References in this Annual Report to "we," "us" or the "company" refer to Skydeck Acquisition Corp. References to our "management" or our "management team" refer to our officers and directors, references to the "sponsor" refer to Skydeck Management, LLC, a Delaware limited liability company. The following discussion and analysis of the company's financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

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

Overview

We are a blank check company incorporated in the Cayman Islands on February 9, 2021 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other business combination with one or more businesses. We intend to effectuate our business combination using cash derived from the proceeds of our Initial Public Offering and the sale of the private placement warrants, our shares, debt or a combination of cash, shares and debt.

Results of Operations

Our entire activity since inception up to December 31, 2021 relates to our formation, the Initial Public Offering and, since the closing of the Initial Public Offering, a search for a business combination candidate. We will not be generating any operating revenues until the closing and completion of our initial business combination, at the earliest.

For the period from February 9, 2021 (inception) through December 31, 2021, we had net income of $5,702,221, which consisted of gain from change in fair value of liabilities related to public warrants and private placement warrants of $5,554,852, a gain from change in fair value of the forward purchase warrants of $450,000, $7,671 in interest earned on marketable securities held in the trust account, and other income of $1,139,755 relating to fair value exceeding the amount paid for warrants partially offset by $893,854 in formation and operating costs and offering expenses related to warrant issuance of $556,203.

Liquidity and Capital Resources

On May 21, 2021, the company consummated its Initial Public Offering and the sale of the private placement warrants, and the underwriters partially exercised their over-allotment option on May 25, 2021. Of the net proceeds from the Initial Public Offering, exercise of the underwriters' over-allotment option, and associated sales of the private placement warrants, at December 31, 2021, $221,667,291 was held in the trust account and $1,290,143 of cash was held outside of the trust account and is available for the company's working capital purposes.


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As of December 31, 2021, the company had working capital of $1,345,829. Until the consummation of the Initial Public Offering, the company's only source of liquidity was an initial purchase of Class B ordinary shares by our sponsor and loans from our sponsor under the promissory note. The promissory note was converted on May 21, 2021.

The company's initial stockholders, officers, directors or their affiliates may, but are not obligated to, loan the company funds as may be required. If the company completes a business combination, the company may repay the working capital loans out of the proceeds of the trust account released to the company. Otherwise, the working capital loans may 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 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, other than the interest on such proceeds that may be released for working capital purposes. 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. The working capital loans would either be repaid upon consummation of a business combination, without interest, or, at the lender's discretion, up to $1,500,000 of such working capital loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.50 per warrant. As of December 31, 2021, no working capital loans were outstanding.

Based on the foregoing, management believes that the company will have sufficient working capital to meet its needs through the earlier of the consummation of a business combination or one year from this filing. Over this time period, the company will be using these funds 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.

Off-Balance Sheet Financing Arrangements

As of December 31, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,758,087 in the aggregate. 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.

Registration and Shareholder Rights Agreement

Pursuant to a registration and shareholder rights agreement entered into on May 18, 2021, the holders of the founder shares, private placement warrants and any warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of the working capital loans) are be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to completion of a business combination. However, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration and shareholder rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering our securities. We will bear the expenses incurred in connection with the filing of any such registration statements.


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Critical Accounting Policies

The preparation of condensed 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 condensed financial statements, and income and expenses during the period reported. Actual results could materially differ from those estimates. During the period from inception through December 31, 2021, we did not identify any critical accounting policies.

We have identified the following critical accounting policies with respect to our securities issued in the Initial Public Offering.

Public Warrant and Private Placement Warrant Liability

The company has accounted for the 12,344,116 warrants (comprised of the 7,388,654 public warrants and the 4,955,462 private placement warrants) in accordance with the guidance contained in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 815 "Derivatives and Hedging" whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability.

We established the initial fair value for the warrants on May 21, 2021, the date of the consummation of our initial public offering, and used a Monte Carlo simulation model to value the warrants. At December 31, 2021, we used the closing market price for the public warrants to value the public warrants and determined the fair value of the private placement warrants.

The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period.

Forward Purchase Agreement Warrant Liability

We account for the 1,000,000 forward purchase warrants in the units associated with the forward purchase agreement in accordance with the guidance contained in FASB ASC 815 "Derivatives and Hedging" whereby under that provision the forward purchase warrants do not meet the criteria for equity treatment and must be recorded as a liability. We classify the forward purchase warrants as a liability at fair value and adjust the forward purchase warrants to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the forward purchase warrants are exercised or expire, and any change in fair value will be recognized in the company's statement of operations.

We established the initial fair value for the FPA warrants on May 21, 2021, the date of the consummation of our initial public offering, and used a Monte Carlo simulation model to value the FPA warrants. At December 31, 2021, we used the closing market price for the public warrants to value the public warrants and determined the fair value of the FPA warrants.

The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such forward purchase warrant classification is also subject to re-evaluation at each reporting period. Upon recognition of the forward purchase warrant liability a corresponding reduction was recognized to equity.

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 ASC Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. The company's ordinary shares 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, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders' equity section of the company's balance sheet.


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Net Income Per Ordinary Share

We have 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. Private warrants and public warrants to purchase 12,344,116 Class A ordinary shares at $11.50 per share were issued on May 21, 2021 and May 25, 2021. No warrants were exercised during the period from February 9, 2021 (inception) through December 31, 2021. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) private placement, because the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods. Accretion associated with the redeemable Class A ordinary share is excluded from earnings per share as the redemption value approximates fair value.

Recent Accounting Standards

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 has complied with ASU 2020-06 since its inception on February 9, 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 if currently adopted would have a material effect on the accompanying financial statements.

JOBS Act

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, our 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," 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), (iv) hold a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved and (v) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the principal executive officer'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.


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