The accompanying notes are
an integral part of these unaudited condensed financial statements.
The accompanying notes are
an integral part of these unaudited condensed financial statements.
The accompanying notes are an integral part of these unaudited condensed
financial statements.
The accompanying notes are
an integral part of these unaudited condensed financial statements.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(RESTATED)
Note 1- Organization and Business Operations
Organization and General
African Gold Acquisition Corporation (the “Company”)
is a blank check company incorporated on November 17, 2020 as a Cayman Islands exempted company. The Company was incorporated for the
purpose of effecting a merger or mergers, asset acquisition, share purchase, reorganization or other similar Business Combination with
one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target
and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business
Combination target with respect to the Business Combination.
The Company’s sponsor is African Gold Acquisition
Sponsor LLC, a Delaware limited liability company (the “Sponsor”).
The Company has selected December 31 as its fiscal
year end.
As of September 30, 2021, the Company had not commenced
any operations. All activity for the period from November 17, 2020 (inception) through September 30, 2021 relates to the Company’s
formation and the initial public offering (“IPO”) described below, and since the closing of the IPO, the search for a prospective
initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business
Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents
from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as other income (expense).
Financing
The registration statement for the Company’s
IPO was declared effective on February 25, 2021 (the “Effective Date”). On March 2, 2021, the Company consummated the IPO
of 36,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public
Shares”), at $10.00 per Unit, generating gross proceeds of $360,000,000, which is discussed in Note 4.
Simultaneously with the closing of the IPO, the
Company consummated the sale of 10,300,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement
Warrant in a private placement to the Sponsor (“Private Placement”), generating gross proceeds of $10,300,000, which is discussed
in Note 5.
Transaction costs amounted to $20,466,592 consisting
of $7,200,000 of underwriting discount, $12,600,000 of deferred underwriting discount, and $666,592 of other offering costs.
The Company granted the underwriters in the IPO
a 45-day option to purchase up to 5,400,000 additional Units to cover over-allotments, if any. On March 16, 2021, the underwriters exercised
the over-allotment option in full to purchase 5,400,000 Units (the “Over-allotment Units”), generating an aggregate of gross
proceeds of $54,000,000, and incurred $1,080,000 in cash underwriting fees and $1,890,000 in deferred underwriting fees.
Trust Account
Following the closing of the IPO on March 2, 2021
and the underwriters’ full exercise of over-allotment option on March 16, 2021, $414,000,000 ($10.00 per Unit) from the net proceeds
of the sale of the Units in the IPO and over- allotment and the sale of the Private Placement Warrants was placed in a Trust Account,
which can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely
in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Except with respect to interest earned
on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the funds held in the Trust Account
will not be released from the Trust Account until the earliest of: (1) the completion of an initial Business Combination; (2) the redemption
of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum
and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection
with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial
Business Combination within 24 months from the closing of the IPO (the “Combination Period”) or (B) with respect to any other
provision relating to shareholders’ rights or pre-initial Business Combination activity; and (3) the redemption of the Company’s
public shares if the Company has not completed an initial Business Combination within the Combination Period, subject to applicable law.
Initial Business Combination
The Company must complete one or more initial Business
Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the
deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter
into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company
owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target
sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment
Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.
The Class A ordinary shares subject to possible
redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with
Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted
in favor of the Business Combination.
If the Company is unable to complete the initial
Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest
to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of the then issued and outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to
receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of the Company’s remaining shareholders and the Company’s Board, liquidate and dissolve, subject in each case
to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law.
The Sponsor, officers and directors have agreed
to waive: (i) their redemption rights with respect to any Founder Shares and public shares held by them, as applicable in connection
with the completion of the initial Business Combination, (ii) their redemption rights with respect to any Founder Shares and public shares
held by them in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association,
(iii) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails
to complete the initial Business Combination within the Combination Period or during any extended time that the Company has to consummate
a Business Combination beyond 24 months as a result of a shareholder vote to amend the Company’s amended and restated memorandum
and articles of association (an “Extension Period”), and (iv) vote any Founder Shares and public shares held by them in favor
of the initial Business Combination.
The Sponsor has agreed that it will be liable to
the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered
or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement,
reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held
in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each
case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and
all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of
the IPO against certain liabilities, including liabilities under the Securities Act. The Company has not independently verified whether
the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities
of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve
for such obligations.
Liquidity and Capital Resources
As of September 30, 2021, following
the recognition of $902,927 in improper withdrawals and other Irregularities the Company had approximately $0.1 million in its operating
bank account and working capital of approximately $0.4 million. Note that subsequent re-deposits of the improperly withdrawn funds by
the former CFO during the remaining months of 2021 allowed the Company to meet its various obligations.
Prior to the completion of the IPO, the
Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering
costs, for the Founder Shares (see Note 6), and the loan under an unsecured promissory note from the Sponsor of $178,488 (see Note 6).
The Company fully repaid the note to the Sponsor on March 8, 2021. Subsequent to the consummation of the IPO and Private Placement, the
Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the
Trust Account.
In addition, in order to finance transaction
costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or certain of the Company’s
officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). On September 21, 2022,
the Company has borrowed an aggregate of $830,000 from members of the Company’s Sponsor as evidenced by a promissory note to fund
working capital deficiencies caused by the Irregularities, as discussed in the Explanatory Note, and in connection with its efforts to
consummate an initial Business Combination.
In connection with the Company’s assessment
of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”)’s Accounting Standards
Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”
management determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the
Company’s ability to continue as a going concern through June 2, 2023, the scheduled liquidation date of the Company if it does
not complete a Business Combination prior to such date. These financial statements do not include any adjustments relating to the recovery
of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a
going concern.
Note 2 - Restatement of Previously Issued
Financial Statements
On August 22, 2022, the Board discovered improper
withdrawals from the Company’s operating bank account and the subsequent concealment of these withdrawals, which transactions initially
appeared to commence in January 2022 during the period ended March 31, 2022. Upon these discoveries, the Board immediately launched an
internal investigation, began a series of discussions with its advisors, took actions necessary to safeguard Company accounts and sought
to recover funds. From the Board investigation it was concluded that Cooper Morgenthau, the former Chief Financial Officer and a former
director of the Company, had made those improper withdrawals and took deliberate actions to conceal them, including by falsifying documents.
Effective August 22, 2022, Mr. Morgenthau’s services as the Company’s Chief Financial Officer (the Company’s Principal
Financial and Accounting Officer) was terminated, and Mr. Morgenthau was removed as a director and officer of the Company pursuant to
its amended and restated memorandum and articles of association effective August 26, 2022.
Following Mr. Morganthau’s termination the
Board and Audit Committee continued to hold internal and external discussions with all bankers, vendors and service providers investigating
any and all possibilities of additional Irregularities. On August 31, 2022, the Board investigation discovered that improper withdrawals
by Mr. Morgenthau extended back to and commenced in June 2021 and the concealment of these Irregularities was accomplished by falsifying
bank statements commencing with the June 2021 statements and continuing through to July 2022. On September 29, 2022 the Board and Audit
Committee determined that the Company’s previously issued financial statements, as set forth in the Company’s Quarterly Reports
on Form 10-Q for the periods ended June 30, 2021 and September 30, 2021, respectively, must be restated and should not be relied upon.
The Irregularities did not take place prior to the quarter ended June 30, 2021.
In connection with the preparation of the
restatements management also made certain adjustments and reclassifications for presentation purpose. The impact of the restatement on
the Company’s previously issued financial statements is reflected in the following table:
Condensed Balance Sheet as of September 30,
2021 (unaudited) | |
As Previously issued on
November 22, 2021 | | |
Adjustment | | |
Restated | |
Cash | |
$ | 932,771 | | |
$ | (828,400 | ) | |
$ | 104,371 | |
Prepaid expenses | |
| 389,137 | | |
| 42,418 | | |
| 431,555 | |
Total assets | |
| 415,508,607 | | |
| (785,982 | ) | |
| 414,722,625 | |
Accrued offering costs and expenses | |
| 41,867 | | |
| 26,945 | | |
| 68,812 | |
Due to related party | |
| 24,975 | | |
| 25,000 | | |
| 49,975 | |
Total liabilities | |
| 35,188,301 | | |
| 51,945 | | |
| 35,240,246 | |
Accumulated deficit | |
| (33,680,729 | ) | |
| (837,927 | ) | |
| (34,518,656 | ) |
Total shareholders’ deficit | |
| (33,679,694 | ) | |
| (837,927 | ) | |
| (34,517,621 | ) |
Total liabilities and shareholders’ deficit | |
| 415,508,607 | | |
| (785,982 | ) | |
| 414,722,625 | |
Condensed Statement of Operations for the Three Months
ended September 30, 2021 (unaudited) |
Formation and operating costs | |
$ | 464,695 | | |
$ | (65,000 | ) | |
$ | 399,695 | |
Loss from Irregularities | |
| - | | |
| 230,573 | | |
| 230,573 | |
Net income | |
| 6,386,667 | | |
| 295,573 | | |
| 6,682,240 | |
Basic and diluted net income per Class A ordinary share | |
| 0.12 | | |
| 0.00 | | |
| 0.12 | |
Basic and diluted net income per Class B ordinary share | |
| 0.12 | | |
| 0.00 | | |
| 0.12 | |
Condensed Statement of Operations for the Nine Months ended September
30, 2021 (unaudited) |
Formation and operating costs | |
$ | 983,951 | | |
$ | (65,000 | ) | |
$ | 918,951 | |
Loss from Irregularities | |
| - | | |
| (902,927 | ) | |
| (902,927 | ) |
Net income | |
| 9,203,125 | | |
| (837,927 | ) | |
| 8,365,198 | |
Basic and diluted net income per Class A ordinary share | |
| 0.22 | | |
| (0.02 | ) | |
| 0.20 | |
Basic and diluted net income per Class B ordinary share | |
| 0.22 | | |
| (0.02 | ) | |
| 0.20 | |
Condensed Statement of Changes in Shareholders’
Deficit for the Three Months ended September 30, 2021 (unaudited) |
Net income | |
$ | 6,386,667 | | |
$ | 295,573 | | |
$ | 6,682,240 | |
Accumulated deficit | |
| (33,680,729 | ) | |
| (837,927 | ) | |
| (34,518,656 | ) |
Total shareholders’ deficit | |
| (33,679,694 | ) | |
| (837,927 | ) | |
| (34,517,621 | ) |
Condensed Statement of Cash Flows for the Nine Months
ended September 30, 2021 (unaudited) |
Net income | |
$ | 9,203,125 | | |
$ | (837,927 | ) | |
$ | 8,365,198 | |
Prepaid expenses | |
| (547,990 | ) | |
| (42,418 | ) | |
| (590,408 | ) |
Accrued offering costs and expenses (1) | |
| 93,414 | | |
| (40,052 | ) | |
| 53,362 | |
Due to related party (1) | |
| 24,975 | | |
| (25,100 | ) | |
| (125 | ) |
Net cash used in operating activities | |
| (1,413,552 | ) | |
| (945,497 | ) | |
| (2,359,049 | ) |
Payments of offering costs (1) | |
| (575,189 | ) | |
| 117,097 | | |
| (458,092 | ) |
Net cash provided by financing activities | |
| 416,346,323 | | |
| 117,097 | | |
| 416,463,420 | |
(1) | Management made certain adjustments and reclassifications in connection with the preparation of the restatements which are not a result of the Irregularities. The amount adjusted included the impact of (i) a reclassification of $50,100 from accrued offering costs and expenses to due to related parties, and (ii) a reclassification of $117,097 from accrued offering costs and expenses to payment of offering costs. |
Note
3 - Significant Accounting Policies
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 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 only normal recurring adjustments necessary for the fair statement of the balances and results
for the periods presented. Operating results for the period for the three and nine months ended September 30, 2021 are not necessarily
indicative of the results that may be expected through December 31, 2021.
The accompanying unaudited condensed
financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Forms 8-K and
the final prospectus filed by the Company with the SEC on March 3 and 8, 2021 and March 1, 2021, respectively.
Reclassifications
Certain reclassifications have been made to the historical
financial statements to conform to the current year’s presentation. Such reclassifications have no effect on net income (loss) as
previously reported.
Emerging Growth Company Status
The Company is an “emerging growth
company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified
by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not
limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Use of Estimates
The preparation of the unaudited condensed
financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheets. Actual results could
differ from those estimates.
Cash and Cash Equivalents
The Company considers all short-term
investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash
equivalents as of September 30, 2021 and December 31, 2020.
Accounts Receivable
The Company recognized all the improper withdrawals by Mr.
Morgenthau’s as accounts receivable. Accounts receivable balances are written off against the allowance upon management’s
determination that such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received.
The Company completely wrote off the outstanding receivables from Mr. Morgenthau as loss from Irregularities at September 30, 2021.
Marketable Securities Held in Trust
Account
The Company’s portfolio of investments
held in the Trust Account 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, investments in money market funds that invest in U.S. government securities, cash, or
a combination thereof. The Company’s marketable securities held in the Trust Account are classified as trading securities. Trading
securities are presented on the 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 is included in interest income in the accompanying statements of operations. The estimated fair
values of marketable securities held in the Trust Account are determined using available market information. At September 30, 2021, the
assets held in the Trust Account were invested in money market funds.
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 include:
| ● | 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.
The fair value of the Company’s certain
assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the balance sheets. The fair values of cash and cash equivalents, prepaid expenses,
accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of September 30, 2021
due to the short maturities of such instruments.
The fair value of Private Placement Warrants
is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume
and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change
in fair value. The fair value of the Private Placement Warrants is classified as level 3. See Note 7 for additional information on assets
and liabilities measured at fair value.
Concentration of Credit Risk
Financial instruments that potentially
subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed
the Federal Depository Insurance Coverage of $250,000. At September 30, 2021 and December 31, 2020, the Company has not experienced losses
on this account and management believes the Company is not exposed to significant risks on such account.
Class A Ordinary Shares Subject
to Possible Redemption
The Company accounts for its ordinary
shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480
“Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability
instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption
rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’
deficit. The Company’s ordinary shares feature certain redemption rights that is considered to be outside of the Company’s
control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented
at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.
The Company recognizes changes in redemption
value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of
each reporting period. Increases or decreases in the carrying amount of Class A ordinary shares are affected by charges against additional
paid in capital and accumulated deficit.
Net (Loss) Income Per Ordinary Share
The Company has two classes of ordinary shares,
which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two
classes of ordinary shares. The 42,430,000 potential common shares for outstanding warrants to purchase the Company’s stock were
excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently
exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income
per common share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and
diluted net income per share for each class of ordinary shares:
| |
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 income per stock: Numerator: | |
| | |
| | |
| | |
| |
Allocation of net income | |
$ | 5,161,334 | | |
$ | 1,290,333 | | |
$ | 6,370,597 | | |
$ | 1,994,601 | |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Weighted-average shares outstanding | |
| 41,400,000 | | |
| 10,350,000 | | |
| 31,872,527 | | |
| 9,979,121 | |
Basic and diluted net income per share | |
$ | 0.12 | | |
$ | 0.12 | | |
$ | 0.20 | | |
$ | 0.20 | |
Offering Costs associated with the
Initial Public Offering
The Company complies with the requirements
of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering
costs consist principally of professional and registration fees incurred through the balance sheet date. Offering costs are allocated
to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering
costs associated with warrant liabilities is expensed, and offering costs associated with the Class A ordinary shares are charged to temporary
equity.
Warrant Liabilities
The Company evaluated the Public Warrants
and Private Placement Warrants (collectively, “Warrants,” which are discussed in Note 4, Note 5, and Note 7) in accordance
with ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity,” and concluded that a provision in the
warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity.
As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on
the condensed balance sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance
with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the condensed statements of operations in
the periods of change. Derivative warrant liabilities are classified 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.
FASB ASC 470-20, Debt with Conversion
and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The
Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual
method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares.
Income Taxes
The Company accounts for income taxes
under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the
expected impact of differences between the unaudited condensed financial statement and tax basis of assets and liabilities and for the
expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance
to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting
for uncertainty in income taxes recognized in an enterprise’s unaudited condensed financial statements and prescribes a recognition
threshold and measurement process for unaudited condensed financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim
period, disclosure and transition.
The Company recognizes accrued interest
and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued
for interest and penalties as of September 30, 2021 and December 31, 2020. 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 considered an exempted
Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United
States.
Risks and Uncertainties
Management continues to evaluate the
impact of the COVID-19 pandemic 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, cash flows and/or search for a target company, the specific impact
is not readily determinable as of the date of the condensed financial statements. The condensed financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Recent Accounting Pronouncements
Management does not believe that any
other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s
condensed financial statements.
Note 4 - Initial Public Offering
Pursuant to the IPO, the Company sold
36,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and three-quarters of one redeemable
warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from
the closing of the IPO, and will expire five years after the completion of the initial Business Combination or earlier upon redemption
or liquidation.
On March 16, 2021, the underwriters exercised
the over-allotment option in full to purchase 5,400,000 Units.
Following the closing of the
IPO on March 2, 2021 and the underwriters’ full exercise of over-allotment option on March 16, 2021, $414,000,000 ($10.00 per Unit)
from the net proceeds of the sale of the Units in the IPO and over- allotment and the sale of the Private Placement Warrants was placed
in a Trust Account, which can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market
funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act.
All of the 41,400,000 Class A ordinary
share sold as part of the Units in the IPO, including Units sold upon the exercise of over-allotment by the underwriters, contain a redemption
feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder
vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s memorandum
and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified
in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to
be classified outside of permanent equity.
The Class A ordinary share is subject
to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that
the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period
from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest
redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount
of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value
immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption
amount value. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and
accumulated deficit.
As of September 30, 2021, the ordinary share
reflected on the condensed balance sheets are reconciled in the following table:
Gross proceeds from IPO | |
$ | 414,400,000 | |
Less: | |
| | |
Proceeds allocated to Public Warrants | |
| (23,417,755 | ) |
Ordinary share issuance costs | |
| (22,110,910 | ) |
Plus: | |
| | |
Remeasurement of carrying value of Class A ordinary shares | |
| 45,528,665 | |
Contingently redeemable Class A ordinary shares | |
$ | 414,000,000 | |
Public Warrants
Each whole warrant entitles the holder
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become
exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination,
and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time,
or earlier upon redemption or liquidation. The Company may, in its sole discretion, lower the exercise price at any time prior to the
expiration date of the warrants for a period of not less than twenty (20) business days, provided, that the Company provides at least
twenty (20) days prior written notice of such reduction to registered holders of the warrants and, provided further that any such reduction
shall be identical among all of the warrants.
The Company has not registered the Class
A ordinary shares issuable upon exercise of the warrants. However, the Company has agreed that as soon as practicable, but in no event
later than 15 business days, after the closing of its initial Business Combination, it will use its commercially reasonable efforts to
file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon
exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60
business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement,
and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.
Notwithstanding the above, if the Company’s Class A ordinary shares are, at the time of any exercise of a warrant, not listed on
a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the
Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be
required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify
the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise
price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product
of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined
below) less the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the volume
weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the
notice of exercise is received by the warrant agent.
Redemption of Warrants
Once the warrants become exercisable,
the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):
| ● | in whole and not in part; |
| ● | at a price of $0.01 per warrant; |
| ● | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
| ● | if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30- trading day period
ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders equals or
exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations
and the like). |
The Company will not redeem the warrants
as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable
upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout
the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right
even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
In addition, if (x) the Company issues
additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial
Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or
effective issue price to be determined in good faith by the Company’s Board and in the case of any such issuance to the
Company’s Sponsors or its affiliate, without taking into account any Founder Shares held by the Company’s Sponsor or
such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from
such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial
Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume
weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the
trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market
Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to
115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above
will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Note 5 - Private Placement
Simultaneously with the closing of the
IPO, the Sponsor purchased an aggregate of 10,300,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for
an aggregate purchase price of $10,300,000, in a private placement. The proceeds from the Private Placement Warrants were added to the
proceeds from the IPO held in the Trust Account.
On March 16, 2021, simultaneously with
the closing of the underwriters’ full exercise of the over-allotment option, the Company completed the private sale of an aggregate
of 1,080,000 Private Placement Warrants to the Sponsor, at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds
of $1,080,000.
The Private Placement Warrants are identical
to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees,
(i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants),
subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s
initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be (including the ordinary shares
issuable upon exercise of these warrants) entitled to certain registration rights.
If the Private Placement Warrants are
held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company
and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO.
Note 6 - Related Party Transactions
(Restated)
Founder Shares
On November 17, 2020, the Company issued
to the Sponsor 8,625,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”), for $25,000, or approximately
$0.003 per share. Up to 1,125,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’
over-allotment option was exercised. In February 2021, the Company effected a stock dividend of 0.2 shares for each Founder Share outstanding,
resulting in an aggregate of 10,350,000 Founder Shares outstanding and held by the Sponsor (up to 1,350,000 of which were subject to forfeiture
by the Sponsor if the underwriters’ over-allotment option was not exercised in full). On March 16, 2021, the underwriter exercised
its over-allotment option in full, hence, the 1,350,000 Founder Shares are no longer subject to forfeiture.
The initial shareholders have agreed
not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial
Business Combination and (ii) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A ordinary
shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial
Business Combination or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization
or other similar transaction that results in all of its public shareholders having the right to exchange their ordinary shares for cash,
securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the initial
shareholders with respect to any Founder Shares.
Due to Related Parties
The Company promised to pay its Chief Executive
Officer (“CEO”) $20,000 per month for his services for the period from the effective date of the registration statement to
the consummation of the Company’s initial Business Combination. During the three and nine months ended September 30, 2021, the
Company incurred $60,000 and $142,143 of CEO service fees. As of September 30, 2021, the Company has paid $117,143 and $25,000 has been
accrued on the condensed balance sheets.
The Company also promised to pay its
Chief Financial Officer (“CFO”) $16,700 per month for the period from October 1, 2020 to the consummation of the initial Business
Combination. Subsequently, due to the Irregularities, the former CFO was terminated on August 26, 2022 for cause and will not receive
any further compensation.
During the three and nine months ended September
30, 2021, the Company incurred $50,100 and $150,300 of CFO service fees. As of September 30, 2021, the Company has paid $209,417, of
which $42,417 was included in prepaid expenses and $50,100 was applied against due to related parties.
Promissory Note - Related Party
The Sponsor agreed to loan the Company
up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the
earlier of September 30, 2021 or the closing of the IPO. The loan was repaid upon completion of the IPO out of the $1,000,000 of offering
proceeds that has been allocated to the payment of offering expenses.
On September 21, 2022, the Company has
borrowed an aggregate of $830,000 from members of the Company’s Sponsor as evidenced by a promissory note to fund working capital
deficiencies caused by the Irregularities, as discussed in the Explanatory Note, and in connection with its efforts to consummate an initial
Business Combination.
Related Party Loans
In addition, in order to finance transaction
costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s
officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).
If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of funds held outside the
Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital
held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working
Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the
option of the lender. Such warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020,
the Company had no borrowings under the Working Capital Loans.
Note 7 - Recurring Fair Value Measurements
The following table presents information
about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2021, and indicates
the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
| |
September 30, 2021 | | |
Quoted Prices In Active Markets
(Level 1) | | |
Significant Other Observable Inputs
(Level 2) | | |
Significant Other Unobservable Inputs
(Level 3) | |
Assets: | |
| | |
| | |
| | |
| |
U.S. Money Market held in Trust Account | |
$ | 414,027,846 | | |
$ | 414,027,846 | | |
$ | - | | |
$ | - | |
| |
$ | 414,027,846 | | |
$ | 414,027,846 | | |
$ | - | | |
$ | - | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Warrant Liability - Public Warrants | |
$ | 14,904,000 | | |
$ | 14,904,000 | | |
$ | - | | |
$ | - | |
Warrant Liability - Private Placement Warrants | |
| 5,727,459 | | |
| - | | |
| - | | |
| 5,727,459 | |
| |
$ | 20,631,459 | | |
$ | 14,904,000 | | |
$ | - | | |
$ | 5,727,459 | |
The Company utilized a Monte Carlo simulation
model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants at September 30, 2021 is classified
as Level 1 due to the use of an observable market quote in an active market. As of September 30, 2021, the aggregate value of Public Warrants
was $14,904,000.
The estimated fair value of the Private
Placement Warrants on September 30, 2021 is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions
related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The
Company estimates the volatility of its ordinary share based on management’s understanding of the volatility associated with instruments
of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining
life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood
of completing a Business Combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.
The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties
are involved. If factors or assumptions change, the estimated fair values could be materially different.
The key inputs into the Monte Carlo simulation
model for the initial measurement of the Public Warrants and Private Placement Warrants at March 2, 2021 and the subsequent measurement
of the Private Placement Warrants at September 30, 2021 were as follows:
| |
March 2, | | |
| |
| |
2021 | | |
| |
| |
(Initial | | |
September 30, | |
Input | |
Measurement) | | |
2021 | |
Expected term (years) | |
| 5.93 | | |
| 5.60 | |
Expected volatility | |
| 15.2 | % | |
| 10.8 | % |
Risk-free interest rate | |
| 0.90 | % | |
| 1.08 | % |
Fair value of the ordinary share price | |
$ | 9.43 | | |
$ | 9.72 | |
The following table sets forth a summary of the
changes in the fair value of the Company’s Level 3 financial instruments for the nine months ended September 30, 2021:
| |
| Warrant Liability | |
Fair value as of January 1, 2021 | |
$ | - | |
Initial fair value of warrant liability upon issuance at IPO | |
| 28,236,354 | |
Initial measurement of over-allotment warrants | |
| 3,880,017 | |
Transfer out of Level 3 to Level 1 | |
| (19,561,500 | ) |
Revaluation of warrant liability included in other income within the statement of operations for the nine months ended September 30, 2021 | |
| (6,827,412 | ) |
Fair value as of September 30, 2021 | |
$ | 5,727,459 | |
Note 8 - Commitments and Contingencies
Registration Rights
The holders of the Founder Shares, Private
Placement Warrants and any warrants that may be issued on conversion of Working Capital Loans (and any Class A ordinary shares issuable
upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion
of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on February 25, 2021
requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s
Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration
demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights
with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the
Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred
in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters
a 45-day option from February 25, 2021 to purchase up to an additional 5,400,000 Units to cover over-allotments. On March 16, 2021, the
underwriters purchased an additional 5,400,000 Units to exercise its over-allotment option in full.
The Company paid an aggregate amount of fixed
underwriting discount of $8,280,000, which was calculated as two percent (2%) of the gross proceeds $414,000,000 of the IPO and the
underwriters’ full exercise of over-allotment option. Additionally, the underwriters will be entitled to a deferred
underwriting discount of 3.5% of the gross proceeds of the IPO and the underwriters’ full exercise of over-allotment option
held in the Trust Account, or $14,490,000, upon the completion of the Company’s initial Business Combination.
The Company has granted B. Riley Securities,
Inc. a right of first refusal to act as sole placement agent in any private placement, backstop or similar financing transactions entered
into or contemplated by the Company within the Combination Period and until the consummation of the initial Business Combination. In the
event that B. Riley Securities, Inc. exercises such right of first refusal, its compensation in connection with any such transaction will
be determined by separate agreement between the Company and B. Riley Securities, Inc. on the basis of compensation customarily paid to
placement agents in similar transactions.
Note 9 - Shareholders’ Deficit
Preference shares - The
Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights
and preferences as may be determined from time to time by the Company’s Board. As of September 30, 2021 and December 31, 2020 there
were no preference shares issued or outstanding.
Class A Ordinary Shares
- The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2021
and December 31, 2020, there were 41,400,000 and 0 shares of Class A ordinary shares issued and outstanding, including 41,400,000 and
0 Class A ordinary shares subject to possible redemption, respectively.
Class B Ordinary Shares -
The Company is authorized to issue 30,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one
vote for each share of Class B ordinary shares. On November 30, 2020, the Company issued to the Sponsor 8,625,000 Founder Shares, for
$25,000, or approximately $0.003 per share. Up to 1,125,000 Founder Shares were subject to forfeiture by the Sponsor depending on the
extent to which the underwriters’ over-allotment option was exercised. In February 2021, the Company effected a stock dividend of
0.2 shares for each founder share outstanding, resulting in an aggregate of 10,350,000 Founder Shares outstanding and held by the Sponsor
(up to 1,350,000 of which were subject to forfeiture by our sponsor if the underwriters’ over- allotment option was not exercised
in full). On March 16, 2021, the underwriter exercised its over-allotment option in full, hence, the 1,350,000 Founder Shares are no longer
subject to forfeiture since then. At September 30, 2021 and December 31, 2020 there were 10,350,000 Class B ordinary shares issued and
outstanding.
Class A ordinary shareholders and Class
B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote
together as a single class, except as required by law. Unless specified in the Companies Act, the Company’s amended and restated
memorandum and articles of association or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary
shares that are voted is required to approve any such matter voted on by its shareholders.
The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for
share sub-divisions, share dividends, rights issuances, consolidations, 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 excess of the amounts issued in the IPO and related to the closing of the initial Business Combination, the ratio at
which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the
issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed
issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate,
on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the IPO plus all Class A
ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any
shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. The term “equity-linked
securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for the Company’s Class
A ordinary shares issued in a financing transaction in connection with the initial Business Combination, including but not limited to
a private placement of equity or debt.
Note 10 - Subsequent Events (Restated)
The Company evaluated subsequent events
and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued.
The Company, besides the below, did not identify any subsequent events that would have required adjustment or disclosure in the unaudited
condensed financial statements.
For the reasons discussed below, the
Audit Committee of the Board, after consultation with management, determined, on August 30, 2022, that the Company’s previously
issued financial statements, as set forth in the 2021 Form 10-K, must be restated and should not be relied upon.
As previously reported in its August
26 8-K, on August 22, 2022, the Board discovered improper withdrawals from the Company’s operating bank account and the subsequent
concealment of these withdrawals, which transactions initially appeared to commence in January 2022 during the reporting period ended
March 31, 2022. Upon these discoveries, the board immediately launched an internal investigation, began a series of discussions with its
advisors, took actions necessary to safeguard Company accounts and sought to recover funds. From the board investigation and the Company’s
discussions it was concluded that Cooper Morgenthau, the former Chief Financial Officer and a former director of the Company, had made
those improper withdrawals and took deliberate actions to conceal them, including by falsifying documents. Effective August 22, 2022,
Mr. Morgenthau’s services as the Company’s Chief Financial Officer (the Company’s Principal Financial and Accounting
Officer) were terminated, and Mr. Morgenthau was removed as a director and officer of the Company pursuant to its amended and restated
memorandum and articles of association effective August 26, 2022.
Following Mr. Morgenthau’s termination,
the Board and Audit Committee continued to hold internal and external discussions with all bankers, vendors and service providers investigating
any and all possibilities of additional Irregularities. On August 31, 2022, the Board investigation discovered that improper withdrawals
by Mr. Morgenthau extended back to and commenced in June 2021 and the concealment of these Irregularities was accomplished by falsifying
bank statements commencing with the June 2021 statements and continuing through to July 2022. For the reasons discussed above, the Board
and Audit Committee determined on September 29, 2022 that the Company’s previously issued financial statements, as set forth in
the Company’s Quarterly Reports on Form 10-Q for the periods ended June 30, 2021 (the “2021 Q2 10-Q”) and September
30, 2021 (the “2021 Q3 10-Q”), must be restated and should not be relied upon. The Irregularities did not take place prior
to the quarter ended June 30, 2021.
As discussed in Item 3.01 of its August
26 8-K, the Company has not as yet filed its June 2022 Form 10-Q and has received notification of its noncompliance the Section 802.01E
of the NYSE Listed Company Manual due to its failure to timely file its Quarterly Report on Form 10-Q for such quarterly period. In addition,
in the August 26 8-K the Company also disclosed that its Quarterly Report on Form 10-Q for the period ended March 31, 2022 must be restated
because of the Irregularities and should not be relied upon.
As previously reported, the Board has
confirmed that the Irregularities did not extend to the Company’s Trust Account, and the end of day balance in that Trust Account
on September 1, 2022 was reported as being $415,737,822.
On September 21, 2022, the Company has borrowed
an aggregate of $830,000 from members of the Company’s Sponsor as evidenced by a promissory note to fund working capital deficiencies
caused by the Irregularities, as discussed in the Explanatory Note, and in connection with its efforts to consummate an initial Business
Combination.
On March 2, 2023, the Company held an
extraordinary general meeting of shareholders (the “Extension Meeting”) to amend the Company’s amended and restated
memorandum and articles of association (the “Articles Amendment”) to (i) extend the date (the “Termination Date”)
by which the Company has to consummate a business combination from March 2, 2023 (the “Original Termination Date”) to June
2, 2023 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the
Termination Date to consummate a business combination on a monthly basis for up to nine times by an additional one month each time after
the Articles Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days’
advance notice prior to the applicable Termination Date, until March 2, 2024, or a total of up to twelve months after the Original Termination
Date, unless the closing of the Company’s initial business combination shall have occurred prior to such date (the “Extension
Amendment Proposal”) and (ii) remove the limitation that the Company may not redeem public shares to the extent that such redemption
would result in the Company having net tangible assets as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act
of 1934, as amended, of less than $5,000,001 (the “Redemption Limitation Amendment Proposal”). The shareholders of the Company
approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Extension Meeting and on March 6, 2023,
the Company filed the Articles Amendment with the Registrar of Companies of the Cayman Islands.
In connection with the vote to approve
the Articles Amendment, the holders of 36,082,444 Class A ordinary shares, par value $0.0001 per share, of the Company properly exercised
their right to redeem their shares for cash at a redemption price of approximately $10.21 per share, for an aggregate redemption amount
of approximately $368,497,490.
On March 20, 2023 the Company and
a non-affiliated third party entered into a promissory note pursuant to which such non-affiliated third party loaned $630,000 to the
Company. The Company expects to use the proceeds of these proceeds to fund working capital deficiencies and in connection with its efforts
to consummate an initial business combination. The promissory note doesn’t provide for any interest to be paid. The maturity date
of the loans thereunder is the earlier of the consummation of the Company’s initial business combination or the date by which a
business combination must be completed. The loans thereunder may be converted at $1.00 per warrant into the Company’s private warrants.