Table of Contents
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
10-Q10-Q/A
 
 
(MARK ONE)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2021March 31, 2022
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
                
to
                
Commission file
number:
001-40920
 
 
WORLDWIDE WEBB ACQUISITION CORP.
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
Cayman Islands
 
98-1587626
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
770 E Technology Way
F13-16
F13-16
OREM, UUTT
 
84097
(Address of principal executive offices)
 
(Zip Code)
(415)
629-9066
(Issuer’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on
which registered
Units, each consisting of one Class A ordinary share and
one-half
of one redeemable warrant
 
WWACU
 
The Nasdaq Stock Market
Class A ordinary shares, par value $0.0001 per share
 
WWAC
 
The Nasdaq Stock Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50$11.5
 
WWACW
 
The Nasdaq Stock Market
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  
☒
    No  
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer ☐  Accelerated filer ☐
    
Non-accelerated filer ☒  Smaller reporting company ☒
    
     Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).    Yes  ☒    No  ☐
As of December August 2
64
, 2021,2022, there
were
 23,000,000 Class A ordinary shares, $0.0001 par value and 5,750,000 Class B ordinary shares, $
0.0001
par value, issued and
outstanding.
 
Table of Contents
EXPLANATORY NOTE
Worldwide Webb Acquisition Corp. (the “Company,” “we”, “our” or “us”) is filing this Amendment No. 1 to the Quarterly Report on
Form 10-Q/A
(“Amendment No. 1”, the “Amendment” or this “Form
10-Q/A”),
to amend our Quarterly Report on
Form 10-Q
as of and for the quarter ended March 31, 2022, as filed with the Securities and Exchange Commission (the “SEC”) on May 16, 2022 (the “Q1
Form 10-Q”).
Restatement Background
In connection with the preparation of the Company’s financial statements as of June 30, 2022, management identified an error made in its historical financial statements where there was a duplication of accrued legal fees, which led to an overstatement of accrued expenses and general and administrative expenses in the
form 10-K
filed with the SEC on April 1, 2022. This error also affected the first quarter unaudited condensed financial statements on
Form 10-Q
filed with the SEC on May 16, 2022. This error resulted in the restatement of the previously issued financial statements.
The restatement does not have an impact on the Company’s cash position and cash held in the trust account (the “Trust Account”) established in connection with the initial public offering.
The financial information that has been previously filed or otherwise reported is superseded by the information in this Amendment, and the financial statements and related financial information contained in such previously filed report should no longer be relied upon.
The restatement is more fully described in Note 2 of the notes to the financial statements included herein.
Internal Control and Disclosure Controls Considerations
Following the conclusion that the accrual of legal fees was incorrect and that the Company should restate their Current and Total liability balances, the Company’s management also concluded that, due to the events that led to this Amendment, a material weakness existed related to our accounting for accruals and the Company’s disclosure controls and procedures were not effective.
The material weakness is more fully described in Item 4: Controls and Procedures, contained herein.
Items Amended In This Amendment
For the convenience of the reader, this Amendment sets forth the Q1
Form 10-Q,
as amended to reflect the restatement in connection with the improper accrual of legal services. No attempt has been made in this Amendment to update other disclosures presented in the Q1
Form 10-Q,
except as required to reflect the effects of the restatement. The following items have been amended as a result of the restatement:
Part I – Item 1. Financial Statements.
Part I – Item 4. Controls and Procedures.
Part II – Item 6. Exhibits.
This Amendment replaces the Form
10-Q
filed with the SEC on May 16, 2022.
The Company’s Chief Executive Officer and Chief Financial Officer are providing currently dated certifications in connection with this
Form 10-Q/A.
See Exhibits 31.1, 31.2, 32.1 and 32.2.
Table of Contents
WORLDWIDE WEBB ACQUISITION CORP.
FORM
10-Q
TABLE OF CONTENTS
 
      
Page
 
PART 1 – FINANCIAL INFORMATION
  
Item 1.
  
Unaudited Condensed Balance SheetSheets as of September 30,March 31, 2022 (unaudited) and December 31, 2021 (As restated)
   1 
   
Unaudited Condensed Statements of Operations for the three months ended September 30, 2021March 31, 2022 and for the period from
March 5, 2021 (inception) through September 30,March 31, 2021
  2 
   
Unaudited Condensed Statements of Changes in Shareholder’sTemporary Equity and Shareholders’ Deficit for the three months
ended March 31, 2022 and Unaudited Condensed Statement of Changes in Shareholders’ Equity for the period from
March 5, 2021 (inception) through September 30,March 31, 2021 (As restated)
  3 
   
Unaudited Condensed StatementStatements of Cash Flows for the three months ended March 31, 2022 and for the period from
March 5, 2021 (inception) through September 30,March 31, 2021
  4 
   
Notes to Unaudited Condensed Financial Statements
  5 
Item 2.
  
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
   1719 
Item 3.
  
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
24
Item 4.
Control and Procedures
   1924 
PART II – OTHER INFORMATION
  
Item 4.1.
  
Control and ProceduresLegal Proceedings
   2025 
PART II – OTHER INFORMATIONItem 1A.
Risk Factors
   25 
Item 1.
Legal ProceedingsItem 2.
  21
Item 1A.
Risk Factors
21
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
   2125 
Item 3.
  
Item 3.
Defaults Upon Senior Securities
25
Item 4.
Mine Safety Disclosures
   2125 
Item 4.5.
  
Mine Safety DisclosuresOther Information
   2125 
Item 5.6.
  
Other InformationExhibits
   2125 
Item 6.
Exhibits
22
SIGNATURES
   2326 
i
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PART I – FINANCIAL INFORMATION
Item 1. Interim Condensed Financial Statements
WORLDWIDE WEBB ACQUISITION CORP
.
CONDENSED BALANCE SHEETSHEETS
(UNAUDITED)
(As Restated)
   
September 30,

2021
 
ASSETS
  
Current assets:
  
Cash
  $265 
   
 
 
 
Total current assets
   265 
Deferred offering costs associated with proposed public offering
   714,419 
   
 
 
 
Total assets
  $714,684 
   
 
 
 
  
LIABILITIES AND SHAREHOLDER’S DEFICIT
     
Current liabilities:
     
Accounts payable
  $14,955 
Accrued offering and formation costs   531,600 
Promissory note payable - related party
   174,605 
   
 
 
 
Total current liabilities
   721,160 
 
 
 
 
 
Commitments and Contingencies (Note 5)
  0 
  
Shareholder’s Deficit:
     
Preference shares, $0.0001 par value; 5,000,000 shares authorized; NaN issued and outstanding
   0   
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 0 shares issued and outstanding
   0   
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding
(1)(2)
   575 
Additional
paid-in
capital
   24,425 
Accumulated deficit
   (31,476) 
   
 
 
 
Total shareholder’s deficit
   (6,476) 
   
 
 
 
Total Liabilities and Shareholder’s Deficit
  
$
714,684 
   
 
 
 
 
(1)
This number includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4
). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are 0 longer subject to forfeiture. 
(2)
On September 17, 2021, our sponsor effected a surrender of 2,875,000 Class B ordinary shares to the company for 0 consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000. All shares and associated amounts have been retroactively restated to reflect the reduction of founder shares (see Note 4).
   
March 31,

2022
  
December 31,

2021
 
   
(Unaudited)
    
ASSETS
         
Cash
  $255,008  $503,204 
Prepaid expenses
   439,760   400,073 
   
 
 
  
 
 
 
Total current assets
   694,768   903,277 
Marketable securities held in Trust Account
   232,401,196   232,320,844 
Other assets
   209,504   302,847 
   
 
 
  
 
 
 
Total Assets
  
$
233,305,468
 
 
$
233,526,968
 
   
 
 
  
 
 
 
LIABILITIES, TEMPORARY EQUITY, AND SHAREHOLDERS’ DEFICIT
         
Current liabilities:
         
Accounts payable
  $2,810  $2,810 
Promissory note – related party
   222,562   208,461 
Accrued expenses
   226,995   180,311 
   
 
 
  
 
 
 
Total current liabilities
   452,367   391,582 
Deferred underwriting fees payable
   8,050,000   8,050,000 
Derivative warrant liabilities
   8,157,960   12,240,000 
Deferred legal fees
   343,437   343,437 
   
 
 
  
 
 
 
Total liabilities
   17,003,764   21,025,019 
   
 
 
  
 
 
 
Commitments and Contingencies (Note
6
)
   0    0  
Temporary Equity
         
Class A ordinary shares subject to possible redemption, 23,000,000 shares at $10.10 per share
   232,300,000   232,300,000 
Shareholders’ deficit
         
Preference shares, $0.0001 par value; 5,000,000 shares authorized; NaNissued or outstanding
   —     —   
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; NaNissued or outstanding (excluding 23,000,000 shares subject to possible redemption)
   —     —   
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding
   575   575 
Additional
paid-in
capital
   —     —   
Accumulated deficit
   (15,998,871)   (19,798,626) 
   
 
 
  
 
 
 
Total shareholders’ deficit
   (15,998,296)   (19,798,051) 
   
 
 
  
 
 
 
Total Liabilities, Temporary Equity, and Shareholders’ Deficit
  
$
233,305,468
 
 
$
233,526,968
 
   
 
 
  
 
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
1
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WORLDWIDE WEBB ACQUISITION CORP.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)(Unaudited)
 
   
For the three months
ended

September 30, 2021
  
For the period from
March 5, 2021
(inception) through
September 30, 2021
 
Formation costs
  $375  
$
 
31,476 
   
 
 
  
 
 
 
Net loss
  $(375)  
$
(31,476) 
   
 
 
  
 
 
 
   
Weighted average shares outstanding, basic and diluted
(1)(2)
   5,000,000   5,000,000 
   
 
 
  
 
 
 
Basic and diluted net loss per share
  $(0.00)  
$
(0.01
) 
   
 
 
  
 
 
 
(1)
This number excludes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4
). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are 0 longer subject to forfeiture.
(2)
On September 17, 2021, our sponsor effected a surrender of 2,875,000 Class B ordinary shares to the company for 0 consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000. All shares and associated amounts have been retroactively restated to reflect the reduction of founder shares (see Note 4).
   
For the Three
Months Ended
March 31, 2022
  
For the Period
from March 5,
2021 (Inception)
through

March 31, 2021
 
General and administrative expenses
  $362,637  $12,538 
   
 
 
  
 
 
 
Loss from operations
   (362,637)   (12,538) 
Other Income (Expenses)
         
Change in fair value of derivative warrant liabilities
   4,082,040   —   
Gain on marketable securities (net), dividends and interest, held in Trust Account
   80,352   —   
   
 
 
  
 
 
 
Net income (loss)
  $3,799,755  $(12,538) 
   
 
 
  
 
 
 
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted
   23,000,000   —   
   
 
 
  
 
 
 
Basic and diluted per share, Class A subject to possible redemption
  
$
0.13
 
 
$
—  
 
   
 
 
  
 
 
 
Weighted average shares outstanding of Class B non- redeemable ordinary shares, basic and diluted
   5,750,000   5,000,000 
   
 
 
  
 
 
 
Basic and diluted per share, Class B
non-redeemable
ordinary shares
  
$
0.13
 
 $
—
  		 
   
 
 
  
 
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
2
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WORLDWIDE WEBB ACQUISITION CORP.
CONDENSED STATEMENTSSTATEMENT OF CHANGES IN SHAREHOLDER’STEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT
For the period from MarchFOR THE THREE MONTHS ENDED MARCH 31, 2022
(Unaudited)
   
Temporary Equity
   
Ordinary Shares
   
Additional
      
Total
 
   
Class A
   
Class B
   
Paid-In
   
Accumulated
  
Shareholders’
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Deficit
  
Deficit
 
Balance as of January 1, 2022
  
 
23,000,000
 
  
$
232,300,000
 
  
 
5,750,000
 
  
$
575
 
  
$
—  
 
  
$
(19,798,626
) 
 
$
(19,798,051
) 
Net income
   —      —      —      —      —      3,799,755   3,799,755 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
Balance as of March 31, 2022 (unaudited)
  
 
23,000,000
 
  
$
232,300,000
 
  
 
5,750,000
 
  
$
575
 
  
$
—  
 
  
$
(15,998,871
) 
 
$
(15,998,296
) 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
WORLDWIDE WEBB ACQUISITION CORP.
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE PERIOD FROM MARCH 5, 2021 (inception) through September 30,(INCEPTION) THROUGH MARCH 31, 2021
(UNAUDITED)(Unaudited)
 
   
Ordinary Shares
   
Additional
      
Total
 
   
Class B
   
Paid-In
   
Accumulated
  
Shareholder’s
 
   
Shares
   
Amount
   
Capital
   
Deficit
  
Deficit
 
Balance as of March 5, 2021 (inception)
   0     $0     $0     $0    $0   
Issuance of ordinary shares to Sponsor
(1)(2)
   5,750,000    575    24,425    —     25,000 
Net loss
   —      —      —      (31,101)   (31,101) 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
Balance as of June 30, 2021
  
 
5,750,000
 
  
 
575
 
  
 
24,425
 
  
 
(31,101
) 
 
(6,101
) 
Net loss
   —      —      —      (375)  (375) 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
Balance as of September 30, 2021
  
 
5,750,000
 
  
$
575
 
  
$
24,425
 
  
$
(31,476
) 
 
$
(6,476
) 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
(1)
This number includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4
). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are 0 longer subject to forfeiture. 
(2)
On September 17, 2021, our sponsor effected a surrender of 2,875,000 Class B ordinary shares to the company for 0 consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000. All shares and associated amounts have been retroactively restated to reflect the reduction of founder shares (see Note 4).
   
Temporary Equity
   
Ordinary Shares
   
Additional
      
Total
 
   
Class A
   
Class B
   
Paid-In
   
Accumulated
  
Shareholders’
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Deficit
  
Equity
 
Balance as of March 5, 2021 (inception)
   —     $—      —     $—     $—     $—    $—   
Issuance of ordinary shares to Sponsor
(1)(2)
   —      —      5,750,000    575    24,425    —     25,000 
Net loss
   —      —      —      —      —      (12,538)   (12,538) 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
Balance as of March 31, 2021 (unaudited)
  
 
—  
 
  
$
—  
 
  
 
5,750,000
 
  
$
575
 
  
$
24,425
 
  
$
(12,538
) 
 
$
12,462
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
3
Table of Contents
WORLDWIDE WEBB ACQUISITION CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 
   
For the period from

March 5, 2021

(inception) through

September 30, 2021
 
Cash Flows from Operating Activities:
  
Net loss
  $(31,476) 
Adjustments to reconcile net loss to net cash used in operating activities:
  
Formation costs funded by note payable through Sponsor
   9,091 
Formation costs paid in exchange for issuance of ordinary shares
   20,421 
Changes in operating assets and liabilities:
  
Accounts payable
   376 
Accrued offering and formation costs
   1,500 
  
 
 
 
Net cash used in operating activities
   (88) 
  
 
 
 
Cash Flows from Financing Activities:
  
Proceeds from promissory note payable - related party
   65,000 
Repayment of promissory note payable - related party
   (5,000) 
Offering costs paid
   (59,647) 
  
 
 
 
Net cash provided by financing activities
   353 
  
 
 
 
Net increase in cash
   265 
Cash - beginning of period
   0   
  
 
 
 
Cash - end of period
  $265 
  
 
 
 
Supplemental disclosure of noncash investing and financing activities:
  
Deferred offering costs included in accounts payable
  $14,579 
  
 
 
 
Deferred offering costs included in accrued offering and formation costs
  $530,100 
  
 
 
 
Deferred offering costs paid through promissory note - related party
  $105,514 
  
 
 
 
Issuance of Founder Shares in exchange for payment of deferred offering costs
  $25,000 
  
 
 
 
   
For the Three
Months Ended
March 31, 2022
  
For the period
From March 5,
2021 (Inception)
through March

31, 2021
 
Cash Flows from Operating Activities
         
Net income (loss)
  $3,799,755  $(12,538) 
Adjustments to reconcile net loss to net cash used in operating activities:         
Gain on marketable securities, dividends and interest, held in Trust Account
   (80,352)   —   
Formation costs funded by note payable through Sponsor
   14,101   —   
Change in fair value of derivative warrant liabilities
   (4,082,040)   —   
Formation costs paid for issuance of ordinary shares
   —     12,538 
Changes in operating assets and liabilities:
         
Prepaid expenses and other assets
   53,656   —   
Accrued expenses
   66,684   —   
   
 
 
  
 
 
 
Net cash used in operating activities
   (228,196)   —   
   
 
 
  
 
 
 
Cash Flows from Financing Activities
         
Proceeds from promissory note payable – related party
   —     15,000 
Repayment of promissory note payable – related party
   —     (5,000) 
Offering costs paid
   (20,000)   —   
   
 
 
  
 
 
 
Net cash (used) provided in financing activities
   (20,000)   10,000 
   
 
 
  
 
 
 
Net increase in cash
   (248,196)   10,000 
Cash—beginning of period
   503,204   —   
   
 
 
  
 
 
 
Cash—end of period
  $255,008  $10,000 
   
 
 
  
 
 
 
Supplemental disclosure of noncash investing and financing activities:
         
Offering costs included in accrued expenses
  $—    $51,857 
   
 
 
  
 
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
4
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WORLDWIDE WEBB ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD MARCH 5, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021(Unaudited)
(Unaudited)Note 1—Description of Organization, Business Operations, and Going Concern

Note 1 - Description Of Organization And Business Operationsand General
Worldwide Webb Acquisition Corp. (the “Company”) is a blank check company incorporated in Cayman Islands on March 5, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies
.companies.
As of September 30, 2021,March 31, 2022, the Company had not yet commenced any operations. All activityactivities for the period from March 5, 2021 (inception) through September 30, 2021 relatesMarch 31, 2022, relate to the Company’s formation, and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to thesearch of a target for Initial Public Offering, searching for a business combination.Business Combination. The Company will not generate any operating revenues until after the completion of aits Initial Business Combination, at the earliest. The Company will generate
non-operating
income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The Company’s sponsor is Worldwide Webb Acquisition Sponsor, LLC, a Cayman Islands limited liability corporation (the “Sponsor”). In March 2021, our sponsor subscribed for an aggregate of 8,625,000 Class B ordinary shares, par value $0.0001 per share, for an aggregate purchase price of $25,000 (“founder shares”). On September 17, 2021, our sponsor effected a surrender of 2,875,000 Class B ordinary shares to the company for no consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000, such that the total number of founder shares would represent 20% of the total number of ordinary shares outstanding upon completion of this offering (of which 750,000 Class B ordinary shares are subject to forfeiture if the underwriters do not exercise their overallotment option). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture.
The registration statement for the Company’s Initial Public Offering was declared effective on October 19, 2021 (the “ Effective Date ”). On October 22, 2021, the Company consummated itsthe Initial Public Offering of 20,000,000 units (the “ Units ”)“Units”). Each Unit consists of 1 share of Class A common stock of the Company, par value $0.0001 per share (the “ Class A common stock ”), and one half of warrant of the Company (the “Public Warrants ”), with each whole Public Warrant entitling the holder thereof to purchase 1 share of Class A common stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating additional gross proceeds to the Company of $ 200,000,000 (see$200,000,000, which is described in Note 3)
4
.
In connection with the Initial Public Offering, the underwriters were granted an option to purchase up to an additional 3,000,000 Units to cover overallotments, if any. On November 11, 2021, the underwriters fully exercised their over-allotment option and, on November 15, 2021, the underwriters purchased 3,000,000 Units (the “ Over-allotment Units ”) at a price of $10.00 per unit, generating additional gross proceeds of $30,000,000.
On October 22, 2021, simultaneouslySimultaneously with the closing of the Initial Public Offering, and pursuant to the Private Placement Warrant Purchase Agreement, dated October 19, 2021, by and between the Company and the Sponsor (the “ Private Warrant Purchase Agreement ”), the Company completed the private sale of 8,000,000 warrants (the “ Private“Private Placement Warrants ”)Warrants”) at a purchase price of $1.00 per Private Placement Warrant (the “Private Placement”), to theWorldwide Webb Acquisition Sponsor, LLC (the “Sponsor”), generating gross proceeds to the Company of $8,000,000, (such sale,which is described in Note
5
.
Subsequently, on November 11, 2021, the “ Private Placement ”). On November 15, 2021, simultaneously withunderwriter exercised the over-allotment option in full, and the closing of the issuance and sale of the Over-allotment Units,additional 3,000,000 units (the “Over-Allotment Units”) occurred on November 15, 2021. In connection with the over-allotment exercise, the Company completed a private placement with the Sponsor for an additional 900,000issued 3,000,000 Over-Allotment Units, representing 3,000,000 Ordinary Shares and 1,500,000 public warrants at a price of $1.00$10.00 per warrant (the “ Unit, generating total gross proceeds of $30,000,000.
Substantially concurrently with the closing of the sale of the Over-Allotment Units, the Company completed the private sale of 900,000 Private Placement Warrants (“Additional Private Placement Warrants ” and, together withWarrants”) to the Public Warrants and theSponsor at a purchase price of $1.00 per Private Placement Warrants, the “ Warrants ”),Warrant, generating gross proceeds to the Company of $900,000.
Transaction costs amounted to $21,834,402, including $8,050,000 in deferred underwriting fees, $4,600,000 in upfront underwriting fees, and $9,184,402 in other offering costs related to the Initial Public Offering. Approximately $8,306,250 of these expenses are
non-cash
offering costs associated with the Class B shares purchased by the anchor investors.
A totalFollowing the closing of the Initial Public Offering on October 22, 2021 and underwriters’ exercise of Over-Allotment option on November 15, 2021, an amount of $232,300,000 comprised($10.10 per Unit) of $230,000,000 of the net proceeds from the Initial Public Offering, (including the Over-allotment Units ($10.00 per Unit)) and $2,300,000including $8,050,000 of the proceeds of the sale of the Private Placement Warrants (including the Additional Private Placement Warrants) has been depositedunderwriters’ deferred discount was placed in a U.S.-based trust account (the “ Trust Account ”)“Trust Account”) at Bank of America, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee.
Transaction costs amounted to $21,995,104 consisting of $4,818,000 of underwriting commissions, $8,431,500 of deferred underwriting commissions, and $8,745,604 of other offering costs, and were all charged to shareholders’ equity.
The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering (the “Proposed Public Offering”) of 20,000,000 units of the Company (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit (or 23,000,000 Units if the underwriter’s over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 8,000,000 warrants of the Company (or 8,900,000 warrants if the underwriter’s over-allotment option is exercised in full) (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor that will close simultaneously with the Proposed Public Offering.
The Company’s management has broad discretion Except with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company 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 (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the incomeinterest earned on the Trust Account) atfunds in the timetrust account that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $
10.10
per Unit sold in the Proposed Public Offering, includingtrust account, the proceeds from the saleInitial Public Offering held in the trust account will not be released until the earliest of (i) the consummation of the private placement warrants, will be held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and 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 invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of aInitial Business Combination andor (ii) the distribution of the Trust Account proceeds as described below.
The Company will provide the holders (the “Public Shareholders”) of the Company’s issued and outstanding Class A ordinary shares, par value $0.0001 per share, sold in the Proposed Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held inremaining proceeds outside the Trust Account (initially anticipatedmay be used to be $10.10 per Public Share). The
per-share
amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 4). All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with our liquidation, if there is a shareholder vote or tender offer in connection with our initial business, combinationlegal and in connection with certain amendments to our amendedaccounting due diligence on prospective acquisitions and restated Memorandumcontinuing general and Articles of Association. In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC
480-10-S99,administrative expenses.
redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC
470-20.
The Class A ordinary shares are subject to ASC
480-10-S99.
If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will
 
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become redeemable,
The Company’s memorandum and articles of association provides that, other than the withdrawal of interest to pay taxes, if later) to the earliest redemption dateany, none of the instrument or (ii) recognize changesfunds held in the redemption value immediately as they occur and adjustTrust Account will be released until the carrying amountearlier of: (i) the completion of the instrument to equalInitial Business Combination; (ii) the redemption of any Class A ordinary shares, $0.0001 par value, atincluded in the end of each reporting period. WeUnits (the “Public Shares”) being sold in the Initial Public Offering that have elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional
paid-in
capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Memorandum and Articles of 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 law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approvalbeen properly tendered in connection with a Business Combination,shareholder vote to amend the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4)Company’s memorandum and any Public Shares purchased during or after the Proposed Public Offering in favorarticles of a Business Combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.
The Memorandum and Articles of Association will provide 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 any more than an aggregate of 15% of the Public Shares held by one shareholder or a group, without the prior consent of the Company. The holders of the Founder Shares (the “initial shareholders”) have agreed not to propose an amendment to the Memorandum and Articles of Association (A)association to modify the substance or timing of the Company’sits obligation to allow redemption in connection with a Business Combination or to redeem 100% of thesuch Public Shares if the Companyit does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to shareholder’s rights or
pre-initial
Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
If the Company is unable to complete aInitial Business Combination within 18 months from the closing of the ProposedInitial Public Offering; and (iii) the redemption of 100% of the Class A ordinary shares included in the Units being sold in the Initial Public Offering (the “Combination Period”) and the Company’s shareholders have not amended the Memorandum and Articles of Association to extend such Combination Period,if the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subjectis unable to lawfully available funds therefor, redeem the Public Shares, at acomplete an Initial Business Combination by
per-shareApril
price, payable in cash, equal 22, 2023 (subject to the aggregate amount then on depositrequirements of law). The proceeds deposited 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 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 Shareholder’s rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption,could become subject to the approvalclaims of the remaining shareholders andCompany’s creditors, if any, which could have priority over the boardclaims of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Proposed Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 4) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such 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 residual assets remaining available for distribution (including Trust Account assets) will be only $10.10. 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 (except for the Company’s independent registered public accounting firm) 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 (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) the 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 interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trustshareholders.
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Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, our 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 (other than the Company’s independent registered public accounting firm), prospective target businesses or 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.
Initial Business Combination
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination
.
Combination.
The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks shareholder approval, it will complete its Initial Business Combination only if a majority of the outstanding ordinary shares voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its ordinary shares to no longer qualify for exemption from the Securities and Exchange Commission’s (the “SEC”) “penny stock” rules. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination.
If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such Class A ordinary shares were recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”
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Pursuant to the Company’s Memorandummemorandum and Articlesarticles of Associationassociation if the Company is unable to complete the Initial Business Combination within 18 months from the closing of the Initial Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, 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 and not previously released to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholder’s rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, 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. The Sponsor and the Company’s independent director nominees will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 18 months of the closing of the Initial Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires Class A ordinary shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period.
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In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein.
Liquidity and capital resources
Going Concern Consideration
On a routine basis, the Company assesses going concern considerations in accordance with FASB ASC
205-40
“Presentation of Financial Statements—Going Concern”. As of September 30, 2021,March 31, 2022, the Company had $265 ina cash balance of $255,008 and working capital deficiency of $720,895.$242,401, and the Company has access to working capital loans from the Sponsor, which is described in Note
5
The, to cover the working capital deficit. Further, the Company’s liquidity needs up to September 30, 2021 had beenare satisfied through a payment of $25,000 in offering costs by the Sponsor in exchange for the Founder Shares (see Note 5), and borrowings under the promissory note of $174,605. The promissory note was fully repaid on October 22, 2021 from the proceeds of the Initial Public Offering (see Note 5).
Subsequent to the period covered by this quarterly report on Form 10-Q (the “Quarterly Report”), the Company consummated its Initial Public Offering (see Note 3) and Private Placement (See Note 4). Of the netusing proceeds from the Initial Public Offering and associated Private Placement $202,000,000 of cash was placedWarrants (as described in thenotes 3 and 4) that 
are
not held in Trust Account to pay for existing accounts payable, identifying and $1,962,109evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of cash was held outsideprospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Initial Business Combination .
If the Company’s estimates of the Trust Accountcosts of identifying a target business, undertaking
in-depth
due diligence, and isnegotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available forto operate its business prior to an Initial Business Combination. Moreover, the Company’s working capital purposes.
In orderCompany may need to finance transaction costsobtain additional financing either to complete an Initial Business Combination or because it becomes obligated to redeem a significant number of its public shares upon completion of an Initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with asuch Initial Business Combination,Combination. These factors raise substantial doubt about the Company’s Sponsor, or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligatedability to provide the Company Working Capital Loans,continue as defined below (see Note 5). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loans.a going concern.
Risks and Uncertainties
On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the
“COVID-19
outbreak”). In March 2020, the WHO classified the
COVID-19
outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the
COVID-19
outbreak continues to evolve. Management continues to evaluate the impact of the
COVID-19
outbreak on the industrypandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of thesethe financial statements.statement. The financial statements dostatement does not include any adjustments that might result from the outcome of this uncertainty.
In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.
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Note 2 -— Restatement of Previously Issued Financial Statements
In connection with the preparation of the Company’s unaudited condensed financial statements as of June 30, 2022, management identified an error made in its historical financial statements where there was a duplication of legal fees accrued for the period covered in the Company’s annual Form 10-K filed with the SEC on April 1, 2022 . This error also affected the unaudited condensed financial statements for the first quarter of fiscal year 2022 on Form 10-Q filed with the SEC on May 16, 2022. The impact of this error on the first quarter’s unaudited condensed financial statements is an overstatement of accrued expenses and accumulated deficit as of March 31, 2022, and resulted in the restatement of the previously issued financial statements.
The impact of the restatement on the Company’s financial statements is reflected in the following tables:
   
As of March 31, 2022
 
Condensed Balance Sheet
  
As Previously
Reported
  
Adjustment
  
As Restated
 
Accrued expenses
  $570,432  $(343,437)  $226,995 
Total current liabilities
   795,804   (343,437)   452,367 
Total liabilities
  $17,347,201  $(343,437)  $17,003,764 
 
  
   
 
   
 
   
Accumulated deficit
   (16,342,308)   343,437   (15,998,871) 
   
 
 
  
 
 
  
 
 
 
Total shareholders’ deficit
  $(16,341,733)  $343,437  $(15,998,296) 
   
 
 
  
 
 
  
 
 
 
   
For the three months ended March 31, 2022
 
Condensed Statement of Changes in Temporary Equity and Shareholders’ Deficit
  
As Previously
Reported
  
Adjustment
   
As Restated
 
Accumulated deficit
   (16,342,308)   343,437    (15,998,871) 
   
 
 
  
 
 
   
 
 
 
Total shareholders’ deficit as of March 31, 2022
  $(16,341,733)  $343,437   $(15,998,296) 
   
 
 
  
 
 
   
 
 
 
Note 3 — Summary of Significant Accounting Policies
Basis of Presentation
T
heThe accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the periodsthree months ended September 30, 2021March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 20212022 or for any future interim periods.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
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Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that aan emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used
.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
Derivative Warrant Liability
The Company accounts for the Warrants in accordance with the guidance contained in ASC 815, “Derivatives and Hedging”, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations.
As of September 30, 2021, the company did not have any derivative warrant liabilities as the Initial Public Offering had 0t occurred at this date. The Company will estimate the fair value of the Public Warrants using the Public Warrants’ quoted market price. The Private Placement Warrants will be valued using a Monte Carlo Simulation Model.used.
Use of Estimates
The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
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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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordinglyAccordingly, the actual results could differ significantly from those estimates.
Deferred Offering Costs and Formation Costs8
The Company complies with the requirementsTable of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. The Company incurred offering costs amounting to $21,995,104 as a result of the Initial Public Offering consisting of $4,818,000 of underwriting commissions, $8,431,500 of deferred underwriting commissions, and $8,745,604 of other offering costs. The Offering costs were charged to shareholders’ deficit upon the completion of the Initial Public Offering.
Contents
Net Loss Per Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 4). At September 30, 2021, the Company did 0t have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.
Cash and cash equivalents
Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company heldhad $255,008 and $503,204 in cash and 0 cash equivalents, outside of $265the funds held in the Trust Account, as of September 30, 2021.March 31, 2022 and December 31, 2021, respectively.
Derivative Financial Instruments
The Company accounts for the Warrants, Forward Purchase Agreement (as defined below), and Working Capital Loan conversion option (collectively, the “Instruments”) in accordance with the guidance contained in ASC
815-40
under which the Instruments do not meet the criteria for equity treatment and must be recorded as liabilities. The conversion feature within the Working Capital Loan gives the Sponsor an option to convert the loan to warrants of the Company’s Class A ordinary shares. This bifurcated feature is assessed at the end of each reporting period to conclude whether additional liability should be recorded. The Instruments are subjected to
re-measurement
at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed statement of operations. See Note 6 and 8 for further discussion of the pertinent terms of the Warrants and Forward Purchase Agreement and Note 9 for further discussion of the methodology used to determine the value of the Warrants, Forward Purchase Agreement, and Working Capital Loan conversion option.
Marketable Securities Held in Trust Account
At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were invested in money market funds.
Class A Ordinary Shares Subject to Possible Redemption
All of the 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 Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC
480-10-S99,
redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity .
The Company accounts for its Class Arecognizes 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. The ordinary shares subject to possible redemption in accordance withreflected on the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, there were 0 Class A ordinary shares subject to possible redemption presented as temporary equity outside of the shareholder’s equity section of the Company’s condensed balance sheet,sheets as of March 31, 2022 and December 31, 2021 is reconciled in the Initial Public Offering had not occurred at this date.following table:
Gross proceeds
  $230,000,000 
Less:
     
Class A ordinary shares issuance costs
   (21,834,402) 
Fair value of Public Warrants at issuance
   (5,784,500) 
Plus:
     
Remeasurement of carrying value to redemption value
   29,918,902 
   
 
 
 
Class A ordinary shares subject to possible redemption
  
$
232,300,000
 
   
 
 
 
Concentration
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrationsconcentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporationdepository insurance coverage limits of $250,000. TheAt March 31, 2022, the Company hashad not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
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Financial Instruments
Except for the Warrant, Forward Purchase Agreement, and Working Capital Loan Liabilities as described above, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (the “FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
Level 1-
Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
Level 2-
Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets of liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
Level 3-
Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then
re-valued
at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed balance sheets as current or noncurrent based on whether or not
net-cash
settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Offering Costs
Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A ordinary shares and its Public Warrants and Private Placement Warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s Class A ordinary shares were charged against the carrying value of Class A ordinary shares. The Company complies with the requirements of the ASC
340-10-S99-1.
Earnings (Loss) Per Share of Ordinary Shares
Earnings per share of ordinary shares is computed by dividing net earnings (or loss) by the weighted average number of shares issued and outstanding during the period. The Company has not considered the effect of their Forward Purchase Agreement, warrants sold in the Initial Public Offering, private placement to purchase Class A ordinary shares, and Working Capital Loan warrants in the calculation of diluted income per share, since the instruments are not dilutive.
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At March 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company under the treasury stock method. As a result, diluted income per share is the same as basic income per share for the periods presented.
The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares (the “Founder Shares”). Earnings are shared pro rata between the two classes of shares as long as an Initial Business Combination is the most likely outcome. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
A reconciliation of the earnings per share is below:
   
For the Three
Months Ended
March 31, 2022
   
For the Period
from March 5,
2021 (Inception)
Through
March 31, 2021
 
Redeemable Class A Ordinary Shares
          
Numerator: Net income allocable to Redeemable Class A Ordinary Shares
  $3,039,804   $—   
Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares
   23,000,000    —   
 �� 
 
 
   
 
 
 
Basic and diluted earnings per share, Redeemable Class A
  
$
0.13
 
  $—   
   
 
 
   
 
 
 
Non-Redeemable
Class B Ordinary Shares
          
Numerator: Net income (loss) allocable to
non-redeemable
Class B Ordinary Shares
  $759,951   $(12,538) 
Denominator: Weighted Average
Non-Redeemable
Class B Ordinary Shares
   5,750,000    5,750,000 
   
 
 
   
 
 
 
Basic and diluted earnings per share,
Non-Redeemable
Class B
  
$
0.13
 
  
$
0.00
 
   
 
 
   
 
 
 
Income Taxes
The Company accountsfollows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes,Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of March 31, 2022 and March 31, 2021.
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax
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return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s majorThere were 0 unrecognized tax jurisdiction.benefits as of March 31, 2022 and March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, thereNaN amounts were 0 unrecognized tax benefits and 0 amounts accrued for the payment of interest and penalties.penalties as of March 31, 2022 and March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. Consequently, income taxes are not reflected in the Company’s financial statement.
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 0 for the period presented. The Company’s management does not expect that the total amount
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Table of unrecognized tax benefits will materially change over the next twelve months.Contents
Recent Accounting Standards
Pronouncements
ManagementThe Company’s management does not believe that any recently issued, but not yet effective, accounting standards,pronouncements, if currently adopted, would have a material effect on the Company’saccompanying financial statements.statement.
In August the FASB issued a new standard (ASU
2020-06)
to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a
trade-off
between simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted EPS by requiring the use of the
if-converted
method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible preference shares.preferred stock. Also, certain specific requirements to achieve equity classification and/ or qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid
mark-to-market
accounting. The new standard is effective for companies that are SEC filers (except for Smaller Reporting Companies) for fiscal years beginning after December 15, 2021 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The Company is currently reviewing the newly issued standard and does not believe it will materially impact the Company.
Note 3 -
4
—
 Initial Public Offering
The Company consummated its
Pursuant to the Initial Public Offering
and the exercise of
20,000,000
U
nits on
 October 22, 2021
.
underwriters’ Over-Allotment option, the Company sold 23,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of 1 share of Class A common stockordinary shares and
one halfone-half
of one Public Warrant. Each whole Public Warrant entitles the holder to purchase 1
 share of Class A common stockordinary shares at an exercise price of
$11.50
$11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000 and incurring $11,000,000 in underwriting fees comprised of an initial payment of $4,000,000 and $7,000,000 of deferred underwriting commissions. The Company granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to
Anchor Investors purchased an aggregate of 3,000,000 additional Units$198.6 million of units in this offering at the offering price, and we have agreed to cover over-allotments, if any. On November 15, 2021,direct the Underwriters exercisedunderwriters to offer to each Anchor Investor up to such number of units and no more than 9.9% of the over-allotment option to purchase an additional 3,000,000 Units, generating aggregate gross proceedsunits in this offering per Anchor Investor. Approximately 99.3% of $30,000,000 and incurring $1,650,000the units sold in underwriting fees comprised of an initial payment of $600,000 and $1,050,000 of deferred underwriting commissions.
this offering were purchased by the Anchor Investors.
On October 22, 2021, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Warrant Purchase Agreement, the Company completed the Private Placement of 8,000,000 Private Placement Warrants at a purchase price of $1.00 per warrant to the Sponsor, generating gross proceeds to the Company of $8,000,000 (the “Private Placement Proceeds”). On November 15, 2021, simultaneously with the sale of the Over-allotment Units, the Company completed a private placement of 900,000 Additional Private Placement Warrants, generating gross proceeds to the Company of $900,000. The Additional Private Placement Warrants are identical to the warrants included in the Units sold in the Initial Public Offering, except that the Additional Private Placement Warrants (i) will not initially be registered under the Securities Act of 1933 and therefore will not be eligible for offer, sale, transfer or other disposition unless and until so registered or an exemption from registration applies and (ii) will be subject to transfer restrictions pursuant to lock-up provisions in a letter agreement entered with the Company.Note
5
Note 4 -— Related Party Transactions
Founder Shares
In March 2021, the Sponsorour sponsor subscribed for an aggregate of 8,625,000 Class B ordinary shares, par value $0.0001$0.001 per share, for an aggregate purchase price of $25,000 (“founder shares”). On September 17, 2021, the Sponsorour sponsor effected a surrender of 2,875,000 Class B ordinary shares to the company for 0no consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000, such that the total number of founder shares would represent 20% of the total number of ordinary shares outstanding upon completion of this offering (of which 750,000 Class B ordinary shares are subject to forfeiture if the underwriters do not exercise their overallotment option). Prior to the initial investment in the company of $25,000 by our sponsor, we had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued.
On November 15, 2021, the underwriters’ fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture.
Ten
Anchor Investors entered into Investment Agreements (the “Investment Agreements”) with the Sponsor and the Company pursuant to which they purchased 1,250,000 Founder shares of the Company, par value $0.0001 per share, from the Sponsor for $0.005
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per share. The Company considers the excess fair value of the Founder Shares issued to the anchor investors above the purchase price as offering costs and reduced the gross proceeds by this amount. The Company has valued the excess fair value over consideration of the founder shares sold to the anchor investors at $8,300,000.$8,306,250. The excess of the fair value over consideration of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and was charged to shareholder’s equityagainst the carrying value of Class A ordinary shares upon the completion of the Initial Public Offering.
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Administrative SupportServices Agreement
The Company entered into an agreementAdministrative Services Agreement pursuant to which the Company will pay an affiliate of theour Sponsor up toa total of $10,000
per month, until the earlier of the completion of the initial Business Combination and the liquidation of the trust assets, for office space, secretarialutilities, administrative and administrativesupport services. Commencing on October 21,Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2022 and March 31, 2021, the Company will pay theseexpensed $30,000 and $0 in monthly fees until either the completion of a Business Combination or its liquidation.administrative support services, respectively.
Promissory Note — RelatedNote-Related Party
On March 5, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory“Original Note”), pursuant to which the Company may borrow up to an aggregate principal amount of
$300,000.
$300,000. The PromissoryOriginal Note iswas a
non-interest
bearing and was payable on the earlier of (i) March 15, 2022 or (ii) the consummation of the Proposed Public Offering. The Sponsor cancelled the Original Note on October 25, 2021, and issued an amended Promissory Note to the Company (the “Amended Note”). The outstanding balance of the Original Note at the time of cancellation was $180,361, which was transferred over to the Amended Note at the time of issuance. The Amended Note is a
non-interest
bearing note that allows the company to borrow up to an aggregate of $1,500,000.
The Amended Note includes a provision that allows the Sponsor to convert up to $1,500,000 of any unpaid principal on the note into warrants of the post-business combination entity at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability, and exercise period. As of March 31, 2022 and December 31, 2021, the Company has borrowed $222,562 and $208,461 under the promissory amended note, respectively, and will become payable on the earlier of (i) April 22, 2023 or (ii) the consummation of the Initial Public Offering. As of September 30, 2021, the Company has borrowed
$174,605
under the promissory note with the Sponsor, which became due upon demand on October 22, 2021.Business Combination.
Private Placement Warrants
The Sponsor agreed to purchasepurchased an aggregate of 8,000,000 Private Placement Warrants, (or 8,900,000 Private Placement Warrants if the underwriter’s over-allotment option is exercised in full), at a price of $1.00 per Private Placement Warrant, or approximately $8,000,000 in the aggregate, (or $8,900,000 if the underwriter’s over-allotment option is exercised in full) in a private placement that occurred simultaneously with the closing of the Proposed Public Offering.IPO. An additional 900,000 Private Placement Warrants were purchased upon the Underwriter’s exercise of over-allotment option in full. Each Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per ordinary share. A portion of the proceeds from the sale of the private placement warrants and the sale of forward purchase units to the Sponsor will bewere added to the proceeds from the Proposed Public OfferingIPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be
non-redeemablenon-redeemable.
(except as described below in Note 5 under “Warrants-Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00”) so long as they are held by the initial purchasers or their permitted transferees.
The purchasers of the Private Placement Warrants will agree,agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination.
Related Party Loans
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. 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. As of September 30, 2021, there were 0To date, the Company had no borrowings under the Working Capital Loans outstanding.Loans.
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Note 5 -
6
— Commitments Andand Contingencies
Registration and Shareholders Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), will be entitled to registration rights pursuant to a registration rights agreement to be signed
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prior to the consummation of the Proposed Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement will provide that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable
lock-up
period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Warrant amendments
The warrant agreement provides that the terms of the warrants may be amended without the consent of any shareholder or warrant holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, the Company may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least a majority of the then outstanding public warrants approve of such amendment. Although the Company’s ability to amend the terms of the public warrants with the consent of at least a majority of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.
Underwriting Agreement
The Company paid an underwriting discount of 2.0% of the per Unit offering price to the Underwriter at the closing of the Initial Public Offering, with an additional fee of 3.5% of the gross offering proceeds payable only upon the Company’s completion of its Initial Business Combination (the “Deferred Discount”). The Deferred Discount of $7,000,000$8,050,000 will become payable to the Underwriter from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination.
The Company has granted the Underwriter a
45
-day45-day
option to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.
The Underwritersunderwriter exercised thetheir over-allotment option in full on November 11, 2021, and the closing of the issuance and sale of the additional 3,000,000 units (the “Over-Allotment Units”) occurred on November 15, 2021. In connection with the over-allotment exercise, the Company issued 3,000,000 Over-Allotment Units, representing 3,000,000 Ordinary Shares and 1,500,000 public warrants at a price of $10.00 per Unit, generating total gross proceeds of $30,000,000.
Note
6-Warrant7
— Warrant Liabilities
The Company will accountaccounted for the 18,000,00020,400,000 warrants issued in connection with the ProposedInitial Public Offering (the 10,000,00011,500,000 Public Warrants and the 8,000,0008,900,000 Private Placement Warrants assuming the underwriters’ over-allotment option is not exercised)Warrants) in accordance with the guidance contained in ASC
815-40.
Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant mustmuch be recorded as a liability. Accordingly, the Company will classifyclassifies each warrant as a liability at its fair value. This liability is subject to
re-measurement
at each balance sheet date. With each such
re-measurement,
the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statement of operations.
Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. The Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Warrants may only be exercised for a whole numberOffering and will expire five years after the completion of shares. NaNthe Initial Business Combination or earlier upon redemption or liquidation. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Proposed Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the
60
th business day after the closing of the initial Business Combination or (ii) a notice of redemption described under “Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00”). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with
 
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Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
The warrants have an exercise price of each Warrant is $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.adjustment as described herein. In addition, if (x) the Company issueswe issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initialInitial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary sharesshare (with such issue price or effective issue price to be determined in good faith by theour board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrantsWarrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants for Class A ordinary shares” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.Price.
The Private Placement Warrants are identical towill become exercisable on the later of:
30 days after the completion of the Initial Business Combination or,
12 months from the closing of the Initial Public Warrants, exceptOffering;
provided in each case that so long as they are held bywe have an effective registration statement under the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (includingSecurities Act covering the Class A ordinary shares issuable upon exercise of these warrants)the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement).
The Company is not registering Class A ordinary shares issuable upon exercise of the Warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days, after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A ordinary shares is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not subjectbe required to certain limited exceptions,file or maintain in effect a registration statement, but the Company will be transferred, assignedrequired to use its best efforts to register or sold byqualify the Sponsor until 30 daysshares under applicable blue sky laws to the extent an exemption is not available.
The Warrants will expire five years after the completion of the initialInitial Business Combination (iii) they mayor earlier upon redemption or liquidation. On the exercise of any Warrant, the Warrant exercise price will be exercised bypaid directly to us and not placed in the holders on a cashless basis and (iv) are subject to registration rights.Trust Account.
Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds
$18.00: Once the warrantsWarrants become exercisable, the Company may redeem the outstanding warrantsWarrants for cash (except as described herein with respect to the Private Placement Warrants):
 
inIn whole and not in part;
 
atAt a price of $0.01 per warrant;Warrant;
 
uponUpon a minimum of 30 days’ prior written notice of redemption;redemption, referred to as the
30-day
redemption period; and
 
if, and only if, the last reported sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, dividends, reorganization, recapitalizations, and the like) for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).holders.
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The Company will not redeem the warrants as described aboveWarrants for cash unless an effectivea registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrantsWarrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the
30-day
redemption period. Any such exercise would not be on a cashless basisIf and would require the exercising warrant holder to pay the exercise price for each warrant being exercised.
Redemption of warrants when the price per shareWarrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Except as described below, none of Class A ordinary shares equalsthe Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or exceedstheir permitted transferees.
$10.00:
Once the warrantsWarrants become exercisable, the Company may redeem the outstanding warrants:Warrants (except as described below with respect to the Private Placement Warrants):
 
in whole and not in part;
 
at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption,Warrant, provided that holders will be able to exercise their warrantsWarrants on a cashless basis after receiving notice of redemption but prior to redemption and receive that number of Class A ordinary shares to be determined in part by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares;shares except as otherwise below;
upon a minimum of 30 days’ prior written notice of redemption; and
 
if, and only if, the Reference Valuelast sale price of the Company’s Class A ordinary shares equals or exceeds $10.00 per share (as adjusted); and
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if, and only if the Reference Value is less than $18.00 per share (as adjusted),adjusted for share splits, dividends, reorganizations, recapitalizations, and the private placement warrants must also be concurrently called for redemptionlike) on the same terms astrading day prior to the outstanding public warrants. date on which we send the notice of redemption to the warrant holders.
The “fair market value” of the Company’s Class A ordinary shares shall mean the volume-weighted average reported last sale price of the Company’s Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of ourWarrants.
No fractional Class A ordinary shares per warrant (subjectwill be issued upon redemption. If, upon redemption, a holder would be entitled to adjustment).
In no event willreceive a fractional interest in a share, the Company be requiredwill round down to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outsidenearest whole number of the Trust Account withnumber of Class A ordinary shares to be issued to the respect to such warrants. Accordingly, the warrants may expire worthless.holder.
Note 7 - Shareholder’s
8
— Shareholders’ Deficit
Preference Sharesshares –
 — 
The Company is authorized to issue 5,000,000 shares of preference shares, with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30,As of March 31, 2022 and December 31, 2021, there were 0 shares of preference shares issued or outstanding.
Class
 A ordinary shares –
 A Ordinary Shares
 — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. HoldersAs of Class A ordinary shares are entitled to one vote for each share. At September 30,March 31, 2022 and December 31, 2021, there were 0 Class A ordinary shares issued and outstanding.outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption.
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Class
 B ordinary shares –
 B Ordinary Shares
 — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At September 30,On March 31, 2022 and December 31, 2021, there were 5,750,000 Class B ordinary shares were issued and outstanding.
Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares shall have the right to vote on the election of the Company’s directors prior to the initial Business Combination.
The Class B founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder, on a
one-for-one
basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all Class A ordinary shares issued and outstanding upon the completion of this offering, plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination. Prior to our initial business combination, holders of the Class B ordinary shares will have the right to appoint all of our directors and may remove members of the board of directors for any reason in any general meeting held prior to or in connection with the completion of our initial business combination. On any other matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law and subject to the amended and restated Memorandummemorandum and Articlesarticles of Association.association.
Note 8 -
9
—Fair Value Measurements
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.
   
Description
   
Level
   
Fair Value
 
March 31, 2022
   Marketable securities    1   $232,401,196 
December 31, 2021
   Marketable securities    1   $232,320,844 
The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.
March 31, 2022
  
Level 1
   
Level 2
   
Level 3
   
Total
 
Derivative liabilities:
                    
Public Warrants
  $4,598,850   $—     $—     $4,598,850 
Private Placement Warrants
   —      3,559,110    —      3,559,110 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total liabilities
  $4,598,850   $3,559,110   $—     $8,157,960 
   
 
 
   
 
 
   
 
 
   
 
 
 
December 31, 2021
  
Level 1
   
Level 2
   
Level 3
   
Total
 
Derivative liabilities:
                    
Public Warrants
  $6,900,000   $—     $—     $6,900,000 
Private Placement Warrants
   —      5,340,000    —      5,340,000 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total liabilities
  $6,900,000   $5,340,000   $—     $12,240,000 
   
 
 
   
 
 
   
 
 
   
 
 
 
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On December 9, 2021, the Public Warrants surpassed
the 52-day threshold
waiting period to be publicly traded in accordance with the Prospectus filed October 21, 2021. Once publicly traded, the observable input qualifies the liability for treatment as a Level 1 liability. As such, as of March 31, 2022 and December 31, 2021, the Company classified the Public Warrants as Level 1. The Private Warrants were valued based on the trading price of Public Warrants, which is considered to be a Level 2 fair value measurement. To estimate the value of the Private Placement Warrants, the Company used the public trading price of the Public Warrants. This value was adjusted to reflect the value of the issuer call provision of the Public Warrants, as this right is not applicable to the Private Placement Warrants unless they are sold by the initial holders. There were 0 transfers between fair value levels during the three months ended March 31, 2022.
The following table presents a summary of the changes in the fair value of Derivative Warrant Liabilities:
   
Public

Warrant
Liability
   
Private

Warrant
Liability
   
Total
 
Fair value on January 1, 2022
   6,900,000    5,340,000    12,240,000 
Change in fair value (gain)
   2,301,150    1,780,890    4,082,040 
   
 
 
   
 
 
   
 
 
 
Fair value as of March 31, 2022
  $4,598,850   $3,559,110   $8,157,960 
   
 
 
   
 
 
   
 
 
 
Note
10
— Subsequent Events
The Company
Management has evaluated the impact of subsequent events and transactions that occurred after the balance sheet date up tothrough the date that the unaudited condensed financial statements were issued.reissued. Based upon this review, the Company did not identify any subsequent events that would have not been disclosedrequired adjustment or disclosure in the unaudited condensed financial statements, other than as described below:statements.
On October 22, 2021, the Company consummated its Initial Public Offering of 20,000,000 units. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. See Note 3 for additional information. Occurring simultaneously with the consummation of the IPO, the Company completed the sale of 8,000,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, to the Sponsor.
 
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On November 11, 2021, the underwriter exercised their over-allotment option in full, resulting in an additional 3,000,000 units (the “Over-Allotment Units”) being issued and sold on November 15, 2021. In connection with the over-allotment exercise, the Company issued 3,000,000 Over-Allotment Units, representing 3,000,000 Ordinary Shares and 1,500,000 public warrants at a price of $10.00 per Unit, generating total gross proceeds of $30,000,000. Substantially concurrently with the closing of the sale of the Over-Allotment Units, the Company completed the private sale of 900,000 Private Placement Warrants to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $900,000.
A total of $232,300,000
of the net proceeds from the sale of the units in the IPO (including the Over-Allotment Units) and the private placements which occurred on October 22, 2021 and November 15, 2021, respectively were placed in a trust account established for the benefit of the Company’s public shareholders. See Note 4 for additional information.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this annual report on Form
10-Q
(the “Annual Report”) to “we,” “us” or the “Company” refer to Worldwide Webb Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Worldwide Webb Acquisition Sponsor, LLC. The following discussion and analysis of the Company’sour financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report.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 Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act 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 Form
10-Q
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 U.S. Securities and Exchange Commission (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 newly incorporated blank check company, incorporated in the Cayman Islands on March 5, 2021, formedas a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar Business Combinationbusiness combination with one or more businesses. We have not selected any business combination target. We intend to effectuate our Business Combinationinitial business combination using cash derived from the proceeds of the Initial Public Offeringour IPO and the sale of the Private Placement Warrants,private placement warrants, our shares, debt or a combination of cash, shares and debt.
The issuance of additional ordinary shares or preference shares in a business combination:
may significantly dilute the equity interest of investors in our IPO, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than
one-to-one
basis upon conversion of the Class B ordinary shares;
may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares;
could cause a change of control if a substantial number of our ordinary shares is issued, which result in the resignation or removal of our present directors and officers;
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;
may adversely affect prevailing market prices for our units, ordinary shares and/or warrants; and
may not result in adjustment to the exercise price of our warrants.
Similarly, if we issue debt or otherwise incur significant indebtedness, it could result in:
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
our inability to pay dividends on our ordinary shares;
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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares, expenses, capital expenditures, acquisitions and other general corporate purposes;
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
Results of Operations and Known Trends or Future Events
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for our IPO. Following our IPO, we will not generate any operating revenues until after completion of our initial business combination. We will generate
non-operating
income in the form of interest income on cash and cash equivalents after our IPO. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After our IPO, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to continue to incur significant costs inincrease substantially after the pursuitclosing of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
IPO.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from theinception through March 5, 2021 (inception) through September 30, 202131, 2022 were organizational activities, and those necessary to prepare for the Initial Public Offering, and searchingdescribed below, the Company’s search for a target described below.business with which to complete a Business Combination and activities in connection with the proposed Transactions. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We expect to generate
non-operating
income in the form of interest income from the proceeds from the Initial Public Offering.on marketable securities. We expect that we will incur increasedare incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing a Business Combination.
For the three months ended September 30,March 31, 2022, we had net income of $3,799,755, which consists of formation and operating costs of $(362,637), offset by an unrealized gain on marketable securities held in the Trust Account of $80,352, and a gain from the change in fair value of derivative warrant liabilities of $4,082,040.
For the period from March 5, 2021 (inception) through March 31, 2021, we had a net loss of $375,$(12,538), which only consistedwas comprised of formation and operating costs of $375.$(12,538).
For the period from the March 5, 2021 (inception) through September 30, 2021, we had a net loss of $31,476, which only consisted of formation costs of $31,476.
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Liquidity and Capital Resources
Until the consummation of the Initial Public Offering, the Company’s only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from our Sponsor.
On October 22, 2021, we consummated the Initial Public Offering of 20,000,000 Unitsshares, at a price of $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 8,000,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrantwarrant, generating gross proceeds of $8,000,000. On November 15, 2021, the underwriters exercised their overallotment option to purchase 3,000,000 ordinary shares and 1,500,000 public warrants, at a price of $10.00 per Unit, generating gross proceeds of $30,000,000. Also on November 15, 2021, we consummated additional sale of 900,000 Private Placement Warrants to the Sponsor at a price of $1.00 per warrant, generating gross proceeds of $900,000.
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Following the Initial Public Offering and the sale of the Private Placement Warrants, a total of $202,000,000$232,300,000 was placed in the Trust Account. TransactionWe incurred $21,834,402 in transaction costs, amounted to $21,995,104 consisting of $4,818,000including $4,600,000 of underwriting commissions, $8,431,500fees, $8,050,000 of deferred underwriting commissions,fees and $8,745,604$9,184,402 of other offering costs related to the Initial Public Offering. Approximately $8,306,250 of these expenses are
non-cashcosts.
offering costs associated with the Class B shares purchased by the anchor investors.
For the period from thethree months ended March 5, 2021 (inception) through September 30, 2021,31, 2022, cash used in operating activities was $89. A net loss$(228,196). Net income of $31,476$3,799,755 was offset by Formationformation and operating expenses funded by thenote payable through Sponsor of $9,091, formation and operating expenses paid by the Sponsor$6,000, interest earned on investment held in exchange for Founder SharesTrust Account of $20,421,$(80,352), changes in fair value of derivative warrant liabilities of $(4,082,040), and changes in operating assets and liabilities, which used $1,875generated $128,441 of cash.
As of September 30, 2021, we did not hold cash held in the trust account. We intend to use substantially all of the funds that will be held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, any remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of September 30, 2021 and October 22, 2021,March 31, 2022, we had cash of $265 and $1,962,109, respectively.$255,008. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.
As of March 31, 2022, we had cash and marketable securities held in the Trust Account of $232,401,196. We may withdraw interest to pay our income taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete our Business Combination. To the extent that our share capital is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
In order to fund working capital deficiencies or finance transaction costs in connection with a 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 a Business Combination, we maywould repay such loaned amounts out of the proceeds of the Trust Account released to us.amounts. In the event that a 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 warrants, at a price of $1.00 per warrant unit at the option of the lender. The warrants would be identical to the Private Placement Warrants.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking
in-depth
due diligence and negotiating a 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 our 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.
Off-Balance
Sheet Financing Arrangements
We have no obligations, assets, or liabilities, which would be considered
off-balance
sheet arrangements as of September 30, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating
off-balance
sheet arrangements. We have not entered into any
off-balance
sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any
non-financial
assets.
Contractual ObligationsGoing Concern
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the SponsorOn a monthly fee of $10,000 for office space, utilities and secretarial and administrative support services provided to the Company. We began incurring these fees on October 21, 2021 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation.
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The underwriter is entitled to a deferred fee of $0.35 per Unit, or $7,000,000routine basis, we assess going concern considerations in the aggregate. The deferred fee will become payable to the underwriter 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.
Pursuant to a registration rights agreement entered into on October 21, 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) will be entitled to registration rights. The holders of the majority 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 rightsaccordance with respect to registration statements filed subsequent to completion of a Business Combination. However, the registration 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 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.
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 period reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies.
Derivative Warrant Liability
We account for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities
205-40
“Presentation of Financial Statements — Going Concern”. As of March 31, 2022, we had $255,008 in our operating bank account, working capital of $242,401, and $232,401,196 of securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem our ordinary shares in connection therewith. We believe that we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of a business combination or one year from Equity (“ASC 480”)this filing. However there is a risk that our liquidity may not be sufficient. The Sponsor intends, but is not obligated to, provide us with Working Capital Loans to sustain operations in the event of a liquidity deficiency.
We have until April 22, 2023 to consummate a Business Combination. If a Business Combination is not consummated by this date and ASC 815, Derivativesan extension is not requested by the Sponsor there will be a mandatory liquidation and Hedging (“ASC 815”).subsequent dissolution of the Company. Uncertainty related to consummation of a Business Combination raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities to reflect a required liquidation after April 22, 2023.
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Controls and Procedures
We are not currently required to evaluate and report on an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control reporting requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2022. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.
Prior to the closing of our IPO, we did not completed an assessment, nor did our registered independent accounting firm test our systems, of internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and
mid-sized
target businesses we may consider for our initial business combination may have internal controls that need improvement in areas such as:
staffing for financial, accounting and external reporting areas, including segregation of duties;
reconciliation of accounts;
proper recording of expenses and liabilities in the period to which they relate;
evidence of internal review and approval of accounting transactions;
documentation of processes, assumptions and conclusions underlying significant estimates; and
documentation of accounting policies and procedures.
Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.
Once our management’s report on internal controls is complete, we will retain our registered independent accounting firm to audit and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act. The assessment considers whetherindependent auditors may identify additional issues concerning a target business’s internal controls while performing their audit of internal control over financial reporting.
Related Party Transactions
In March 2021, our sponsor subscribed for an aggregate of 8,625,000 Class B ordinary shares, par value $0.0001 per share, for an aggregate purchase price of $25,000. On September 17, 2021, our sponsor effected a surrender of 2,875,000 Class B ordinary shares to the Warrants are freestanding financial instrumentscompany for no consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000, such that the total number of founder shares would represent 20% of the total number of ordinary shares outstanding upon completion of our IPO.
We have entered into an Administrative Services Agreement pursuant to ASC 480, meetwhich we pay our sponsor a total of $10,000 per month for office space, utilities, secretarial, administrative and support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
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Our sponsor, directors and officers, or any of their respective affiliates, will be reimbursed for any
out-of-pocket
expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, directors, officers or our or any of their respective affiliates and will determine which expenses and the definitionamount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of
out-of-pocket
expenses incurred by such persons in connection with activities on our behalf.
In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our directors and officers 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 out of the proceeds of the trust account released to us. Otherwise, such loans may be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a liabilityportion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsor. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor 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.
Our sponsor purchased an aggregate of 8,900,000 private placement warrants at a price of $1.00 per warrant ($8,900,000 in the aggregate) in a private placement that occurred simultaneously with the closing of our IPO. Each private placement warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. The private placement warrants are identical to the warrants sold as part of the units in our IPO except that, so long as they are held by our sponsor or its permitted transferees: (1) they will not be redeemable by us (except under certain circumstances when the price per Class A ordinary share equals or exceeds $10.00); (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.
Pursuant to a registration rights agreement entered into with our initial shareholders and anchor investors, we may be required to register certain securities for sale under the Securities Act. These holders, and holders of warrants issued upon conversion of working capital loans, if any, are entitled under the registration rights agreement to make up to three demands that we register certain of our securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to ASC 480,Rule 415 under the Securities Act. In addition, these holders have the right to include their securities in other registration statements filed by us. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their
lock-up
restrictions, as described herein. We will bear the costs and whetherexpenses of filing any such registration statements. See “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters—Registration Rights.”
Off-Balance Sheet
Arrangements; Commitments and Contractual Obligations; Quarterly Results
As of March 31, 2022, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of
Regulation S-K
and did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this report as we have conducted no operations to date.
JOBS Act
On April 5, 2012, the Warrants meetJOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be 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.
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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: (1) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; (2) provide all of the requirementscompensation disclosure that may be required of
non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (3) 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); and (4) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for equity classification under ASC 815, including whethera period of five years following the Warrants are indexed to our own ordinary shares and whether the holders of Warrants could potentially require “net cash settlement” in a circumstance outsidecompletion of our control, among other conditions for equity classification. This assessment, which requires the use of professional judgment,IPO or until we are no longer an “emerging growth company,” whichever is conducted at the time of issuance of the Warrants 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, such 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, such Warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability-classified Warrants are recognized as a
non-cash
gain or loss on the statements of operations.
We account for the Warrants in accordance with the guidance contained in ASC
815-40
under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities.
Accordingly, we will classify the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to
re-measurement
at each balance sheet date until exercised, and any change in fair value is recognized in our unaudited condensed statement of operations.earlier.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of September 30, 2021,March 31, 2022, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in certain U.S. government obligations with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2021,March 31, 2022, as such term is defined in Rules
13a-15(e)
and
15d-15(e)
under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of the evaluation date, our disclosure controls and procedures (as definedwere not effective due to the material weakness described below.
In connection with the preparation of our financial statements for the 
period ending June 30, 2022
, we identified certain errors relating to the duplication of legal fee accrual. These errors have been remedied in Rules
13a-15(e)
and
15d-15(e)
under the Exchange Act) were effective.current accompanying condensed financial statements and are now appropriately restated. As part of such process, management concluded that a material weakness in internal control over financial reporting existed related to the process of recording accruals. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during this fiscal quarter of 20212022 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.reporting, except as stated below.
In light of the material weakness described above, we plan to enhance our processes to identify and record potential accruals. Our plans at this time include increased communication with third-party service providers and additional procedures to ensure that accruals recorded in the company’s financial statements have sufficient documentation to determine accuracy. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
 
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PART II - II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
In addition to the other information set forth in this Quarterly Report on Form
10-Q,
you should carefully consider the risks discussed in our final prospectus annual report on Form
10-K
filed with the SEC on October 21, 2021 (“Final Prospectus”). Additional risksApril 1, 2022. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
In connection with the recent restatements of our financial statements, our management has concluded that our disclosure controls and uncertaintiesprocedures were not currently knowneffective as of March 31, 2022 due to a material weakness in internal control over financial reporting solely related to the process of recording accruals and the accounting of complex financial instruments. If we are unable to maintain an effective system of disclosure controls and procedures and internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us or that we currently deem to be immaterial also mayand materially and adversely affect our business and financial condition,results.
A material weakness is a deficiency, or future results. Therea combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We expect to take steps to remediate the material weakness, but there is no assurance that any remediation efforts will ultimately have been nothe intended effects.
If we identify any new material changesweaknesses in the risk factors discussedfuture, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our Final Prospectus.financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.
We may face litigation and other risks as a result of the material weaknesses in our internal control over financial reporting.
We have restated our financial statements for the period from March 5, 2021 (inception) through December 31, 2021 and our unaudited condensed financial statements as of March 31, 2022. The restatements are on Form 10-K/A and Form 10-Q/A filed with the SEC on August 24, 2022. As a result of material weaknesses that we have identified in our internal control over financial reporting, the restatement, the adjustments relating to the overstatement of accrued expenses, and other matters raised or that may in the future be raised by the SEC or others, we may be subject to potential litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. We can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form
10-Q.
 
No.
  
Description of Exhibit
  31.1  Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32.1  Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS  Inline XBRL Instance Document
101.CAL  Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH  Inline XBRL Taxonomy Extension Schema Document
101.DEF  Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB  Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE  Inline XBRL Taxonomy Extension Presentation Linkbase Document
104  Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
 
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  
WORLDWIDE WEBB ACQUISITION CORP.
Date: December 6, 2021August 24, 2022   
/s/ Daniel S. Webb
  Name: Daniel S. Webb
  Title: Chief Executive Officer and Chief Financial Officer
 
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