The following discussion and analysis should be read in conjunction with the
financial statements and related notes included elsewhere in this Annual Report
on Form
10-K.
This discussion contains forward-looking statements reflecting our current
expectations, estimates and assumptions concerning events and financial trends
that may affect our future operating results or financial position. Actual
results and the timing of events may differ materially from those contained in
these forward-looking statements due to a number of factors, including those
discussed in the sections entitled "Risk Factors" and "Forward-Looking
Statements" appearing elsewhere in this Annual Report on Form
10-K.

Overview

We are a blank check company incorporated on February 5, 2021 as a Cayman Islands exempted company formed for the purpose of effecting a Business Combination. We will not be limited to a particular industry or geographic region in our identification and acquisition of a prospective partner company.



On July 30, 2021, we consummated our IPO of 25,000,000 Units, at $10.00 per
Unit, generating gross proceeds of $250.0 million, and incurring offering costs
of approximately $13.75 million, of which $8.75 million was for deferred
underwriting commissions (see Note 4 to our financial statements included in
this Annual Report on Form
10-K
for the year ended December 31, 2021). We granted the underwriter a
45-day
option to purchase up to an additional 3,750,000 Units at the IPO price to cover
over-allotments, if any. On August 3, 2021, the underwriters partially exercised
the over-allotment option, and the closing of the issuance and sale of the
additional 3,250,000 Over-Allotment Units occurred on August 5, 2021. The
issuance by the Company of the Over-Allotment Units at a price of $10.00 per
unit resulted in total gross proceeds of approximately $32.5 million.

Simultaneously with the closing of the IPO, we consummated the Private Placement
of 800,000 units, at a price of $10.00 per Private Placement Unit with the
Sponsor, generating gross proceeds of $8.0 million (see Note 4 to our financial
statements included in this Annual Report on Form
10-K
for the year ended December 31, 2021). Simultaneously with the issuance and sale
of the Over-Allotment Units, the Company consummated the private placement with
the Sponsor of 65,000 Additional Private Placement Units, generating total
proceeds of $650,000.

Upon the closing of the IPO and the Private Placement, approximately
$250.0 million ($10.00 per Unit) of the net proceeds of the IPO and certain of
the proceeds of the Private Placement were placed in a Trust Account, located in
the United States with Continental Stock Transfer & Trust Company acting as
trustee, and will be invested only in United States "government securities"
within the meaning of Section 2(a)(16) of the Investment Company Act, having a
maturity of 185 days or less or in money market funds meeting certain conditions
under Rule
2a-7
promulgated under the Investment Company Act which invests only in direct U.S.
government treasury obligations, 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. In addition, a certain anchor investor
advanced an aggregate amount of approximately $500,681 to the Company to cover
the purchase of Private Placement Units. In April 2021, the Company repaid $681
to the anchor investor. Upon the closing of the IPO, the remaining advance of
$500,000 was applied to the purchase of the Private Placement Units which the
Company has since repaid.

Our management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Units, 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 deferred underwriting commissions and taxes payable on


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the interest earned on the Trust Account) 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 prospective partner company or otherwise acquires a controlling interest in the prospective party company sufficient for it not to be required to register as an investment company under the Investment Company Act.



If we are unable to complete a Business Combination within 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
and not previously released to us to pay our income taxes, if any (less up to
$100,000 of interest to pay dissolution expenses) divided by the number of the
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 the
case of clauses (ii) and (iii), to our obligations under Cayman Islands law to
provide for claims of creditors and the requirements of other applicable law.
There will be no redemption rights or liquidating distributions with respect to
our warrants, which will expire worthless if we fail to consummate a Business
Combination within the Combination Period.

As of December 31, 2021, we held cash of $2,124,185, current liabilities of $193,254 and deferred underwriting compensation of $9,887,500. Further, we expect to continue to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to complete an initial business combination will be successful.

Results of Operations

Our entire activity since inception up to December 31, 2021 was in preparation for our formation and IPO and then the search for a prospective partner. We will not be generating any operating revenues until the closing and completion of our initial Business Combination.

For the period from February 5, 2021 (inception) through December 31, 2021, we recorded net income of $482,355, which resulted from a gain on fair value of warrant liability of $2,807,641, a change in the fair value of the over-allotment option liability of $69,334, a gain on the expiration of the over-allotment liability of $67,345, a gain on the forfeiture of warrants accounted for as liabilities of $45,834, and interest and dividend income on investments held in the Trust Account in the amount of $8,321, partially offset by, a loss on sale of warrants of $1,213,542, expensed offering costs of $540,944, and operating and formation costs of $761,634.

Liquidity and Capital Resources


For the period from February 5, 2021 (inception) through December 31, 2021, net
cash used in operating activities was $1,103,298, which was due to the change in
fair value of the warrant liability of $2,807,641, changes in working capital of
$341,664, a change in the fair value of the over-allotment option liability of
$69,334, a gain on the expiration of the over-allotment liability of $67,345, a
gain on the forfeiture of warrants accounted for as liabilities of $45,834, and
interest and dividend income on the investments held in the Trust Account of
$8,321, partially offset by a
non-cash
loss on the sale of warrants of $1,213,542 and expensed offering costs added
back to net income of $540,944, and net income of $482,355.

For the period from February 5, 2021 (inception) through December 31, 2021, net cash used in investing activities of $282,500,000 was the result of the amount of net proceeds from our IPO and the Private Placement being deposited to the Trust Account.

For the period from February 5, 2021 (inception) through December 31, 2021, net cash provided by financing activities was $285,727,483, which was due to proceeds from our IPO, net of underwriter's discount paid, less reimbursement from the underwriters', of $278,019,000, proceeds from sale of Private Placement Units of $8,650,000, an advance


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from an anchor investor of $501,362, proceeds from a promissory note with an affiliate of our Sponsor of $178,167, and proceeds from the issuance of units (the "Founder Units") to an affiliate of our Sponsor of $25,000, offset in part by the payment of offering costs of $967,198, the repayment of a portion of the advance from the anchor investor of $500,681, and the repayment of the promissory note with an affiliate of our Sponsor of $178,167.

As of December 31, 2021, we had cash of $2,124,185 held outside the Trust Account. We will use these funds to primarily identify and evaluate prospective partner businesses, perform business due diligence on prospective partner businesses, travel to and from the offices, plants or similar locations of prospective partner businesses or their representatives or owners, review corporate documents and material agreements of prospective partner businesses, and structure, negotiate and complete a business combination.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable and deferred underwriting commissions), to complete our initial business combination. We may withdraw interest income (if any) to pay income taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest income earned on the amount in the Trust Account (if any) will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the prospective partner, make other acquisitions and pursue our growth strategies.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post-business combination company at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor, members of our management team or any of their affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.



We do not believe we will need to raise additional funds following the IPO in
order to meet the expenditures required for operating our business prior to our
initial business combination. However, if our estimates of the costs of
identifying a target business, undertaking
in-depth
due diligence and negotiating an initial business combination are less than the
actual amount necessary to do so, we may have insufficient funds available to
operate our business prior to our initial business combination. Moreover, we may
need to obtain additional financing either to complete our business combination
or because we become obligated to redeem a significant number of Public Shares
upon completion of our business combination, in which case we may issue
additional securities or incur debt in connection with such business
combination. In addition, we intend to target businesses larger than we could
acquire with the net proceeds of our IPO and the sale of the private placement
warrants and may as a result be required to seek additional financing to
complete such proposed initial business combination. Subject to compliance with
applicable securities laws, we would only complete such financing simultaneously
with the completion of our business combination. If we are unable to complete
our initial business combination because we do not have sufficient funds
available to us, we will be forced to cease operations and liquidate the Trust
Account. In addition, following our business combination, if cash on hand is
insufficient, we may need to obtain additional financing in order to meet our
obligations.

Off-Balance
Sheet Arrangements

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We did not have any
off-balance
sheet arrangements as of December 31, 2021.

Contractual Obligations

Promissory Note-Related Party



On February 5, 2021, the Company issued an unsecured promissory note to an
affiliate of the Sponsor (the "Promissory Note"), pursuant to which the Company
could borrow up to an aggregate of $300,000 to cover expenses related to the
IPO. The Promissory Note was
non-interest
bearing and was payable on the earlier of (i) December 31, 2021 or (ii) the
consummation of the IPO. On August 6, 2021, the Company repaid the outstanding
balance under the Promissory Note.

Underwriting Agreement



We granted the underwriters a
45-day
option to purchase up to 3,750,000 additional Units to cover over-allotments at
the IPO price, less the underwriting discounts and commissions. On August 5,
2021, the underwriters partially exercised the over-allotment option to purchase
an additional 3,250,000 Units at an offering price of $10.00 per Unit for an
aggregate purchase price of $32,500,000. On September 11, 2021, the remaining
option expired.

The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,650,000 in the aggregate, upon the closing of the IPO and partial exercise of the over-allotment option. In addition, $0.35 per unit, or $9,887,500 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

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies :

Net Income Per Ordinary Share

Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. Accretion associated with the redeemable Class A ordinary shares is excluded from net income per share as the redemption value approximates fair value. Therefore, the loss per share calculation allocates losses shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income per share is the same for Class A and Class B ordinary shares. Class B ordinary shares subject to forfeiture are included in the calculation of basic income per share as of the date that the forfeiture contingency has lapsed. Class B ordinary shares subject to forfeiture are included in the calculation of diluted income per share as of the beginning of the interim period in which the forfeiture contingency lapsed. We have not considered the effect of the warrants sold in the IPO, Private Placement, and warrants included in the founder units issued to our Sponsor to purchase an aggregate of 12,059,166 shares in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events.

Class A Ordinary Shares Subject to Possible Redemption



All of the 28,250,000 Class A ordinary shares sold as part of the units in the
IPO contain a redemption feature which allows for the redemption of such Public
Shares in connection with the our 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 amended and restated memorandum and articles
of association. In accordance with SEC and its staff's guidance on redeemable
equity instruments, which has been codified in Accounting Standards Codification
("ASC") 480,
Distinguishing Liabilities from Equity
("ASC 480"), redemption provisions not solely within our control require
ordinary shares subject to redemption to be classified outside of permanent
equity. Therefore, all Public Shares have been classified outside of permanent
equity.

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We recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

Warrant Liabilities

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.



For issued or modified warrants that meet all of the criteria for equity
classification, the warrants are required to be recorded as a component of
additional
paid-in
capital at the time of issuance. For issued or modified warrants that do not
meet all the criteria for equity classification, the warrants are required to be
recorded at their initial fair value on the date of issuance, and each balance
sheet date thereafter. Changes in the estimated fair value of the warrants are
recognized as a
non-cash
gain or loss on the statement of operations. The initial fair value of the
Public Warrants was estimated using a binomial/lattice model and the fair value
of the Founder Warrants and Private Placement Warrants was estimated using a
Black-Scholes Option Pricing Model.

Recent Accounting Standards



In August 2020, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU")
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)
("ASU
2020-06")
to simplify accounting for certain financial instruments. ASU
2020-06
eliminates the current models that require separation of beneficial conversion
and cash conversion features from convertible instruments and simplifies the
derivative scope exception guidance pertaining to equity classification of
contracts in an entity's own equity. The new standard also introduces additional
disclosures for convertible debt and freestanding instruments that are indexed
to and settled in an entity's own equity. ASU
2020-06
amends the diluted earnings per share guidance, including the requirement to use
the
if-converted
method for all convertible instruments. ASU
2020-06
is effective January 1, 2022 and should be applied on a full or modified
retrospective basis, with early adoption permitted beginning on January 1,
2021.We adopted ASU
2020-06
on February 5, 2021 (inception). Adoption of the ASU did not impact our
financial position, results of operations or cash flows.

Our management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.


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