:
Payment of note payable to related party		—			(100,000	)
Proceeds received from initial public offering, gross		—			150,650,000
Proceeds received from private placement		—			5,013,000
Offering costs paid		(45,000	)		(3,481,111	)

Net cash (used in) provided by financing activities		(45,000	)		152,081,889

Net change in cash		(412,605	)		559,479
Cash - beginning of the period		510,896			58,175

Cash - end of the period	$	98,291		$	617,654

Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	$	—		$	70,000
Reversal of offering costs included in accrued expenses in prior year	$	—		$	202,000
Deferred underwriting commissions	$	—		$	5,272,750

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

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ABG ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

Note 1

~~1-Description~~-

Description of Organization, ~~and~~ Business Operations and Going Concern Consideration

ABG Acquisition Corp. I (the “Company”) was incorporated as a Cayman Islands exempted company on November 17, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of September 30, ~~2021,~~2022, the Company had not commenced any operations. All activity for the period from November 17, 2020 (inception) through September 30, ~~2021,~~2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates

non-operating

income in the form of interest income on its investments held in the trust account from the proceeds of its Initial Public Offering. ~~The Company has selected December 31 as its fiscal year end.~~

The Company’s sponsor is ABG Acquisition Holdings I LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 16, 2021. On February 19, 2021, the Company consummated its Initial Public Offering of 15,065,000 Class A ordinary shares (the “Public Shares”), including the 1,965,000 Public Shares sold as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of approximately $150.7 million, and incurring offering costs of approximately $8.9 million, of which approximately $5.3 million was for deferred underwriting commissions ~~(Note~~(see Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 501,300 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million ~~(Note~~(see Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, approximately $150.7 million ($10.00 per Public Share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States ~~at J.P. Morgan Chase Bank, N.A.~~ with Continental Stock Transfer & Trust Company acting as trustee, and have been invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule

2a-7

of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, 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 net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust) at the time of the signing 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 a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of its Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a 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 Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially ~~anticipated to be~~at $10.00 per Public Share). The

per-share

amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5).

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ABG ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

These Public Shares have been classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards ~~Board’s~~Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within in the Combination Period, unless the Company provides the Public Shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 19, 2023 (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

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 remaining shareholders and the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

The Sponsor agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission ~~(see Note 5)~~ held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor 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. This liability will

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ABG ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of

~~Table of Contents~~

~~ABG ACQUISITION CORP. I~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~Liquidity~~Going Concern Consideration and Capital Resources

As of September 30, ~~2021,~~2022, the Company had approximately ~~$618,000~~$98,000 in its operating bank account and working capital deficit of approximately ~~$823,000.~~$46,000.

The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of $100,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on February 22, 2021. In addition, in order to finance transaction costs in connection with a 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, provide the Company Working Capital Loans (as defined in Note 4). As of September 30, 2022 and December 31, 2021, there were ~~0 amounts outstanding under any~~no Working Capital ~~Loan.~~Loans outstanding.

~~Based on~~In connection with the ~~foregoing,~~Company’s assessment of going concern considerations in accordance with FASB ASC

205-40,

“Presentation of Financial Statements-Going Concern,” management ~~believes~~has determined that the ~~Company will have sufficient working capital~~Company’s liquidity condition and ~~borrowing capacity from~~ the ~~Sponsor or an affiliate of the Sponsor, or certain of~~mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ~~officers and directors~~ability to ~~meet its needs through~~continue as a going concern. No adjustments have been made to the ~~earlier~~carrying amounts of assets or liabilities should the ~~consummation of~~Company be required to liquidate after February 19, 2023. The unaudited condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete a Business Combination ~~or one year from this filing.~~before the mandatory liquidation date. Over this time period, the Company will be using ~~these~~the funds outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Note 2

~~2-Summary~~-

Basis of Presentation and Summary of Significant Accounting Policies

(

~~restated~~

)

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, ~~2021,~~2022 are not necessarily indicative of the results that may be expected through December 31, ~~2021.~~2022 or any other period.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form

~~8-K~~10-K

~~and the final prospectus~~ filed by the Company with the SEC on ~~February~~March 25, ~~2021, and February 18, 2021, respectively.~~

2022.

~~Rest~~

~~atement of~~

~~Previously Reported Financial Statements~~

(

~~restated~~

)

~~In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should~~

~~restate~~

its financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph

~~10-S99,~~

redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its

~~Public Shares~~

~~in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable~~

~~ordinary~~

~~shares classified as temporary equity as part of net tangible assets. Effective with these financial~~

statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary shares as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s the Company’s Form

~~10-Qs~~

for the quarterly periods ended March 31, 2021 and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this Amendment No. 1.

The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. There is no impact to the reported amounts for total assets, total liabilities, cash flows and net income (loss).

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021:

As of March 31, 2021 (unaudited)

As

Previously

Reported

Adjustment

As Restated

Class A ordinary shares subject to possible redemption
   $ 141,633,111    $ 9,016,889    $ 150,650,000
Class A ordinary shares

$
140
$
(90 )
$
50
Additional
paid-in
capital

$
5,188,687
$
(5,188,687 )
$
—
Accumulated deficit

$
(189,202 )
$
(3,828,112 )
$
(4,017,314 )
Total shareholders’ equity (deficit)

$
5,000,002


$
(9,016,889
)

$
(4,016,887
)






Shares of Class A ordinary shares subject to possible redemption
   14,163,311    901,689    15,065,000
Shares of Class A
non-redeemable
ordinary shares
   1,402,989    (901,689 )    501,300

~~The Company’s unaudited condensed statement of shareholders’ equity (deficit) has been restated to reflect the changes to the impacted shareholders’ equity (deficit) accounts described above.~~

Three Months Ended March 31, 2021 (unaudited)

Supplemental Disclosure of Noncash Financing Activities:

As Reported

Adjustment

As Restated

Initial value of Class A ordinary shares subject to possible redemption
   $ 141,766,820 $ (141,766,820 )    $ 0
Change in value of Class A ordinary shares subject to possible redemption
   $ (133,709 ) $ 133,709    $ 0

As of June 30, 2021 (unaudited)

As

Previously

Reported

Adjustment

As Restated

Class A ordinary shares subject to possible redemption
   $ 141,420,490    $ 9,229,510    $ 150,650,000
Class A ordinary shares

$
142
$
(92 )
$
50
Additional
paid-in
capital

$
5,401,305
$
(5,401,305 )
$
0
Accumulated defici
t

$
(401,820 )
$
(3,828,113 )
$
(4,229,933 )
Total shareholders’ equity (deficit)

$
5,000,004


$
(9,229,510
)

$
(4,229,506
)






Shares of Class A ordinary shares subject to possible redemption
   14,142,049    922,951    15,065,000
Shares of Class A
non-redeemable
ordinary shares
   1,424,251    (922,951 )    501,300

Six Months Ended June 30, 2021 (unaudited)

Supplemental Disclosure of Noncash Financing Activities:

As Reported

Adjustment

As Restated

Initial value of Class A ordinary shares subject to possible redemption
   $ 141,766,820    $ (141,766,820 )    $ 0
Change in value of Class A ordinary shares subject to possible redemption
   $ (346,330 )    $ 346,330    $ 0

~~The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the Affected Quarterly Periods:~~

Earnings Per Share


As Reported

Adjustment

As Restated

For the three months ended March 31, 2021 (unaudited)

Net loss
   $ (164,380 )    $ —      $ (164,380 )
Weighted average shares outstanding - Class A ordinary shares
   15,065,000    (7,973,686 )    7,091,314
Basic and diluted earnings per ordinary share - Class A ordinary shares
   $ —      $ (0.02 )    $ (0.02 )
Weighted average shares outstanding - Class B ordinary shares
   3,727,162    (228,370 )    3,498,792
Basic and diluted earnings per ordinary shares - Class B ordinary shares
   $ (0.04 )    $ 0.02    $ (0.02 )
For three months ended June 30, 2021 (unaudited)

Net loss
   $ (212,618 )    $ —      $ (212,618 )
Weighted average shares outstanding - Class A ordinary shares
   15,065,000    501,300    15,566,300
Basic and diluted earnings per ordinary share - Class A ordinary shares
   $ —      $ (0.01 )    $ (0.01 )
Weighted average shares outstanding - Class B ordinary shares
   4,267,550    (501,300 )    3,766,250
Basic and diluted earnings per ordinary shares - Class B ordinary shares
   $ (0.05 )    $ 0.04    $ (0.01 )
For the six months ended June 30, 2021 (unaudited)

Net loss
   $ (376,998 )    $ —      $ (376,998 )
Weighted average shares outstanding - Class A ordinary shares
   15,065,000    (3,712,781 )    11,352,219
Basic and diluted earnings per ordinary share - Class A ordinary shares
   $ —      $ (0.03 )    $ (0.03 )
Weighted average shares outstanding - Class B ordinary shares
   3,998,849    —      3,633,260
Basic and diluted earnings per ordinary shares - Class B ordinary shares
   $ (0.09 )    $ 0.06    $ (0.03 )

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ABG ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

Emerging Growth Company

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 of 2002, 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.

Section 102(b)(1) of the ~~Jumpstart Our Business Startups~~JOBS Act ~~of 2012 (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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such an 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 unaudited condensed financial ~~statement~~statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 GAAP requires the Company’s 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 revenues and expenses during the reporting ~~period.~~ periods.

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.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal ~~Depository~~

Deposit

Insurance Corporation coverage limit of $250,000 and ~~investments~~any cash held in the Trust Account. As of September 30, ~~2021,~~2022 and December 31, ~~2020,~~2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

~~Table of Contents~~

~~ABG ACQUISITION CORP. I~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

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 0no cash equivalents as of September 30, ~~2021,~~2022 and December 31, ~~2020.~~2021.

Investments Held in Trust Account

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Table of Contents

ABG ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” ~~equal~~equals or ~~approximate~~approximates the carrying amounts represented in the condensed balance ~~sheet~~sheets due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

Level 1, defined as observable inputs such as quoted prices ~~(unadjusted)~~ for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

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

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, ~~underwriter~~underwriting fees and other costs incurred through the Initial Public Offering that were directly related to ~~the Initial Public Offering and that are charged against the Class A ordinary shares subject to possible redemption carrying value upon the completion of~~ the Initial Public Offering. Offering costs associated with the Class A ordinary shares ~~issued~~ were ~~initially~~ charged ~~to temporary equity and then accreted to common stock subject to redemption~~against their carrying value upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

~~Table of Contents~~

~~ABG ACQUISITION CORP. I~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC ~~480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.~~Topic 480, “Distinguishing Liabilities from Equity.” 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) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. As part of the Private Placement, the Company issued 501,300 Private Placement Shares to the Sponsor. These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of the Company’s initial Business Combination. They are also considered

non-redeemable

and are presented as permanent equity in the Company’s condensed balance sheets. The Company’s Class A ordinary shares sold in the Initial Public Offering feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, atas of September 30, 2022 and December 31, 2021, the 15,065,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ ~~equity~~deficit section of the Company’s ~~unaudited~~ condensed balance sheets.

Table of Contents

ABG ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

Under ASC ~~480-10S99,~~

480-10-S99,

the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security.

Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional

paid-in

capital (to the extent available) and accumulated deficit.

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. This presentation assumes a business combination as the most likely outcome. Net ~~income (loss)~~loss per ordinary share is calculated by dividing the net ~~income (loss)~~loss by the weighted average ordinary shares outstanding for the respective ~~period.~~periods.

At September 30, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could potentially be exercised or converted into ordinary shares and then share in the earnings of the Company. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value.

The following ~~table presents~~tables present a reconciliation of the numerator and denominator used to compute basic and diluted net ~~loss~~income (loss) per ordinary share for each class of ordinary shares:


	For the three months ended September 30, 2022				For the nine months ended September 30, 2022
	Class A		Class B		Class A		Class B

Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income	$	453,775	$	109,790	$	128,271	$	31,035
Denominator:
Basic and diluted weighted average ordinary shares outstanding		15,566,300		3,766,250		15,566,300		3,766,250

Basic and diluted net income per ordinary share	$	0.03	$	0.03	$	0.01	$	0.01


	For the Three Months Ended September 30, 2021						For the Nine Months Ended September 30, 2021
	Class A			Class B			Class A			Class B			For the three months ended September 30, 2021						For the nine months ended September 30, 2021
													Class A			Class B			Class A			Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(173,778	)	$	(42,045	)	$	(460,275	)	$	(132,546	)	$	(173,778	)	$	(42,045	)	$	(449,090	)	$	(143,731	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		15,566,300			3,766,250			12,772,349			3,678,077			15,566,300			3,766,250			12,772,349			3,678,077

Basic and diluted net loss per ordinary share	$	(0.01	)	$	(0.01	)	$	(0.04	)	$	(0.04	)	$	(0.01	)	$	(0.01	)	$	(0.04	)	$	(0.04	)

Table of Contents

ABG ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

Income Taxes

FASB ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the 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 0no unrecognized tax benefits as of September 30, ~~2021,~~2022 and December 31, ~~2020.~~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. ~~NaN~~No amounts were accrued for the payment of interest and penalties as of September 30, ~~2021,~~2022 and December 31, ~~2020.~~2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is

has been

subject to income tax examinations by major taxing authorities since inception.

~~Table of Contents~~

~~ABG ACQUISITION CORP. I~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

There is currently no taxation imposed on income by the ~~Government~~

overnment 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 unaudited condensed 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.~~~~

Recent Accounting Pronouncements

~~In August 2020, the FASB issued Accounting~~

~~Standards~~

~~Update (“ASU”)~~

~~No. 2020-06,~~

~~Debt-Debt with Conversion and Other Options (~~

~~Subtopic~~

~~470-20~~

~~) and Derivatives and Hedging-Contracts in Entity’s Own Equity (~~

~~Subtopic~~

~~815-40~~

~~): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity~~

~~(“ASU~~

~~2020-06”),~~

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

~~The~~

~~Company adopted ASU~~

~~2020-06~~

~~on January 1, 2021. Adoption of the ASU did not impact the Company’s 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 ~~updates,~~ if currently adopted would have a material effect on the ~~Company’s~~accompanying unaudited condensed financial statements.

Note

~~3-Initial~~

3 - Initial Public Offering

On February 19, 2021, the Company consummated its Initial Public Offering of 15,065,000 Public Shares, including the 1,965,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of approximately $150.7 million, and incurring offering costs of approximately $8.9 million, of which approximately $5.3 million was for deferred underwriting commissions.

Note

~~4-Related~~

4 - Related Party Transactions

Founder Shares

On November 26, 2020, the Sponsor paid $25,000 to cover certain expenses of the Company in consideration of 4,312,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On January 28, 2021, the Sponsor surrendered, for 0no consideration, 862,500 Class B ordinary shares, resulting in an aggregate of 3,450,000 Class B ordinary shares outstanding and on February 16, 2021, the Company effected a share dividend, by issuing an additional 316,250 Class B ordinary shares, paid out of the share premium account resulting in, 3,766,250 Class B ordinary shares issued and outstanding. ~~Share and per share amounts have been retroactively restated to December 31, 2020 to reflect the share surrender on January 29, 2021 and subsequent share dividend on February 16, 2021.~~ The Sponsor agreed to forfeit up to 491,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Private Placement Shares). The underwriters fully exercised the over-allotment option on February 19, 2021; thus, these 491,250 Founder Shares are no longer subject to forfeiture.

The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur ~~of:~~of (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the 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, the Founder Shares will be released from the lockup.

Table of Contents

ABG ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

Private Placement Shares

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 501,300 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million. A portion of the proceeds from the Private Placement Shares was added to the proceeds from the Initial Public Offering held in the Trust Account.

~~Table of Contents~~

~~ABG ACQUISITION CORP. I~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination.

Related Party Loans

On November 26, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was

non-interest

bearing and payable upon the completion of the Initial Public Offering. The Company borrowed $100,000 under the Note and on February 22, 2021, the Company repaid the Note in full. No future borrowings are permitted under this loan.

In addition, in order to finance transaction costs in connection with a 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 a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had no ~~borrowings under the~~ Working Capital ~~Loans.~~Loans outstanding.

Administrative Support Agreement

Commencing on the date that the Company’s securities were first listed on Nasdaq, the Company agreed to pay the Sponsor a total of $10,000 per month office space, utilities, administrative services and remote support services provided as may be reasonably required by the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

The ~~company~~Company incurred $30,000 and ~~$80,000~~$90,000 in such fees included as general and administrative expenses ~~to related~~

-related

party on the accompanying unaudited condensed statements of operations for the three and nine months ended September 30, 2022, respectively. For the three and nine months ended September 30, 2021, the Company incurred $30,000 and $80,000 in such fees included as general and administrative expenses

-related

party on the accompanying unaudited condensed statements of operations, respectively. As of September 30, ~~2021,~~2022 and December 31, ~~2020,~~2021, the Company had no balance outstanding for such services on the accompanying condensed balance sheets.

Note 5

~~5-Commitments~~-

Commitments and Contingencies

Registration and Shareholder Rights

The holders of Founder Shares and Private Placement Shares that may be issued upon conversion of Working Capital Loans were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Table of Contents

ABG ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

Underwriting Agreement

The Company granted the underwriters a

45-day

option from the final prospectus relating to the Initial Public Offering to purchase up to 1,965,000 additional shares to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment option on February 19, 2021.

The underwriters were entitled to an underwriting discount of $0.20 per share, or approximately $3.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per share, or approximately $5.3 million in the aggregate

will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

~~Table of Contents~~

~~ABG ACQUISITION CORP. I~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

Risks and Uncertainties

not determinable as of the date of these unaudited condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements.

Management continues to evaluate the impact of the

COVID-19

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

~~NOTE~~

~~6-Class~~

Note 6 - Class A Ordinary Shares Subject Toto Possible Redemption

The Company’s Class A ordinary shares sold in the Initial Public Offering feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s ~~Class A ordinary shares~~Public Shares are entitled to one vote for each ordinary share. As of September 30, 2022 and December 31, 2021, there were 15,065,000 shares of Class A ordinary shares outstanding that were subject to possible redemption and are classified outside of permanent equity in the ~~unaudited~~ condensed balance ~~sheet. There were 0 Class A ordinary shares issued and outstanding at December 31, 2020.~~sheets.

The Class A ordinary shares subject to possible redemption reflected on the ~~unaudited~~ condensed balance ~~sheet is~~sheets are reconciled on the following table:


Gross proceeds	$	150,650,000		$	150,650,000
Less:
Class A ordinary shares issuance costs		(8,865,685	)		(8,865,685	)
Plus:
Accretion of carrying value to redemption value		8,865,685			8,865,685

Class A ordinary shares subject to possible redemption	$	150,650,000
Class A ordinary shares subject to possible redemption - December 31, 2021					150,650,000
Plus:
Increase in redemption value of Class A ordinary shares subject to redemption					782,409

Class A ordinary shares subject to possible redemption - September 30, 2022				$	151,432,409

Table of Contents

ABG ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

Note 7 - Shareholders’ Deficit

~~7-Shareholders’~~

~~Equity (Deficit)~~

Preference Shares

-The Company is authorized to issue 5,000,000 preference shares, with a par value of $0.0001 per share, 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 September 30, ~~2021,~~2022 and December 31, ~~2020,~~2021, there ~~were0~~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. As of September 30, 2022 and December 31, 2021, there were 15,566,300 Class A ordinary shares outstanding, of which 15,065,000 were subject to possible redemption and are classified outside of permanent equity in the ~~unaudited~~accompanying condensed balance ~~sheet~~sheets (see Note 6). The 501,300 Class A ordinary shares that are not redeemable are classified as permanent ~~equity because they are not redeemable.~~equity.

Class

B Ordinary Shares

-The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, there were 3,766,250 Class B ordinary shares issued and outstanding.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law.

~~Table of Contents~~

~~ABG ACQUISITION CORP. I~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a

one-for-one

basis, subject to adjustment for share

sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or 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, or to be issued, to any seller in the initial Business Combination and any private placement shares issued to the Sponsor, officers or directors upon conversion of Working Capital Loans;

provided

that such conversion of Class B ordinary shares will never occur on a less than

one-for-one

basis.

Note

~~8-Fair~~

8 - Fair Value Measurements

The following ~~table presents~~tables present information about the Company’s financial assets that are measured at fair value on a recurring basis ~~as of September 30, 2021, and indicates~~by level within the fair value ~~hierarchy of the valuation techniques that the Company utilized to determine such fair value.~~hierarchy:

September 30, 2022


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Investments in U.S. Treasury money market funds	$	150,654,723		0—		0
Assets:
Investments held in Trust Account - Money Market Fund							$	151,532,409	$	—	$	—

Table of Contents

ABG ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

December 31, 2021


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - Money Market Fund	$	150,657,896	$	—	$	—

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels of the hierarchy for ~~the three and~~ nine months ended September 30, 2022 and 2021. Level 1 instruments include investments in money market funds that invest in U.S. Treasury securities with an original maturity of 185 days or less. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

Note

~~9-Subsequent~~ 9 - Subsequent Events

~~Events~~

The Company evaluated subsequent events and transactions that occurred up to the date that the unaudited condensed financial statements were issued. Based upon this review,

~~other than the restatement discussed in Note 2,~~

the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

1415

~~Table of Contents~~

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

Operations.

References to “we”, “us”, “our” or the ~~“Company,” “ABG Acquisition Corp. I,” “ABG” “our,” “us” or “we” refer~~“Company” are to ABG Acquisition ~~Corp.~~Corp I., except where the context requires otherwise. The following discussion ~~and analysis of the Company’s financial condition and results of operations~~ should be read in conjunction with ~~the~~our unaudited ~~interim~~ condensed financial statements and ~~the~~related notes thereto ~~contained~~included elsewhere in this report. ~~Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.~~

~~Restatement~~

~~In this Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form~~

~~10-Q~~

for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 15, 2021 (the “Q3 2021 Form 10-Q”), we are restating (i) unaudited interim financial statements included in our Quarterly Report on Form

~~10-Q~~

On November 15, 2021, we filed our Q3 2021 Form 10-Q, which included a Note 2, Revision to Previously Reported Financial Statements, that describes a revision to our classification of the Class A ordinary shares subject to redemption issued in our initial public offering (“IPO”) on February 19, 2021. As described in Note 2, upon our IPO, we classified a portion of the Class A ordinary shares as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001. Previously, we did not consider redeemable shares classified as temporary equity as part of net tangible assets. Our management revised its interpretation to include temporary equity in net tangible assets. As a result, we corrected the error by restating all Class A ordinary shares subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional

~~paid-in~~

~~capital (to the extent available), accumulated deficit and Class A ordinary shares.~~

In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, we also revised our earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the

~~two-class~~

~~method.~~

We determined the changes were not qualitatively material to our previously reported financial statements and did not restate our financial statements. Instead, we revised our previously issued financial statements in Note 2 to our Q3 2021 Form

~~10-Q.~~

Although the qualitative factors that we assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was such of magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, we determined the change in classification of the Class A ordinary shares and change to our presentation of earnings per share is material quantitatively and we should restate our previously issued financial statements.

Therefore, on December 28, 2021, our management and the audit committee of our board of directors (the “Audit Committee”) concluded that our previously reported revision to the Affected Periods should be restated to report all Class A ordinary shares included in the offering as temporary equity and should no longer be relied upon. As such, we have restated these financial statements for the Affected Periods.

~~The restatement does not have an impact on our cash position and cash held in the Trust Account.~~

~~After~~

~~re-evaluation,~~

our management has concluded that in light of the errors described above, a material weakness existed in our internal control over financial reporting during the Affected Periods and that our disclosure controls and procedures were not effective. For more information see Item 4 – Controls and Procedures, contained herein.

~~We have not amended our previously filed Quarterly Report on Form~~

~~10-Q~~

for the periods affected by the restatement. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Amendment No. 1, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon.

~~The restatement is more fully described in Note 2 of the notes to the financial statements included herein.~~

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form

10-Q

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

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on November 17, 2020. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our sponsor is ABG Acquisition Holdings I LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for our Initial Public Offering was declared effective on February 16, 2021. On February 19, 2021, we consummated its Initial Public Offering of 15,065,000 Class A ordinary shares (the “Public Shares”), including the 1,965,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of approximately $150.7 million, and incurring offering costs of approximately $8.9 million, of which approximately $5.3 million was for deferred underwriting commissions.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 501,300 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million.

Upon the closing of the Initial Public Offering and the Private Placement, approximately $150.7 million ($10.00 per Public Share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States ~~at J.P. Morgan Chase Bank, N.A.~~ with Continental Stock Transfer & Trust Company acting as trustee, and have been invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule

2a-7

of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully. We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust) at the time of the signing of the agreement to enter into the initial Business Combination. However, we 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 a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

~~Table of Contents~~

If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 19, 2023 (the “Combination Period”), we 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 (less taxes payable and 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 remaining shareholders and the board of directors, liquidate and dissolve, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

~~Liquidity~~

Going Concern Consideration and Capital Resources

As of September 30, ~~2021,~~2022, we had approximately ~~$618,000~~$98,000 in our operating bank account and working capital of deficit approximately ~~$823,000.~~

$46,000.

Our liquidity needs to date have been satisfied through a contribution of $25,000 from our Sponsor to cover ~~for~~ certain expenses in exchange for the issuance of the Founder Shares, the loan of $100,000 from the Sponsor pursuant to the Note, and the proceeds from the consummation of the Private Placement not held in the Trust Account. We fully repaid the Note on February 22, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of ~~our~~the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us ~~with~~ Working Capital Loans. As of September 30, 2022 and December 31, 2021 there were no ~~amounts outstanding under any~~ Working Capital ~~Loan.~~

~~Based on~~Loans outstanding.

In connection with management’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements-Going Concern,” management has determined that the ~~foregoing, management believes~~liquidity condition and mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after February 19, 2023. The unaudited condensed financial statements do not include any adjustment that might be necessary if we ~~will have sufficient working capital and borrowing capacity from our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors~~are unable to ~~meet its needs through the earlier of the consummation of~~continue as a going concern. We intend to complete a Business Combination ~~or one year from this filing.~~before the mandatory liquidation date. Over this time period, we will be using ~~these~~the funds outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Risks and Uncertainties

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Management continues to evaluate the impact of the

COVID-19

pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

Our entire activity since inception ~~up to~~through September 30, ~~2021, was in~~2022 related to our formation, the preparation for ~~our formation and the~~an Initial Public Offering, and ~~after the~~since our Initial Public Offering, ~~searching~~our activity has been limited to the search for a ~~target.~~prospective initial Business Combination. We will not ~~be generating~~generate any operating revenues until the closing and completion of our initial Business Combination.

For the three months ended September 30, 2022, we had net income of approximately $564,000, which consisted of approximately $768,000 in income from investments held in the Trust Account, partially offset by approximately $174,000 in general and administrative expenses and $30,000 of general and administrative expenses to related party.

For the three months ended September 30, 2021, we had net loss of approximately $216,000, which consisted of approximately $218,000 in general and administrative expenses, including $30,000 of general and administrative expenses to related party, ~~partly~~partially offset by approximately $2,000 in income from investments held in the Trust Account.

For the nine months ended September 30, 2022, we had net income of approximately $159,000, which consisted of approximately $874,000 in income from investments held in the Trust Account partially offset by approximately $625,000 in general and administrative expenses, $90,000 of general and administrative expenses to related party.

For the nine months ended September 30, 2021, we had net loss of approximately $593,000, which consisted of approximately $598,000 in general and administrative expenses, including $80,000 of general and administrative expenses to related party, ~~partly~~partially offset by approximately $5,000 in income from investments held in the Trust Account.

~~Contractual Obligations~~

~~Administrative Support Agreement~~

Commencing on the date that our securities were first listed on Nasdaq, we agreed to pay our Sponsor a total of $10,000 per month office space, utilities, administrative services and remote support services provided to members of the management team. Upon completion of the initial Business Combination or our liquidation, we will cease paying these monthly fees.

We incurred $30,000 and $80,000 in such fees included as general and administrative expenses to related party on the accompanying unaudited condensed statements of operations for the three and nine months ended September 30, 2021, respectively. As of September 30, 2021, and December 31, 2020, we had no balance outstanding for such services on the accompanying condensed balance sheets.

~~Registration and Shareholder Rights~~

The holders of Founder Shares and Private Placement Shares that may be issued upon conversion of Working Capital Loans were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

~~Underwriting Agreement~~

~~We granted the underwriters a~~

~~45-day~~

The underwriters were entitled to an underwriting discount of $0.20 per Public Share, or approximately $3.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per share, or approximately $5.3 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

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 ~~GAAP.~~United States generally accepted accounting principles. The preparation of ~~our~~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 unaudited 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. We have identified the following as our critical accounting policies:

Investments Held in ~~the~~ Trust Account

Our portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When our investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When our investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Class A ~~ordinary shares subject~~Ordinary Shares Subject to ~~possible redemption~~

Possible Redemption

We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are 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 our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. As part of the Private Placement, we issued 501,300 Private Placement Shares to our Sponsor. These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of our initial Business Combination. They are also considered non-redeemable and are presented as permanent equity in the condensed balance sheets. Our Class A ordinary shares sold in the Initial Public Offering feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, 15,065,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ ~~equity~~deficit section of our condensed balance sheets.

Under ASC ~~480-10S99,~~480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of ~~the Initial Public Offering,~~our initial public offering, we recognized the accretion from initial book value to redemption amount, which resulted in charges against additional

paid-in

capital (to the extent available) and accumulated deficit.

Net ~~Income (Loss)~~Loss Per Ordinary Share

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. This presentation assumes a business combination as the most likely outcome. Net ~~income (loss)~~loss per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective ~~period.~~

periods.

At September 30, 2022 and 2021, we did not have any dilutive securities and other contracts that could potentially be exercised or converted into ordinary shares and then share in our earnings. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value.

Recent Accounting Pronouncements

~~In August 2020, the FASB issued ASU~~

~~No. 2020-06,~~

~~Debt-Debt with Conversion and Other Options (~~

~~Subtopic~~

~~470-20~~

~~) and Derivatives and Hedging-Contracts in Entity’s Own Equity~~

~~(Subtopic~~

~~815-40~~

~~): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity~~

~~(“ASU~~

~~2020-06”),~~

~~2020-06~~

~~on January 1, 2021. Adoption of the ASU did not impact our financial position, results of operations or cash flows.~~

Our management dodoes not believe that any ~~other~~ recently issued, but not yet effective, accounting standards ~~updates,~~ if currently adopted would have a material effect on ~~our~~the accompanying unaudited condensed financial statements.

~~Off-Balance~~

~~Sheet Arrangements~~

~~As of September 30, 2021, we did not have any~~

~~off-balance~~

~~sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation~~

~~S-K.~~

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The ~~Jumpstart Our Business Startups~~JOBS Act ~~of 2012 (the “JOBS Act”)~~ contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for

non-emerging

growth companies. As a result, ~~the~~our unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth ~~company,”~~company”, we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of

non-emerging

growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule

12b-2

of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures ~~(restated)~~

Evaluation of Disclosure Controls and Procedures

Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2021, as such term is defined in Rules

~~13a-15(e)~~

~~and~~

~~15d-15(e)~~

under the Exchange Act. Based on this evaluation our management, including our principal executive officer and principal financial and accounting officer, has concluded that during the period covered by this report, our disclosure controls and procedures were not effective as of September 30, 2021, because of a material weakness in our internal control 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 on a timely basis. Specifically, our management has concluded that our control around the interpretation and accounting for certain complex features of the Class A ordinary shares was not effectively designed or maintained. This material weakness resulted in the restatement of our interim financial statements for the quarters ended March 31, 2021, and June 30, 2021.

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

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective as of September 30, 2022.

Changes in ~~internal control~~Internal Control over ~~financial reporting~~

Financial Reporting

There ~~was~~were no ~~change~~changes in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, ~~2021,~~2022 covered by this ~~Amendment No. 1,~~report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex features of the Class A ordinary shares. Our management 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

As of the date of this Quarterly Report on Form

10-Q,

there have been no material changes to the risk factors disclosed in our ~~final prospectus~~Annual Report on Form 10-K filed with the SEC on ~~February 18, 2021,~~March 25, 2022, except for the ~~below~~ risk ~~factors.~~factor below. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

~~We identified~~

Changes in laws or regulations, or a ~~material weakness in our internal control over financial reporting as of September 30, 2021. If we are unable~~failure to ~~develop~~comply with any laws and ~~maintain an effective system of internal control over financial reporting, we~~regulations, 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, including our ability to negotiate and ~~operating results.~~

~~As described elsewhere in this Amendment No. 1, we have identified a material weakness in~~complete our ~~internal control over financial reporting related~~initial business combination, and results of operations.

We are subject to ~~the application of ASC~~

~~480-10-S99-3A~~

to our accounting classification of the Public Shares. As a result of this material weakness, our management has concluded that our internal control over financial reporting was not effective as of September 30, 2021. Historically, a portion of the Public Shares was classified as permanent equity to maintain shareholders’ equity greater than $5,000,000 on the basis that we will not redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, as described in the Charter. Pursuant to our

~~re-evaluation~~

~~of the application of ASC~~

~~480-10-S99-3A~~

to our accounting classification of the Public Shares, our management has determined that all of the Public Shares should be classified as temporary equity. For a discussion of management’s consideration of the material weakness identified related to the application of ASC

~~480-10-S99-3A~~

~~to our accounting classification of the Public Shares, see Note 2 to the accompanying unaudited condensed financial statements, as well as Part I, Item 4: Controls~~laws and ~~Procedures included in this Amendment No. 1.~~

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 detectedregulations enacted by national, regional and ~~corrected on a timely basis.~~

~~Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. Specifically,~~local governments. In particular, we are ~~expanding~~required to comply with certain SEC and ~~improving our review process for accounting for certain complex features~~other legal requirements. Compliance with, and monitoring of, ~~the Class A ordinary shares. These remediation measures~~applicable laws and regulations may be difficult, time consuming and ~~costly~~costly. Those laws and ~~there is no assurance that these initiatives will ultimately have the intended effects.~~

~~If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability~~regulations and their interpretation and application may also change from time to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In 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 reportingtime 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.

~~We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.~~

As a result of the material weakness we identified related to the change in accounting for the Public Shares, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Form

~~10-Q,~~

we believe we have remediated the material weakness. In addition, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not,those changes could have a material adverse effect on our business, investments and results of ~~operations~~operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and ~~financial condition~~applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies and increasing the potential liability of certain participants in proposed business combination transactions. These rules, if adopted, whether in the form proposed or in revised form, may materially increase the costs and time required to negotiate and complete an initial business combination and could potentially impair our ability to complete ~~a Business Combination.~~

an initial business combination.

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

None.

Item 3. Defaults ~~upon~~Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other ~~Information.~~

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.


Exhibit Number		Description

31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer (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 Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Date ~~File—the~~File-the cover page XBRL tags are embedded within the Inline XBRL document

*	Filed herewith.

**	~~Furnished.~~ Furnished herewith.

SIGNATURE

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


		Page No.
PART I. FINANCIAL INFORMATION

Item 1.
~~Item 1.~~	Condensed Financial Statements		1
	Condensed Balance Sheets as of September 30, ~~2021~~2022 (Unaudited) and December 31, ~~2020~~2021		1
	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021		2
	Unaudited Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2022 and 2021		3
	Unaudited Condensed ~~Statement~~Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021		4
	Notes to Unaudited Condensed Financial Statements ~~(restated)~~		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1516
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		1920
Item 4.	Controls and Procedures ~~(restated)~~		1920

PART II. OTHER INFORMATION
~~Item 1.~~

Item 1.	Legal Proceedings		1920
Item 1A.	Risk Factors		1920
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		19
~~Item 3.~~	~~Defaults Upon Senior Securities~~		19
~~Item 4.~~	~~Mine Safety Disclosures~~		19
~~Item 5.~~	~~Other Information~~		20
~~Item 6.~~	~~Exhibits~~		20
~~Signature~~			21
Item 3.	Defaults Upon Senior Securities		21
Item 4.	Mine Safety Disclosures		21
Item 5.	Other Information		21
Item 6.	Exhibits		21
Signature			22


	Three Months Ended September 30, 2021			Nine Months Ended September 30, 2021

General and administrative expenses	$	188,098		$	517,544
General and administrative expenses - related party		30,000			80,000

Loss from operations		(218,098	)		(597,544	)
Income from investments held in Trust Account		2,275			4,723

Net loss	$	(215,823	)	$	(592,821)

Basic and diluted weighted average shares outstanding of Class A ordinary shares		15,566,300			12,772,349

Basic and diluted net loss per ordinary share, Class A ordinary shares	$	(0.01	)	$	(0.04	)

Basic and diluted weighted average shares outstanding of Class B ordinary shares		3,766,250			3,678,077
				��
Basic and diluted net loss per ordinary share, Class B ordinary shares	$	(0.01)		$	(0.04)


As of March 31, 2021 (unaudited)	As Previously Reported			Adjustment			As Restated
Class A ordinary shares subject to possible redemption	$	141,633,111		$	9,016,889		$	150,650,000
Class A ordinary shares	$	140		$	(90	)	$	50
Additional paid-in capital	$	5,188,687		$	(5,188,687	)	$	—
Accumulated deficit	$	(189,202	)	$	(3,828,112	)	$	(4,017,314	)
Total shareholders’ equity (deficit)	$	5,000,002		$	(9,016,889	)	$	(4,016,887	)

Shares of Class A ordinary shares subject to possible redemption		14,163,311			901,689			15,065,000
Shares of Class A non-redeemable ordinary shares		1,402,989			(901,689	)		501,300


Three Months Ended March 31, 2021 (unaudited)
Supplemental Disclosure of Noncash Financing Activities:	As Reported			Adjustment			As Restated
Initial value of Class A ordinary shares subject to possible redemption	$	141,766,820		$	(141,766,820	)	$	0
Change in value of Class A ordinary shares subject to possible redemption	$	(133,709	) $		133,709		$	0


As of June 30, 2021 (unaudited)	As Previously Reported			Adjustment			As Restated
Class A ordinary shares subject to possible redemption	$	141,420,490		$	9,229,510		$	150,650,000
Class A ordinary shares	$	142		$	(92	)	$	50
Additional paid-in capital	$	5,401,305		$	(5,401,305	)	$	0
Accumulated defici t	$	(401,820	)	$	(3,828,113	)	$	(4,229,933	)
Total shareholders’ equity (deficit)	$	5,000,004		$	(9,229,510	)	$	(4,229,506	)

Shares of Class A ordinary shares subject to possible redemption		14,142,049			922,951			15,065,000
Shares of Class A non-redeemable ordinary shares		1,424,251			(922,951	)		501,300


	Earnings Per Share
	As Reported			Adjustment			As Restated
For the three months ended March 31, 2021 (unaudited)
Net loss	$	(164,380	)	$	—		$	(164,380	)
Weighted average shares outstanding - Class A ordinary shares		15,065,000			(7,973,686	)		7,091,314
Basic and diluted earnings per ordinary share - Class A ordinary shares	$	—		$	(0.02	)	$	(0.02	)
Weighted average shares outstanding - Class B ordinary shares		3,727,162			(228,370	)		3,498,792
Basic and diluted earnings per ordinary shares - Class B ordinary shares	$	(0.04	)	$	0.02		$	(0.02	)
For three months ended June 30, 2021 (unaudited)
Net loss	$	(212,618	)	$	—		$	(212,618	)
Weighted average shares outstanding - Class A ordinary shares		15,065,000			501,300			15,566,300
Basic and diluted earnings per ordinary share - Class A ordinary shares	$	—		$	(0.01	)	$	(0.01	)
Weighted average shares outstanding - Class B ordinary shares		4,267,550			(501,300	)		3,766,250
Basic and diluted earnings per ordinary shares - Class B ordinary shares	$	(0.05	)	$	0.04		$	(0.01	)
For the six months ended June 30, 2021 (unaudited)
Net loss	$	(376,998	)	$	—		$	(376,998	)
Weighted average shares outstanding - Class A ordinary shares		15,065,000			(3,712,781	)		11,352,219
Basic and diluted earnings per ordinary share - Class A ordinary shares	$	—		$	(0.03	)	$	(0.03	)
Weighted average shares outstanding - Class B ordinary shares		3,998,849			—			3,633,260
Basic and diluted earnings per ordinary shares - Class B ordinary shares	$	(0.09	)	$	0.06		$	(0.03	)

Dated: ~~January 21,~~November 10, 2022

ABG Acquisition Corp. I

/s/ Daniel Johnson

Daniel Johnson

Chief Financial Officer (Principal Financial and Accounting Officer)