QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address Of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Large accelerated filer
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☐
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Accelerated filer
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☐
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☒
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Smaller reporting company
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Emerging growth company
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Page
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PART I. FINANCIAL INFORMATION
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Item 1.
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1
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1
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2
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3
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4
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5
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Item 2.
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20
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Item 3.
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25
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Item 4.
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25
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PART II. OTHER INFORMATION
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Item 1.
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26
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Item 1A.
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26
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Item 2.
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28
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Item 3.
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28
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Item 4.
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28
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Item 5.
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28
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Item 6.
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28
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Item 1. |
Condensed Financial
Statements
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June 30, 2022
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December 31, 2021
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(Unaudited)
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Assets | ||||||||
Current assets:
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Cash
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$
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$
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Prepaid expenses
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Total current assets
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Investments held in Trust Account
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Total Assets
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$
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$
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Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
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Current liabilities:
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||||||||
Accounts payable
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$
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$
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Accrued expenses
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Due to related parties
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Total current liabilities
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Derivative warrant liabilities
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Deferred underwriting commissions
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Total liabilities
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Commitments and Contingencies
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Class A ordinary shares, $
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Shareholders’ Deficit:
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Preference shares, $
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Class A ordinary shares, $
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Class B ordinary shares, $
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Additional paid-in capital
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||||||
Accumulated deficit
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(
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)
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(
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)
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Total shareholders’ deficit
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(
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(
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)
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Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
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$
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$
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For The Three Months Ended June 30,
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For The Six Months Ended June 30,
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2022
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2021
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2022
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2021
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General and administrative expenses
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$
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$
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$
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$
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General and administrative expenses - related party
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Loss from operations
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(
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)
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(
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)
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(
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)
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(
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)
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Other income (expenses):
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Change in fair value of derivative warrant liabilities
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(
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)
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Offering costs – derivative warrant liabilities
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(
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Interest income from investments held in Trust Account
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Net income (loss)
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$
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$
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(
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)
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$
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$
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(
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)
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Weighted average shares outstanding of Class A ordinary shares, basic and diluted
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Basic and diluted net income (loss) per share, Class A ordinary share
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$
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$
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(
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)
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$
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$
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(
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)
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Weighted average shares outstanding of Class B ordinary shares
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Basic and diluted net income (loss) per share, Class B ordinary share
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$
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$
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(
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)
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$
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$
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(
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)
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Ordinary Shares
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Additional
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Total
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Class A
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Class B
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Paid-in
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Accumulated
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Shareholders’
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||||||||||||||||||||||||
Shares
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Amount
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Shares
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Amount
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Capital
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Deficit
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Deficit
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Balance - December 31, 2021
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$
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$
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$
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$
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(
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)
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$
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(
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Net income
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-
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-
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Balance - March 31, 2022 (unaudited)
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(
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(
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Increase in redemption value of Class A ordinary shares subject to possible redemption
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-
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-
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(
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(
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Net income
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-
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-
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Balance - June 30, 2022 (unaudited)
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$
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$
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$
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$
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(
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)
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$
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(
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)
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Ordinary Shares
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Additional
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Total
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Class A
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Class B
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Paid-in
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Accumulated
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Shareholders’
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||||||||||||||||||||||||
Shares
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Amount
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Shares
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Amount
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Capital
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Deficit
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Deficit
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Balance - December 31, 2020
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$
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$
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$
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$
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(
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)
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$
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(
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Accretion of Class A ordinary shares subject to possible redemption amount
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-
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-
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(
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)
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(
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(
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)
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Net income
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-
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-
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Balance - March 31, 2021 (unaudited)
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(
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(
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Net loss
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-
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-
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(
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(
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Balance - June 30, 2021 (unaudited)
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$
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$
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$
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$
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(
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)
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$
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(
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)
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For The Six Months Ended June 30,
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2022
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2021
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Cash Flows from Operating Activities:
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Net income (loss)
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$
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$
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(
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)
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Adjustments to reconcile net income to net cash used in operating activities:
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General and administrative expenses paid by Sponsor under promissory note
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Change in fair value of derivative warrant liabilities
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(
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)
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(
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Interest income from investments held in Trust Account
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(
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)
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Offering costs - derivative warrant liabilities
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Changes in operating assets and liabilities:
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Prepaid expenses
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(
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)
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Accounts payable
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Accrued expenses
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Net cash used in operating activities
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(
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(
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Cash Flows from Investing Activities:
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Cash deposited in Trust Account
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(
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)
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Net cash used in investing activities
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(
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)
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Cash Flows from Financing Activities:
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Repayment of note payable to related party
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(
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)
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Proceeds received from initial public offering, gross
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Proceeds received from private placement
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Due to related party
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Offering costs paid
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(
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)
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Net cash provided by financing activities
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Net change in cash
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(
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Cash - beginning of the period
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Cash - end of the period
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$
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$
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Supplemental disclosure of noncash financing activities:
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Offering costs included in accrued expenses
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$
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$
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Offering costs included in accounts payable
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$ | $ | ||||||
Offering costs paid by Sponsor under promissory note
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$
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$
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Deferred underwriting commissions
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$
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$
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• |
Level 1, defined as observable inputs such as
quoted prices (unadjusted) for identical instruments in active markets;
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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
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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.
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For The Three Months Ended
June 30, 2022
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For The Three Months Ended
June 30, 2021
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Class A
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Class B
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Class A
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Class B
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Net income (loss) per ordinary share:
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Numerator:
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Allocation of net income (loss)
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$
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$
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$
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(
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)
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$
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(
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Denominator:
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Basic and diluted weighted average ordinary shares outstanding
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Basic and diluted net income (loss) per ordinary share
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$
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$
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$
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(
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)
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$
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(
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)
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For The Six Months Ended
June 30, 2022
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For The Six Months Ended
June 30, 2021
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Class A
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Class B
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Class A
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Class B
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Net income (loss) per ordinary share:
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Numerator:
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Allocation of net income (loss)
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$
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$
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$
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(
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)
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$
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(
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)
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Denominator:
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Basic and diluted weighted average ordinary shares outstanding
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Basic and diluted net income (loss) per ordinary share
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$
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$
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$
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(
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)
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$
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(
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)
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Gross proceeds
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$
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Less:
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Fair value of Public Warrants at issuance
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(
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)
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Offering costs allocated to Class A ordinary shares subject to possible redemption
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(
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)
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Plus:
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Accretion on Class A ordinary shares subject to possible redemption amount
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Class A ordinary shares subject to possible redemption as of December 31, 2021
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Increase in redemption value of Class A ordinary shares subject to possible redemption
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Class A ordinary shares subject to possible redemption as of June 30, 2022 |
$ |
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• |
in whole and not in part;
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• |
at a price of $
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• |
upon a minimum of
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if, and only if, the last
reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $
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• |
in whole and not in part;
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• |
at $
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• |
if, and only if, the closing
price of Class A ordinary shares equals or exceeds $
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• |
if the closing price of the
Class A ordinary shares for any
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June 30,
2022
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Description
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Quoted Prices in
Active Markets
(Level 1)
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Significant Other
Observable Inputs
(Level 2)
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Significant Other
Unobservable Inputs
(Level 3)
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Assets:
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Investments held in Trust Account - US Treasury Securities
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$
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$
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$
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Liabilities:
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Derivative warrant liabilities - Public warrants
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$
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$
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$
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Derivative warrant liabilities - Private placement warrants
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December 31,
2021
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Description
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Quoted Prices in
Active Markets
(Level 1)
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Significant Other
Observable Inputs
(Level 2)
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Significant Other
Unobservable Inputs
(Level 3)
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Liabilities:
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Derivative warrant liabilities - Public warrants
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$
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$
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$
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Derivative warrant liabilities - Private placement warrants
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Derivative warrant liabilities at December 31, 2020
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$
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Issuance of Public and Private Placement Warrants
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Transfer of Public Warrants to Level 1 measurement
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(
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)
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Change in fair value of derivative warrant liabilities
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(
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)
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Derivative warrant liabilities at March 31, 2021
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Transfer of Private Placement Warrants to Level 2 measurement
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( |
) | ||
Derivative warrant liabilities at June 30, 2021
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$ |
•
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restrictions on the nature of our investments;
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•
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restrictions on the issuance of securities; and
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•
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restrictions on the enforceability of agreements entered into by us, each of which may make it difficult for us to complete our initial business combination.
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•
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registration as an investment company with the SEC (which may be impractical and would require significant changes in, among other things, our capital structure);
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•
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adoption of a specific form of corporate structure; and
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•
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reporting, record keeping, voting, proxy and disclosure requirements and compliance with other rules and regulations that we are currently not subject to.
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Exhibit
Number
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Description
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Promissory Note, dated March 29, 2022, issued by Deep Lake Capital Acquisition Corp to Deep Lake Capital Sponsor LP (incorporated by reference to Exhibit 10.1 of the Company’s Current
Report on Form 8-K filed with the SEC on March 31, 2022).
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Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
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101.INS
|
XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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*
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These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be
deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
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Dated: August 12, 2022
|
DEEP LAKE CAPITAL ACQUISITION CORP.
|
|
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By:
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/s/ Michael Cyrus
|
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Name:
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Michael Cyrus
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Title:
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Chief Financial Officer
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|
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(Duly Authorized Officer and Principal Financial and Accounting Officer)
|