10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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 ☐

At October 28, 2022, there were 25,000,000 Class A ordinary shares, $0.0001 par value per share, and 6,250,000 Class F ordinary shares, $0.0001 par value per share, issued and outstanding.

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

1. Organization and Business Operations

Organization and General

AfterNext HealthTech Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on April 12, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

The Company was formed on April 12, 2021 and as of that date had not commenced operations. On May 3, 2021, the Company was funded with $25,000 for which it issued Founder Shares (as defined below). All activity for the period from April 12, 2021 (“Inception”) through September 30, 2022 relates to the Company’s formation, its initial public offering (“Public Offering”), which closed on August 16, 2021 (the “Close Date”), and the identification and evaluation of potential acquisition targets for a Business Combination. The Company will not generate operating revenues prior to the completion of the Business Combination and will generate non-operating income in the form of interest income on Permitted Investments (as defined below) from the proceeds derived from the Public Offering.

Going Concern

If the Company does not complete an initial Business Combination within 24 months from the Close Date, the Company will (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem all of the Class A ordinary shares issued in the Public Offering at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”), including interest, net of taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the shareholder rights of owners of Class A ordinary shares (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution, including Trust Account assets, will be less than the initial public offering price in the Public Offering. This mandatory liquidation and subsequent dissolution requirement raises substantial doubt about the Company’s ability to continue as a going concern.

The accompanying condensed financial statements have been prepared on a going concern basis and do not include any adjustments that might arise as a result of uncertainties about the Company’s ability to continue as a going concern.

Sponsor

The Company’s sponsor is AfterNext HealthTech Sponsor, Series LLC, a Delaware series limited liability company (the “Sponsor”). On May 3, 2021, the Sponsor purchased an aggregate of 20,000,000 Class F ordinary shares (“Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.001 per share. Prior to the Sponsor’s initial investment in the Company of $25,000, the Company had no assets. The purchase price per share of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the Sponsor by the number of Founder Shares issued by the Company.

Public Offering

The Company intends to finance a Business Combination with proceeds from its Public Offering of units (“Units”) at a price of $10.00 per Unit, each consisting of one Class A ordinary share, $0.0001 par value, of the Company (“Class A ordinary shares”) and one third of one redeemable warrant, and proceeds from the sale of private placement warrants at a price of $1.50 per warrant (“Private Placement Warrants”).

The Trust Account

Gross proceeds of $250,000,000 and $7,000,000 from the Public Offering and the sale of the Private Placement Warrants, respectively, less underwriting discounts of $5,000,000; and funds of $2,000,000 designated to pay the Company’s accrued formation and offering costs, ongoing administrative and acquisition search costs, plus repay notes payable of $750,000 to the Sponsor at the Close Date, were placed in the Trust Account at the Close Date. Starting January 2022, the funds in the Trust Account may be invested only in specified U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations (collectively “Permitted Investments”).

Funds will remain in the Trust Account except for the withdrawal of interest earned on the funds that may be released to the Company to pay taxes and up to $100,000 of any dissolution expenses. The proceeds from the Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination within 24 months from the close of the Public Offering and (iii) the redemption of all of the Company’s Public Shares if it is unable to complete the Business Combination within 24 months from the close of the Public Offering, subject to applicable law.

The remaining proceeds outside the Trust Account may be used to pay business, legal and accounting due diligence on prospective acquisitions, listing fees and continuing general and administrative expenses.

Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a target business. Although the Company is not limited to, and may pursue targets in, any industry or geography, we intend to focus on industries that complement the Sponsor’s and management team’s background in technology, healthcare and related areas. As used herein, the target business must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the Company signing a definitive agreement.

After signing a definitive agreement for a Business Combination, the Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Class A ordinary shares either (i) in connection with a shareholder meeting to approve the Business Combination or (ii) by means of a tender offer. Each Public Shareholder may elect to redeem their shares irrespective of whether they vote for or against the Business Combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be approximately $10.00 per Public Share. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by any deferred underwriting commissions payable to underwriters. The decision as to whether the Company will seek shareholder approval of the Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval under applicable law or stock exchange listing requirements. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding Class A ordinary shares voted are voted in favor of the Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, after payment of the deferred underwriting commission. In such an instance, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination.

The Company has 24 months from the Close Date to complete its Business Combination. If the Company does not complete a Business Combination within this period, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not 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 in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The initial shareholders and the Company’s officers and directors have entered into a letter agreement with the

Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Business Combination within 24 months from the closing of the Public Offering. However, if the initial shareholders acquire Public Shares after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete the Business Combination within the allotted 24-month time period.

The underwriters have agreed to waive their rights to any deferred underwriting commission held in the Trust Account in the event the Company does not complete the Business Combination and those amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares.

If the Company fails to complete the Business Combination, the redemption of the Company’s Public Shares will reduce the book value of the shares held by the initial shareholders, who will be the only remaining shareholders after such redemptions.

If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a Public Shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes. As a result, such ordinary shares are recorded at their redemption amount and classified as temporary equity in accordance with ASC 480, “Distinguishing Liabilities from Equity.”

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at September 30, 2022 and December 31, 2021 and the results of operations and cash flows for the periods presented. Certain reclassifications of prior period financial statements have been made to conform to current reporting practices.

Emerging Growth Company

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 Securities Exchange Act of 1934, as amended) 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 an 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.

Cash

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have any cash equivalents as of September 30, 2022 or December 31, 2021.

Concentration of Credit Risk

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

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term nature.

Fair Value Measurement

ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value.

The three levels of the fair value hierarchy under ASC 820 are as follows:

Level 1 - Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used.

Level 2 - Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation.

In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment.

Derivative Liabilities

The Company evaluated the Warrants (as defined below in Note 3 – Public Offering) and Private Placement Warrants (as defined below in Note 4 – Related Party Transactions) (collectively, “Warrant Securities”) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC 815, the Warrant Securities are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (the Close Date) and remeasured 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.

Key inputs for the valuation models used to calculate the fair value of the Warrant Securities were as follows,


	September 30, 2022	December 31, 2021
Implied volatility	7.80%	12.00%
Risk-free interest rate	3.94%	1.30%
Instrument exercise price for one Class A ordinary share	$11.50	$11.50
Expected term	5.9 years	5.6 years

Redeemable Ordinary Shares

All of the 25,000,000 Class A ordinary shares sold as part of the Units in the 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 ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480.

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.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Offering Costs

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering”. The Company incurred offering costs allocated to the Class A ordinary shares contained in the Units sold in connection with the Public Offering primarily consisting of underwriter discounts, accounting and legal services, securities registration expenses and exchange listing fees. Offering costs of $14,188,153 allocated to the issuance and sale of the Class A ordinary shares contained in the Units were charged to temporary equity, and offering costs of $709,408 allocated to the issuance and sale of the warrants included in the Units were expensed.

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period as calculated using the treasury stock method. As of September 30, 2022, the Company had outstanding warrants and Private Placement Warrants to purchase up to 13,000,000 Class A ordinary shares. The weighted average of these shares was excluded from the calculation of diluted net income per ordinary share since the exercise of these instruments is contingent upon the occurrence of future events. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share.

As of September 30, 2022 and 2021, the Company had two classes of ordinary shares, Class A ordinary shares and Class F ordinary shares. For the three and nine months ended September 30, 2022, the three months ended September 30, 2021 and for the period from Inception to September 30, 2021, earnings are shared pro rata between the two classes of ordinary shares as follows:


	For the Three Months Ended September 30, 2022				For the Three Months Ended September 30, 2021
	Class A		Class F		Class A		Class F
Basic and diluted net income (loss) per ordinary share:
Numerator:
Allocation of net income	$	946,110	$	236,527	$	2,143,694	$	535,924


Cayman Islands		98-1595329
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

301 Commerce Street, Suite 3300 Fort Worth, TX		76102
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant.	AFTR.U	The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	AFTR	The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	AFTR.WS	The New York Stock Exchange


		Page
PART I.	FINANCIAL INFORMATION	2
Item 1.	Financial Statements	2
	Condensed Balance Sheet (unaudited)	2
	Condensed Statement of Operations (unaudited)	3
	Condensed Statement of Changes in Shareholders' Deficit (unaudited)	4
	Condensed Statement of Cash Flows (unaudited)	5
	Notes to Condensed Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II.	OTHER INFORMATION	21
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	24
Signatures		25


	September 30, 2022			December 31, 2021
Assets
Current assets:
Cash	$	937,075		$	1,738,011
Prepaid expenses		477,106			754,204
Total current assets		1,414,181			2,492,215
Investments held in Trust Account		251,477,255			250,000,000
Total assets	$	252,891,436		$	252,492,215
Liabilities and shareholders' deficit
Current liabilities:
Accrued professional fees and other expenses	$	211,105		$	189,610
Note payable to Sponsor		2,000,000			2,000,000
Derivative liabilities		2,080,000			9,100,000
Deferred underwriting compensation, current portion		8,750,000			—
Total current liabilities		13,041,105			11,289,610
Deferred underwriting compensation		—			8,750,000
Total liabilities		13,041,105			20,039,610
Commitments and contingencies
Class A ordinary shares subject to possible redemption; 25,000,000 shares at September 30, 2022 and December 31, 2021 at a redemption value of $10.06 and $10.00 per share, respectively		251,477,255			250,000,000
Shareholders' deficit:
Preferred shares, $0.0001 par value; 5,000,000 shares authorized, none issued or outstanding at September 30, 2022 and December 31, 2021		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, none issued or outstanding (excluding 25,000,000 shares subject to possible redemption) at September 30, 2022 and December 31, 2021		—			—
Class F ordinary shares, $0.0001 par value; 50,000,000 shares authorized, 6,250,000 shares issued and outstanding at September 30, 2022 and December 31, 2021		625			625
Additional paid-in capital		—			—
Accumulated deficit		(11,627,549	)		(17,548,020	)
Total shareholders' deficit		(11,626,924	)		(17,547,395	)
Total liabilities and shareholders' deficit	$	252,891,436		$	252,492,215


										For the Period
	For the Three			For the Three			For the Nine			from April 12, 2021
	Months Ended			Months Ended			Months Ended			(inception)
	September 30, 2022			September 30, 2021			September 30, 2022			to September 30, 2021
Revenue	$	—		$	—		$	—		$	—
Professional fees and other expenses		337,656			973,961			1,099,529			1,017,735
Change in fair value of derivatives		(390,000	)		(3,653,579	)		(7,020,000	)		(3,653,579	)
Income from operations		52,344			2,679,618			5,920,471			2,635,844
Interest income		1,130,293			—			1,477,255			—
Net income attributable to ordinary shares	$	1,182,637		$	2,679,618		$	7,397,726		$	2,635,844
Net income (loss) per ordinary share:
Class A ordinary shares - basic and diluted	$	0.04		$	0.17		$	0.24		$	0.32
Class F ordinary shares - basic and diluted	$	(0.14	)	$	0.04		$	0.00		$	0.04
Weighted average ordinary shares outstanding:
Class A ordinary shares - basic and diluted		25,000,000			12,500,000			25,000,000			6,686,047
Class F ordinary shares - basic and diluted		6,250,000			12,836,277			6,250,000			13,726,381


	Preferred Shares				Class A Ordinary Shares				Class F Ordinary Shares						Additional			Accumulated			Shareholders'
	Shares		Amount		Shares		Amount		Shares			Amount			Paid-In Capital			Deficit			Deficit
Balance at April 12, 2021 (inception)		—	$	—		—	$	—		—		$	—		$	—		$	—		$	—
Sales of Class F ordinary shares to Sponsor on May 3, 2021 at $0.001 per share		—		—		—		—		20,000,000			2,000			23,000			—			25,000
Net loss attributable to ordinary shares		—		—		—		—		—			—			—			(43,774	)		(43,774	)
Balance at June 30, 2021		—	$	—		—	$	—		20,000,000		$	2,000		$	23,000		$	(43,774	)	$	(18,774	)
Class F shares forfeited by Sponsor on August 11, 2021		—		—		—		—		(12,812,500	)		(1,281	)		1,281			—			—
Class F shares forfeited by Sponsor on August 25, 2021		—		—		—		—		(937,500	)		(94	)		94			—			—
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value as of September 30, 2021		—		—		—		—		—			—			(24,375	)		(26,663,777	)		(26,688,152	)
Net income attributable to ordinary shares		—		—		—		—		—			—			—			2,679,618			2,679,618
Balance at September 30, 2021		—	$	—		—	$	—		6,250,000		$	625		$	—		$	(24,027,933	)	$	(24,027,308	)

	Preferred Shares				Class A Ordinary Shares				Class F Ordinary Shares						Additional			Accumulated			Shareholders'
	Shares		Amount		Shares		Amount		Shares			Amount			Paid-In Capital			Deficit			Deficit
Balance at December 31, 2021		—	$	—		—	$	—		6,250,000		$	625		$	—		$	(17,548,020	)	$	(17,547,395	)
Net income attributable to ordinary shares		—		—		—		—		—			—			—			3,221,467			3,221,467
Balance at March 31, 2022		—	$	—		—	$	—		6,250,000		$	625		$	—		$	(14,326,553	)	$	(14,325,928	)
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value as of June 30, 2022		—		—		—		—		—			—			—			(346,962	)		(346,962	)
Net income attributable to ordinary shares		—		—		—		—		—			—			—			2,993,622			2,993,622
Balance at June 30, 2022		—	$	—		—	$	—		6,250,000		$	625		$	—		$	(11,679,893	)	$	(11,679,268	)
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value as of September 30, 2022		—		—		—		—		—			—			—			(1,130,293	)		(1,130,293	)
Net income attributable to ordinary shares		—		—		—		—		—			—			—			1,182,637			1,182,637
Balance at September 30, 2022		—	$	—		—	$	—		6,250,000		$	625		$	—		$	(11,627,549	)	$	(11,626,924	)


	For the Nine			For the Period from
	Months Ended			April 12, 2021 (inception)
	September 30, 2022			to September 30, 2021
Cash flows from operating activities:
Net income attributable to ordinary shares	$	7,397,726		$	2,635,844
Changes in operating assets and liabilities:
Prepaid expenses		277,098			(840,511	)
Change in fair value of derivative liabilities		(7,020,000	)		(3,653,579	)
Accrued expenses and formation costs		21,495			2,208,833
Interest on investments held in Trust Account		(1,477,255	)		—
Net cash provided by (used in) operating activities		(800,936	)		350,587
Cash flows from investing activities:
Proceeds deposited into Trust Account		—			(250,000,000	)
Net cash used in investing activities		—			(250,000,000	)
Cash flows from financing activities:
Proceeds from sale of Class F ordinary shares to Sponsor		—			25,000
Proceeds from sale of Units in initial public offering		—			250,000,000
Proceeds from sale of Private Placement Warrants to Sponsor		—			7,000,000
Proceeds of notes payable from Sponsor		—			750,000
Proceeds of underwriting discounts		—			(5,000,000	)
Proceeds of accrued offering costs		—			(424,781	)
Repayment of notes payable to Sponsor		—			(750,000	)
Net cash provided by financing activities		—			251,600,219
Net change in cash		(800,936	)		1,950,806
Cash at beginning of period		1,738,011			—
Cash at end of period	$	937,075		$	1,950,806
Supplemental disclosure of non-cash financing activities:
Accrued offering costs	$	—		$	722,780
Deferred financing costs	$	—		$	8,750,000