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ELLIOTTTable OPPORTUNITYof II CORP. Contents

PARTTable I.of FINANCIAL INFORMATION Contents

BTable Ordinaryof SharesContents

ThisTable Quarterly Report on Form10-Qincludes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings. Contents

GoingTable Concernof Contents

21Table of Contents

22Table of Contents

23Table of Contents

24Table of Contents

470-20)Table of Contents

EmergingTable Growthof Company Status Contents

PARTTable II—OTHERof INFORMATION Contents

FactorsTable that could cause our actual results to differ materially from those in this Quarterly Report onForm10-Qare any of the risks described in our AnnualForm10-Kfiled with the SEC on April 14, 2022. 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. Contents

ItemTable 3.of Defaults upon Senior Securities.Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2022~~2023

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

For the transition period from

ELLIOTT OPPORTUNITY II CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40549		98-1581385
(State or other jurisdiction ofincorporation)		(Commission File Number)		(I.R.S. EmployerIdentification Number)

360 S Rosemary Ave, 18th Floor

West Palm Beach,

~~West Palm Beach,~~ FL ~~33401~~

33401

(Address of principal executive offices, including zip code)

(212)974-6000

Registrant’s Telephone Number, Including Area Code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol(s)	Name of each exchangeon which registered
Class A ordinary shares included as part of the Units, par value $0.0001 per share	EOCW	The New York Stock Exchange
Redeemable warrants to acquire one Class A ordinary share included as part of the Units	EOCW WS	The New York Stock Exchange
Units, each consisting of one Class A ordinary share andone-fourthof a redeemable warrant to acquire one Class A ordinary share	EOCW.U	The New York Stock Exchange
Units, each consisting of one Class A ordinary share and one-fourth of a redeemable warrant to acquire one Class A ordinary share	EOCW.U	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(§ 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, anon-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-22of

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

~~12b~~Rule12b-22of

the Exchange Act). Yes ☒ No ☐

7As of May 10, 2023,

~~Table~~ of60,950,000 ~~Contents~~Class A ordinary shares, par value $0.0001 per share, and 15,237,500 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

~~Form10-Q~~ELLIOTT OPPORTUNITY II CORP.

~~For~~Form ~~the~~10-Q ~~Quarter Ended September 30, 2022~~

~~Table~~For ofthe ~~Contents~~Quarter Ended March 31, 2023

	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021 (audited)		1
Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from February 1, 2021 (Inception) to September 30, 2021		2
Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from February 1, 2021 (Inception) to September 30, 2021		3
Unaudited Condensed Statement of Cash Flows for the nine months ended September 30, 2022 and for the period from February 1, 2021 (Inception) to 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		20
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		26
Item 4. Controls and Procedures		26
Part II. Other Information
Item 1. Legal Proceedings		27
Item 1A. Risk Factors		27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		27
Item 3. Defaults Upon Senior Securities		27
Item 4. Mine Safely Disclosures		28
Item 5. Other Information		28
Item 6. Exhibits		28
Part III. Signatures		29

Table of Contents


	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of March 31, 2023 and December 31, 2022 (audited)		1
Condensed Statements of Operations for the three months ended March 31, 2023 and 2022		2
Condensed Statement of Changes in Shareholders’ Deficit for the three months ended March 31, 2023 and 2022		3
Condensed Statement of Cash Flows for the three months ended March 31, 2023 and 2022		4
Notes to Condensed Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		27
Item 4. Controls and Procedures		27
Part II. Other Information
Item 1. Legal Proceedings		28
Item 1A. Risk Factors		28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		28
Item 3. Defaults Upon Senior Securities		29
Item 4. Mine Safely Disclosures		30
Item 5. Other Information		30
Item 6. Exhibits		30
Part III. Signatures		31

~~ELLIOTT~~PART ~~OPPORTUNITY~~I. IIFINANCIAL ~~CORP.~~INFORMATION

~~CONDENSED~~Item ~~BALANCE~~1. ~~SHEETS~~Financial Statements.

	September 30, 2022 (Unaudited)			December 31, 2021 (Audited)
Assets
Current assets:
Cash	$	400,054		$	720,480
Prepaid expenses		636,842			856,416
Total Current Assets		1,036,896			1,576,896
Prepaid expenses—noncurrent		—			413,554
Investment held in Trust Account		613,359,931			609,610,629
TOTAL ASSETS	$	614,396,827		$	611,601,079
Liabilities and Shareholders’ Deficit
Current liabilities:
Accrued expenses	$	1,316,092		$	1,252,721
Due to related party		150,000			60,000
Total Current Liabilities		1,466,092			1,312,721
Deferred underwriters’ discount		21,332,500			21,332,500
Warrant liability		4,164,933			28,176,791
Total liabilities		26,963,525			50,822,012
Commitments and contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 60,950,000 at redemption value of $10.00 at September 30, 2022 and December 31, 2021		613,359,931			609,500,000
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding (excluding 60,950,000 shares subject to possible redemption) at September 30, 2022 and December 31, 2021		—			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 15,237,500 issued and outstanding at September 30, 2022 and December 31, 2021		1,524			1,524
Additional paid-in capital		—			—
Accumulated deficit		(25,928,153	)		(48,722,457	)
Total Shareholders’ Deficit		(25,926,629	)		(48,720,933	)
Total Liabilities and Shareholders’ Deficit	$	614,396,827		$	611,601,079

ELLIOTT OPPORTUNITY II CORP.

~~The~~CONDENSED ~~accompanying~~BALANCE ~~notes~~SHEETS ~~are an integral part of these unaudited condensed financial statements.~~


	March 31, 2023 (Unaudited)			December 31, 2022
Assets
Current assets:
Cash	$	216,824		$	356,174
Prepaid expenses		279,031			428,561

Total Current Assets		495,855			784,735
Investment held in Trust Account		625,163,280			618,545,624

TOTAL ASSETS	$	625,659,135		$	619,330,359

Liabilities and Shareholders’ Deficit
Current liabilities:
Accrued expenses	$	111,970		$	44,635
Due to related party		1,281,310			1,251,310

Total Current Liabilities		1,393,280			1,295,945
Deferred underwriters’ discount		21,332,500			21,332,500
Warrant liability		1,980,947			2,061,642

Total liabilities		24,706,727			24,690,087

Commitments and contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 60,950,000 at redemption value of $10.26 and $10.15 at March 31, 2023 and December 31, 2022, respectively		625,163,280			618,545,624
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding (excluding 60,950,000 shares subject to possible redemption) at March 31, 2023 and December 31, 2022		—			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 15,237,500 issued and outstanding at March 31, 2023 and December 31, 2022		1,524			1,524
Additional paid-in capital		—			—
Accumulated deficit		(24,212,396	)		(23,906,876	)

Total Shareholders’ Deficit		(24,210,872	)		(23,905,352	)

Total Liabilities and Shareholders’ Deficit	$	625,659,135		$	619,330,359

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

~~ELLIOTT~~1 ~~OPPORTUNITY II CORP.~~

~~CONDENSED~~Table ~~STATEMENTS~~of ~~OF OPERATIONS~~ Contents

~~(UNAUDITED)~~ELLIOTT OPPORTUNITY II CORP.

	Three Months Ended September 30,						Nine Months Ended September 30,			For the period from February 1, 2021 (Inception) to September 30,
	2022			2021			2022			2021
Formation and operating costs	$	311,612		$	348,223		$	1,108,070		$	360,490
Loss from operations		(311,612	)		(348,223	)		(1,108,070	)		(360,490	)
Other income:
Interest earned on investment held in Trust Account		2,697,903			58,244			3,749,302			58,244
Interest earned on cash held in bank account		623			1,140			1,145			1,153
Offering costs allocated to warrants		—			(1,053,836	)		—			(1,053,836	)
Fair value in excess of proceeds from sale of private warrants		—			(188,584	)		—			(188,584	)
Change in fair value of warrant liability		2,616,099			1,979,159			24,011,858			1,979,159
Total other income, net		5,314,625			796,123			27,762,305			796,136
Net income	$	5,003,013		$	447,900		$	26,654,235		$	435,646
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption		60,950,000			60,950,000			60,950,000			23,171,074
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.07		$	0.01		$	0.35		$	0.01
Weighted average shares outstanding, Class B ordinary shares		15,237,500			15,237,500			15,237,500			14,005,579
Basic and diluted net income per share, Class B ordinary shares	$	0.07		$	0.01		$	0.35		$	0.01

CONDENSED STATEMENTS OF OPERATIONS

~~The~~(UNAUDITED) ~~accompanying notes are an integral part of these unaudited condensed financial statements.~~


	For the Three Months Ended March 31,
	2023			2022
Formation and operating costs	$	387,351		$	426,919

Loss from operations		(387,351	)		(426,919	)
Other income:
Interest earned on investment held in Trust Account		6,617,656			48,767
Interest earned on cash held in bank account		1,136			270
Change in fair value of warrant liability		80,695			12,545,861

Total other income, net		6,699,487			12,594,898

Net income	$	6,312,136		$	12,167,979

Weighted average shares outstanding of Class A ordinary shares subject to possible redemption		60,950,000			60,950,000

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.08		$	0.16

Weighted average shares outstanding, Class B ordinary shares		15,237,500			15,237,500

Basic and diluted net income per share, Class B ordinary shares	$	0.08		$	0.16

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

~~ELLIOTT~~2 ~~OPPORTUNITY II CORP.~~

~~CONDENSED~~Table ~~STATEMENTS~~of ~~OF CHANGES IN SHAREHOLDERS’ DEFICIT~~ Contents

~~(UNAUDITED)~~ELLIOTT OPPORTUNITY II CORP.

~~FOR~~CONDENSED ~~THE~~STATEMENTS ~~THREE~~OF ~~AND~~CHANGES ~~NINE~~IN ~~MONTHS~~SHAREHOLDERS’ ~~ENDED~~DEFICIT ~~SEPTEMBER 30, 2022~~

	Class A Ordinary shares				Class B Ordinary shares				Additional Paid-in		Accumulated			Total Shareholder’s
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of January 1, 2022		—	$	—		15,237,500	$	1,524	$	—	$	(48,722,457	)	$	(48,720,933	)
Net income		—		—		—		—		—		12,167,979			12,167,979
March 31, 2022		—	$	—		15,237,500	$	1,524	$	—	$	(36,554,478	)	$	(36,552,954	)
Change in value of ordinary shares subject to redemption		—		—		—		—		—		(1,162,028	)		(1,162,028	)
Net income		—		—		—		—		—		9,483,243			9,483,243
June 30, 2022		—	$	—		15,237,500	$	1,524	$	—	$	(28,233,263	)	$	(28,231,739	)
Change in value of ordinary shares subject to redemption		—		—						—		(2,697,903	)		(2,697,903	)
Net income		—		—		—		—		—		5,003,013			5,003,013
September 30, 2022		—	$	—		15,237,500	$	1,524	$	—	$	(25,928,153	)	$	(25,926,629	)

(UNAUDITED)

FOR THE THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2021 AND~~ 2023

FOR THE PERIOD FROM FEBRUARY 1, 2021 (INCEPTION) TO SEPTEMBER 30, 2021


	Class A Ordinary shares				Class B Ordinary shares				Additional Paid-in Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Total Shareholders’ Deficit
Balance as of January 1, 2023		—	$	—		15,237,500	$	1,524	$	—	$	(23,906,876	)	$	(23,905,352	)
Change in value of ordinary shares subject to redemption		—		—						—		(6,617,656	)		(6,617,656	)
Net income		—		—		—		—		—		6,312,136			6,312,136

March 31, 2023		—	$	—		15,237,500	$	1,524	$	—	$	(24,212,396	)	$	(24,210,872	)

	Class A Ordinary shares						Class B Ordinary shares				Additional Paid-in			Accumulated			Total Shareholder’s
	Shares			Amount			Shares		Amount		Capital			Deficit			Equity
Balance as of February 1, 2021 (Inception)		—		$	—			—	$	—	$	—		$	—		$	—
Issuance of Class B ordinary shares to Sponsor		—			—			15,237,500		1,524		23,476			—			25,000
Net loss		—			—			—		—		—			(12,267	)		(12,267	)
March 31, 2021		—		$	—			15,237,500	$	1,524	$	23,476		$	(12,267	)	$	12,733
Net income		—			—			—		—		—			13			13
June 30, 2021		—		$	—			15,237,500	$	1,524	$	23,476		$	(12,254	)	$	12,746
Sale of 60,950,000 Units net of underwriting discount and offering expenses and fair value of public warrants		60,950,000			6,095			—		—		557,850,297			—			557,856,392
Class A ordinary shares subject to redemption		(60,950,000	)		(6,095	)		—		—		(557,873,773	)		(51,620,132	)		(609,500,000	)
Net income		—			—			—		—		—			447,900			447,900
September 30, 2021		—		$	—			15,237,500	$	1,524	$	—		$	(51,184,486	)	$	(51,182,962	)

FOR THE THREE MONTHS ENDED MARCH 31, 2022

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


	Class A Ordinary shares				Class B Ordinary shares				Additional Paid-in Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Total Shareholders’ Deficit
Balance as of January 1, 2022		—	$	—		15,237,500	$	1,524	$	—	$	(48,722,457	)	$	(48,720,933	)
Net income		—		—		—		—		—		12,167,979			12,167,979

March 31, 2022		—	$	—		15,237,500	$	1,524	$	—	$	(36,554,478	)	$	(36,552,954	)

3The accompanying notes are an integral part of these unaudited condensed financial statements.

~~Table~~3 ~~of Contents~~

~~ELLIOTT~~Table ~~OPPORTUNITY~~of ~~II CORP.~~ Contents

~~CONDENSED~~ELLIOTT ~~STATEMENTS~~OPPORTUNITY OFII ~~CASH~~CORP. ~~FLOWS~~

~~(UNAUDITED)~~CONDENSED STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30, 2022			For the period from February 1, 2021 (Inception) to September 30, 2021
Cash flows from operating activities:
Net income	$	26,654,235		$	435,646
Adjustments to reconcile net income to net cash used in operating activities:
Formation cost paid by Sponsor		—			12,267
Interest earned on marketable securities held in Trust Account		(3,749,302	)		(58,244	)
Offering costs allocated to warrants					1,053,837
Fair value in excess of proceed from sale of private warrants					188,584
Change in fair value of warrant liability		(24,011,858	)		(1,979,159	)
Changes in operating assets and liabilities:
Prepaid expense		633,128			(863,171	)
Other assets					(626,106	)
Accrued expenses		63,371			20,144
Due to related party		90,000			30,000
Net cash used in operating activities		(320,426	)		(1,786,202	)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	$	—		$	(609,500,000	)
Net cash used in investing activities		—			(609,500,000	)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discount		—			597,310,000
Proceeds from sale of Private Placements Warrants		—			16,190,000
Payment of promissory note		—			(286,377	)
Payment of offering costs		—			(442,856	)
Net cash provided by financing activities	$	—		$	612,770,767
Net change in cash		(320,426	)		1,484,565
Cash, beginning of period		720,480			—
Cash, end of the period	$	400,054		$	1,484,565
Supplemental disclosure of cash flow information:
Remeasurement of carrying value to redemption value	$	3,859,931		$	51,620,132
Deferred underwriters’ discount payable charged to additional paid-in capital	$	—		$	21,332,500
Accrued offering costs	$	—		$	580,500

(UNAUDITED)

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


	For the Three Months Ended March 31,
	2023			2022
Cash flows from operating activities:
Net income	$	6,312,136		$	12,167,979
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(6,617,656	)		(48,767	)
Change in fair value of warrant liability		(80,695	)		(12,545,861	)
Changes in operating assets and liabilities:
Prepaid expense		149,530			221,068
Accrued expenses		67,335			(1,768	)
Due to related party		30,000			30,000

Net cash used in operating activities		(139,350	)		(177,349	)

Net change in cash		(139,350	)		(177,349	)
Cash, beginning of period		356,174			720,480

Cash, end of the period	$	216,824		$	543,131

Supplemental disclosure of cash flow information:
Remeasurement of carrying value to redemption value	$	6,617,656		$	—

4The accompanying notes are an integral part of these unaudited condensed financial statements.

~~Table~~4 ~~of Contents~~

~~ELLIOTT~~Table ~~OPPORTUNITY~~of ~~II CORP.~~ Contents

~~NOTES~~ELLIOTT TOOPPORTUNITY ~~CONDENSED~~II ~~UNAUDITED~~CORP. ~~FINANCIAL STATEMENTS~~

(NOTES TO UNAUDITED) CONDENSED FINANCIAL STATEMENTS

Note 1 — Organization and Business Operations

Elliott Opportunity II Corp. (formerly known as Wood Hill Opportunity Corp., the “Company”) was incorporated as a Cayman Islands exempted company on February 1, 2021. The Company was incorporated for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to the Business Combination with it.

As of March 31, 2023, the Company had not commenced any operations. All activity for the period from February 1, 2021 (inception) through March 31, 2023 relates to the Company’s formation and the initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate

non-operating

income in the form of interest income on cash and investments held in the Trust Account from the proceeds derived from the Initial public offering (as defined below). The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Elliott Opportunity Sponsor II L.P., a Delaware limited partnership (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective on June 28, 2021 (the “Effective Date”). On July 1, 2021, the Company consummated the initial public offering (the “Public Offering” or “IPO”) of 60,950,000 units (the “Units”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 7,950,000 Units, at $10.00 per unit, generating gross proceeds of $609,500,000, which is discussed in Note 3.

Simultaneously with the closing of the IPO, the Company consummated the sale of 10,793,333 warrants to the Sponsor (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $16,190,000, which is discussed in Note 4. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at $11.50 per share.

Transaction costs of the IPO amounted to $34,844,966, comprised of $12,190,000 of underwriting discount, $21,332,500 of deferred underwriting discount, and $1,322,466 of other offering costs, and of which $1,053,837 were allocated to expense associated with the warrant liability. Following the closing of the IPO on July 1, 2021, $609,500,000 (approximately $10.00 per Unit) from the net proceeds of the sale of the Units in the IPO, including a portion of the proceeds from the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and may only be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185

~~Transaction~~days ~~costs~~or ofless or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the ~~IPO~~Investment ~~amounted~~Company Act which invest only in direct U.S. government treasury obligations. Except with respect to ~~$34~~interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes,~~844~~ if any,~~966,~~ ~~comprised~~the proceeds from the IPO and the sale of ~~$12~~the Private Placement Warrants will not be released from the Trust Account (1) to the Company,~~190,000~~ until the completion of ~~underwriting~~the ~~discount~~initial Business Combination, ~~$21~~or (2) to the public shareholders,~~332,500~~ until the earliest of ~~deferred~~(a) ~~underwriting~~the ~~discount~~completion of the initial Business Combination, and $1then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem,~~322~~ subject to the limitations,~~466~~ (b) the redemption of ~~other~~any ~~offering~~public ~~costs,~~shares properly tendered in connection with a (A) shareholder vote to amend the amended and restated memorandum and articles of ~~which~~association ~~$1,053,837 were~~to ~~allocated~~modify the substance or timing of the Company’s obligation to ~~expense~~provide ~~associated~~holders of the Class A ordinary shares the right to have their shares redeemed in connection with the ~~warrant~~initial ~~liability.~~Business Combination or to redeem

100% of the public shares if the Company does not complete the initial Business Combination within 24 months from the closing of the Initial public offering (the “Combination Period”), or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or

~~under Rule 2a~~pre-~~7promulgatedunder~~initial

business combination activity, and (c) the redemption of the public shares if the Company has not consummated the initial Business Combination within 24 months from the closing of the Initial public offering. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders.

~~or pre-initial~~5

5Table of Contents

~~Table~~The Company will provide its public shareholders with the opportunity to redeem all or a portion of ~~Contents~~their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.00 per 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).

The Company will have 24 months from July 1, 2021, the closing of the IPO, to complete the initial Business Combination (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days, redeem the public shares, at

~~shareholders who redeem their Class A ordinary shares in connection with~~ a ~~shareholder vote described in clause (b)~~ in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public 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 the Company’s 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 the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to consummate an initial Business Combination within 24 months from the closing of the Public Offering.

The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares and any public shares purchased during or after the Public Offering in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Company’s Class A ordinary shares the right to have their shares redeemed in connection with its initial Business Combination or to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 24 months from the closing of the Public Offering, (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares or

~~The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the~~ pre-initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.00 per 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).

business combination activity and , (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares or private placement warrants they hold if the Company fails to consummate the Business Combination within 24 months from the closing of the Public Offering (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within 24 months from the closing of the Public Offering).

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts 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, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, 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 seek access to the Trust Account 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. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Company’s sponsor will not be responsible to the extent of any liability for such third-party claims. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~or pre-initial~~6

6Table of Contents

~~Table~~Liquidity ofand ~~Contents~~Capital Resources

As of March 31, 2023 and December 31, 2022 the Company had $216,824 and $356,174 in cash, respectively, and $897,425 and $511,210 in working capital deficit, respectively. As of March 31, 2023 and December 31, 2022, $15,663,280 and $9,045,624

~~independently~~, ~~verified~~respectively, ~~whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities~~ of the ~~Company.~~amount ~~Therefore,~~on ~~the~~deposit ~~Company~~in ~~cannot~~investment ~~assure~~held ~~that~~in the ~~Sponsor~~Trust ~~would~~Account berepresented ~~able~~interest ~~to satisfy those obligations~~income. ~~None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.~~

~~Liquidity~~The Company’s liquidity needs up to its IPO were satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $300,000, which was repaid in full on July 23, 2021 (see Note 5). Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital ~~Resources~~Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans.

AsThe ofCompany ~~September~~received a commitment letter dated March 30, 2022 ~~and~~that ~~December 31,~~confirms ~~2021~~the Sponsor will commit to provide periodic financial support to the Company ~~had~~at ~~approximately~~the ~~$0.4 million~~request ~~and~~of ~~$0.7 million~~the ~~in cash~~Company, ~~respectively,~~sufficient ~~and~~for ~~approximately~~it ~~($0.4 million)~~to ~~and~~satisfy ~~$0.3 million~~its inobligations ~~working capital,~~as ~~respectively.~~they Ascome due until the earlier of: ~~September~~(a) ~~30,~~the ~~2022~~completion ~~and~~of ~~December 31,~~the ~~2021~~initial Business Combination, ~~approximately~~or ~~$3.7~~(b) ~~million~~liquidation. ~~and~~Any ~~$0.11 million,~~such ~~respectively,~~support ofwill be repaid to the ~~amount~~Sponsor onby ~~deposit~~the inCompany ~~investment~~upon ~~held~~the incompletion of the ~~Trust~~Initial ~~Account~~Business ~~represented~~Combination ~~interest~~or ~~income~~upon liquidation.

~~The~~Based ~~Company’s~~on ~~liquidity needs up to its IPO were satisfied through a capital contribution from~~ the ~~Sponsor of $25~~foregoing,~~000 (see~~ ~~Note~~management 5)believes ~~for~~that the ~~founder~~Company ~~shares~~will ~~and~~have ~~the~~sufficient ~~loan~~working ~~under~~capital anand ~~unsecured~~borrowing ~~promissory~~capacity ~~note from the Sponsor of up~~ to ~~$300,000,~~meet ~~which~~its ~~was repaid in full on July 23, 2021 (see Note 5). Subsequent to the consummation of the IPO, the Company’s liquidity~~ needs ~~have been satisfied~~ through the ~~net~~earlier ~~proceeds~~of ~~from~~ the consummation of ~~the~~a ~~Private~~Business ~~Placement~~Combination ~~not~~or ~~held~~one inyear ~~the~~from ~~Trust~~this ~~Account~~filing. InOver ~~addition,~~this intime ~~order~~period, towe ~~finance~~will ~~transaction~~be ~~costs~~using inthese ~~connection~~funds ~~with~~to apay ~~Business~~existing ~~Combination~~accounts payable, ~~the~~identifying ~~Company’s~~and ~~Sponsor~~evaluating orprospective aninitial ~~affiliate~~Business ofCombination ~~the~~candidates, ~~Sponsor~~performing ordue ~~certain~~diligence ofon ~~the~~prospective ~~Company’s~~target ~~officers and directors may~~businesses, ~~but~~paying ~~are not~~for ~~obligated~~travel toexpenditures, ~~provide~~selecting the ~~Company~~target ~~Working~~business ~~Capital~~to ~~Loans~~merge ~~(see~~with ~~Note~~or ~~5).~~acquire, Toand ~~date~~structuring, ~~there~~negotiating ~~were~~and noconsummating ~~amounts~~the ~~outstanding~~Business ~~under any Working Capital Loans~~Combination.

~~The~~Going ~~Company~~Concern received a commitment letter dated March 30, 2022 that confirms the Sponsor will commit to provide periodic financial support to the Company at the request of the Company, sufficient for it to satisfy its obligations as they come due until the earlier of: (a) the completion of the initial Business Combination, or (b) liquidation. Any such support will be repaid to the Sponsor by the Company upon the completion of the Initial Business Combination or upon liquidation.

The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating our business. However, if the estimate of the costs of identifying a target business, undertaking

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds to pay existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. in-depth

due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company is unable to complete a Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

12 months away, should a Business Combination not occur and an extension is not requested by the Sponsor, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 1, 2023.

~~in-depth~~Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective targets, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business Combination.

~~205-40~~Risks and Uncertainties

Management continues to evaluate the impact of

~~Based on~~ the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective targets, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business Combination. 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 these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Risks~~7 ~~and Uncertainties~~

~~the COVID-19 pandemic~~Table of Contents

7The United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022. In response to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Table~~8 ~~of Contents~~

~~The~~Table ~~United States and global markets are experiencing volatility and disruption following the escalation~~ of geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022. In response to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Contents

8Note 2 —Significant Accounting Policies

~~Table~~Basis of ~~Contents~~Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions

~~Note 2 —Significant Accounting Policies~~ to Form 10-Q and

Article10

~~Basis~~ of ~~Presentation~~ Regulation S-X of

the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report Form

~~to Form~~ 10-~~Q and~~K

filed with the SEC on March 16, 2023.

~~10of Regulation S-X of~~Emerging Growth Company Status

The ~~accompanying~~Company ~~unaudited~~is ~~condensed~~an ~~financial~~“emerging ~~statements~~growth ~~should~~company,” beas ~~read~~defined in ~~conjunction~~Section 2(a) ~~with~~of the ~~Company’s~~Securities ~~Annual~~Act, ~~Report~~as ~~Form10-Kfiled~~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 ~~SEC~~auditor onattestation ~~April~~requirements of Section 14404 of the Sarbanes-Oxley Act, ~~2022~~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

~~Emerging Growth Company Status~~ to non-emerging growth

companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~The~~Use ~~Company is an “emerging growth company,” as defined in Section 2(a)~~ of ~~the~~Estimates Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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.

The preparation of the condensed financial statements in conformity with U.S. GAAP requires management to ~~non-emerging growth~~ make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

~~Use~~Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of ~~Estimates~~the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

~~The~~Cash ~~preparation of financial statements in conformity with US GAAP requires management to make estimates~~ and ~~assumptions~~Cash ~~that~~Equivalents affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

~~Cash~~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 March 31, 2023 and ~~Cash~~December 31, ~~Equivalents~~2022.

~~The~~Investment ~~Company~~Held ~~considers~~in ~~all~~Trust ~~short-term~~Account ~~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, 2022 and December 31, 2021.~~

As of March 31, 2023, investment in the Company’s Trust Account consisted of cash of $506 and U.S. Treasury Securities of $624,944,544 which matured April 17, 2023. As of December 31, 2022, investment in the Company’s Trust Account consisted of cash of $1,051 and U.S. Treasury Securities of $618,143,315 with a maturity date of March 30, 2023. The Company classifies its U.S. Treasury Securities as

~~Investment Held in Trust Account~~ held-to-maturity

in accordance with FASB ASC Topic 320 “Investments – Debt and Equity Securities”.

~~held~~Held-to-maturity

securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity

treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

~~Held-to-maturity~~9

9Table of Contents

~~Table~~The carrying value, excluding gross unrealized holding loss and fair value of ~~Contents~~held to maturity securities on March 31, 2023 are as follows:

The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on September 30, 2022 are as follows:


	Carrying Value as of March 31, 2023		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value as of March 31, 2023
Cash	$	506	$	—	$	—	$	506
U.S. Treasury Securities		624,944,544		218,229		—		625,162,774

	$	624,945,051	$	218,229	$	—	$	625,163,280

	Carrying Value as of September 30, 2022		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value as of September 30, 2022
Cash	$	365	$	—	$	—	$	365
U.S. Treasury Securities		613,175,673		183,893		—		613,359,565
	$	613,176,038	$	183,893	$	—	$	613,359,930

The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2022 are as follows:

The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021are as follows:


	Carrying Value as of December 31, 2022		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value as of December 31, 2022
Cash	$	1,051	$	—	$	—	$	1,051
U.S. Treasury Securities		618,143,315		401,259		—		618,544,573

	$	618,144,365	$	401,259	$	—	$	618,545,624

	Carrying Value as of December 31, 2021		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value as of December 31, 2021
Cash	$	1,396	$	—	$	—		$	1,396
U.S. Treasury Securities		609,609,233		—		(30,488	)		609,578,745
	$	609,610,629	$	—	$	(30,488	)	$	609,580,141

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of the

FASB ASC 340-10-S99-1. Offering ~~Costs Associated with the Initial Public Offering~~

costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and are presented

~~FASB~~as ~~ASC 340~~non-~~10-S99-1. Offering~~operating

expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged to temporary equity upon the completion of the Initial Public Offering. Accordingly, on February 1, 2021 offering costs totaling $34,844,966 (consisting of $12,190,000 of underwriting fee, $21,332,500 of deferred underwriting fee and $1,322,466 of other offering costs) were recognized with $1,053,837 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants.

~~as non-operating~~Ordinary Shares Subject to Possible Redemption

~~Ordinary Shares Subject to Possible Redemption~~ 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. 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. Accordingly, at March 31, 2023 and December 31, 2022, all of the Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

~~ASC 480-~~10~~-S99,~~

10Table of Contents

~~Table~~The Class A ordinary shares subject to possible redemption reflected on the balance sheet as of ~~Contents~~March 31, 2023 and December 31, 2022 is reconciled in the following table:

The Class A ordinary shares subject to possible redemption reflected on the balance sheet as of September 30, 2022 and December 31, 2021 is reconciled in the following table:


Gross Proceeds from IPO	$	609,500,000
Less:
Proceeds allocated to public warrants		(17,852,479	)
Class A ordinary shares issuance costs		(33,791,129	)
Plus:
Remeasurement of carrying value to redemption value		60,689,232

Class A ordinary shares subject to possible redemption, December 31, 2022	$	618,545,624

Remeasurement of carrying value to redemption value		6,617,656

Class A ordinary shares subject to possible redemption, March 31, 2023	$	625,163,280

Gross Proceeds from IPO	$	609,500,000
Less:
Proceeds allocated to public warrants		(17,852,479	)
Class A ordinary shares issuance costs		(33,791,129	)
Plus:
Remeasurement of carrying value to redemption value		51,643,608
Class A ordinary shares subject to possible redemption, December 31, 2021	$	609,500,000
Remeasurement of carrying value to redemption value		3,859,931
Class A ordinary shares subject to possible redemption, September 30, 2022	$	613,359,931

Net Income per Ordinary Share

~~Net~~The ~~Income~~Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the outstanding warrants to purchase 26,030,833 Class A ordinary shares in the calculation of diluted income per ~~Ordinary~~share ~~Share~~for the three months ended March 31, 2023 and 2022, since their exercise is contingent upon future events. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods. The tables below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share:

The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the outstanding warrants to purchase 26,030,833 Class A ordinary shares in the calculation of diluted income per share for the three and nine months ended September 30, 2022, since their exercise is contingent upon future events. There were no outstanding warrants during the period February 1, 2021 (Inception) to September 30, 2021. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods. The tables below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share:


	For the Three Months Ended March 31,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	5,049,709	$	1,262,427	$	9,734,383	$	2,433,596

Denominator:
Weighted-average shares outstanding		60,950,000		15,237,500		60,950,000		15,237,500

Basic and diluted net income per share	$	0.08	$	0.08	$	0.16	$	0.16

	For the Three Months Ended September 30, 2022				For the Three Months Ended September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	4,002,410	$	1,000,603	$	358,320	$	89,580
Denominator:
Weighted-average shares outstanding		60,950,000		15,237,500		60,950,000		15,237,500
Basic and diluted net income per share	$	0.07	$	0.07	$	0.01	$	0.01

Fair Value of Financial Instruments

	For the Nine Months Ended September 30, 2022				For the period from February 1, 2021 (Inception) to September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	21,323,388	$	5,330,847	$	271,525	$	164,121
Denominator:
Weighted-average shares outstanding		60,950,000		15,237,500		23,171,076		14,005,579
Basic and diluted net income per share	$	0.35	$	0.35	$	0.01	$	0.01

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

The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and

~~Fair Value of Financial Instruments~~ non-financial

assets and liabilities that arere-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities, ~~which~~reflects ~~qualify~~management’s asestimate ~~financial~~of ~~instruments~~amounts ~~under~~that ~~FASB~~the ~~ASC 820,~~Company ~~“Fair~~would ~~Value~~have ~~Measurements~~received ~~and~~in ~~Disclosures,”~~connection ~~approximates~~with the ~~carrying~~sale ~~amounts~~of ~~represented~~the assets or paid in connection with the ~~balance~~transfer ~~sheet~~of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, ~~primarily~~the ~~due~~Company seeks to ~~its~~maximize ~~short-term~~the ~~nature~~use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

~~non-financial~~11

~~The~~Table ~~fair value~~ of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Contents


Level 1		Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2		Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3		Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

~~Table~~See ofNote ~~Contents~~7 for additional information on assets and liabilities measured at fair value.

Level 1		Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
Level 2		Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
Level 3		Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Derivative Financial Instruments

~~See Note 7 for additional information on assets~~ and ~~liabilities measured~~ re-valued at ~~fair value.~~

each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current

~~Derivative Financial Instruments~~ or non-current

based on whether or

~~and~~not renet-~~valued at~~cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

~~or non-current~~Warrant Liability

The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note 4 and Note 7) in accordance with

~~not~~ASC ~~net~~815-~~cash~~40,

“Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) 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.

~~Warrant~~Income ~~Liability~~Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC ~~815-40~~ 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

~~Income~~ASC ~~Taxes~~Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company ~~follows~~is ~~the~~considered ~~asset~~to ~~and~~be ~~liability~~an ~~method~~exempted ofCayman ~~accounting~~Islands ~~for~~company ~~income~~with ~~taxes~~no ~~under~~connection ~~FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable~~ to ~~differences~~any ~~between~~other ~~the~~taxable ~~financial~~jurisdiction ~~statements carrying amounts of existing assets~~ and ~~liabilities~~is ~~and~~presently ~~their~~not ~~respective~~subject ~~tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected~~ to ~~apply to taxable~~ income intaxes ~~the years in which those temporary differences are expected to be recovered~~ or ~~settled.~~income ~~The effect on deferred~~ tax ~~assets~~filing ~~and~~requirements ~~liabilities of a change~~ in ~~tax rates is recognized in income in~~ the ~~period~~Cayman ~~that~~Islands ~~included~~or the ~~enactment~~United ~~date~~States. ~~Valuation~~As ~~allowances are established~~such, ~~when~~the ~~necessary,~~Company’s totax ~~reduce~~provision ~~deferred~~was ~~tax~~zero ~~assets~~for to the ~~amount~~period ~~expected to be realized~~presented.

~~ASC~~12 Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

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

12Concentration of Credit Risk

~~Table~~Financial instruments that potentially subject the Company to concentrations of ~~Contents~~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.

~~Concentration~~Recent ofAccounting ~~Credit~~Pronouncements ~~Risk~~

~~Financial~~Management ~~instruments~~does ~~that~~not ~~potentially~~believe ~~subject~~that ~~the~~any ~~Company~~recently toissued, ~~concentrations~~but ofnot ~~credit~~effective, ~~risk~~accounting ~~consist of cash accounts in a financial institution~~standards, ~~which,~~if atcurrently ~~times~~adopted, ~~may~~would ~~exceed~~have ~~the~~a ~~federal~~material ~~depository~~effect ~~insurance~~on ~~coverage~~the ~~of $250,000. The~~ Company’s ~~has~~financial ~~not experienced losses on these accounts~~statements.

~~Recent~~Note ~~Accounting~~3 ~~Pronouncements~~— Initial Public Offering

~~2020-06,~~Public Units

On July 1, 2021, the Company sold 60,950,000 Units, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 7,950,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary share, and

~~(Subtopic470~~one-~~20)~~fourth

of one redeemable warrant (the “Public Warrants”).

~~(Subtopic815-40):Accounting~~13

~~2020-06”),which~~Table of Contents

~~The~~Public ~~Company’s~~Warrants ~~management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.~~

~~Note~~Each 3whole —warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (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 sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) 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, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The warrants will become exercisable on the later of 12 months from the closing of the Initial ~~Public~~public ~~Offering~~offering or 30 days after the completion of its initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination at, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

~~Public~~The ~~Units~~Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and it will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that 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 appoints, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60thday after the closing of the 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, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

~~one-fourth~~Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00

13Once the warrants become exercisable, the Company may call the warrants for redemption (except as described herein with respect to the Private Placement Warrants):

~~Table~~• ofin ~~Contents~~whole and not in part;

~~Public~~• ~~Warrants~~at a price of $0.01 per warrant;

~~Each~~• ~~whole~~upon ~~warrant~~not entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. 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 the initial Business Combination at an issue price or effective issue price of less than ~~$9.20 per~~30 ~~Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company~~days’s board of directors and in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or such affiliates, as applicable, prior towritten ~~such~~notice ~~issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60%~~ of ~~the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination~~ redemption(~~net of redemptions), and (z)~~ the ~~volume weighted average trading price of the Company’s ordinary shares during the 20 trading~~ “30-day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) 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, and the $10.00 and $18.00 per share redemption ~~trigger prices described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00~~period” ~~and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent~~) to beeach ~~equal~~warrant ~~to 100%~~holder; and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The warrants will become exercisable on the later of 12 months from the closing of the Initial public offering or 30 days after the completion of its initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination at, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

~~The~~• ~~Company~~if, ~~has~~and ~~agreed~~only ~~that as soon as practicable~~if, ~~but in no event later than 20 business days after~~ the closing ofprice ~~the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise~~ of the warrants, and it will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares ~~until~~equals ~~the warrants expire~~ or ~~are~~exceeds ~~redeemed,~~$18.00 asper ~~specified~~share in the warrant agreement; provided that 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)~~as ofadjusted ~~the~~share ~~Securities Act~~sub-divisions, ~~the~~share ~~Company may~~capitalizations, ~~at its option~~reorganizations, ~~require~~recapitalizations ~~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~~like) ~~the~~for ~~Company~~any so20 ~~appoints,~~trading ~~the~~days ~~Company~~within ~~will not be required to file or maintain in effect~~ a ~~registration~~30-trading ~~statement.~~day Ifperiod aending ~~registration~~on ~~statement covering~~ the ~~Class A~~third ~~ordinary~~trading ~~shares~~day ~~issuable~~prior ~~upon~~to ~~exercise of~~ the ~~warrants~~date is not effective by the 60thday after the closing of the 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 awhich ~~“cashless basis” in accordance with Section 3(a)(9) of~~ the ~~Securities Act or another exemption, but the~~ Company ~~will~~sends ~~use its best efforts to register or qualify~~ the ~~shares~~notice ~~under~~of ~~applicable~~redemption ~~blue sky laws~~ to the ~~extent~~warrant ~~an exemption is not available~~holders.

~~Redemption~~14 ~~of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00~~

~~Once~~Table ~~the~~of ~~warrants become exercisable, the Company may call the warrants for redemption (except as described herein with respect to the Private Placement Warrants):~~ Contents

•Redemption inof ~~whole~~Warrants ~~and~~When ~~not~~the inPrice ~~part;~~per Class A Ordinary Share Equals or Exceeds $10.00

•Once atthe awarrants ~~price~~become ofexercisable, ~~$0.01~~the ~~per~~Company ~~warrant;~~may redeem the outstanding warrants:

• ~~upon~~in ~~not~~whole ~~less~~and ~~than~~not 30in ~~days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder~~part; ~~and~~

• ~~if,~~at ~~and~~$0.10 ~~only~~per ~~if,~~warrant ~~the~~upon ~~closing~~a ~~price~~minimum of ~~the~~30 ~~Class~~days’ Aprior ~~ordinary~~written ~~shares~~notice ~~equals~~of orredemption, ~~exceeds~~provided ~~$18.00~~that ~~per~~holders ~~share~~will ~~(as~~be ~~adjusted~~able ~~share~~to ~~sub-divisions,~~exercise ~~share~~their ~~capitalizations,~~warrants ~~reorganizations,~~on ~~recapitalizations~~a ~~and~~cashless ~~the~~basis ~~like)~~prior ~~for~~to ~~any~~redemption 20and ~~trading~~receive ~~days~~that ~~within~~number aof ~~30-trading~~Class ~~day~~A ~~period~~ordinary ~~ending~~shares onto ~~the~~be ~~third~~determined ~~trading~~by ~~day~~reference ~~prior~~ to the redemption date onand ~~which~~ the ~~Company~~“fair ~~sends~~market value” of the ~~notice~~Company’s ofClass ~~redemption~~A toordinary ~~the~~shares ~~warrant~~(as ~~holders.~~defined below);

14• if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders.

The “fair market value” of the Class A ordinary shares shall mean the volume-weighted average price of the Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. The Company will provide the warrant holders with the final fair market value no later than one business day after

~~Table of Contents~~the 10-day

trading 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).

~~Redemption~~Note of4 ~~Warrants~~— ~~When~~Private ~~the~~Placement ~~Price per Class A Ordinary Share Equals or Exceeds $10.00~~

~~Once~~Simultaneously with the ~~warrants~~closing ~~become~~of ~~exercisable~~the IPO, the Sponsor purchased an aggregate of 10,793,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $16,190,000, in a private placement. A portion of the ~~Company~~proceeds ~~may~~from ~~redeem~~the private placement was added to the ~~outstanding~~proceeds ~~warrants:~~from the IPO held in the Trust Account.

Except as described below, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the Initial public offering. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination to the Company’s officers and directors and other persons or entities affiliated with the initial purchasers of the private placement warrants) and they will not be redeemable by the Company so long as they are held by its sponsor or its permitted transferees. The Company’s sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless basis. The Private Placement Warrants will

~~• in whole and not in part;~~be non-redeemable

and exercisable on a cashless basis so long as they are held by the sponsor. If the Private Placement Warrants are held by holders other than the sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the Initial public offering.

The Sponsor, officers and directors have agreed to waive their redemption rights with respect to their Founder Shares and any public shares purchased during or after the Initial public offering in connection with (i) the completion of the initial Business Combination and (ii) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period, or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares

• 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 to be determined by reference to the redemption date and the “fair market value” of the Company’s Class A ordinary shares (as defined below);or pre-initial

business combination activity, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete its initial Business Combination within the Combination Period. In addition, the Company’s Sponsor, officers, and directors have agreed to vote any founder shares and public shares purchased during or after the Initial public offering in favor of the Company’s initial Business Combination.

•Note ~~if,~~5 ~~and~~— ~~only~~Related ~~if,~~Party ~~the~~Transactions closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders.

~~the 10-daytradingperiod~~Founder Shares

~~Note~~On 4February 1, —2021, ~~Private~~the ~~Placement~~initial shareholders paid $25,000, or approximately $0.002 per share, to cover for certain formation costs and offering costs in consideration for which they received 14,375,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On June 28, 2021, the Company effected a stock dividend of 0.2 shares per outstanding share, which increased the Founder Shares outstanding to 15,237,500, including an aggregate of up to 1,987,500 Founder Shares subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. All shares have been restated retroactively. As a result of the underwriters’ election to fully exercise their over-allotment option on July 1, 2021, none of the Founder Shares are subject to forfeiture any longer.

~~Simultaneously~~15 with the closing of the IPO, the Sponsor purchased an aggregate of 10,793,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $16,190,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account.

~~be non-redeemable~~Table of Contents

The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the date of the consummation of the initial Business Combination, or (ii) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for

orshare ~~pre~~sub-~~initial~~divisions,

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within

any 30

~~Note~~ trading 5day —period ~~Related~~commencing ~~Party~~at ~~Transactions~~ least

150 days after the initial Business Combination, or (y) the date on which the Company complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

~~Founder~~Promissory ~~Shares~~Note — Related Party

On February 1, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial public offering. These loans

~~On February~~are 1, 2021, the initial shareholders paid $25,000, or approximately $0.002 per share, to cover for certain formation costs and offering costs in consideration for which they received 14,375,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On June 28, 2021, the Company effected a stock dividend of 0.2 shares per non-interest

bearing, unsecured and are due at the earlier of December 31, 2021 or the closing of the Initial public offering. The Company had borrowed $286,377 under the promissory note and it repaid the Sponsor in full on July 23, 2021. As of March 31, 2023 and December 31, 2022, the note is no longer available to be drawn upon.

15Working Capital Loans

~~Table~~In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of ~~Contents~~the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination company at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of March 31, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans.

~~outstanding~~Due ~~share, which increased the Founder Shares outstanding~~ to ~~15,237,500,~~ ~~including~~Related anParty aggregate of up to 1,987,500 Founder Shares subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. All shares have been restated retroactively. As a result of the underwriters’ election to fully exercise their over-allotment option on July 1, 2021, none of the Founder Shares are subject to forfeiture any longer.

~~share~~As of March ~~sub-divisions~~31, 2023 and December 31, 2022, the Company has $1,281,310 and $1,251,310 as due to a related party recorded on the condensed balance sheets, respectively. The Company accrues the monthly administrative fees as a due to related party. As of March 31, 2023 and December 31, 2022, the Company accrued $30,000 and $120,000, respectively, related to administrative fees. Additionally, during the year ended December 31, 2022, the Sponsor paid certain expenses on the Company’s behalf in the amount of $1,071,310.

~~any 30-tradingdayperiod~~Administrative Services Agreement

~~Promissory~~We ~~Note~~pay —the ~~Related~~Sponsor ~~Party~~$10,000 per month for office space, secretarial and administrative services provided to members of our founding team. Upon completion of the initial Business Combination or our liquidation, we will cease paying such monthly fees. For the three ended March 31, 2023, $30,000 in administrative fee expense was incurred by the Company and accrued as due to related party, respectively. For the three months ended March 31, 2022, $30,000 in administrative fee expense was incurred by the Company.

~~are non-interest~~Note 6 — Commitments and Contingencies

~~Working~~Registration ~~Capital~~Rights ~~Loans~~

InThe ~~addition,~~holders inof ~~order~~the tofounder ~~finance~~shares, ~~transaction~~private ~~costs~~placement ~~in connection with an intended Business Combination~~warrants, ~~the~~Class A ~~Sponsor~~ordinary orshares anunderlying ~~affiliate of~~ the ~~Sponsor,~~private orplacement ~~certain~~warrants ~~of the Company’s officers~~ and ~~directors~~warrants that may, ~~but~~be ~~are~~issued ~~not~~upon ~~obligated~~conversion ~~to,~~of ~~loan~~working ~~the~~capital ~~Company~~loans ~~funds~~(and asany ~~may~~Class A beordinary ~~required~~shares ~~(“Working~~issuable ~~Capital~~upon ~~Loans”). If~~ the ~~Company~~exercise ~~completes~~of the ~~initial~~private ~~Business~~placement ~~Combination,~~warrants ~~the~~and ~~Company~~warrants that may ~~repay~~be ~~the~~issued ~~Working~~upon ~~Capital~~conversion ~~Loans out~~ of ~~the~~working ~~proceeds~~capital ofloans) ~~the~~will ~~Trust~~be ~~Account~~entitled ~~released~~ to ~~the~~registration ~~Company.~~rights ~~Otherwise,~~pursuant ~~such~~to ~~loans~~a ~~would~~registration beand ~~repaid~~shareholder ~~only~~rights ~~out~~agreement ofto ~~funds~~be ~~held~~signed ~~outside~~prior ~~the~~to ~~Trust~~or ~~Account.~~on In the ~~event~~effective ~~that~~date ~~the~~of ~~initial Business Combination does not close,~~ the ~~Company~~Initial ~~may~~public ~~use~~offering. aThe ~~portion~~holders of ~~the~~these ~~working~~securities ~~capital~~are ~~held~~entitled ~~outside~~to ~~the~~make ~~Trust~~up ~~Account~~ to ~~repay~~three ~~the~~demands, ~~Working~~excluding ~~Capital~~short ~~Loans~~form ~~but~~demands, nothat ~~proceeds from~~ the ~~Trust~~Company ~~Account~~registers ~~would~~such besecurities. ~~used~~In toaddition, ~~repay~~ the ~~Working~~holders ~~Capital~~have ~~Loans.~~certain Up“piggy-back” toregistration ~~$1,500,000 of~~rights ~~such~~with ~~Working~~respect ~~Capital~~to ~~Loans~~registration ~~may~~statements befiled ~~convertible~~subsequent ~~into~~to ~~warrants of~~ the ~~post-business~~Company’s ~~combination~~completion ~~company at a price~~ of ~~$1.50 per warrant at~~ the ~~option~~initial ofBusiness ~~the lender~~Combination. ~~Such~~The ~~warrants~~Company ~~would~~will bebear ~~identical to~~ the ~~Private~~expenses ~~Placement~~incurred ~~Warrants.~~in Asconnection ofwith ~~September 30, 2022 and December 31, 2021,~~ the ~~Company~~filing ~~had no borrowings~~of ~~under~~any ~~the~~such ~~Working~~registration ~~Capital Loans~~statements.

~~Administrative Services Agreement~~ 16

WeTable ~~pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members~~ of our founding team. Upon completion of the initial Business Combination or our liquidation, we will cease paying such monthly fees. For the three and nine months ended September 30, 2022, $30,000 and $90,000 in administrative fee expense was incurred by the Company and accrued as due to related party, respectively. For the three months ended September 30, 2021 and period from February 1, 2021 (Inception) to September 30, $30,000 and $38,691 in administrative fee expense was incurred by the Company and accrued as due to related party, respectively, $30,000 was accrued as due to related party and $8,691 was paid by the Company.Contents

~~Note~~Underwriting 6Agreement ~~— Commitments and Contingencies~~

The underwriter had

a 45

~~Registration~~-day ~~Rights~~option from the date of the IPO to purchase up to an aggregate of

7,950,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On July 1, 2021, the underwriter fully exercised its over-allotment option.

The ~~holders~~underwriters ofare ~~the~~entitled ~~founder~~to ~~shares,~~a ~~private~~deferred ~~placement~~underwriting ~~warrants,~~discount ~~Class~~of A3.5% ~~ordinary~~of ~~shares underlying~~ the ~~private~~gross ~~placement~~proceeds ~~warrants and warrants that may be issued upon conversion~~ of ~~working~~the ~~capital~~Public ~~loans~~offering, ~~(and~~or ~~any~~$ ~~Class~~21,332,500 Ain ~~ordinary shares issuable upon~~ the ~~exercise~~aggregate. ofThe ~~the~~deferred ~~private~~fee ~~placement warrants and warrants that may be issued upon conversion of working capital loans)~~ will be ~~entitled~~payable to ~~registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on~~ the ~~effective~~underwriters ~~date~~from of the ~~Initial~~amounts ~~public~~held ~~offering.~~in ~~The holders of these securities are entitled to make up to three demands, excluding short form demands, that~~ the ~~Company~~Trust ~~registers~~Account ~~such~~solely ~~securities.~~in ~~In addition,~~ the ~~holders~~event ~~have~~that ~~certain “piggy-back” registration rights with respect to registration statements filed subsequent to~~ the Company’s ~~completion~~completes ofan ~~the~~ initial Business Combination., ~~The~~subject ~~Company~~to ~~will bear~~ the ~~expenses~~terms ~~incurred~~of ~~in connection with~~ the ~~filing~~underwriting ~~of any such registration statements~~agreement.

16Note 7 — Fair Value Measurements

~~Table~~The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2023, and indicates the fair value hierarchy of ~~Contents~~the valuation inputs the Company utilized to determine such fair value:

Underwriting Agreement


	March 31, 2023		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash and Investments Held in Trust Account	$	625,163,280	$	625,163,280	$	—	$	—

	$	625,163,280	$	625,163,280	$	—	$	—

Liabilities:
Public Warrants Liability	$	1,159,574	$	1,159,574	$	—	$	—
Private Placement Warrants Liability		821,373		—		821,373		—

	$	1,980,947	$	1,159,574	$	821,373	$	—

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December ~~45-dayoptionfrom~~31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Public offering, or $ 21,332,500 in the aggregate. The deferred fee will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.


	December 31, 2022		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash and Investments Held in Trust Account	$	618,545,624	$	618,545,624	$	—	$	—

	$	618,545,624	$	618,545,624	$	—	$	—

Liabilities:
Public Warrants Liability	$	1,206,810	$	1,206,810	$	—	$	—
Private Placement Warrants Liability		854,832		—		854,832		—

	$	2,061,642	$	1,206,810	$	854,832	$	—

~~Note~~17 ~~7 — Fair Value Measurements~~

~~The~~Table ~~following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2022, and indicates the fair value hierarchy~~ of ~~the valuation inputs the Company utilized to determine such fair value:~~ Contents

The Warrants are accounted for as liabilities in accordance with

	September 30, 2022		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash and Investments Held in Trust Account	$	613,359,931	$	613,359,931	$	—	$	—
	$	613,359,931	$	613,359,931	$	—	$	—
Liabilities:
Public Warrants Liability	$	2,438,000	$	2,438,000	$	—	$	—
Private Placement Warrants Liability		1,726,933		—		1,726,933		—
	$	4,164,933	$	2,438,000	$	1,726,933	$	—

ASC 815-40 and

are presented within warrant liabilities on the Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis.

The ~~following~~Company ~~table~~established ~~presents~~the ~~information~~initial ~~about~~fair value of the Public Warrants on July 1, 2021, the date of the Company’s ~~liabilities~~Initial ~~that~~Public ~~are~~Offering, ~~measured~~using atan Option Pricing Method, incorporating a barrier option simulation through a modified Black Scholes framework, and as of March 31, 2023 and December 31, 2022 by using the associated trading price of the Public Warrants. The Company established the initial fair value of the Private Placement Warrants on July 1, 2021 and December 31, 2021 by using a ~~recurring~~Black-Scholes ~~basis~~option pricing method. As of March 31, 2023, the Private Placement Warrants were valued using the associated trading price of the Public Warrants. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The Public Warrants were subsequently classified as Level 1 as of December 31, 2021, ~~and~~following ~~indicates~~their ~~the~~detachment, ~~fair~~subsequent ~~value~~valuations ~~hierarchy~~are based upon the trading price of the ~~valuation~~Public ~~inputs~~Warrants. As of March 31, 2023, the ~~Company~~Private ~~utilized~~Placement Warrants were transferred to ~~determine~~a ~~such~~Level 2, ~~fair~~as ~~value:~~the Private Placement Warrants are being valued using the associated observable market of the Public Warrants.

	December 31, 2021		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash and Investments Held in Trust Account	$	609,610,629	$	609,610,629	$	—	$	—
	$	609,610,629	$	609,610,629	$	—	$	—
Liabilities:
Public Warrants Liability	$	16,304,125	$	16,304,125	$	—	$	—
Private Placement Warrants Liability		11,872,666		—		—		11,872,666
	$	28,176,791	$	16,304,125	$	—	$	11,872,666

Note 8 — Shareholders’ Deficit

17Preferred Shares

— The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2023 and December 31, 2022, there were no preference shares issued and outstanding.

~~Table of Contents~~Class

~~ASC~~ ~~815-40 and~~A Ordinary Shares

— The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. At March 31, 2023 and December 31, 2022, there were no shares issued and outstanding, excluding 60,950,000 shares subject to possible redemption.

The Company established the initial fair value of the Public Warrants on July 1, 2021, the date of the Company’s Initial Public Offering, using an Option Pricing Method, incorporating a barrier option simulation through a modified Black Scholes framework, and as of September 30, 2022 and December 31, 2021 by using the associated trading price of the Public Warrants. The Company established the initial fair value of the Private Placement Warrants on July 1, 2021 and December 31, 2021 by using a Black-Scholes option pricing method. As of September 30, 2022, the Private Placement Warrants were valued using the associated trading price of the Public Warrants. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The Public Warrants were subsequently classified as Level 1 as of September 30, 2021, following their detachment, subsequent valuations are based upon the trading price of the Public Warrants. As of September 30, 2022, the Private Placement Warrants were transferred to a Level 2, as the Private Placement Warrants are being valued using the associated observable market of the Public Warrants. Class

~~The~~ B ~~key~~Ordinary ~~inputs into the Black Scholes option pricing methods for the Private Warrants were as follows:~~ Shares

— The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each Class B ordinary shares. As of March 31, 2023 and December 31, 2022, there were 15,237,500 shares of Class B ordinary shares issued or outstanding.

Inputs	December 31,2021			July 1, 2021(InitialMeasurement)
Risk-free interest rate		1.3	%		1.4	%
Expected term remaining (years)		5.0			5.0
Expected volatility		17.1	%		30.1	%
Implied Stock price	$	9.77		$	9.60
Exercise price	$	11.50		$	11.50

Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.

~~During~~18 the nine months ended September 30, 2022 the Private Warrants were transferred from a Level 3 to a Level 2 in the amount of $1,726,933. The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs is summarized as follows for the nine months ended September 30, 2022:

	Warrant Liabilities
Fair Value as of December 31, 2021	$	11,872,666
Change in fair value of Warrants		(5,381,189	)
Fair Value as of March 31, 2022		6,491,477
Change in fair value of Warrants		(3,679,814	)
Fair Value as of June 30, 2022	$	2,811,663
Change in fair value of Warrants		(1,084,730	)
Transfer of Private Placement Warrants to Level 2		(1,726,933	)
Fair Value as of September 30, 2022	$	—

Table of Contents

The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an

~~Note 8 — Shareholders’ Deficit~~ as-converted

basis, 20% of the sum of the total number of ordinary shares issued and outstanding upon the consummation of the Initial public offering, plus the sum of 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 the initial Business Combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, members of the Company’s founding team or any of their affiliates upon conversion of Working Capital Loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than

~~Preferred Shares~~one-to-one.

~~Class~~Note 9 — Subsequent Events

AThe ~~Ordinary~~Company ~~Shares~~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 statements.

~~Class~~19

~~an as-converted~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

18References to the “Company,” “Elliott Opportunity II Corp.,” “our,” “us” or “we” refer to Elliott Opportunity II Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~Table~~Cautionary ofNote ~~Contents~~Regarding Forward-Looking Statements

~~one~~This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-~~one~~looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

~~Note~~Overview ~~9 — Subsequent Events~~

~~The~~We ~~Company~~are ~~evaluated~~a ~~subsequent~~blank ~~events~~check ~~and~~company ~~transactions~~incorporated ~~that~~on ~~occurred~~February 1, ~~after~~2021, ~~the~~as ~~balance~~a ~~sheet~~Cayman ~~date~~Islands upexempted tocompany ~~the~~with ~~date~~a ~~that~~business ~~the~~purpose ~~financial~~to ~~statements~~effect ~~were~~a ~~issued.~~merger, ~~Based~~capital ~~upon~~share ~~this review~~exchange, ~~other~~asset ~~than~~acquisition, asshare ~~described below~~purchase, ~~the~~reorganization ~~Company~~or ~~did~~similar ~~not~~business ~~identify~~combination ~~any~~with ~~subsequent~~one ~~events~~or ~~that~~more ~~would~~businesses ~~have required adjustment~~ or ~~disclosure~~assets in (the ~~financial~~“Business ~~statements~~Combination”).

19Our sponsor is Elliott Opportunity Sponsor II L.P., a Delaware limited partnership (the “Sponsor”). The registration statement for our initial public offering was declared effective on June 28, 2021. On July 1, 2021, we consummated our initial public offering (the “Initial Public Offering”) of 60,950,000 Units, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 7,950,000 Units, at $10.00 per unit, generating gross proceeds of $609,500,000. Transaction costs of the Initial Public Offering amounted to $34,844,966, comprised of $12,190,000 of underwriting discount, $21,332,500 of deferred underwriting discount, and $1,322,466 of other offering costs, and of which $1,053,837 were allocated to expenses associated with the warrant liability.

~~Table~~Concurrently with the closing of ~~Contents~~the Initial Public Offering, we completed the private sale (the “Private Placement”) of 10,793,333 warrants (the “Private Placement Warrants”) to our Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of $16,190,000.

~~Item~~Upon 2the closing of the Initial Public Offering and the Private Placement, $609,500,000 ($10.00 ~~Management’s~~per ~~Discussion~~Unit) of the net proceeds of the Initial Public Offering and ~~Analysis~~certain of the proceeds of the Private Placement was placed in a U.S.-based trust account (the “Trust Account”) at UBS Financial ~~Condition~~Services Inc., maintained by Continental Stock Transfer & Trust Company, acting as trustee, and ~~Results~~was invested in permitted United States “government securities” within the meaning of ~~Operations~~Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. Our 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.

~~References~~We will have 24 months from the closing of the Initial Public Offering, or July 1, 2023, to complete the initial Business Combination (the “~~Company,~~Combination Period”). ~~“Elliott~~However, ~~Opportunity~~if IIwe ~~Corp.~~are unable to complete the initial Business Combination within the Combination Period,” ~~“our~~we will (i) cease all operations except for the purpose of winding up,” “(ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us” orto ~~“we”~~pay ~~refer~~the income taxes, if any (less up to ~~Elliott~~$100,000 ~~Opportunity~~of IIinterest ~~Corp.~~to ~~The~~pay ~~following~~dissolution ~~discussion~~expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and ~~analysis~~(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s ~~financial~~remaining ~~condition~~shareholders and ~~results~~the Company’s board of ~~operations~~directors, ~~should~~liquidate beand ~~read~~dissolve, subject in ~~conjunction~~the ~~with~~case of clauses (ii) and (iii), to the ~~unaudited~~Company’s ~~interim~~obligations ~~condensed~~under ~~financial~~Cayman ~~statements~~Islands law to provide for claims of creditors and the ~~notes~~requirements ~~thereto~~of ~~contained~~other ~~elsewhere~~applicable inlaw. ~~this~~Our ~~report.~~Sponsor, ~~Certain~~officers ~~information~~and ~~contained~~directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares they hold in connection with the ~~discussion~~completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and ~~analysis~~any ~~set~~Public ~~forth~~Shares ~~below~~purchased ~~includes~~during ~~forward-looking~~or ~~statements~~after ~~that~~the ~~involve~~Initial ~~risks~~Public Offering in connection with a shareholder vote to approve an amendment to the Company’s amended and ~~uncertainties.~~restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of the

~~Cautionary~~20 ~~Note Regarding Forward-Looking Statements~~

~~Overview~~Public Shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period, (B) with respect to any other provision relating to the rights of holders of our Public Shares or pre-initial business combination activity and, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares or Private Placement Warrants they hold if we fail to consummate the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if we fail to complete our initial Business Combination within the Combination Period). In the event of any such liquidating distribution from the Trust Account, 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 per Unit in the Initial Public Offering.

WeResults ~~are~~of aOperations newly organized blank check company incorporated on February 1, 2021, as a Cayman Islands exempted company with a business purpose to effect a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets (the “Business Combination”).

~~Our~~All ~~sponsor~~activity isfor ~~Elliott~~the ~~Opportunity~~period ~~Sponsor~~from ~~II L.P.~~February 1, a2021 ~~Delaware limited partnership~~ (~~the “Sponsor”~~inception). ~~The~~through ~~registration statement for our initial public offering was declared effective on June~~March 2831, ~~2021.~~2023 Onrelates ~~July 1,~~to ~~2021, we consummated~~ our ~~initial~~formation, ~~public offering (~~the “Initial Public Offering”) ~~of 60~~and,~~950,000~~ ~~Units,~~since ~~which includes~~ the ~~full~~closing ~~exercise~~of by the ~~underwriters~~Initial ofPublic Offering, the ~~over-allotment~~search ~~option~~for toa ~~purchase~~prospective aninitial ~~additional~~Business ~~7,950,000~~Combination ~~Units,~~candidate. atExcept ~~$10.00~~as ~~per~~set ~~unit,~~forth ~~generating~~in ~~gross~~the ~~proceeds~~immediately ofpreceding ~~$609~~sentence,~~500,000.~~ ~~Transaction~~we ~~costs~~have ofneither ~~the~~engaged ~~Initial~~in ~~Public~~any ~~Offering~~operations ~~amounted~~nor togenerated ~~$34,844,966,~~any ~~comprised~~revenues ofto ~~$12,190,000~~date. ofWe ~~underwriting~~will ~~discount,~~not ~~$21,332,500~~generate ofany ~~deferred~~operating ~~underwriting~~revenues ~~discount,~~until ~~and~~after ~~$1,322,466~~the completion of ~~other~~our ~~offering~~initial ~~costs,~~Business ~~and of which $1~~Combination,~~053,837~~ ~~were~~at ~~allocated to expenses associated with~~ the ~~warrant liability~~earliest.

~~Substantially~~We ~~concurrently~~generate ~~with~~non-operating income in the ~~closing~~form of ~~the~~interest ~~Initial~~income ~~Public~~on ~~Offering,~~cash wefrom ~~completed~~ the ~~private~~proceeds ~~sale~~derived (from the ~~“Private~~Initial ~~Placement”)~~Public ofOffering. ~~10,793,333~~We ~~warrants~~expect ~~(the~~to ~~“Private~~incur ~~Placement~~increased ~~Warrants”)~~expenses toas ~~our~~a ~~Sponsor~~result atof being a ~~purchase~~public ~~price~~company of(for ~~$1.50~~legal, ~~per~~financial ~~Private~~reporting, ~~Placement~~accounting ~~Warrant~~and auditing compliance), ~~generating~~as ~~gross~~well ~~proceeds~~as offor ~~$16,190,000~~due diligence expenses.

~~under~~For the three months ended March ~~Rule 2a-7 promulgated~~31, 2023, we had net income of $6,312,136. This consisted of interest income from investment in Trust Account and cash of $6,617,656, interest income from bank of $1,136 and gain from change in fair market value of warrants of $80,695, offset by formation and operating costs of $387,351.

atFor the three months ended March ~~a per-share price~~31, 2022, we had net income of $12,167,979, which consisted of formation and operating costs of $426,919 offset by interest income from investment in Trust Account of $48,767, interest income from bank of $270 and gain from change in fair market value of warrants of $12,545,861.

20Liquidity and Capital Resources

~~Table~~As of ~~Contents~~March 31, 2023 and December 31, 2022 the Company had $216,824 and $356,174 in cash, respectively, and $897,425 and $511,210 in working capital deficit, respectively. As of March 31, 2023 and December 31, 2022, $15,663,280 and $9,045,624, respectively, of the amount on deposit in investment held in the Trust Account represented interest income.

orThe Company’s liquidity needs up to its IPO were satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $300,000, which was repaid in full on July ~~pre-initial business~~23, 2021 (see Note 5). Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans.

~~Liquidity~~The ~~and~~Company ~~Capital~~received ~~Resources~~a commitment letter dated March 30, 2022 that confirms the Sponsor will commit to provide periodic financial support to the Company at the request of the Company, sufficient for it to satisfy its obligations as they come due until the earlier of: (a) the completion of the initial Business Combination, or (b) liquidation. Any such support will be repaid to the Sponsor by the Company upon the completion of the Initial Business Combination or upon liquidation.

AsBased ofon ~~September 30~~the foregoing, ~~2022~~management ~~and~~believes ~~December 31,~~that ~~2021~~ the Company ~~had~~will ~~approximately~~have ~~$0.4 million~~sufficient working capital and ~~$0.7 million~~borrowing incapacity ~~cash,~~to ~~respectively,~~meet ~~and~~its ~~approximately~~needs ~~($0.4~~through ~~million)~~the ~~and~~earlier $0of the consummation of a Business Combination or one year from this filing.~~3 million~~ inOver ~~working~~this ~~capital~~time period, ~~respectively.~~we Aswill ofbe ~~September 30~~using these funds to pay existing accounts payable, ~~2022~~identifying and ~~December 31,~~evaluating ~~2021~~prospective initial Business Combination candidates, ~~approximately~~performing ~~$3.7 million~~due ~~and~~diligence ~~$0.11 million~~on prospective target businesses, ~~respectively~~paying for travel expenditures, ofselecting the ~~amount~~target onbusiness ~~deposit~~to inmerge ~~investment~~with ~~held~~or inacquire, ~~the~~and ~~Trust~~structuring, ~~Account~~negotiating ~~represented~~and ~~interest~~consummating ~~income~~the Business Combination.

~~The~~Going ~~Company’s~~Concern liquidity needs up to its IPO were satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $300,000, which was repaid in full on July 23, 2021 (see Note 5). Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans.

The Company ~~received~~does anot ~~commitment~~believe ~~letter~~it ~~dated~~will ~~March 30,~~need ~~2022~~to ~~that~~raise ~~confirms~~additional ~~the~~funds ~~Sponsor~~in ~~will~~order ~~commit~~ to ~~provide~~meet ~~periodic~~the ~~financial~~expenditures ~~support~~required tofor operating our business. However, if the ~~Company~~estimate atof the ~~request~~costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the ~~Company~~actual amount necessary to do so, ~~sufficient~~the ~~for~~Company itmay have insufficient funds available to ~~satisfy~~operate ~~its~~our ~~obligations~~business asprior ~~they~~to ~~come~~a ~~due~~Business ~~until~~Combination. Moreover, the ~~earlier~~Company ~~of:~~may (need to obtain additional financing either to complete a) Business Combination or because the ~~completion~~Company becomes obligated to redeem a significant number of ~~the~~public ~~initial~~shares upon consummation of a Business Combination, in which case the Company may issue additional securities or ~~(b) liquidation.~~incur ~~Any~~debt ~~such~~in ~~support~~connection ~~will~~with besuch ~~repaid~~Business Combination. Subject to ~~the~~compliance ~~Sponsor~~with byapplicable securities laws, the Company ~~upon~~would only complete such financing simultaneously with the completion of a Business Combination. If the ~~Initial~~Company is unable to complete a Business Combination orbecause ~~upon~~it ~~liquidation~~does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

~~Based~~21 on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds to pay existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

The Company is a Special Purpose Acquisition Corporation with a scheduled liquidation date of July 1, 2023. The Company plans to complete the transaction before the liquidation date. In connection with the Special Purpose Acquisition Corporation’s assessment of going concern considerations in accordance with ASC Topic 205-~~depth~~40 Presentation of Financial Statements—Going Concern, although the Company intends to consummate a Business Combination on or before July 1, 2023, Management has determined that the mandatory liquidation deadline less than 12 months away, should a Business Combination not occur and an extension is not requested by the Sponsor, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 1, 2023.

~~205-40~~22

~~Table~~Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of ~~Contents~~the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective targets, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business Combination.

~~Based~~Risks ~~on the foregoing, management believes that the Company will have sufficient working capital~~ and ~~borrowing~~Uncertainties capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective targets, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business Combination.

~~Risks~~Management continues to evaluate the impact of the COVID-19 pandemic and ~~Uncertainties~~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 these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~the COVID-19 pandemic~~23

~~Table~~The United States and global markets are experiencing volatility and disruption following the escalation of ~~Contents~~geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022. In response to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The~~Off-Balance ~~United~~Sheet ~~States~~Arrangements and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022. In response to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Results~~As of ~~Operations~~March 31, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

~~All~~Inflation activity for the period from February 1, 2021 (inception) through September 30, 2022 relates to our formation, the Initial Public Offering and, since the closing of the Initial Public Offering, the search for a prospective initial Business Combination candidate. Except as set forth in the immediately preceding sentence, we have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest.

~~generate non-~~We do not believe that inflation had a material impact on our business, revenues or operating ~~income in~~ results during the period presented.

~~For~~Emerging ~~the~~Growth ~~three~~Company ~~months~~Status ended September 30, 2022, we had net income of $5,003,013 , which consisted of interest income from investment in Trust Account and cash of $2,698,526 and gain from change in fair market value of warrants of $2,616,099, offset by formation and operating expenses of $311,612.

~~For~~We ~~the~~are ~~nine~~an ~~months~~“emerging ~~ended~~growth ~~September 30~~company,” ~~2022~~as defined in Section 2(a) of the Securities Act, weas ~~had~~modified ~~net~~by ~~income~~the Jumpstart our Business Startups Act of ~~$26~~2012,~~654~~ (the “JOBS Act”),~~235,~~ ~~which~~and ~~consisted~~may take advantage of ~~interest~~certain ~~income~~exemptions from ~~investment~~various inreporting ~~Trust~~requirements ~~Account~~that ~~and~~are ~~cash~~applicable ofto $3other public companies that are not emerging growth companies including,~~750~~ but not limited to,~~477~~ ~~and~~not ~~gain~~being ~~from~~required ~~change~~to incomply ~~fair~~with ~~market~~the ~~value~~auditor attestation requirements of ~~warrants~~Section 404 of ~~$24~~the Sarbanes-Oxley Act,~~011~~ reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements,~~858,~~ ~~offset~~and byexemptions ~~formation~~from the requirements of holding a nonbinding advisory vote on executive compensation and ~~operating~~shareholder ~~expenses~~approval of ~~$1,108,070~~any golden parachute payments not previously approved.

~~For~~Further, Section 102(b)(1) of the ~~three~~JOBS ~~months~~Act ~~ended~~exempts ~~September 30,~~emerging ~~2021~~growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, wethose that have not had a ~~net~~Securities ~~income~~Act ofregistration ~~$447,900.~~statement Wedeclared ~~incurred~~effective ~~$348,223~~or do not have a class of ~~formation~~securities ~~and~~registered ~~operating~~under ~~costs~~the Exchange Act) are required to comply with the new or revised financial accounting standards. The ~~Company~~JOBS ~~also~~Act ~~recorded~~provides ~~unrealized~~that ~~gain~~a incompany ~~change~~can inelect ~~fair~~to ~~value~~opt out of ~~warrant~~the ~~liabilities~~extended oftransition ~~$1,979,159,~~period ~~loss~~and oncomply ~~sale~~with ofthe ~~Private~~requirements ~~Placement~~that ~~Warrants~~apply ofto non-emerging ~~$188,584,~~growth companies ~~offering~~but ~~costs~~any ~~allocated~~such election to ~~warrants~~opt out is irrevocable. We have elected not to opt out of $1such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,~~053~~ the Company,~~836~~ as an emerging growth company, ~~and~~can ~~interest~~adopt ~~income~~the ~~from~~new ~~investment~~or inrevised ~~Trust~~standard ~~Account~~at ~~and~~the ~~cash~~time private companies adopt the new or revised standard. This may make comparison of ~~$59,384~~our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~For~~Contractual ~~the~~Obligations period from February 1, 2021 (inception) to September 30, 2021, we had net income of $360,490. We incurred 360,490 of formation and operating, consisting mostly of general and administrative expenses. The Company also recorded unrealized gain in change in fair value of warrant liabilities of $1,979,159, offering costs allocated to warrants of $1,053,836, loss on sale of Private Placement Warrants of $188,584, and interest income from investment in Trust Account and cash of $59,397.

~~Contractual~~We ~~Obligations~~do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities other than deferred underwriting fee of $21,332,500, warrant liabilities of $1,980,947 as of March 31, 2023 and amounts owed to our Sponsor for administrative services of $210,000 as of March 31, 2023.

WeAdministrative doServices ~~not~~Agreement have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities other than deferred underwriting fee of $21,332,500, warrant liabilities of $4,164,933 and amounts owed to our Sponsor for administrative services of $120,000.

~~Administrative~~We ~~Services~~pay ~~Agreement~~the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of our founding team. Upon completion of the initial Business Combination or our liquidation, we will cease paying such monthly fees. For the three months ended March 31, 2023, $30,000 in administrative fee expense was incurred by the Company and accrued as due to related party. For the three months ended March 31, 2022, we incurred a total of $30,000 in administrative services.

WeRegistration ~~pay~~Rights the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of our founding team. Upon completion of the initial Business Combination or our liquidation, we will cease paying such monthly fees. For the three and nine months ended September 30, 2022, $30,000 and $90,000 in administrative fee expense was incurred by the Company and accrued as due to related party, respectively. For the three months ended September 30, 2021 and period from February 1, 2021 (Inception) to September 30, $30,000 and $38,691 in administrative fee expense was incurred by the Company and accrued as due to related party, respectively, $30,000 was accrued as due to related party and $8,691 was paid by the Company.

~~Registration~~The ~~Rights~~holders of the Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the 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 that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of the initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

~~The~~24 holders of the Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the 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 that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of the initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

~~Table~~Underwriting ofAgreement ~~Contents~~

~~Underwriting~~On ~~Agreement~~July 1, 2021, we paid an underwriting discount of 2% of the per Unit offering price, or approximately $12,190,000 million in the aggregate at the closing of the Initial Public Offering, and the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering, or $21,332,500 in the aggregate. The deferred fee will be payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete an initial Business Combination, subject to the terms of the underwriting agreement.

OnCritical ~~July 1,~~Accounting ~~2021,~~Policies we paid an underwriting discount of 2% of the per Unit offering price, or approximately $12,190,000 million in the aggregate at the closing of the Initial Public Offering, and the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering, or $21,332,500 in the aggregate. The deferred fee will be payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete an initial Business Combination, subject to the terms of the underwriting agreement.

~~Critical~~The ~~Accounting~~preparation ~~Policies~~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.

Ordinary Shares Subject to Possible Redemption

All of the 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 charter. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. 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. Accordingly, at March 31, 2023 and December 31, 2022, all of the Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balancesheetascurrent or non-current based onwhetheror not net-cash settlement orconversionofthe instrument could be required within 12 months of the balance sheet date.

~~sheetascurrent or non-current based onwhetheror not net-cash settlement orconversionof~~Warrant Liability

The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note 4 and Note 7) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant ~~Liability~~Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) 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.

~~accordance with ASC 815-40, “Derivatives and~~Net Income per Ordinary Share

~~Net~~The ~~Income~~Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the outstanding warrants to purchase 26,030,833 Class A ordinary shares in the calculation of diluted income per ~~Ordinary~~share, ~~Share~~since their exercise is contingent upon future events. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods.

~~The~~25 Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the outstanding warrants to purchase 26,030,833 Class A ordinary shares in the calculation of diluted income per share, since their exercise is contingent upon future events. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods.

~~Table~~Recent ofAccounting ~~Contents~~Pronouncements

~~Recent~~We ~~Accounting~~do ~~Pronouncements~~not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

~~2020-06,~~26

~~815-40):~~Item 3. Quantitative and Qualitative Disclosures About Market Risk.

~~2020~~We are a smaller reporting company as definedbyRule12b-~~06”)~~2ofthe Exchange Act and are not required to provide the information otherwise required under this item.

~~2020-06~~Item 4. Controls and Procedures.

~~The~~Evaluation ~~Company’s~~of ~~management~~Disclosure ~~does~~Controls ~~not~~and ~~believe~~Procedures ~~that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.~~

~~Off-Balance~~Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~have~~Under the supervision and with the participation of our co-chief executive officers and chief financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year ended March ~~any off~~31, 2023, as such term is defined in Rule 13a-~~balance~~15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report, due to a (i) ~~sheet~~need to reclassify warrants and (ii) misapplication of accounting guidance for complex financial instruments and accruals.

~~Regulation S-K.~~Changes in Internal Control over Financial Reporting

~~Inflation~~There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2023 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We27 ~~do not believe that inflation had a material impact on our business, revenues or operating results during the period presented.~~

WePART ~~are~~II—OTHER anINFORMATION “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 may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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.

25Item 1. Legal Proceedings.

~~Table~~None. ~~of Contents~~

~~to non-emerging~~Item 1A. Risk Factors.

~~Item~~Factors 3that could cause our actual results to differ materially from those in this Quarterly Report on Form 10-Q are any of the risks described in our Annual Form 10-K filed with the SEC on March 16, 2023. ~~Quantitative~~Any ~~and~~of ~~Qualitative~~these ~~Disclosures~~factors ~~About~~could ~~Market~~result ~~Risk~~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.

~~byRule12b-2of~~Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our Business Combination and results of operations.

~~Item~~We 4are subject to laws and regulations enacted by national, regional and local governments. ~~Controls~~In particular, we are required to comply with certain SEC and ~~Procedures~~other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on the business, investments and results of our operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our Business Combination and results of operations.

~~Evaluation~~On March 30, 2022, the SEC issued proposed rules (the “2022 Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of ~~Disclosure~~projections ~~Controls~~in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and ~~Procedures~~the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These 2022 Proposed Rules, if adopted, whether in the form proposed or in revised form, and certain positions and legal conclusions expressed by the SEC in connection with the 2022 Proposed Rules may materially adversely affect our ability to negotiate and complete our Business Combination and may increase the costs and time related thereto.

~~Disclosure~~Our ~~controls~~search ~~and~~for ~~procedures~~a ~~are~~Business ~~designed~~Combination, toand ~~ensure~~any ~~that~~target ~~information~~business ~~required~~with towhich bewe ~~disclosed~~may byultimately usconsummate ina ~~our~~Business ~~Exchange Act reports is recorded~~Combination, ~~processed,~~may ~~summarized,~~be ~~and~~materially ~~reported~~adversely ~~within~~affected by the ~~time~~geopolitical ~~periods~~conditions ~~specified~~resulting infrom the ~~SEC’s~~recent ~~rules~~invasion ~~and~~of Ukraine by ~~forms,~~Russia and ~~that~~subsequent ~~such~~sanctions ~~information~~against isRussia, ~~accumulated~~Belarus and ~~communicated~~related toindividuals ~~our~~and ~~management,~~entities ~~including~~and ~~our~~the ~~principal~~status ~~executive~~of ~~officer~~debt and ~~principal~~equity ~~financial officer or persons performing similar functions~~markets, as ~~appropriate~~well toas ~~allow~~protectionist ~~timely~~legislation ~~decisions~~in ~~regarding~~our ~~required~~target ~~disclosure~~markets.

~~co-chief~~United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022. In response to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

~~Rule13a~~Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine and subsequent sanctions, could adversely affect our search for a Business Combination and any target business with which we may ultimately consummate a Business Combination. The extent and duration of the Russian invasion of Ukraine, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in the “Risk Factors” section of our Annual Report on Form 10-~~15(e)and15d-15(e)under~~K. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate a Business Combination, or the operations of a target business with which we may ultimately consummate a Business Combination, may be materially adversely affected.

~~Changes~~In addition, the recent invasion of Ukraine by Russia, and the impact of sanctions against Russia and the potential for retaliatory acts from Russia, could result in ~~Internal~~increased ~~Control~~cyber-attacks ~~over~~against ~~Financial~~U.S. ~~Reporting~~companies.

~~There~~Item ~~was~~2. noUnregistered ~~change~~Sales inof ~~our~~Equity ~~internal~~Securities ~~control~~and ~~over~~Use ~~financial~~of reporting that occurred during the fiscal quarter ended September 30, 2022 covered by this Quarterly Report onForm10-Qthat has materially affected, or is reasonably likely to materially affect, our internal control over financial reportingProceeds.

26None.

~~Table~~28 ~~of Contents~~

Item 13. ~~Legal~~Defaults ~~Proceedings~~upon Senior Securities.

None.

~~Item~~29 ~~1A. Risk Factors.~~

~~Changes~~Item in4. ~~laws~~Mine orSafety ~~regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our Business Combination and results of operations~~Disclosures.

WeNot are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable ~~laws and regulations may be difficult, time consuming and costly~~. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on the business, investments and results of our operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our Business Combination and results of operations.

OnItem March 30, 2022, the SEC issued proposed rules (the “2022 Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 19405. ~~These~~Other 2022 Proposed Rules, if adopted, whether in the form proposed or in revised form, and certain positions and legal conclusions expressed by the SEC in connection with the 2022 Proposed Rules may materially adversely affect our ability to negotiate and complete our Business Combination and may increase the costs and time related theretoInformation.

Our search for a Business Combination, and any target business with which we may ultimately consummate a Business Combination, may be materially adversely affected by the geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and the status of debt and equity markets, as well as protectionist legislation in our target marketsNone.

~~United~~Item ~~States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022~~6. In response to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment systemExhibits. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine and subsequent sanctions, could adversely affect our search for a Business Combination and any target business with which we may ultimately consummate a Business Combination. The extent and duration of the Russian invasion of Ukraine, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in the “Risk Factors” section of our Annual Report on Form10-K.If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate a Business Combination, or the operations of a target business with which we may ultimately consummate a Business Combination, may be materially adversely affected.


Exhibit Number		Description

31.1*		Certification of Co-Chief Executive Officers (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Co-Chief Executive Officers (Principal 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 (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

104*		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

In* ~~addition,~~Filed ~~the recent invasion of Ukraine by Russia, and the impact of sanctions against Russia and the potential for retaliatory acts from Russia, could result in increased cyber-attacks against U~~herewith.~~S. companies.~~

~~Item~~** 2.These ~~Unregistered~~certifications ~~Sales~~are furnished to the SEC pursuant to Section 906 of ~~Equity~~the ~~Securities~~Sarbanes-Oxley Act of 2002 and ~~Use~~are deemed not filed for purposes of ~~Proceeds~~Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

~~None.~~30

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

~~None.~~SIGNATURE

27Pursuant 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 hereunto duly authorized.

~~Table~~By: of/s/ ~~Contents~~Steven Barg Name: Steven Barg Title: Chief Financial Officer

~~Item~~Dated: 4.May 10, ~~Mine~~2023 ~~Safety Disclosures.~~

~~Not~~31 ~~applicable.~~

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number		Description
31.1*		Certification of Co-Chief Executive Officers (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Co-Chief Executive Officers (Principal 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 (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith.

** These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Table of Contents

SIGNATURE

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 hereunto duly authorized.

By: /s/ Steven Barg Name: Steven Barg Title: Chief Financial Officer

Dated: November 7, 2022

Filing Compare · Elliott Opportunity II Corp.