10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐ 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 001-40266

MAGNUM OPUS ACQUISITION LIMITED

(Exact name of registrant as specified in its charter)

Cayman Islands	N/A
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Unit 1009, ICBC Tower

Three Garden Road

Central, Hong Kong

(Address of principal executive offices and zip code)

(852) 3757 9857

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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, $0.0001 par value, and one-half of one redeemable warrant	OPA.U	The New York Stock Exchange
Class A ordinary shares, $0.0001 par value	OPA	The New York Stock Exchange
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	OPA WS	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 (Section 232.405 of this chapter) during the preceding 12 months (or 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 the 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 November 15, 2021, there were 20,000,000 shares of the registrant’s Class A ordinary shares, par value $0.0001 per share, issued and outstanding, and 5,000,000 shares of the registrant’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

MAGNUM OPUS ACQUISITION LIMITED

TABLE OF CONTENTS

		Page
PART 1 – FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements
	Condensed Balance Sheet as of September 30, 2021 (Unaudited)	1
	Unaudited Condensed Statement of Operations for the Three Months ended September 30, 2021 and for the Period from January 22, 2021 (inception) through September 30, 2021	2
	Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Three Months ended September 30, 2021 and for the Period from January 22, 2021 (inception) through September 30, 2021	3
	Unaudited Condensed Statement of Cash Flows for the Period from January 22, 2021 (inception) through September 30, 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	24
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
SIGNATURES		27

MAGNUM OPUS ACQUISITION LIMITED

CONDENSED BALANCE SHEET

SEPTEMBER 30, 2021

(UNAUDITED)

ASSETS
Current assets:
Cash	$	891,406
Prepaid expenses		202,436
Total current assets		1,093,842
Investments held in Trust Account		200,006,205
Total assets	$	201,100,047
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	24,960
Accrued offering cost		7,780
Due to related parties		129
Total current liabilities		32,869
Deferred underwriting fee payable		7,000,000
Warrant liabilities		18,620,000
Total liabilities		25,652,869
Commitments
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value		200,000,000
Shareholders' Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 20,000,000 shares issued and no shares outstanding (excluding 20,000,000 shares subject to possible redemption)		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,000,000 shares issued and outstanding		500
Additional paid-in capital		—
Accumulated deficit		(24,553,322)
Total shareholders' deficit		(24,552,822)
Total liabilities and shareholders' deficit	$	201,100,047

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

1

MAGNUM OPUS ACQUISITION LIMITED

CONDENSED STATEMENT OF OPERATIONS

(UNAUDITED)

			For the period from
			January 22, 2021
	Three months ended		(inception) through
	September 30, 2021		September 30, 2021
Formation and operating costs	$	254,268	$	493,560
Expensed offering costs		—		867,351
Loss from operations		(254,268)		(1,360,911)
Interest income on Trust Account		3,021		6,205
Loss on sale of private placement warrants		—		(2,880,000)
Change in fair value of warrant liabilities		(5,180,000)		5,060,000
Net (loss) income	$	(5,431,247)	$	825,294
Basic and diluted weighted average shares outstanding, Class A ordinary shares		20,000,000		15,059,761
Basic and diluted net (loss) income per share of ordinary share, Class A ordinary shares	$	(0.22)	$	0.04
Basic and diluted weighted average shares outstanding, Class B ordinary shares		5,000,000		4,920,319
Basic and diluted net (loss) income per share of ordinary share, Class B ordinary shares	$	(0.22)	$	0.04

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

2

MAGNUM OPUS ACQUISITION LIMITED

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

	Ordinary Shares
							Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - January 22, 2021 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of Class B ordinary shares to Sponsor	—		—	5,750,000		575		24,425		—		25,000
Accretion of Class A ordinary shares to redemption amount, as restated	—		—	—		—		(24,425)		(25,378,691)		(25,403,116)
Net loss	—		—	—		—		—		(4,885,251)		(4,885,251)
Balance at March 31, 2021, as restated	—	$	—	5,750,000	$	575	$	—	$	(30,263,942)	$	(30,263,367)
Forfeiture of Class B ordinary shares	—		—	(750,000)		(75)		—		75		—
Net income	—		—	—		—		—		11,141,792		11,141,792
Balance at June 30, 2021, as restated	—	$	—	5,000,000	$	500	$	—	$	(19,122,075)	$	(19,121,575)
Net loss	—		—	—		—		—		(5,431,247)		(5,431,247)
Balance – September 30, 2021	—	$	—	5,000,000	$	500	$	—	$	(24,553,322)	$	(24,552,822)

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

3

MAGNUM OPUS ACQUISITION LIMITED

CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JANUARY 22, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

(UNAUDITED)

Cash Flows from Operating Activities:
Net income	$	825,294
Adjustments to reconcile net income to net cash used in operating activities:
Expensed offering costs		867,351
Interest income on investments held in Trust Account		(6,205)
Loss on sale of private placement warrants		2,880,000
Change in fair value of warrant liabilities		(5,060,000)
Changes in operating assets and liabilities:
Prepaid expenses		(202,436)
Accrued expenses		24,960
Due to related parties		129
Net cash used in operating activities		(670,907)
Cash Flows from Investing Activities:
Cash deposited in Trust Account		(200,000,000)
Net cash used in investing activities		(200,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares to Sponsor		25,000
Proceeds from initial public offering, net of underwriter's discount paid		196,000,000
Proceeds from sale of private placement warrants		6,000,000
Offering costs paid		(462,687)
Net cash provided by financing activities		201,562,313
Net Change in Cash		891,406
Cash — Beginning of Period		—
Cash — End of Period	$	891,406
Supplemental disclosure of noncash investing and financing activities:
Accretion of Class A ordinary shares subject to redemption to redemption value	$	25,403,116
Deferred underwriting fee payable	$	7,000,000
Offering costs included in accrued offering costs	$	7,780
Forfeiture of Class B ordinary shares	$	75

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

4

MAGNUM OPUS ACQUISITION LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2021

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Magnum Opus Acquisition Limited (the “Company”) is a blank check company incorporated in the Cayman Islands on January 22, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2021, the Company had not commenced any operations. All activity for the period from January 22, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”).

The registration statement for the Company’s Initial Public Offering was declared effective on March 22, 2021. On March 25, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Magnum Opus Holdings LLC (the “Sponsor”), generating gross proceeds of $6,000,000, which is described in Note 5.

Transaction costs amounted to $11,470,467, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees, and $470,467 of other offering costs. In addition, as of September 30, 2021, cash of $891,406 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes.

Following the closing of the Initial Public Offering on March 25, 2021, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the "Investment Company Act"), which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the 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. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) 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 in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

5

MAGNUM OPUS ACQUISITION LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated 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 other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.

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

The Sponsor has agreed to waive (i) redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held by it in connection with a shareholder vote to amend its Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other material provision relating to shareholders’ rights or pre-initial business combination activity and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held if the Company fails to complete an initial Business Combination within 24 months from the closing of the Initial Public Offering. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within 24 months from the closing of the Initial Public Offering.

The Company will have until March 25, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less franchise and income taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) 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 assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

6

MAGNUM OPUS ACQUISITION LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less franchise and income taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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, 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.

Business Combination Agreement

On August 26, 2021, the Company, Integrated Whale Media Investment Inc., a BVI business company incorporated in the British Virgin Islands, in its capacity as a seller (“IWM”), and shareholders’ representative (the “Shareholders’ Representative”), Highlander Management LLC, a limited liability company incorporated in the State of Delaware (“Highlander”, and together with IWM, the “Sellers”), Forbes Global Holdings Inc., a BVI business company incorporated in the British Virgin Islands that is wholly-owned subsidiary of IWM (“FGH”), and Forbes Global Media Holdings, Inc., a BVI business company incorporated in the British Virgin Islands (“Forbes”), entered into a business combination agreement (as it may be amended from time to time, the “Business Combination Agreement”), which provides that the Company will purchase from IWM and Highlander, directly or indirectly, all of the shares of FGH and Forbes, and the outstanding options of Forbes held by each optionholder (the “Optionholders”) (whether vested or unvested) will be cancelled in exchange for a combination of cash and newly issued ordinary shares of the Company, par value $0.0001 per share, valued at $10.00 per share. Following the consummation of the transactions, the Company will directly or indirectly hold 100% of the issued share capital of FGH and Forbes.

Subject to the terms of the Business Combination Agreement, the aggregate consideration to be paid to Forbes’s equityholders in connection with the Business Combination is expected to be valued at $620,000,000, subject to adjustments for cash and cash equivalents, indebtedness and net working capital of the target companies relative to a target as of the closing of the Business Combination (the “Closing Consideration”), which will be paid in a combination of cash and newly issued ordinary shares of the Company. The aggregate cash consideration will be an amount equal to the Company’s cash and cash equivalents as of the Closing (including proceeds in connection with the Private Placement (as defined below) and the funds in the Company’s trust account as of the Closing), plus cash and cash equivalents of the target companies, minus unpaid transaction expenses of the Company as of the Closing, minus unpaid transaction expenses of the Company and the target companies as of the Closing, minus unpaid transaction expenses of the Company and the target companies as of the Closing, minus transaction expenses of the Sellers and the target companies, minus $145,000,000. The remainder of the Closing Consideration will be paid in a number of newly issued ordinary shares of the Company valued at $10.00 per share.

PIPE Financing

Concurrently with the execution of the Agreement, the Company entered into subscription agreements with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to purchase an aggregate of 40,000,000 Class A ordinary shares of the Company in a private placement for $10.00 per share for aggregate gross proceeds of $400,000,000 (the “PIPE Financing”). The proceeds from the PIPE Financing will be used to partially fund the cash consideration to be paid to IWM, Highlander and the optionholders of FGMH at the Closing, with any remainder used to fund working capital of the Company following Closing.

7

MAGNUM OPUS ACQUISITION LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

Going Concern Consideration

As of September 30, 2021, the Company had $891,406 in cash held outside of the Trust Account and working capital of $1,060,973. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company's ability to continue as a going concern for the earlier of the consummation of a Business Combination or one year from this filing. Management plans to address this uncertainty through the Business Combination as discussed above. There is no assurance that the Company's plans to consummate the Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic 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 the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In accordance with the SEC staff 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. The Company had previously classified a portion of the Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company restated its financial statements to classify all Class A ordinary shares as temporary equity at redemption value and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity.

The reclassification of amounts from permanent equity to temporary equity resulted in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata between Class A and Class B shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, Class A and Class B shares share pro rata in the income and losses of the Company.

8

MAGNUM OPUS ACQUISITION LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

The following tables summarize the effect of the restatement  on each financial statement line item as of the dates, and for the periods, indicated:

	June 30, 2021
	As Previously
	Reported		Adjustments		As Restated
Balance Sheet (unaudited)
Class A common stock subject to possible redemption	$	175,878,420	$	24,121,580	$	200,000,000
Class A ordinary shares		241		(241)		—
Accumulated deficit		4,999,264		(24,121,339)		(19,122,075)
Total shareholders' equity (deficit)	$	5,000,005	$	(24,121,580)	$	(19,121,575)
Statement of Operations for the Three Months Ended June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, Class A ordinary shares		17,587,842		2,412,158		20,000,000
Basic and diluted net income per share, Class A ordinary shares	$	0.00	$	0.45	$	0.45
Basic and diluted weighted average shares outstanding, Class B ordinary shares (1)		7,412,158		(2,412,158)		5,000,000
Basic and diluted net income per share, Class B ordinary shares	$	1.50	$	(1.05)	$	0.45
Statement of Operations for the Period from January 22, 2021 (Inception) Through June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, Class A ordinary shares		17,587,842		(6,810,064)		10,777,778
Basic and diluted net income per share, Class A ordinary shares	$	0.00	$	0.41	$	0.41
Basic and diluted weighted average shares outstanding, Class B ordinary shares		7,412,158		(3,106,602)		4,305,556
Basic and diluted net income per share, Class B ordinary shares	$	0.84	$	(0.43)	$	0.41

⁽¹⁾ Prior to the change in presentation for the Class A ordinary shares subject to possible redemption, the Company applied to two class method of earnings per share, allocating net income between redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares. As such, a portion of the Class A ordinary shares were included in non-redeemable Class A and Class B ordinary shares. For purposes of comparability, the previously reported non-redeemable Class A and Class B ordinary shares are included within this line item.

	March 31, 2021
	As Previously
	Reported		Adjustments		As Restated
Balance Sheet (unaudited)
Class A common stock subject to possible redemption	$	164,736,630	$	35,263,370	$	200,000,000
Class A ordinary shares		353		(353)		—
Additional paid-in capital		9,884,326		(9,884,326)		—
Accumulated deficit		(4,885,251)		(25,378,691)		(30,263,942)
Total shareholders' equity (deficit)	$	5,000,003	$	(35,263,370)	$	(30,263,367)
Statement of Operations for the Period from January 22, 2021 (Inception) Through March 31, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, Class A ordinary shares		16,473,663		(15,140,330)		1,333,333
Basic and diluted net earnings per share, Class A ordinary shares	$	0.00	$	(1.00)	$	(1.00)
Basic and diluted weighted average shares outstanding, Class B ordinary shares (1)		8,526,337		(4,970,781)		3,555,556
Basic and diluted net loss per share, Class B ordinary shares	$	(0.57)	$	(0.43)	$	(1.00)

⁽¹⁾ Prior to the change in presentation for the Class A ordinary shares subject to possible redemption, the Company applied to two class method of earnings per share, allocating net income between redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares. As such, a portion of the Class A ordinary shares were included in non-redeemable Class A and Class B ordinary

9

MAGNUM OPUS ACQUISITION LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

shares. For purposes of comparability, the previously reported non-redeemable Class A and Class B ordinary shares are included within this line item.

	March 25, 2021
	As Previously
	Reported		Adjustments		As Restated
Balance Sheet (unaudited)
Class A common stock subject to possible redemption	$	165,863,690	$	34,136,310	$	200,000,000
Class A ordinary shares		341		(341)		—
Additional paid-in capital		8,756,203		(8,756,203)		—
Accumulated deficit		(3,757,113)		(25,379,766)		(29,136,879)
Total shareholders' equity (deficit)	$	5,000,006	$	(34,136,310)	$	(29,136,304)

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Reclassification

Certain amounts in the prior period have been reclassified to conform to the current period presentation.

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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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.

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 a 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 statement(s) 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.

Use of Estimates

The preparation of the financial statement in conformity with GAAP requires 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 statement.

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 statement, which management considered in

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SEPTEMBER 30, 2021

formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and 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 did not have any cash equivalents as of September 30, 2021.

Investments Held in Trust Account

As of September 30, 2021, the Company had $200,006,205 in investments held in the Trust Account. The assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities.

Class A Ordinary Shares Subject to Possible Redemption

All of the 20,000,000 shares of Class A ordinary shares sold as part of the Units in the Initial Public Offering 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 second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification ("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 has been classified outside of permanent equity.

The Company recognizes 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.

As of September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheet are reconciled in the following table:

Gross proceeds	$	200,000,000
Less:
Proceeds allocated to Public Warrants		(14,800,000)
Issuance costs allocated to Class A ordinary shares		(10,603,116)
Plus:
Accretion of carrying value to redemption value		25,403,116
Class A ordinary shares subject to possible redemption	$	200,000,000

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $11,470,467 as a result of the Initial Public Offering (consisting of a $4,000,000 underwriting fee, $7,000,000 of deferred underwriting fees and $470,467 of other offering costs). The Company recorded $10,603,116 of offering costs as a reduction of equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $867,351 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.

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SEPTEMBER 30, 2021

Warrant Liabilities

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

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Public Warrants was estimated using a Monte Carlo simulation approach and the fair value of the Private Warrants was estimated using a Modified Black-Scholes model (see Note 10).

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statement. Since the Company was incorporated on January 22, 2021, the evaluation was performed for the upcoming 2021 tax year which will be the only period subject to examination.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 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 are no taxes in the Cayman Islands and accordingly income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement.

Net (Loss) Income Per Ordinary Share

Net (loss) income per common share is computed by dividing net loss by the weighted-average number of shares of ordinary shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, Class A and Class B ordinary shares are presented as one class of shares in calculating net (loss) income per share. As a result, the calculated net (loss) income per share is the same for Class A and Class B shares of ordinary shares. At September 30, 2021, the Company did not 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) income per share is the same as basic (loss) income per share for the periods presented.

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NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts):

					For the period from
					January 22, 2021
	Three months ended				(inception)  through
	September 30, 2021				September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net loss per share:
Numerator:
Net (loss) income	$	(4,344,998)	$	(1,086,249)	$	622,056	$	203,238
Denominator:
Basic and diluted weighted average shares outstanding		20,000,000		5,000,000		15,059,761		4,920,319
Basic and diluted net (loss) income per share of ordinary share	$	(0.22)	$	(0.22)	$	0.04	$	0.04

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The carrying amounts reflected in the balance sheet for cash, prepaid expenses, due to related parties, accounts payable and accrued expenses, and accrued offering costs approximate fair value due to their short-term nature.

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

See Note 10 for additional information on assets and liabilities measured at fair value.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that

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SEPTEMBER 30, 2021

require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

NOTE 4. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant  (each whole warrant, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per whole share (see Note 8).

NOTE 5. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($6,000,000 in the aggregate). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

On January 26, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,750,000 Class B ordinary shares (the “Founder Shares”). The Founder Shares include an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). On May 11, 2021, 750,000 Class B ordinary shares were forfeited by the Sponsor.

The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) one year after the completion of a Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after an initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if (1) the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial Business Combination or (2) if the Company consummates a transaction after an initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.

Promissory Notes—Related Party

On January 26, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering. The Promissory

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NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

Note was non-interest bearing and is payable on the earlier of (i) December 31, 2021 or (ii) the completion of the Initial Public Offering. The Company did not borrow any amount under the Promissory Note.

Administrative Support Agreement

The Company entered into an agreement, commencing on March 22, 2021, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services. Upon the completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2021, the Company incurred $30,000 in fees for these services. For the period from January 22, 2021 (inception) through September 30, 2021, the Company incurred $70,000 in fees for these services. As of September 30, 2021, $10,000 related to this agreement is recorded in accrued expenses on the condensed balance sheet.

Related Party Loans

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 directors and officers 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. 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. 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. Up to $2,000,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants.

NOTE 7. COMMITMENTS

Registration Rights

Pursuant to a registration rights agreement entered into on March 23, 2021, the holders of the Founder Shares, Private Placement Warrants and 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 issued upon conversion of the Working Capital Loans) will have registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. In May 2021, the underwriters’ over-allotment option expired.

The underwriter was paid a cash underwriting discount of $0.20 per Unit, or $4,000,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $7,000,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

NOTE 8. WARRANTS

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or

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SEPTEMBER 30, 2021

(b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary shares upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an initial Business Combination, the Company will use its commercially reasonable 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 commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an initial Business Combination 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. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. 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 Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company 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.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except for so long as they are held by the Sponsor or its permitted transferees):

● in whole and not in part;

● at a price of $0.01 per warrant;

● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

● if, and only if, the reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, 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 before the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

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SEPTEMBER 30, 2021

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may call the warrants (except for so long as they are held by the Sponsor or its permitted transferees):

● in whole and not in part;

● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares determined by the redemption date and the fair market value of the Company’s Class A ordinary shares; and

● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like), for any 20 trading days within the 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 value of the Company’s Class A ordinary shares shall mean the volume weighted average price of the Company’s Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s initial shareholders or their affiliates, without taking into account any Founder Shares held by the Company’s initial shareholders 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 an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”) of the Company’s Class A ordinary shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

At September 30, 2021, there were 10,000,000 Public Warrants and 6,000,000 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement 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 must be recorded as a liability.

The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s

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SEPTEMBER 30, 2021

statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

NOTE 9. SHAREHOLDERS’ DEFICIT

Preference shares — The Company is authorized to issue 5,000,000 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. As of September 30, 2021, there were no preference shares issued or outstanding.

Class 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. Holders of Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021, there were 20,000,000 Class A ordinary shares issued and no shares outstanding, excluding 20,000,000 Class A ordinary shares subject to possible redemption.

Class 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 Class B ordinary shares are entitled to one vote for each share. As of September 30, 2021, there were 5,000,000 Class B ordinary shares issued and outstanding.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of 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. However, only holders of Class B ordinary shares will have the right to appoint directors prior to the completion of an initial Business Combination, meaning that holders of Class A ordinary shares will not have the right to appoint any directors until after the completion of an initial Business Combination.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of an initial Business Combination on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with an initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares issued and outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of an initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in an initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis.

NOTE 10. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	Amount at
Description	Fair Value		Level 1		Level 2		Level 3
September 30, 2021
Assets
Investments held in Trust Account:
Money Market investments	$	200,006,205	$	200,006,205	$	—	$	—
Liabilities
Warrant liability - Public Warrants	$	11,600,000	$	11,600,000	$	—	$	—
Warrant liability- Private Placement Warrants	$	7,020,000	$	—	$	—	$	7,020,000

18

MAGNUM OPUS ACQUISITION LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

The Company utilizes a Monte Carlo simulation model to value the Public Warrants and a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities are determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement as of September 30, 2021 after the Public Warrants were separately listed and traded.

The following table provides the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants:

		At March 25, 2021
		(Initial
		Measurement)
Stock price	$	9.76
Strike price	$	11.50
Expected life of the option to convert (in years)		6.59
Volatility		4.5% pre-merger / 25.0% post-merger
Risk-free rate		1.19	%
Fair value of warrants	$	1.48

The following table provides the significant inputs to the Modified Black-Scholes model for the fair value of the Private Placement Warrants:

		At March 25, 2021
		(Initial			As of September 30,
		Measurement)			2021
Stock price	$	9.76		$	9.89
Strike price	$	11.50		$	11.50
Probability of completing a Business Combination		83.0	%		*
Dividend yield		—	%		—	%
Remaining term (in years)		6.59			6.05
Volatility		21.3	%		15.4	%
Risk-free rate		1.19	%		1.16	%
Fair value of warrants	$	1.48		$	1.17

*The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants which is used to value the Private Placement Warrants.
​

The following table presents the changes in the fair value of warrants liabilities:

	Private				Warrant
	Placement		Public		Liabilities
Fair value as of January 22, 2021 (inception)	$	—	$	—	$	—
Initial measurement at March 25, 2021		8,880,000		14,800,000		23,680,000
Change in fair value of warrant liabilities		(1,860,000)		(3,200,000)		(5,060,000)
Fair value as of September 30, 2021	$	7,020,000	$	11,600,000	$	18,620,000

19

MAGNUM OPUS ACQUISITION LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

The following table presents the changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value:

Fair value as of January 22, 2021	$	—
Initial measurement at March 25, 2021		23,680,000
Change in fair value		(5,060,000)
Transfer of Public Warrants to Level 1 measurement		(11,600,000)
Fair value as of September 30, 2021	$	7,020,000

The Company recognized a (loss) gain in connection with changes in the fair value of warrant liabilities of $(5,180,000) and $5,060,000 within change in fair value of warrant liabilities in the Statement of Operations during the three months ended September 30, 2021 and for the period from January 22, 2021 (inception) through September 30, 2021, respectively.

NOTE 11. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

20

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Magnum Opus Acquisition Limited. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Magnum Opus Holdings LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a blank check company incorporated in the Cayman Islands on January 22, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities for the period from January 22, 2021 (inception) through September 30, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering. We generate non-operating income in the form of interest income on cash and cash equivalents held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2021, we had net loss of $5,431,247, which resulted from a loss on the change in fair value of warrant liabilities of $5,180,000 as well as formation and operating costs of $254,268, offset in part by interest income on investments held in the Trust Account of $3,021.

For the period from January 22, 2021 (inception) through September 30, 2021, we had net income of $825,294, which resulted from a gain on the change in fair value of warrant liabilities of $5,060,000 and interest income on investments held in the Trust Account of $6,205, offset in part by formation and operating costs of $493,560, expensed offering costs of $867,351, and a loss on the sale of private placement warrants of $2,880,000.

Liquidity and Capital Resources

On March 25, 2021, we consummated an initial public offering of 20,000,000 units generating gross proceeds to the Company of $200,000,000. Simultaneously with the consummation of the initial public offering, we completed the private sale of 6,000,000 warrants to Magnum Opus Holdings LLC at a purchase price of $1.00 per warrant (the “Private Placement Warrants”), generating gross proceeds of $6,000,000. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

For the period from January 22, 2021 (inception) through September 30, 2021, net cash used in operating activities was $670,907, which was due to non-cash adjustments to net income related to a change in the fair value of warrant liabilities of $5,060,000 and interest income on investments held in Trust Account of $6,205 and changes in working capital of $177,347, offset in part by our net income of $825,294 and non-cash adjustments to net income related to loss on the sale of private placement warrants of $2,880,000 and expensed offering costs of $867,351.

For the period from January 22, 2021 (inception) through September 30, 2021, net cash used in investing activities of $200,000,000 was the result of the amount of proceeds from the Initial Public Offering and sale of Private Placement Warrants deposited to the Trust Account.

21

For the period from January 22, 2021 (inception) through September 30, 2021, net cash provided by financing activities of $201,562,313 was comprised of $196,000,000 in net proceeds from the issuance of Units in the Initial Public Offering, $6,000,000 in proceeds from the sale of the Private Placement Warrants and $25,000 from the issuance of Class B ordinary shares to our Sponsor, partially offset by the payment of $462,687 for offering costs associated with the Initial Public Offering.

As of September 30, 2021, we had cash of $891,406 held outside the trust account. 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, and structure, negotiate and complete a business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $2,000,000 of such loans may be convertible into private placement warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor 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.

We do not believe we will need to raise additional funds following the initial public offering in order to meet the expenditures required for operating our business prior to our initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, 2021.

Contractual Obligations

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and 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 issued upon conversion of the Working Capital Loans) will have registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company 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 periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

22

Warrant Liabilities

We account for the warrants issued in connection with our initial public offering in accordance with Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815”), under which the warrants do not meet the criteria for equity classification and must be recorded as liabilities. As the warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are measured at fair value at inception and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of change.

Class A ordinary shares subject to possible redemption

All of the 20,000,000 shares of Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such shares of Class A ordinary shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with our business combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification ("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 has been classified outside of permanent equity.

The Company recognizes 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.

Net (Loss) Income Per Ordinary Share

Net (loss) income per share is computed by dividing net earnings by the weighted-average number of ordinary shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, Class A and Class B ordinary shares are presented as one class of shares in calculating net (loss) income per share. As a result, the calculated net (loss) income per share is the same for Class A and Class B shares of ordinary shares. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 16,000,000 shares in the calculation of diluted loss per share, since the warrants are contingently exercisable, and the contingencies have not yet been met.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

This item is not applicable as we are a smaller reporting company.

23

Item 4. 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 Securities Exchange Act of 1934, as amended (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 our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. In connection with the preparation of this Form 10-Q, we revised our prior position on accounting for redeemable ordinary shares. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, due to the Company’s restatement of its March 25, 2021, March 31, 2021, and June 30, 2021 financial statements relating to complex financial instruments including redeemable ordinary shares, the Company’s disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of September 30, 2021.

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. Management concluded that a deficiency in internal control over financial reporting existed relating to the accounting treatment for complex financial instruments and that the failure to properly account for such instruments constituted a material weakness as defined in the SEC regulations. This material weakness resulted in the restatement of the Company's audited financial statement as of March 25, 2021 and unaudited financial statements as of and for the periods ended March 31, 2021 and June 30, 2021.

Restatement of Previously Issued Financial Statements

We revised our prior position on accounting for redeemable ordinary shares and restated our March 25, 2021, March 31, 2021, and June 30, 2021 to reclassify our redeemable ordinary shares as described in Note 2 of the accompanying financial statements.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In light of the restatement of our financial statement included in this Quarterly Report, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. 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.

24

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

As of the date of this Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed in our Registration Statement filed with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

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.

25

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 Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief 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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase 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 (Embedded within the Inline XBRL document and included in Exhibit)

* Filed herewith.

** Furnished herewith.

26

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.

	Magnum Opus Acquisition Limited
Date: November 15, 2021	By:	/s/ Hou Pu Jonathan Lin
		Name: Hou Pu Jonathan Lin
		Title: Chief Executive Officer and Director
Date: November 15, 2021	By:	/s/ Ka Man Kevin Lee
		Name: Ka Man Kevin Lee
		Title: Chief Financial Officer and Director

27

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Hou Pu Jonathan Lin, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Magnum Opus Acquisition Limited;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b)(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 15, 2021	By:	/s/ Hou Pu Jonathan Lin
		Hou Pu Jonathan Lin
		Chief Executive Officer and Director
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ka Man Kevin Lee, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Magnum Opus Acquisition Limited;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b)(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 15, 2021	By:	/s/ Ka Man Kevin Lee
		Ka Man Kevin Lee
		Chief Financial Officer and Director
		(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Magnum Opus Acquisition Limited (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Hou Pu Jonathan Lin, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: November 15, 2021	By:	/s/ Hou Pu Jonathan Lin
		Hou Pu Jonathan Lin
		Chief Executive Officer and Director
		(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Magnum Opus Acquisition Limited (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Ka Man Kevin Lee, Chief Financial Officer and Director of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: November 15, 2021	By:	/s/ Ka Man Kevin Lee
		Ka Man Kevin Lee
		Chief Financial Officer and Director
		(Principal Financial and Accounting Officer)

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	Sep. 30, 2021	Nov. 15, 2021
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Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	001-40266
Entity Registrant Name	MAGNUM OPUS ACQUISITION LIMITED
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	Unit 1009, ICBC Tower
Entity Address, Address Line Two	Three Garden Road
Entity Address, City or Town	Central
Entity Address, Country	HK
City Area Code	852
Local Phone Number	3757 9857
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001843121
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Transition Report	false
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	OPA.U
Security Exchange Name	NYSE
Class A ordinary shares
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, $0.0001 par value
Trading Symbol	OPA
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		20,000,000
Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	OPA WS
Security Exchange Name	NYSE
Class B ordinary shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,000,000

XML

CONDENSED BALANCE SHEET (UNAUDITED)	Sep. 30, 2021 USD ($)
Current assets:
Cash	$ 891,406
Prepaid expenses	202,436
Total current assets	1,093,842
Investments held in Trust Account	200,006,205
Total assets	201,100,047
Current liabilities:
Accounts payable and accrued expenses	24,960
Accrued offering cost	7,780
Due to related parties	129
Total liabilities	32,869
Deferred underwriting fee payable	7,000,000
Warrant liabilities	18,620,000
Total Liabilities	25,652,869
Commitments
Shareholders' Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	0
Accumulated deficit	(24,553,322)
Total shareholders' deficit	(24,552,822)
Total liabilities and shareholders' deficit	201,100,047
Class A ordinary shares
Current liabilities:
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value	200,000,000
Shareholders' Deficit
Common stock	0
Class B ordinary shares
Shareholders' Deficit
Common stock	$ 500

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CONDENSED BALANCE SHEET (UNAUDITED) (Parenthetical) - $ / shares	Sep. 30, 2021	Aug. 26, 2021
Preferred stock, par value, (per share)	$ 0.0001
Preferred stock, shares authorized	5,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common shares, shares issued		40,000,000
Class A ordinary shares
Common shares, par value, (per share)	$ 0.0001
Common shares, shares authorized	500,000,000
Common shares, shares issued	20,000,000
Common shares, shares outstanding	0
Temporary equity, shares outstanding	20,000,000
Class B ordinary shares
Common shares, par value, (per share)	$ 0.0001
Common shares, shares authorized	50,000,000
Common shares, shares issued	5,000,000
Common shares, shares outstanding	5,000,000

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CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended	8 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Formation and operating costs	$ 254,268	$ 493,560
Expensed offering costs		867,351
Loss from operations	(254,268)	(1,360,911)
Interest income on Trust Account	3,021	6,205
Loss on sale of private placement warrants		(2,880,000)
Change in fair value of warrant liabilities	(5,180,000)	5,060,000
Net (loss) income	$ (5,431,247)	$ 825,294
Diluted weighted average shares outstanding	25,000,000
Class A ordinary shares
Basic weighted average shares outstanding	20,000,000	15,059,761
Diluted weighted average shares outstanding	20,000,000	15,059,761
Basic net (loss) income per share of ordinary share	$ (0.22)	$ 0.04
Diluted net (loss) income per share of ordinary share	$ (0.22)	$ 0.04
Class B ordinary shares
Basic weighted average shares outstanding	5,000,000	4,920,319
Diluted weighted average shares outstanding	5,000,000	4,920,319
Basic net (loss) income per share of ordinary share	$ (0.22)	$ 0.04
Diluted net (loss) income per share of ordinary share	$ (0.22)	$ 0.04

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CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) - USD ($)	Class A ordinary shares Ordinary Shares	Class A ordinary shares	Class B ordinary shares Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Jan. 21, 2021	$ 0		$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Jan. 21, 2021	0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B ordinary shares to Sponsor			$ 575	24,425		25,000
Issuance of Class B ordinary shares to Sponsor (in shares)			5,750,000
Accretion of Class A ordinary shares to redemption amount, as restated				(24,425)	(25,378,691)	(25,403,116)
Net income (loss)					(4,885,251)	(4,885,251)
Balance at the end at Mar. 31, 2021	$ 0		$ 575	0	(30,263,942)	(30,263,367)
Balance at the end (in shares) at Mar. 31, 2021	0		5,750,000
Balance at the beginning at Jan. 21, 2021	$ 0		$ 0	0	0	0
Balance at the beginning (in shares) at Jan. 21, 2021	0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A ordinary shares to redemption amount, as restated		$ (25,403,116)
Net income (loss)						825,294
Balance at the end at Sep. 30, 2021	$ 0		$ 500	0	(24,553,322)	(24,552,822)
Balance at the end (in shares) at Sep. 30, 2021	0		5,000,000
Balance at the beginning at Mar. 31, 2021	$ 0		$ 575	0	(30,263,942)	(30,263,367)
Balance at the beginning (in shares) at Mar. 31, 2021	0		5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Forfeiture of Class B ordinary shares			$ (75)		75
Forfeiture of Class B ordinary shares (in shares)			(750,000)
Net income (loss)					11,141,792	11,141,792
Balance at the end at Jun. 30, 2021	$ 0		$ 500	0	(19,122,075)	(19,121,575)
Balance at the end (in shares) at Jun. 30, 2021	0		5,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					(5,431,247)	(5,431,247)
Balance at the end at Sep. 30, 2021	$ 0		$ 500	$ 0	$ (24,553,322)	$ (24,552,822)
Balance at the end (in shares) at Sep. 30, 2021	0		5,000,000

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CONDENSED STATEMENT OF CASH FLOWS (Unaudited)	8 Months Ended
	Sep. 30, 2021 USD ($)
Cash Flows from Operating Activities:
Net income	$ 825,294
Adjustments to reconcile net income to net cash used in operating activities:
Expensed offering costs	867,351
Interest income on investments held in Trust Account	(6,205)
Loss on sale of private placement warrants	2,880,000
Change in fair value of warrant liabilities	(5,060,000)
Changes in operating assets and liabilities:
Prepaid expenses	(202,436)
Accrued expenses	24,960
Due to related parties	129
Net cash used in operating activities	(670,907)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(200,000,000)
Net cash used in investing activities	(200,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares to Sponsor	25,000
Proceeds from initial public offering, net of underwriter's discount paid	196,000,000
Proceeds from sale of private placement warrants	6,000,000
Offering costs paid	(462,687)
Net cash provided by financing activities	201,562,313
Net Change in Cash	891,406
Cash - Beginning of Period	0
Cash - End of Period	891,406
Supplemental disclosure of noncash investing and financing activities:
Accretion of Class A ordinary shares subject to redemption to redemption value	25,403,116
Initial classification of warrant liability	7,000,000
Offering costs included in accrued offering costs	7,780
Forfeiture of Class B ordinary shares	$ 75

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DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

8 Months Ended

Sep. 30, 2021

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Magnum Opus Acquisition Limited (the “Company”) is a blank check company incorporated in the Cayman Islands on January 22, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2021, the Company had not commenced any operations. All activity for the period from January 22, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”).

The registration statement for the Company’s Initial Public Offering was declared effective on March 22, 2021. On March 25, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Magnum Opus Holdings LLC (the “Sponsor”), generating gross proceeds of $6,000,000, which is described in Note 5.

Transaction costs amounted to $11,470,467, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees, and $470,467 of other offering costs. In addition, as of September 30, 2021, cash of $891,406 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes.

Following the closing of the Initial Public Offering on March 25, 2021, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the "Investment Company Act"), which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the 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. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) 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 in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated 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 other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.

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

The Sponsor has agreed to waive (i) redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held by it in connection with a shareholder vote to amend its Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other material provision relating to shareholders’ rights or pre-initial business combination activity and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held if the Company fails to complete an initial Business Combination within 24 months from the closing of the Initial Public Offering. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within 24 months from the closing of the Initial Public Offering.

The Company will have until March 25, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less franchise and income taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) 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 assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less franchise and income taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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, 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.

Business Combination Agreement

On August 26, 2021, the Company, Integrated Whale Media Investment Inc., a BVI business company incorporated in the British Virgin Islands, in its capacity as a seller (“IWM”), and shareholders’ representative (the “Shareholders’ Representative”), Highlander Management LLC, a limited liability company incorporated in the State of Delaware (“Highlander”, and together with IWM, the “Sellers”), Forbes Global Holdings Inc., a BVI business company incorporated in the British Virgin Islands that is wholly-owned subsidiary of IWM (“FGH”), and Forbes Global Media Holdings, Inc., a BVI business company incorporated in the British Virgin Islands (“Forbes”), entered into a business combination agreement (as it may be amended from time to time, the “Business Combination Agreement”), which provides that the Company will purchase from IWM and Highlander, directly or indirectly, all of the shares of FGH and Forbes, and the outstanding options of Forbes held by each optionholder (the “Optionholders”) (whether vested or unvested) will be cancelled in exchange for a combination of cash and newly issued ordinary shares of the Company, par value $0.0001 per share, valued at $10.00 per share. Following the consummation of the transactions, the Company will directly or indirectly hold 100% of the issued share capital of FGH and Forbes.

Subject to the terms of the Business Combination Agreement, the aggregate consideration to be paid to Forbes’s equityholders in connection with the Business Combination is expected to be valued at $620,000,000, subject to adjustments for cash and cash equivalents, indebtedness and net working capital of the target companies relative to a target as of the closing of the Business Combination (the “Closing Consideration”), which will be paid in a combination of cash and newly issued ordinary shares of the Company. The aggregate cash consideration will be an amount equal to the Company’s cash and cash equivalents as of the Closing (including proceeds in connection with the Private Placement (as defined below) and the funds in the Company’s trust account as of the Closing), plus cash and cash equivalents of the target companies, minus unpaid transaction expenses of the Company as of the Closing, minus unpaid transaction expenses of the Company and the target companies as of the Closing, minus unpaid transaction expenses of the Company and the target companies as of the Closing, minus transaction expenses of the Sellers and the target companies, minus $145,000,000. The remainder of the Closing Consideration will be paid in a number of newly issued ordinary shares of the Company valued at $10.00 per share.

PIPE Financing

Concurrently with the execution of the Agreement, the Company entered into subscription agreements with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to purchase an aggregate of 40,000,000 Class A ordinary shares of the Company in a private placement for $10.00 per share for aggregate gross proceeds of $400,000,000 (the “PIPE Financing”). The proceeds from the PIPE Financing will be used to partially fund the cash consideration to be paid to IWM, Highlander and the optionholders of FGMH at the Closing, with any remainder used to fund working capital of the Company following Closing.

Going Concern Consideration

As of September 30, 2021, the Company had $891,406 in cash held outside of the Trust Account and working capital of $1,060,973. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company's ability to continue as a going concern for the earlier of the consummation of a Business Combination or one year from this filing. Management plans to address this uncertainty through the Business Combination as discussed above. There is no assurance that the Company's plans to consummate the Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic 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 the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

8 Months Ended

Sep. 30, 2021

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In accordance with the SEC staff 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. The Company had previously classified a portion of the Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company restated its financial statements to classify all Class A ordinary shares as temporary equity at redemption value and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity.

The reclassification of amounts from permanent equity to temporary equity resulted in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata between Class A and Class B shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, Class A and Class B shares share pro rata in the income and losses of the Company.

The following tables summarize the effect of the restatement  on each financial statement line item as of the dates, and for the periods, indicated:

	June 30, 2021
	As Previously
	Reported		Adjustments		As Restated
Balance Sheet (unaudited)
Class A common stock subject to possible redemption	$	175,878,420	$	24,121,580	$	200,000,000
Class A ordinary shares		241		(241)		—
Accumulated deficit		4,999,264		(24,121,339)		(19,122,075)
Total shareholders' equity (deficit)	$	5,000,005	$	(24,121,580)	$	(19,121,575)
Statement of Operations for the Three Months Ended June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, Class A ordinary shares		17,587,842		2,412,158		20,000,000
Basic and diluted net income per share, Class A ordinary shares	$	0.00	$	0.45	$	0.45
Basic and diluted weighted average shares outstanding, Class B ordinary shares (1)		7,412,158		(2,412,158)		5,000,000
Basic and diluted net income per share, Class B ordinary shares	$	1.50	$	(1.05)	$	0.45
Statement of Operations for the Period from January 22, 2021 (Inception) Through June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, Class A ordinary shares		17,587,842		(6,810,064)		10,777,778
Basic and diluted net income per share, Class A ordinary shares	$	0.00	$	0.41	$	0.41
Basic and diluted weighted average shares outstanding, Class B ordinary shares		7,412,158		(3,106,602)		4,305,556
Basic and diluted net income per share, Class B ordinary shares	$	0.84	$	(0.43)	$	0.41

⁽¹⁾ Prior to the change in presentation for the Class A ordinary shares subject to possible redemption, the Company applied to two class method of earnings per share, allocating net income between redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares. As such, a portion of the Class A ordinary shares were included in non-redeemable Class A and Class B ordinary shares. For purposes of comparability, the previously reported non-redeemable Class A and Class B ordinary shares are included within this line item.

	March 31, 2021
	As Previously
	Reported		Adjustments		As Restated
Balance Sheet (unaudited)
Class A common stock subject to possible redemption	$	164,736,630	$	35,263,370	$	200,000,000
Class A ordinary shares		353		(353)		—
Additional paid-in capital		9,884,326		(9,884,326)		—
Accumulated deficit		(4,885,251)		(25,378,691)		(30,263,942)
Total shareholders' equity (deficit)	$	5,000,003	$	(35,263,370)	$	(30,263,367)
Statement of Operations for the Period from January 22, 2021 (Inception) Through March 31, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, Class A ordinary shares		16,473,663		(15,140,330)		1,333,333
Basic and diluted net earnings per share, Class A ordinary shares	$	0.00	$	(1.00)	$	(1.00)
Basic and diluted weighted average shares outstanding, Class B ordinary shares (1)		8,526,337		(4,970,781)		3,555,556
Basic and diluted net loss per share, Class B ordinary shares	$	(0.57)	$	(0.43)	$	(1.00)

⁽¹⁾ Prior to the change in presentation for the Class A ordinary shares subject to possible redemption, the Company applied to two class method of earnings per share, allocating net income between redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares. As such, a portion of the Class A ordinary shares were included in non-redeemable Class A and Class B ordinary

shares. For purposes of comparability, the previously reported non-redeemable Class A and Class B ordinary shares are included within this line item.

	March 25, 2021
	As Previously
	Reported		Adjustments		As Restated
Balance Sheet (unaudited)
Class A common stock subject to possible redemption	$	165,863,690	$	34,136,310	$	200,000,000
Class A ordinary shares		341		(341)		—
Additional paid-in capital		8,756,203		(8,756,203)		—
Accumulated deficit		(3,757,113)		(25,379,766)		(29,136,879)
Total shareholders' equity (deficit)	$	5,000,006	$	(34,136,310)	$	(29,136,304)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

8 Months Ended

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Reclassification

Certain amounts in the prior period have been reclassified to conform to the current period presentation.

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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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.

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 a 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 statement(s) 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.

Use of Estimates

The preparation of the financial statement in conformity with GAAP requires 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 statement.

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 statement, which management considered in

formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and 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 did not have any cash equivalents as of September 30, 2021.

Investments Held in Trust Account

As of September 30, 2021, the Company had $200,006,205 in investments held in the Trust Account. The assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities.

Class A Ordinary Shares Subject to Possible Redemption

All of the 20,000,000 shares of Class A ordinary shares sold as part of the Units in the Initial Public Offering 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 second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification ("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 has been classified outside of permanent equity.

The Company recognizes 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.

As of September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheet are reconciled in the following table:

Gross proceeds	$	200,000,000
Less:
Proceeds allocated to Public Warrants		(14,800,000)
Issuance costs allocated to Class A ordinary shares		(10,603,116)
Plus:
Accretion of carrying value to redemption value		25,403,116
Class A ordinary shares subject to possible redemption	$	200,000,000

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $11,470,467 as a result of the Initial Public Offering (consisting of a $4,000,000 underwriting fee, $7,000,000 of deferred underwriting fees and $470,467 of other offering costs). The Company recorded $10,603,116 of offering costs as a reduction of equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $867,351 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.

Warrant Liabilities

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

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Public Warrants was estimated using a Monte Carlo simulation approach and the fair value of the Private Warrants was estimated using a Modified Black-Scholes model (see Note 10).

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statement. Since the Company was incorporated on January 22, 2021, the evaluation was performed for the upcoming 2021 tax year which will be the only period subject to examination.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 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 are no taxes in the Cayman Islands and accordingly income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement.

Net (Loss) Income Per Ordinary Share

Net (loss) income per common share is computed by dividing net loss by the weighted-average number of shares of ordinary shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, Class A and Class B ordinary shares are presented as one class of shares in calculating net (loss) income per share. As a result, the calculated net (loss) income per share is the same for Class A and Class B shares of ordinary shares. At September 30, 2021, the Company did not 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) income per share is the same as basic (loss) income per share for the periods presented.

The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts):

					For the period from
					January 22, 2021
	Three months ended				(inception)  through
	September 30, 2021				September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net loss per share:
Numerator:
Net (loss) income	$	(4,344,998)	$	(1,086,249)	$	622,056	$	203,238
Denominator:
Basic and diluted weighted average shares outstanding		20,000,000		5,000,000		15,059,761		4,920,319
Basic and diluted net (loss) income per share of ordinary share	$	(0.22)	$	(0.22)	$	0.04	$	0.04

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The carrying amounts reflected in the balance sheet for cash, prepaid expenses, due to related parties, accounts payable and accrued expenses, and accrued offering costs approximate fair value due to their short-term nature.

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

See Note 10 for additional information on assets and liabilities measured at fair value.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that

require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

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INITIAL PUBLIC OFFERING

8 Months Ended

Sep. 30, 2021

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING

NOTE 4. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant  (each whole warrant, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per whole share (see Note 8).

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PRIVATE PLACEMENT

8 Months Ended

Sep. 30, 2021

PRIVATE PLACEMENT

PRIVATE PLACEMENT

NOTE 5. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($6,000,000 in the aggregate). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

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RELATED PARTY TRANSACTIONS

8 Months Ended

Sep. 30, 2021

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

On January 26, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,750,000 Class B ordinary shares (the “Founder Shares”). The Founder Shares include an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). On May 11, 2021, 750,000 Class B ordinary shares were forfeited by the Sponsor.

The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) one year after the completion of a Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after an initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if (1) the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial Business Combination or (2) if the Company consummates a transaction after an initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.

Promissory Notes—Related Party

On January 26, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering. The Promissory

Note was non-interest bearing and is payable on the earlier of (i) December 31, 2021 or (ii) the completion of the Initial Public Offering. The Company did not borrow any amount under the Promissory Note.

Administrative Support Agreement

The Company entered into an agreement, commencing on March 22, 2021, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services. Upon the completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2021, the Company incurred $30,000 in fees for these services. For the period from January 22, 2021 (inception) through September 30, 2021, the Company incurred $70,000 in fees for these services. As of September 30, 2021, $10,000 related to this agreement is recorded in accrued expenses on the condensed balance sheet.

Related Party Loans

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 directors and officers 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. 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. 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. Up to $2,000,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants.

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COMMITMENTS

8 Months Ended

Sep. 30, 2021

COMMITMENTS

COMMITMENTS

NOTE 7. COMMITMENTS

Registration Rights

Pursuant to a registration rights agreement entered into on March 23, 2021, the holders of the Founder Shares, Private Placement Warrants and 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 issued upon conversion of the Working Capital Loans) will have registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. In May 2021, the underwriters’ over-allotment option expired.

The underwriter was paid a cash underwriting discount of $0.20 per Unit, or $4,000,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $7,000,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

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WARRANTS

8 Months Ended

Sep. 30, 2021

WARRANTS

WARRANTS

NOTE 8. WARRANTS

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or

(b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary shares upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an initial Business Combination, the Company will use its commercially reasonable 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 commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an initial Business Combination 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. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. 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 Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company 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.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except for so long as they are held by the Sponsor or its permitted transferees):

● in whole and not in part;

● at a price of $0.01 per warrant;

● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

● if, and only if, the reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, 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 before the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may call the warrants (except for so long as they are held by the Sponsor or its permitted transferees):

● in whole and not in part;

● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares determined by the redemption date and the fair market value of the Company’s Class A ordinary shares; and

● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like), for any 20 trading days within the 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 value of the Company’s Class A ordinary shares shall mean the volume weighted average price of the Company’s Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s initial shareholders or their affiliates, without taking into account any Founder Shares held by the Company’s initial shareholders 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 an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”) of the Company’s Class A ordinary shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

At September 30, 2021, there were 10,000,000 Public Warrants and 6,000,000 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement 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 must be recorded as a liability.

The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s

statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

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SHAREHOLDERS DEFICIT

8 Months Ended

Sep. 30, 2021

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT

NOTE 9. SHAREHOLDERS’ DEFICIT

Preference shares — The Company is authorized to issue 5,000,000 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. As of September 30, 2021, there were no preference shares issued or outstanding.

Class 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. Holders of Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021, there were 20,000,000 Class A ordinary shares issued and no shares outstanding, excluding 20,000,000 Class A ordinary shares subject to possible redemption.

Class 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 Class B ordinary shares are entitled to one vote for each share. As of September 30, 2021, there were 5,000,000 Class B ordinary shares issued and outstanding.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of 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. However, only holders of Class B ordinary shares will have the right to appoint directors prior to the completion of an initial Business Combination, meaning that holders of Class A ordinary shares will not have the right to appoint any directors until after the completion of an initial Business Combination.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of an initial Business Combination on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with an initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares issued and outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of an initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in an initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis.

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FAIR VALUE MEASUREMENTS

8 Months Ended

Sep. 30, 2021

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 10. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	Amount at
Description	Fair Value		Level 1		Level 2		Level 3
September 30, 2021
Assets
Investments held in Trust Account:
Money Market investments	$	200,006,205	$	200,006,205	$	—	$	—
Liabilities
Warrant liability - Public Warrants	$	11,600,000	$	11,600,000	$	—	$	—
Warrant liability- Private Placement Warrants	$	7,020,000	$	—	$	—	$	7,020,000

The Company utilizes a Monte Carlo simulation model to value the Public Warrants and a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities are determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement as of September 30, 2021 after the Public Warrants were separately listed and traded.

The following table provides the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants:

		At March 25, 2021
		(Initial
		Measurement)
Stock price	$	9.76
Strike price	$	11.50
Expected life of the option to convert (in years)		6.59
Volatility		4.5% pre-merger / 25.0% post-merger
Risk-free rate		1.19	%
Fair value of warrants	$	1.48

The following table provides the significant inputs to the Modified Black-Scholes model for the fair value of the Private Placement Warrants:

		At March 25, 2021
		(Initial			As of September 30,
		Measurement)			2021
Stock price	$	9.76		$	9.89
Strike price	$	11.50		$	11.50
Probability of completing a Business Combination		83.0	%		*
Dividend yield		—	%		—	%
Remaining term (in years)		6.59			6.05
Volatility		21.3	%		15.4	%
Risk-free rate		1.19	%		1.16	%
Fair value of warrants	$	1.48		$	1.17

*The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants which is used to value the Private Placement Warrants.
​

The following table presents the changes in the fair value of warrants liabilities:

	Private				Warrant
	Placement		Public		Liabilities
Fair value as of January 22, 2021 (inception)	$	—	$	—	$	—
Initial measurement at March 25, 2021		8,880,000		14,800,000		23,680,000
Change in fair value of warrant liabilities		(1,860,000)		(3,200,000)		(5,060,000)
Fair value as of September 30, 2021	$	7,020,000	$	11,600,000	$	18,620,000

The following table presents the changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value:

Fair value as of January 22, 2021	$	—
Initial measurement at March 25, 2021		23,680,000
Change in fair value		(5,060,000)
Transfer of Public Warrants to Level 1 measurement		(11,600,000)
Fair value as of September 30, 2021	$	7,020,000

The Company recognized a (loss) gain in connection with changes in the fair value of warrant liabilities of $(5,180,000) and $5,060,000 within change in fair value of warrant liabilities in the Statement of Operations during the three months ended September 30, 2021 and for the period from January 22, 2021 (inception) through September 30, 2021, respectively.

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SUBSEQUENT EVENTS

8 Months Ended

Sep. 30, 2021

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 11. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

8 Months Ended

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Basis of Presentation

The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Reclassification

Reclassification

Certain amounts in the prior period have been reclassified to conform to the current period presentation.

Emerging Growth Company

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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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.

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 a 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 statement(s) 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.

Use of Estimates

Use of Estimates

The preparation of the financial statement in conformity with GAAP requires 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 statement.

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 statement, which management considered in

formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Cash and 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 did not have any cash equivalents as of September 30, 2021.

Investments Held in Trust Account

Investments Held in Trust Account

As of September 30, 2021, the Company had $200,006,205 in investments held in the Trust Account. The assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities.

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption

All of the 20,000,000 shares of Class A ordinary shares sold as part of the Units in the Initial Public Offering 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 second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification ("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 has been classified outside of permanent equity.

The Company recognizes 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.

As of September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheet are reconciled in the following table:

Gross proceeds	$	200,000,000
Less:
Proceeds allocated to Public Warrants		(14,800,000)
Issuance costs allocated to Class A ordinary shares		(10,603,116)
Plus:
Accretion of carrying value to redemption value		25,403,116
Class A ordinary shares subject to possible redemption	$	200,000,000

Offering Costs associated with the Initial Public Offering

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $11,470,467 as a result of the Initial Public Offering (consisting of a $4,000,000 underwriting fee, $7,000,000 of deferred underwriting fees and $470,467 of other offering costs). The Company recorded $10,603,116 of offering costs as a reduction of equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $867,351 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.

Warrant Liabilities

Warrant Liabilities

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

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Public Warrants was estimated using a Monte Carlo simulation approach and the fair value of the Private Warrants was estimated using a Modified Black-Scholes model (see Note 10).

Income Taxes

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statement. Since the Company was incorporated on January 22, 2021, the evaluation was performed for the upcoming 2021 tax year which will be the only period subject to examination.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 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 are no taxes in the Cayman Islands and accordingly income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement.

Net (Loss) Income Per Ordinary Share

Net (Loss) Income Per Ordinary Share

Net (loss) income per common share is computed by dividing net loss by the weighted-average number of shares of ordinary shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, Class A and Class B ordinary shares are presented as one class of shares in calculating net (loss) income per share. As a result, the calculated net (loss) income per share is the same for Class A and Class B shares of ordinary shares. At September 30, 2021, the Company did not 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) income per share is the same as basic (loss) income per share for the periods presented.

The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts):

					For the period from
					January 22, 2021
	Three months ended				(inception)  through
	September 30, 2021				September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net loss per share:
Numerator:
Net (loss) income	$	(4,344,998)	$	(1,086,249)	$	622,056	$	203,238
Denominator:
Basic and diluted weighted average shares outstanding		20,000,000		5,000,000		15,059,761		4,920,319
Basic and diluted net (loss) income per share of ordinary share	$	(0.22)	$	(0.22)	$	0.04	$	0.04

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The carrying amounts reflected in the balance sheet for cash, prepaid expenses, due to related parties, accounts payable and accrued expenses, and accrued offering costs approximate fair value due to their short-term nature.

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

See Note 10 for additional information on assets and liabilities measured at fair value.

Recent Accounting Standards

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that

require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

8 Months Ended

Sep. 30, 2021

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Schedule of effect of the restatement on each financial statement line item

	June 30, 2021
	As Previously
	Reported		Adjustments		As Restated
Balance Sheet (unaudited)
Class A common stock subject to possible redemption	$	175,878,420	$	24,121,580	$	200,000,000
Class A ordinary shares		241		(241)		—
Accumulated deficit		4,999,264		(24,121,339)		(19,122,075)
Total shareholders' equity (deficit)	$	5,000,005	$	(24,121,580)	$	(19,121,575)
Statement of Operations for the Three Months Ended June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, Class A ordinary shares		17,587,842		2,412,158		20,000,000
Basic and diluted net income per share, Class A ordinary shares	$	0.00	$	0.45	$	0.45
Basic and diluted weighted average shares outstanding, Class B ordinary shares (1)		7,412,158		(2,412,158)		5,000,000
Basic and diluted net income per share, Class B ordinary shares	$	1.50	$	(1.05)	$	0.45
Statement of Operations for the Period from January 22, 2021 (Inception) Through June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, Class A ordinary shares		17,587,842		(6,810,064)		10,777,778
Basic and diluted net income per share, Class A ordinary shares	$	0.00	$	0.41	$	0.41
Basic and diluted weighted average shares outstanding, Class B ordinary shares		7,412,158		(3,106,602)		4,305,556
Basic and diluted net income per share, Class B ordinary shares	$	0.84	$	(0.43)	$	0.41

⁽¹⁾ Prior to the change in presentation for the Class A ordinary shares subject to possible redemption, the Company applied to two class method of earnings per share, allocating net income between redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares. As such, a portion of the Class A ordinary shares were included in non-redeemable Class A and Class B ordinary shares. For purposes of comparability, the previously reported non-redeemable Class A and Class B ordinary shares are included within this line item.

	March 31, 2021
	As Previously
	Reported		Adjustments		As Restated
Balance Sheet (unaudited)
Class A common stock subject to possible redemption	$	164,736,630	$	35,263,370	$	200,000,000
Class A ordinary shares		353		(353)		—
Additional paid-in capital		9,884,326		(9,884,326)		—
Accumulated deficit		(4,885,251)		(25,378,691)		(30,263,942)
Total shareholders' equity (deficit)	$	5,000,003	$	(35,263,370)	$	(30,263,367)
Statement of Operations for the Period from January 22, 2021 (Inception) Through March 31, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, Class A ordinary shares		16,473,663		(15,140,330)		1,333,333
Basic and diluted net earnings per share, Class A ordinary shares	$	0.00	$	(1.00)	$	(1.00)
Basic and diluted weighted average shares outstanding, Class B ordinary shares (1)		8,526,337		(4,970,781)		3,555,556
Basic and diluted net loss per share, Class B ordinary shares	$	(0.57)	$	(0.43)	$	(1.00)

⁽¹⁾ Prior to the change in presentation for the Class A ordinary shares subject to possible redemption, the Company applied to two class method of earnings per share, allocating net income between redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares. As such, a portion of the Class A ordinary shares were included in non-redeemable Class A and Class B ordinary

shares. For purposes of comparability, the previously reported non-redeemable Class A and Class B ordinary shares are included within this line item.

	March 25, 2021
	As Previously
	Reported		Adjustments		As Restated
Balance Sheet (unaudited)
Class A common stock subject to possible redemption	$	165,863,690	$	34,136,310	$	200,000,000
Class A ordinary shares		341		(341)		—
Additional paid-in capital		8,756,203		(8,756,203)		—
Accumulated deficit		(3,757,113)		(25,379,766)		(29,136,879)
Total shareholders' equity (deficit)	$	5,000,006	$	(34,136,310)	$	(29,136,304)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

8 Months Ended

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Class A ordinary shares reflected in the condensed balance sheet

As of September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheet are reconciled in the following table:

Gross proceeds	$	200,000,000
Less:
Proceeds allocated to Public Warrants		(14,800,000)
Issuance costs allocated to Class A ordinary shares		(10,603,116)
Plus:
Accretion of carrying value to redemption value		25,403,116
Class A ordinary shares subject to possible redemption	$	200,000,000

Reconciliation of Net (Loss) Income per Common Share

The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts):

					For the period from
					January 22, 2021
	Three months ended				(inception)  through
	September 30, 2021				September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net loss per share:
Numerator:
Net (loss) income	$	(4,344,998)	$	(1,086,249)	$	622,056	$	203,238
Denominator:
Basic and diluted weighted average shares outstanding		20,000,000		5,000,000		15,059,761		4,920,319
Basic and diluted net (loss) income per share of ordinary share	$	(0.22)	$	(0.22)	$	0.04	$	0.04

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FAIR VALUE MEASUREMENTS (Tables)

8 Months Ended

Sep. 30, 2021

FAIR VALUE MEASUREMENTS

Schedule of Company's assets that are measured at fair value on a recurring basis

	Amount at
Description	Fair Value		Level 1		Level 2		Level 3
September 30, 2021
Assets
Investments held in Trust Account:
Money Market investments	$	200,006,205	$	200,006,205	$	—	$	—
Liabilities
Warrant liability - Public Warrants	$	11,600,000	$	11,600,000	$	—	$	—
Warrant liability- Private Placement Warrants	$	7,020,000	$	—	$	—	$	7,020,000

Schedule of significant inputs to the Monte Carlo Simulation for the fair value

		At March 25, 2021
		(Initial
		Measurement)
Stock price	$	9.76
Strike price	$	11.50
Expected life of the option to convert (in years)		6.59
Volatility		4.5% pre-merger / 25.0% post-merger
Risk-free rate		1.19	%
Fair value of warrants	$	1.48

Schedule of financial assets that are measured at fair value on a recurring basis

		At March 25, 2021
		(Initial			As of September 30,
		Measurement)			2021
Stock price	$	9.76		$	9.89
Strike price	$	11.50		$	11.50
Probability of completing a Business Combination		83.0	%		*
Dividend yield		—	%		—	%
Remaining term (in years)		6.59			6.05
Volatility		21.3	%		15.4	%
Risk-free rate		1.19	%		1.16	%
Fair value of warrants	$	1.48		$	1.17

Schedule of changes in the fair value of warrant liabilities

	Private				Warrant
	Placement		Public		Liabilities
Fair value as of January 22, 2021 (inception)	$	—	$	—	$	—
Initial measurement at March 25, 2021		8,880,000		14,800,000		23,680,000
Change in fair value of warrant liabilities		(1,860,000)		(3,200,000)		(5,060,000)
Fair value as of September 30, 2021	$	7,020,000	$	11,600,000	$	18,620,000

The following table presents the changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value:

Fair value as of January 22, 2021	$	—
Initial measurement at March 25, 2021		23,680,000
Change in fair value		(5,060,000)
Transfer of Public Warrants to Level 1 measurement		(11,600,000)
Fair value as of September 30, 2021	$	7,020,000

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DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			8 Months Ended
	Aug. 26, 2021 USD ($) $ / shares shares	Mar. 25, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Gross proceeds			$ 196,000,000
Proceeds from sale of private placement warrants			6,000,000
Transaction costs			11,470,467
Underwriting fees			4,000,000
Deferred underwriting fee payable			7,000,000
Other offering costs			470,467
Investment of cash into Trust Account			$ 200,000,000
Condition for future business combination use of proceeds percentage			80
Condition For Future Business Combination Threshold Percentage Ownership			50
Condition For Future Business Combination Threshold Net Tangible Assets			$ 5,000,001
Redemption limit percentage without prior consent			15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100.00%
Maximum allowed dissolution expenses			$ 100,000
Cash held outside of Trust Account			891,406
Working capital			1,060,973
Common shares, shares issued | shares	40,000,000
Issue price per share | $ / shares	$ 10.00
Gross proceeds from issuance of common stock	$ 400,000,000		$ 25,000
Business Combination Agreement
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares	$ 10.00
Common shares, par value, (per share) | $ / shares	$ 0.0001
Business Combination Agreement | FGH and Forbes
Subsidiary, Sale of Stock [Line Items]
Percentage of issued share capital held directly or indirectly	100.00%
Business Combination Agreement | Forbes
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares	$ 10.00
Business combination, aggregate consideration to be paid	$ 620,000,000
Deductible amount from businesses combination aggregate cash consideration	$ 145,000,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares		20,000,000	20,000,000
Purchase price, per unit | $ / shares		$ 10.00	$ 10.00
Gross proceeds		$ 200,000,000
Transaction costs			$ 11,470,467
Underwriting fees			4,000,000
Deferred underwriting fee payable			7,000,000
Other offering costs			$ 470,467
Investment of cash into Trust Account		$ 200,000,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares			6,000,000
Price of warrant | $ / shares			$ 1.00
Proceeds from sale of private placement warrants			$ 6,000,000

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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details)	Sep. 30, 2021 USD ($)
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Condition of minimum net tangible assets upon redemption	$ 5,000,001

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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Effect of the restatement on each financial statement line item (Details) - USD ($)	2 Months Ended	3 Months Ended		5 Months Ended	8 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2021	Sep. 30, 2021	Mar. 25, 2021	Jan. 21, 2021
Balance Sheet (unaudited)
Class A common stock subject to possible redemption	$ 200,000,000		$ 200,000,000	$ 200,000,000		$ 200,000,000
Additional paid-in capital		$ 0			$ 0
Accumulated deficit	(30,263,942)	(24,553,322)	(19,122,075)	(19,122,075)	(24,553,322)	(29,136,879)
Total shareholders' equity (deficit)	$ (30,263,367)	$ (24,552,822)	$ (19,121,575)	$ (19,121,575)	(24,552,822)	(29,136,304)	$ 0
Statement of Operations (unaudited)
Diluted weighted average shares outstanding		25,000,000
Class A ordinary shares
Balance Sheet (unaudited)
Class A common stock subject to possible redemption		$ 200,000,000			200,000,000
Class A ordinary shares		$ 0			$ 0
Statement of Operations (unaudited)
Basic weighted average shares outstanding	1,333,333	20,000,000	20,000,000	10,777,778	15,059,761
Diluted weighted average shares outstanding	1,333,333	20,000,000	20,000,000	10,777,778	15,059,761
Basic net (loss) income per share of ordinary share	$ (1.00)	$ (0.22)	$ 0.45	$ 0.41	$ 0.04
Diluted net (loss) income per share of ordinary share	$ (1.00)	$ (0.22)	$ 0.45	$ 0.41	$ 0.04
Class B ordinary shares
Balance Sheet (unaudited)
Class A ordinary shares		$ 500			$ 500
Statement of Operations (unaudited)
Basic weighted average shares outstanding	3,555,556	5,000,000	5,000,000	4,305,556	4,920,319
Diluted weighted average shares outstanding	3,555,556	5,000,000	5,000,000	4,305,556	4,920,319
Basic net (loss) income per share of ordinary share	$ (1.00)	$ (0.22)	$ 0.45	$ 0.41	$ 0.04
Diluted net (loss) income per share of ordinary share	$ (1.00)	$ (0.22)	$ 0.45	$ 0.41	$ 0.04
As Previously Reported
Balance Sheet (unaudited)
Class A common stock subject to possible redemption	$ 164,736,630		$ 175,878,420	$ 175,878,420		165,863,690
Class A ordinary shares	353		241	241		341
Additional paid-in capital	9,884,326					8,756,203
Accumulated deficit	(4,885,251)		4,999,264	4,999,264		(3,757,113)
Total shareholders' equity (deficit)	$ 5,000,003		$ 5,000,005	$ 5,000,005		5,000,006
As Previously Reported | Class A ordinary shares
Statement of Operations (unaudited)
Basic weighted average shares outstanding	16,473,663		17,587,842	17,587,842
Diluted weighted average shares outstanding	16,473,663		17,587,842	17,587,842
Basic net (loss) income per share of ordinary share	$ 0.00		$ 0.00	$ 0.00
Diluted net (loss) income per share of ordinary share	$ 0.00		$ 0.00	$ 0.00
As Previously Reported | Class B ordinary shares
Statement of Operations (unaudited)
Basic weighted average shares outstanding	8,526,337		7,412,158	7,412,158
Diluted weighted average shares outstanding	8,526,337		7,412,158	7,412,158
Basic net (loss) income per share of ordinary share	$ (0.57)		$ 1.50	$ 0.84
Diluted net (loss) income per share of ordinary share	$ (0.57)		$ 1.50	$ 0.84
Adjustments
Balance Sheet (unaudited)
Class A common stock subject to possible redemption	$ 35,263,370		$ 24,121,580	$ 24,121,580		34,136,310
Class A ordinary shares	(353)		(241)	(241)		(341)
Additional paid-in capital	(9,884,326)					(8,756,203)
Accumulated deficit	(25,378,691)		(24,121,339)	(24,121,339)		(25,379,766)
Total shareholders' equity (deficit)	$ (35,263,370)		$ (24,121,580)	$ (24,121,580)		$ (34,136,310)
Adjustments | Class A ordinary shares
Statement of Operations (unaudited)
Basic weighted average shares outstanding	(15,140,330)		2,412,158	(6,810,064)
Diluted weighted average shares outstanding	(15,140,330)		2,412,158	(6,810,064)
Basic net (loss) income per share of ordinary share	$ (1.00)		$ 0.45	$ 0.41
Diluted net (loss) income per share of ordinary share			$ 0.45	$ 0.41
Adjustments | Class B ordinary shares
Statement of Operations (unaudited)
Basic weighted average shares outstanding	(4,970,781)		(2,412,158)	(3,106,602)
Diluted weighted average shares outstanding	(4,970,781)		(2,412,158)	(3,106,602)
Basic net (loss) income per share of ordinary share	$ (0.43)		$ (1.05)	$ (0.43)
Diluted net (loss) income per share of ordinary share	$ (0.43)		$ (1.05)	$ (0.43)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	8 Months Ended
	Sep. 30, 2021	Mar. 25, 2021
Investments held in Trust Account	$ 200,006,205
Offering costs	11,470,467
Underwriting fees	4,000,000
Deferred underwriting fees	7,000,000
Other offering costs	470,467
Unrecognized tax benefits		$ 0
Unrecognized tax benefits accrued for interest and penalties		$ 0
Federal depository insurance coverage.	250,000
Public Warrants
Offering costs	$ 867,351
Class A ordinary shares
Class A ordinary shares subject to possible redemption	20,000,000
Offering costs	$ 10,603,116
Initial Public Offering
Offering costs	11,470,467
Underwriting fees	4,000,000
Deferred underwriting fees	7,000,000
Other offering costs	$ 470,467

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A ordinary shares reflected in the condensed balance sheet (Details) - USD ($)	2 Months Ended	8 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 25, 2021
Accretion of carrying value to redemption value	$ 25,403,116
Class A common stock subject to possible redemption	$ 200,000,000		$ 200,000,000	$ 200,000,000
Class A ordinary shares
Gross proceeds		$ 200,000,000
Proceeds allocated to Public Warrants		(14,800,000)
Issuance costs allocated to Class A ordinary shares		(10,603,116)
Accretion of carrying value to redemption value		25,403,116
Class A common stock subject to possible redemption		$ 200,000,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net (Loss) Income per Common Share (Details) - USD ($)	2 Months Ended	3 Months Ended		5 Months Ended	8 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2021	Sep. 30, 2021
Interest income on Trust Account		$ 3,021			$ 6,205
Diluted weighted average shares outstanding		25,000,000
Class A ordinary shares
Net (loss) income		$ (4,344,998)			$ 622,056
Basic weighted average shares outstanding	1,333,333	20,000,000	20,000,000	10,777,778	15,059,761
Diluted weighted average shares outstanding	1,333,333	20,000,000	20,000,000	10,777,778	15,059,761
Basic net (loss) income per share of ordinary share	$ (1.00)	$ (0.22)	$ 0.45	$ 0.41	$ 0.04
Diluted net (loss) income per share of ordinary share	$ (1.00)	$ (0.22)	$ 0.45	$ 0.41	$ 0.04
Class B ordinary shares
Net (loss) income		$ (1,086,249)			$ 203,238
Basic weighted average shares outstanding	3,555,556	5,000,000	5,000,000	4,305,556	4,920,319
Diluted weighted average shares outstanding	3,555,556	5,000,000	5,000,000	4,305,556	4,920,319
Basic net (loss) income per share of ordinary share	$ (1.00)	$ (0.22)	$ 0.45	$ 0.41	$ 0.04
Diluted net (loss) income per share of ordinary share	$ (1.00)	$ (0.22)	$ 0.45	$ 0.41	$ 0.04

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INITIAL PUBLIC OFFERING (Details) - $ / shares		8 Months Ended
	Mar. 25, 2021	Sep. 30, 2021
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	20,000,000	20,000,000
Purchase price, per unit	$ 10.00	$ 10.00
Number of warrants in a unit		1
Class A ordinary shares
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share)		$ 0.0001
Class A ordinary shares | Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share)		$ 0.0001
Number of shares in a unit		1
Number of shares issuable per warrant		1
Class A ordinary shares | Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants		$ 11.50

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PRIVATE PLACEMENT (Details)	8 Months Ended
	Sep. 30, 2021 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price | $	$ 6,000,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued | shares	6,000,000
Price of warrants | $ / shares	$ 1.00
Aggregate purchase price | $	$ 6,000,000
Number of shares per warrant | shares	1
Exercise price of warrant | $ / shares	$ 11.50

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RELATED PARTY TRANSACTIONS - Founder Shares (Details)			2 Months Ended
	May 11, 2021 shares	Jan. 26, 2021 USD ($) D $ / shares shares	Mar. 31, 2021 USD ($)
Related Party Transaction [Line Items]
Aggregate purchase price | $			$ 25,000
Founder Shares | Class B ordinary shares
Related Party Transaction [Line Items]
Shares Surrendered	750,000
Founder Shares | Sponsor | Class B ordinary shares
Related Party Transaction [Line Items]
Number of shares issued		25,000
Aggregate purchase price | $		$ 5,750,000
Share dividend		750,000
Aggregate number of shares owned		20
Restrictions on transfer period of time after business combination completion		1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares		$ 12.00
Threshold Period After Business Combination In Which Specified Trading Days Within Any Specified Trading Day Period Commences		150 days
Threshold trading days for transfer, assign or sale of shares or warrant, after the completion of the initial business combination | D		20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		30

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RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)		3 Months Ended	8 Months Ended
	Jan. 22, 2021	Sep. 30, 2021	Sep. 30, 2021	Jan. 26, 2021
Related Party Transaction [Line Items]
Accrued expenses		$ 10,000	$ 10,000
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note				$ 300,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	$ 10,000
Cease payment		30,000	70,000
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant		$ 2,000,000	$ 2,000,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant		$ 1.00	$ 1.00

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COMMITMENTS (Details)	8 Months Ended
	Sep. 30, 2021 USD ($) item $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Maximum number of demands for registration of securities | item	3
Underwriting cash discount per unit | $ / shares	$ 0.20
Underwriter cash discount | $	$ 4,000,000
Deferred fee per unit | $ / shares	$ 0.35
Aggregate deferred underwriting fee payable | $	$ 7,000,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Shares issued to underwriter | shares	3,000,000

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WARRANTS (Details)	1 Months Ended	8 Months Ended
	Feb. 28, 2021	Sep. 30, 2021 D $ / shares shares
Class of Warrant or Right [Line Items]
Number of trading days on which fair market value of shares is reported | D		10
Threshold issue price per share		$ 9.20
Minimum threshold written notice period for redemption of public warrants		30 days
Fair Market Value Per Share		$ 0.361
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding | shares		6,000,000
Public Warrants
Class of Warrant or Right [Line Items]
Threshold period for filling registration statement after business combination		15 days
Maximum threshold period for registration statement to become effective after business combination		60 days
Public Warrants expiration term		5 years
Public Warrants exercisable term from the closing of the initial public offering		1 year
Minimum threshold written notice period for redemption of public warrants		30 days
Warrants outstanding | shares		10,000,000
Public Warrants | Class A ordinary shares
Class of Warrant or Right [Line Items]
Percentage Of Gross Proceeds On Total Equity Proceeds		60.00%
Threshold issue price per share		$ 9.20
Threshold consecutive trading days for redemption of public warrants | D		10
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		115.00%
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18.00
Redemption price per public warrant (in dollars per share)		$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants | D		20
Threshold consecutive trading days for redemption of public warrants | D		30
Redemption period		30 days
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Adjustment of redemption price of stock based on market value and newly issued price 2 (as a percent)		180
Stock price trigger for redemption of public warrants (in dollars per share)		$ 10.00
Redemption price per public warrant (in dollars per share)		$ 0.10
Minimum threshold written notice period for redemption of public warrants		30 days
Threshold trading days for redemption of public warrants | D		20
Threshold consecutive trading days for redemption of public warrants | D		30

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SHAREHOLDERS DEFICIT - Preferred Stock Shares (Details)	Sep. 30, 2021 $ / shares shares
SHAREHOLDERS' DEFICIT
Preferred shares, shares authorized	5,000,000
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred shares, shares issued	0
Preferred shares, shares outstanding	0

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SHAREHOLDERS DEFICIT - Common Stock Shares (Details)	8 Months Ended
	Sep. 30, 2021 Vote $ / shares shares	Aug. 26, 2021 shares
Class of Stock [Line Items]
Common shares, shares issued (in shares)		40,000,000
Class A ordinary shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	500,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	20,000,000
Common shares, shares outstanding (in shares)	0
Class A common stock subject to possible redemption, outstanding (in shares)	20,000,000
Class B ordinary shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	50,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	5,000,000
Common shares, shares outstanding (in shares)	5,000,000
Ratio to be applied to the stock in the conversion	20

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FAIR VALUE MEASUREMENTS (Details)	Sep. 30, 2021 USD ($)
Assets:
Money Market investments	$ 200,006,205
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	18,620,000
Recurring
Assets:
Money Market investments	200,006,205
Recurring | Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	11,600,000
Recurring | Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	7,020,000
Level 1 | Recurring
Assets:
Money Market investments	200,006,205
Level 1 | Recurring | Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	11,600,000
Level 3 | Recurring | Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	$ 7,020,000

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FAIR VALUE MEASUREMENTS - Significant inputs to monte carlo simulation and black scholes model for fair value (Details)	Sep. 30, 2021	Mar. 25, 2021
Public Warrants | Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		9.76
Public Warrants | Strike price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		11.50
Public Warrants | Expected life of the option to convert (in years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		6.59
Public Warrants | Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		1.19
Public Warrants | Fair value of warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		1.48
Public Warrants | Pre-merger | Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		4.5
Public Warrants | Post-merger | Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		25.0
Private Placement Warrants | Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	9.89	9.76
Private Placement Warrants | Strike price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	11.50	11.50
Private Placement Warrants | Probability of completing a Business Combination
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		83.0
Private Placement Warrants | Remaining term (in years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	6.05	6.59
Private Placement Warrants | Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	15.4	21.3
Private Placement Warrants | Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	1.16	1.19
Private Placement Warrants | Fair value of warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	1.17	1.48

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FAIR VALUE MEASUREMENTS - Fair value of warrants liabilities (Details) - USD ($)	3 Months Ended	8 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value as of beginning balance		$ 0
Initial measurement at March 25, 2021		23,680,000
Change in fair value of warrant liabilities		(5,060,000)
Fair value as of ending balance	$ 18,620,000	18,620,000
Change in fair value of warrant liabilities recognized in statement of operations	(5,180,000)	5,060,000
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value as of beginning balance		0
Initial measurement at March 25, 2021		23,680,000
Change in fair value of warrant liabilities		5,060,000
Fair value as of ending balance	7,020,000	7,020,000
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value as of beginning balance		0
Initial measurement at March 25, 2021		8,880,000
Change in fair value of warrant liabilities		(1,860,000)
Fair value as of ending balance	7,020,000	7,020,000
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value as of beginning balance		0
Initial measurement at March 25, 2021		14,800,000
Change in fair value of warrant liabilities		(3,200,000)
Fair value as of ending balance	$ 11,600,000	11,600,000
Public Warrants | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfer of Public Warrants to Level 1 measurement		$ (11,600,000)