F/K/A XPAC ACQUISITION CORP.

CONDENSED STATEMENTSTATEMENTS OF CASH FLOWS

For the Period from March 11, 2021 (Inception) Through June 30, 2021

(Unaudited)

​(UNAUDITED)

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

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NOTE 1 — ORGANIZATION AND BUSINESS BACKGROUND (Cont.)

The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amendedamended and Restated Certificaterestated memorandum and articles of Association (the “Amended and Restated Certificate of Association”),association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amendedamended and Restated Certificaterestated memorandum and articles of Incorporationassociation provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amendedamended and Restated Certificaterestated memorandum and articles of Incorporationassociation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders rights or pre-initial business combinationBusiness Combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until 24up to 36 months from the closing of the Initial Public Offering to complete a Business Combination (i.e., August 3, 2024) (the “Termination Date”) (subject to any extension in the amount of time that the Company has to consummate a Business Combination beyond 36 months as a result of a shareholder vote to amend the Company’s amended and restated memorandum and articles of association) (the “Combination Period”). If the Company is unable to complete a 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 the Public Shares, originally offered together with Public Warrants (as defined in “Note 3”) as Units in the Initial Public Offering, 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 the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating 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 of directors, dissolve and liquidate, 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. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

NOTE 1 — ORGANIZATION AND BUSINESS BACKGROUND (Cont.)

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires additional Public Shares, in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive itits right to its deferred underwriting commission (see Note 8) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination PeriodPeriod. The underwriter formally waived such right in July 2023 and inas such event, suchthe amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party 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 (1) $10.00 per Public Share or (2) 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 franchise and income taxes. This liability will not apply with respect to 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 underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern Consideration

AtTerminated Business Combination

On April 25, 2022, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with (i) SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), (ii) BAC1 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), (iii) BAC2 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 2”), and (iv) SuperBac Biotechnology Solutions S.A., a corporation incorporated under the laws of the Federative Republic of Brazil (“SuperBac”), pursuant to which the Company agreed to combine with SuperBac in a series of transactions that would result in PubCo becoming a publicly-traded company and listed on the Nasdaq Capital Market (the “Nasdaq”), with PubCo indirectly owning at least ninety-five percent (95%), but potentially less than one hundred percent (100%) of the equity interests in SuperBac (on a fully-diluted basis).

Consummation of the transactions contemplated by the Business Combination Agreement or any of the other Transaction Documents (as defined in the Business Combination Agreement) (the “Transactions”) was subject to customary conditions, including (i) approval by the Company’s and SuperBac’s shareholders (certain of which SuperBac shareholder approvals were obtained on May 12, 2022, with other approvals remaining outstanding), (ii) the absence of any law or governmental order which has the effect of making consummation of the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions, (ii) the effectiveness of the registration statement filed in connection with the proposed SuperBac Business Combination, (iii) PubCo’s initial listing application with Nasdaq in connection with the Transactions shall have been conditionally approved and Class A ordinary shares of PubCo to be issued in connection with the Transactions shall have been approved for listing on the Nasdaq Capital Market, subject to official notice of issuance, and (iv) material accuracy of representations and warranties, and material compliance with covenants, in the Business Combination Agreement.

In addition, the obligations of SuperBac to consummate the Transactions were subject, among others, to: (i) the condition that the Post-Redemption Trust Account Balance (as defined in the Business Combination Agreement), plus the PIPE Gross Proceeds (as defined in the Business Combination Agreement) (minus any unreimbursed Excess of Company Transaction Expenses (as defined in the Business Combination Agreement)), in each case, to be made available to PubCo at the Acquisition Closing (as defined in the Business Combination Agreement), shall be at least $150,000,000, and (ii) at the Acquisition Closing, the Company having at least $5,000,001 in tangible net assets after giving effect to the XPAC Share Redemptions (as defined in the Business Combination Agreement).

On December 2, 2022, the Company, PubCo, Merger Sub 1, Merger Sub 2, Newco BAC Holdings, Inc. (“Newco”), and SuperBac entered into the First Amendment Agreement to the Business Combination Agreement, pursuant to which the parties thereto amended the Business Combination Agreement to extend the date by which either the Company or SuperBac could terminate the Business Combination Agreement if the transactions contemplated thereby have not been consummated by such date from November 21, 2022 to January 31, 2023 (and if such date is not a business day, then the next following business day).

On February 9, 2023, the Company, PubCo, Merger Sub 1, Merger Sub 2, Newco and SuperBac entered into the Second Amendment Agreement to the Business Combination Agreement, pursuant to which the parties thereto amended the Business Combination Agreement to extend the date by which either the Company or SuperBac could terminate the Business Combination Agreement if the transactions contemplated thereby have not been consummated by such date from January 31, 2023 to February 28, 2023 (and if such date is not a business day, then the next following business day).

On May 2, 2023, SuperBac informed the Company that it had decided to terminate the Business Combination Agreement, which SuperBac is entitled to do pursuant to Section 10.1(i) of the Business Combination Agreement.

Effective as of May 3, 2023, the Company, PubCo, Merger Sub 1, Merger Sub 2, Newco and SuperBac mutually agreed to terminate the Business Combination Agreement pursuant to a Termination of the Business Combination Agreement dated May 3, 2023 by and between the Parties (the “Termination Agreement”). Upon the termination of the Business Combination Agreement, each of the (i) Sponsor Support Agreement, (ii) Voting and Support Agreement, (iii) Lock-up Agreements, and (iv) Investment Agreement (each as defined in the Business Combination Agreement) were automatically terminated in accordance with their respective terms. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Terminated SuperBac Business Combination.”

Change in Sponsor

On July 10, 2023, the Company entered into a Purchase and Sponsor Handover Agreement (the “Purchase and Sponsor Handover Agreement”) with J. Streicher Holdings, LLC, (the “Sponsor”), and Former Sponsor, pursuant to which, subject to satisfaction of certain conditions, (i) the Former Sponsor sold, and the Sponsor purchased, 4,400,283 Class B ordinary shares of the Company, par value $0.0001 per share (“Founder Shares”), and 4,261,485 Private Warrants to acquire 4,261,485 Public Shares of the Company held by the Sponsor, for a total purchase price of $250,000, and (ii) the Sponsor became the Sponsor of the Company (together, the “Sponsor Handover”). The Sponsor has also agreed to reimburse the Former Sponsor for $25,000 of legal fees and other expenses incurred by the Former Sponsor in connection with the transactions contemplated by the Purchase and Sponsor Handover Agreement.

In addition, pursuant to the terms of the Purchase and Sponsor Handover Agreement, (i) each of the parties thereto agreed, among other things, that the provisions of each of the indemnity agreements dated July 29, 2021 entered into between the Company and each of the directors and officers of the Company shall remain in full force and effect notwithstanding any resignation of the directors and officers of the Company, and (ii) the Company and the Sponsor agreed to release the directors and officers of the Company (as of the date of the Purchase and Sponsor Handover Agreement) and the Former Sponsor from any and all claims relating to the Company that accrued or may have accrued prior to consummation of the Sponsor Handover.

Amendment to Letter Agreement

On July 27, 2023, the Company, Former Sponsor and each of the insiders named therein entered into an amendment (the “Amendment”) to that certain Letter Agreement dated as of July 29, 2021 entered into between the Company, the Former Sponsor and the insiders named therein.

Entry into the Amendment was authorized by the Letter Agreement Amendment Proposal (as defined below), which was approved by the shareholders of the Company in the Shareholder Meeting (as defined below).

Pursuant to the Amendment, the parties thereto agreed that, notwithstanding any other provision of the Letter Agreement, the Transfer of Founder Shares or Private Warrants, directly or indirectly, to the Sponsor or its affiliates shall not be restricted by the Letter Agreement (each of the foregoing capitalized terms not defined herein having the meaning given to such terms in the Amendment).

Joinder to Letter Agreement

On July 27, 2023, the Company, the Former Sponsor and the Sponsor entered into a joinder (the “Joinder”) to the Letter Agreement.

Entry into the Joinder was a condition to the consummation of the transactions contemplated by the Purchase and Sponsor Handover Agreement (as defined above).

Pursuant to the Joinder, the Sponsor agreed, with effect from the date of the Joinder, to join as a party to the Letter Agreement and assume the obligations of the Former Sponsor under the Letter Agreement as if the Sponsor had been named as the Former Sponsor in the Letter Agreement.

Waiver to Promissory Note

On July 27, 2023, the Former Sponsor and the Company entered into a waiver (the “Promissory Note Waiver”) to that certain Promissory Note, dated March 19, 2021, by and between the Former Sponsor and the Company (the “Promissory Note”).

Pursuant to the Promissory Note Waiver, the Former Sponsor irrevocably and unconditionally waived its right to receive any payment from the Company of the principal balance of, and any other amounts payable under, the Promissory Note.

The balance of the Promissory Note was comprised of Company expenditures for which the Former Sponsor paid previously. Pursuant to the Reimbursement Agreement signed May 16, 2023 (defined and discussed in Note 5), these expenses were subject to reimbursement and as such have been accounted for as additional paid-in capital as of June 30, 2021,2023.

Amendment to Amended and Restated Memorandum and Articles of Association

On July 27, 2023, the Company held an extraordinary general meeting of shareholders of the Company (the “Shareholder Meeting”). The proposals to be voted upon by the shareholders of the Company were described in the Company’s proxy statement dated July 10, 2023 (the “Proxy Statement”) that was mailed to the shareholders of the Company. In the Shareholder Meeting, shareholders of the Company approved each of the following proposals: (i) Proposal No. 1 – The Extension Amendment Proposal (the “Extension Amendment Proposal”); (ii) Proposal No. 2 – The Redemption Limitation Amendment Proposal (the “Redemption Limitation Amendment Proposal”); (iii) Proposal No. 3 – The Name Change Amendment Proposal (the “Name Change Amendment Proposal”); and (iv) Proposal No. 4 – The Letter Agreement Amendment Proposal (the “Letter Agreement Amendment Proposal”), each proposal as further described below and more fully described in the Proxy Statement.

The Company’s shareholders’ approval of the Extension Amendment Proposal allows the Company to extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination from August 3, 2023 (the date which is 24 months from the closing date of the Company’s Initial Public Offering (the “Original Termination Date”) on a monthly basis for up to twelve times by an additional one month each time after the Original Termination Date, by resolution of the Company’s board of directors up to August 3, 2024 (the date which is 36 months from the closing date of the IPO), or a total of up to twelve months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto or such earlier date as determined by the Company’s board of directors.

In connection with the approval of the Extension Amendment Proposal in the Shareholder Meeting held on July 27, 2023, holders of 15,446,457 Class A Ordinary Shares properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.41 per Class A Ordinary Share, for an aggregate redemption amount of $160,732,917 (the “Redemptions”). After the satisfaction of the Redemptions, the balance in the Trust Account was approximately $67,790,468. Prior to the Redemptions, the Company had $021,961,131 Class A Ordinary Shares outstanding. Following the Redemptions, 6,514,674 Class A Ordinary Shares remain outstanding.

Under Cayman Islands law, the amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”) took effect upon approval of each of the relevant proposals approved in the Shareholder Meeting, changing the name of the Company from “XPAC Acquisition Corp.” to “Zalatoris II Acquisition Corp.” and replacing each reference to “XPAC Acquisition Corp.” with “Zalatoris II Acquisition Corp.”

Going Concern Consideration

As of September 30, 2023, the Company had no cash and working capital deficiencydeficit of $371,147.$247,481. The Company has incurred and expects to continue to incur significant costs in pursuit of its financingacquisition plans, and the Company expects to incur significant costs in connection with its extraordinary general meeting and its continued acquisition plans. In order to meet the Company’s financial needs after September 30, 2023, the Company’s Sponsor or its affiliates can, but are not obligated to, provide funding through Working Capital Loans (as defined below) (Note 5). These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that theThe Company’s plan to consummate a Business Combination will be successful or successful within the Combination Window. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

If the Company is not able to consummate a Business Combination before August 3, 2024, the Company will commence an automatic winding up, dissolution and liquidation. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 3, 2024 or, any accelerated liquidation date that may be approved by the shareholders of the Company in an extraordinary general meeting.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic and Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company’s financial position, results of its operations close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Use of Estimates (Cont.)

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Income taxesTaxes

The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liabilities are settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. NaNNo amounts were accrued for the payment of interest and penalties as of JuneSeptember 30, 2021.2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Deferred

Offering Costs

Deferred 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 legal, accounting, underwritingprofessional and registration fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering that occurred on August 3, 2021 and that werecosts are charged to shareholder’sshareholders’ equity or the statement of operations based on the relative value of the Public Warrants and the Private Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering.Offering and any over-allotment exercised. Accordingly, on August 3, 2021, offering costs totaling $11,761,739 (consisting of $4,000,000 of underwriting fee, $7,000,000 of deferred underwriting fee and $761,739 of other offering costs) were recognized with $477,711 included in accumulated deficit as an allocation for the Public Warrants and the Private Warrants, and $11,284,028 included in additional paid-in capital.

On August 16, 2021, the underwriter partially exercised the over-allotment option and, on August 19, 2021, purchased an additional 1,961,131 Units (the “Over-Allotment Units”) from the Company, generating gross proceeds of $19,611,310. As a result of the partial exercise of the over-allotment option, the incremental increase in offering costs was $1,078,624 (consisting of $392,228 of underwriting fee and $686,396 of deferred underwriting fee) with $41,786 included in accumulated deficit as allocation for the Public Warrants and the Private Warrants, and $1,036,838 included in additional paid-in capital.

Net LossIncome (Loss) Per Ordinary Share

Net loss

The Company’s statements of operations include a presentation of net income (loss) per share for ordinary shares subject to possible redemption and applies the two-class method in calculating net income (loss) per share. Net income (loss) per ordinary share, basic and diluted, is computedcalculated by dividing the pro-rata allocation of net lossincome (loss) for each class, by the weighted average number of shares ofClass A and Class B non-redeemable ordinary shares outstanding duringfor the period, excludingperiod. Net income (loss) is allocated pro-rata between Class A redeemable and Class B non-redeemable shares of ordinary shares subject to forfeiture by the Sponsor. Weightedbased on their respective weighted average shares were reducedoutstanding for the effect of an aggregate of 750,000 shares of ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriter (see Note 6).period.

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NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Common Stock

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Possible Redemption

Contractual Sale Restrictions”. The Company accountsASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for its common stockequity securities subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and iscontractual sale restrictions that are measured at fair value. Conditionally redeemable common stock (including common stockThe ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that feature redemption rightshave not yet been issued or made available for issuance. The Company is currently assessing what impact, if any, that are either within the controlASU 2022-03 would have on its financial position, results of the holderoperations 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, common stock is classified as shareholder’s equity. The Company’s common stock 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, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholder’s equity section of the Company’s balance sheet.cash flows.

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NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering on August 3, 2021, the Company sold 20,000,000 Units at a price of $10.00 per Unit. Each Unit consisted of 1 share ofone Class A ordinary sharesshare and one-thirdone-third of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase 1 share ofone Class A ordinary sharesshare at a price of $11.50 per share, subject to adjustment (see Note 6)7).

On August 16, 2021, the underwriter partially exercised the over-allotment option and on August 19, 2021, purchased an additional 1,961,131 Units from the Company (the “Over-Allotment Units”), generating gross proceeds of $19,611,310. In connection with the Underwriter’s partial exercise of their over-allotment option, the Former Sponsor purchased an additional 261,485 Private Placement Warrants (the “Additional Private Placement Warrants”), generating gross proceeds to the Company of approximately $392,228.

An aggregate of $10.00 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180185 days or less or in any open-ended investment company that holds itself out as a money market fundfunds investing solely in U.S. Treasuries and meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. As of August 3, 2021, $200,000,000 of the IPO proceeds was held in the Trust Account. In addition, $2,293,973 of cash is not held in the Trust Account and is available for working capital purposes.

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NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the IPO,Initial Public Offering, the Former Sponsor purchased an aggregate of 4,000,000 (or 4,400,000 warrants if the underwriter’s over-allotment option is exercised in full) Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, orfor an aggregate of $6,000,000, in the aggregate (or $6,600,000 if the underwriter’s over-allotment option is exercised in full), in a private placement that occurred simultaneouslyplacement. Simultaneously, with the closing of the Initial Public Offering. Eachexercise of the over-allotment option, the Company completed the sale of an additional 261,485 Private Placement Warrant is anticipatedWarrants to be exercisable tothe Former Sponsor, at a purchase 1 share of ordinary shares at an exercise price of $11.50$1.50 per share, subject to adjustment (see Note 6).Private Warrant, generating additional gross proceeds of $392,228. A portion of the proceeds from the sale of Private Placement Warrants waswere added to the proceeds from the Initial Public Offering and partial over-allotment exercise held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

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