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uta:WorkingCapitalLoansMember 2022-12-31 0001879221 uta:AdministrativeServicesAgreementMember 2021-12-01 2021-12-01 0001879221 us-gaap:CommonClassBMember uta:SponsorMember 2023-01-01 2023-03-31 0001879221 uta:PublicWarrantsMember 2023-03-31 0001879221 uta:PublicWarrantsMember 2022-12-31 0001879221 uta:PrivatePlacementWarrantsMember 2023-03-31 0001879221 uta:PrivatePlacementWarrantsMember 2022-12-31 0001879221 uta:PublicWarrantsMember 2023-01-01 2023-03-31 0001879221 uta:PublicWarrantsMember us-gaap:CommonClassAMember 2023-01-01 2023-03-31 0001879221 uta:PublicWarrantsMember us-gaap:CommonClassAMember 2023-03-31 0001879221 us-gaap:CommonClassAMember srt:MaximumMember 2023-01-01 2023-03-31 Table of Contents

1Table of Contents

UTATable Acquisitionof CorporationContents

•Table acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;Contents

4Table of Contents

ItemTable 4.of Controls and ProceduresContents

ItemTable 5.of Other Information.Contents

PursuantTable to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.Contents

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~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES DCAND ~~20549~~EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~10-Q~~DC 20549

FORM

~~(Mark One)~~10-Q

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

~~For~~☒ ~~the~~QUARTERLY ~~quarterly~~REPORT ~~period~~PURSUANT ~~ended~~TO ~~March~~SECTION ~~31,~~13 ~~2023~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ORFor the quarterly period ended June 30, 2023

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

~~For~~☐ ~~the~~TRANSITION ~~transition~~REPORT ~~period~~PURSUANT ~~from to~~ TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number:

~~Commission File Number:~~ 001-41114

UTA Acquisition Corporation

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands	~~98-1616250~~	98-1616250
(State or other jurisdiction of incorporation or organization)	~~(I.R.S. EmployerIdentification No.)~~	(I.R.S. Employer Identification No.)
135 5th Avenue, 7th Floor New York, NY	~~10010~~	10010
(Address of principal executive offices)	~~(Zip Code)~~	(Zip Code)

Registrant’s telephone number, including area code: (917)

~~Registrant’s telephone number, including area code: (917)~~ 781-1679

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

Title of each class	Trading Symbol(s)	Name of each ~~exchange~~exchangeon on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	UTAAU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	UTAA	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	UTAAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has fifiled ~~led~~ all reports required to be fifiled ~~led~~ 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 fifile le 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

~~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 ☐~~

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

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

~~Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a~~ non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

~~Large accelerated filer ☐ Accelerated filer ☐ Non~~12b-~~accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒~~2

of the Exchange Act.

IfLarge anaccelerated ~~emerging~~filer ~~growth~~☐ ~~company,~~Accelerated ~~indicate~~filer by☐ ~~check~~Non-accelerated ~~mark~~filer if☒ ~~the~~Smaller ~~registrant~~reporting ~~has~~company ~~elected~~☒ ~~not~~Emerging togrowth ~~use~~company ~~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~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas aelected ~~shell~~not ~~company~~to ~~(as~~use ~~defined~~the inextended ~~Rule~~transition ~~12b-2~~period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act). ~~Yes~~ ~~☒ No~~ ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

~~As of May 15, 2023, the registrant had 23,000,000 Class A ordinary shares, $0.0001 par value per share, and 5,750,000 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.~~12b-2

of the Exchange Act). Yes ☒ No ☐

As of August

~~Table of Contents~~21

, 2023, the registrant had 23,000,000 Class A ordinary shares, $0.0001 par value per share, and 5,750,000 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Balance Sheets	F-2
	Condensed Statements of Operations	F-3
	Condensed Statements of Changes in Stockholders’ Deficit and Class A Shares Subject to Possible Redemption	F-4
	Condensed Statement of Cash Flows	F-5
	Notes to Unaudited Condensed Financial Statements	F-6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.	Controls and Procedures	8
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	9
Item 1A.	Risk Factors	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Other Information	9
Item 6.	Exhibits	10

iTable of Contents

PART I—FINANCIAL INFORMATION


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)		ii
	Condensed Balance Sheets		2
	Condensed Statements of Operations		3
	Condensed Statements of Changes in Stockholders’ Deficit and Class A Shares Subject to Possible Redemption		4
	Condensed Statement of Cash Flows		5
	Notes to Unaudited Condensed Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		17
Item 4.	Controls and Procedures		17
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings		18
Item 1A.	Risk Factors		18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		18
Item 3.	Defaults Upon Senior Securities		18
Item 4.	Mine Safety Disclosures		18
Item 5.	Other Information		18
Item 6.	Exhibits		19

~~Item~~i ~~1. Financial Statements.~~

~~INDEX~~PART TO I—FINANCIAL ~~STATEMENTS~~INFORMATION

	Page
Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022	F-2
Condensed Statements of Operations for the three months ended March 31, 2023 and 2022 (Unaudited)	F-3
Condensed Statement of Changes in Shareholders’ Deficit and Class A Shares Subject to Possible Redemption for the three months ended March 31, 2023 and 2022 (Unaudited)	F-4
Condensed Statement of Cash Flows for the three months ended March 31, 2023 and 2022 (Unaudited)	F-5
Notes to the Condensed Financial Statements (Unaudited)	F-6

Item 1. Financial Statements.

~~F-1~~ii

	March 31, 2023 (Unaudited)			December 31, 2022
Assets
Current assets
Cash	$	24,000		$	153,968
Restricted cash held in Trust Account		—			869
Prepaid expenses		474,711			549,405
Marketable securities held in Trust Account		240,522,631			237,994,037
Total Assets	$	241,021,342		$	238,698,279
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit
Current liabilities
Accrued expenses	$	213,333		$	90,385
Related party payable		150,000			120,000
Working capital loan - related party		752,993			577,992
Deferred underwriters fee		8,050,000			8,050,000
Total Liabilities		9,166,326			8,838,377
Commitments and Contingencies (Note 5)
Class A ordinary shares subject to possible redemption, $0.0001 par value, 23,000,000 shares outstanding at redemption value		240,522,631			237,994,906
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; 80,000,000 shares authorized; none issued and outstanding, excluding 23,000,000 shares subject to possible redemption		—			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding		575			575
Additional paid-in capital		—			—
Accumulated deficit		(8,668,190	)		(8,135,579	)
Total Shareholders' Deficit		(8,667,615	)		(8,135,004	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	$	241,021,342		$	238,698,279

INDEX TO FINANCIAL STATEMENTS

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


	Page
Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022		2
Condensed Statements of Operations for the three and six months ended June 30, 2023 and 2022 (Unaudited)		3
Condensed Statement of Changes in Shareholders’ Deficit and Class A Shares Subject to Possible Redemption for the three and six months ended June 30, 2023 and 2022 (Unaudited)		4
Condensed Statement of Cash Flows for the six months ended June 30, 2023 and 2022 (Unaudited)		5
Notes to the Condensed Financial Statements (Unaudited)		6

~~F-2~~1

~~UTA~~Table ~~Acquisition~~of ~~Corporation~~Contents

~~Condensed~~UTA ~~Statements~~Acquisition ofCorporation ~~Operations~~

~~(Unaudited)~~Condensed Balance Sheets

	For the Three Months Ended March 31, 2023			For the Three Months Ended March 31, 2022
	June 30, 2023(Unaudited)			December 31,2022
Formation and operating costs	$	532,611		$	374,372
Assets:
Loss from operations		(532,611	)		(374,372	)
Cash	$	24,603		$	153,968
Realized and unrealized gain (loss) on marketable securities held in trust		1,440,963			(114,785	)
Restricted cash held in Trust Account		—			869
Interest income on securities held in trust		1,086,762			58,680
Prepaid expenses		301,195			549,405
Net income (loss)	$	1,995,114		$	(430,477	)
Marketable securities held in Trust Account		243,390,357			237,994,037
Weighted average shares outstanding of class A ordinary shares subject to possible redemption, basic and diluted		23,000,000			23,000,000
Total assets	$	243,716,155		$	238,698,279
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption	$	0.09		$	(0.02	)
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Weighted-average Class B ordinary outstanding, basic and diluted, non-redeemable shares	$	5,750,000		$	5,750,000
Current liabilities
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares	$	(0.02	)	$	(0.01	)
Accrued expenses	$	228,545		$	90,385
Related Party Payable		180,000			120,000
Working capital loan - related party		835,993			577,992
Deferred underwriters fee		8,050,000			8,050,000
Total liabilities		9,294,538			8,838,377
Commitments and Contingencies (Note 5)
Class A ordinary shares subject to possible redemption, $0.0001 par value, 23,000,000 shares outstanding at redemption value		243,390,356			237,994,906
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; 80,000,000 shares authorized; none issued and outstanding, excluding 23,000,000 shares subject to possible redemption		—			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding		575			575
Additional paid-in capital		—			—
Accumulated deficit		(8,969,314	)		(8,135,579	)
Total Shareholders’ Deficit		(8,968,739	)		(8,135,004	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	243,716,155		$	238,698,279

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

~~F-3~~2

~~UTA~~Table ~~Acquisition~~of ~~Corporation~~Contents

~~Condensed~~UTA ~~Statements~~Acquisition ofCorporation ~~Changes in Stockholders’ Deficit and Class A Shares Subject to Possible Redemption~~

~~(Unaudited)~~Condensed Statements of Operations

~~For~~(Unaudited) ~~the Three Months Ended March 31, 2023~~

	Class A Ordinary Shares Subject to Possible Redemption							Class B Ordinary Shares					Additional Paid-in		Accumulated			Shareholders'
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	Shares			Amount				Shares			Amount		Capital		Deficit			Deficit
	2023			2022			2023			2022
Balance – December 31, 2022		23,000,000		$	237,994,906				5,750,000		$	575	$	—	$	(8,135,579	)	$	(8,135,004	)
Formation and operating costs	$	301,124		$	282,455		$	833,735		$	656,827
Accretion of Class A ordinary shares to redemption value		—			2,527,725				—			—		—		(2,527,725	)		(2,527,725	)
Loss from operations		(301,124	)		(282,455	)		(833,735	)		(656,827	)
Net income		—			—				—			—		—		1,995,114			1,995,114
Realized and unrealized gain on marketable securities held in trust		—			123,065			1,440,963			8,280
Balance – March 31, 2023		23,000,000		$	240,522,631				5,750,000		$	575	$	—	$	(8,668,190	)	$	(8,667,615	)
Interest income on securities held in trust		2,867,725			174,841			3,954,487			233,521
Net income (loss)	$	2,566,601		$	15,451		$	4,561,715		$	(415,026	)
Weighted average shares outstanding of class A ordinary shares subject to possible redemption, basic and diluted		23,000,000			23,000,000			23,000,000			23,000,000
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.11		$	0.00		$	0.21		$	(0.01	)
Weighted-average Class B ordinary outstanding, basic and diluted, non-redeemable shares	$	5,750,000		$	5,750,000		$	5,750,000		$	5,750,000
Basic and diluted net loss per share, Class B non-redeemable ordinary shares	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.02	)

~~For~~The ~~the~~accompanying ~~Three~~notes ~~Months~~are ~~Ended~~an ~~March~~integral ~~31,~~part ~~2022~~of these condensed financial statements

	Class A ordinary shares subject to possible redemption					Class B Ordinary Shares				Additional Paid-in		Accumulated			Shareholders'
	Shares		Amount			Shares		Amount		Capital		Deficit			Deficit
Balance – December 31, 2021		23,000,000	$	234,606,064			5,750,000	$	575	$	—	$	(6,854,636	)	$	(6,854,061	)
Accretion of Class A ordinary shares to redemption value		—		(56,105	)		—		—		—		56,105			56,105
Net income		—		—			—		—		—		(430,477	)		(430,477	)
Balance – March 31, 2022		23,000,000	$	234,549,959			5,750,000	$	575	$	—	$	(7,229,008	)	$	(7,228,433	)

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

~~F-4~~UTA Acquisition Corporation

~~UTA~~Condensed ~~Acquisition~~Statements ~~Corporation~~of Changes in Stockholders’ Deficit and Class A Shares Subject to Possible Redemption

~~Condensed~~(Unaudited) ~~Statement of Cash Flows~~

~~(Unaudited)~~For the Three and Six Months Ended June 30, 2023

	For the Three Months Ended March 31, 2023			For the Three Months Ended March 31, 2022
	Class A OrdinaryShares Subject toPossible Redemption						Class B OrdinaryShares				AdditionalPaid-inCapital		AccumulatedDeficit			Shareholders’Deficit
Cash Flows from Operating Activities:
	Shares			Amount			Shares		Amount
Net income (loss)	$	1,995,114		$	(430,477	)
Balance – December 31, 2022		23,000,000		$	237,994,906			5,750,000	$	575	$	—	$	(8,135,579	)	$	(8,135,004	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Accretion of Class A ordinary shares to redemption value		—			2,527,725			—		—		—		(2,527,725	)		(2,527,725	)
Realized and unrealized gain and accrued interest on marketable securities held in trust		(2,353,205	)		56,105
Net income		—			—			—		—		—		1,995,114			1,995,114
Changes in operating assets and liabilities:
Balance – March 31, 2023		23,000,000		$	240,522,631			5,750,000	$	575	$	—	$	(8,668,190	)	$	(8,667,615	)
Prepaid expenses		74,694			98,267
Accretion of Class A ordinary shares to redemption value		—			2,867,725			—		—		—		(2,867,725	)		(2,867,725	)
Accrued expenses		152,948			5,708
Net income		—			—			—		—		—		2,566,601			2,566,601
Net cash provided by (used in) operating activities		(130,449	)		(270,397	)
Balance – June 30, 2023		23,000,000		$	243,390,356			5,750,000	$	575	$	—	$	(8,969,314	)	$	(8,968,739	)
Cash flows from Investing Activities:
Proceeds from redemption of Marketable Securities held in Trust Account		239,435,000			-
Investment in Marketable Securities held in Trust Account		(239,610,389	)		-
Net cash used in investing activities		(175,389	)		-
Cash flows from Financing Activities:
Cash proceeds from working capital loan		175,001			-
Net cash provided by financing activities		175,001			-
Net change in cash		(130,837	)		(270,397	)
Cash and restricted cash – Beginning		154,837			416,437
Cash and restricted cash – Ending	$	24,000		$	146,040
Cash and restricted cash at end of year
Cash		24,000			146,040
Total cash and restricted cash at end of year	$	24,000		$	146,040
Supplemental disclosure of non-cash investing and financing activities:
Accretion of Class A ordinary shares to redemption value	$	2,527,725		$	56,105

~~The~~For ~~accompanying~~the ~~notes~~Three ~~are~~and anSix ~~integral~~Months ~~part~~Ended ofJune 30, ~~these condensed financial statements~~2022

F-5


	Class A ordinary shares subject to possible redemption					Class B Ordinary Shares				Additional Paid-in Capital		Accumulated Deficit			Shareholders’ Deficit
	Shares		Amount			Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Shareholders’ Deficit
Balance – December 31, 2021		23,000,000	$	234,606,064			5,750,000	$	575	$	—	$	(6,854,636	)	$	(6,854,061	)
Accretion of Class A ordinary shares to redemption value		—		(56,105	)		—		—		—		56,105			56,105
Net loss		—		—			—		—		—		(430,477	)		(430,477	)

Balance – March 31, 2022		23,000,000	$	234,549,959			5,750,000	$	575	$	—	$	(7,229,008	)	$	(7,228,433	)

Accretion of Class A ordinary shares to redemption value		—		297,906			—		—		—		(297,906	)		(297,906	)
Net income		—		—			—		—		—		15,451			15,451

Balance – June 30, 2022		23,000,000	$	234,847,865			5,750,000	$	575	$	—	$	(7,511,463	)	$	(7,510,888	)

~~UTA~~The ~~Acquisition~~accompanying ~~Corporation~~notes are an integral part of these condensed financial statements

~~Notes~~4 ~~to Condensed Financial Statements (Unaudited)~~

~~Note~~Table ~~1—Description~~ of ~~Organization, Business Operations and Basis of Presentation~~Contents

UTA Acquisition Corporation (the “Company”) was incorporated as a Cayman Island exempted company on July 15, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As further discussed in the Business Combination section below, the Company has until September 6, 2023 to complete a Business Combination.

AsCondensed ofStatement March 31, 2023, the Company had not commenced any operations. All activity through March 31, 2023 relates to the Company’s formation, the initial public offering (“IPO”) described below, and identifying a target for an initial Business Combination. The Company will not generate any operating revenues until after the completion of ~~its~~Cash ~~initial~~Flows Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

~~Sponsor~~(Unaudited) ~~and Financing~~

The Company’s sponsor is UTA Acquisition Sponsor, LLC (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on December 1, 2021. On December 6, 2021, the Company consummated its IPO of 23,000,000 units (the “Units”), including the issuance of 3,000,000 Units as a result of the underwriter’s exercise of its over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (an “Ordinary Share”, with each such Ordinary Share included in the Units being offered, the “Public Shares”), and one-half of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000. Substantially concurrently with the closing of the IPO, the Company completed the private sale of 11,200,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, to the Sponsor, generating gross proceeds to the Company of $11,200,000 as discussed in Note 4.


	For the Six Months Ended June 30, 2023			For the Six Months Ended June 30, 2022

Cash flows from operating activities:
Net income (loss)	$	4,561,715		$	(415,026	)
Adjustments to reconcile net loss to net cash used in operating activities:
Realized and u nrealized gain on marketable securities held in trust		(1,440,963	)		(241,801	)
Change in accrued interest included in marketable securities held in trust		(1,007,769	)		—
Changes in operating assets and liabilities:
Prepaid expenses		248,210			274,600
Accrued expenses and related party payable		198,160			(30,269	)

Net cash provided by (used in) operating activities		2,559,353			(412,496	)

Cash flows from investing activities:
Proceeds from redemption of marketable securities held in trust account		239,435,000			234,718,663
Investment in marketable securities held in trust account		(242,382,588	)		(234,718,663	)

Net cash used in investing activities		(2,947,588	)		—

Cash flows from financing activities:
Cash proceeds from working capital loan		258,001			—

Net cash provided by financing activities		258,001			—

Net change in cash and restricted cash		(130,234	)		(412,496	)
Cash and restricted cash – beginning of period		154,837			416,437

Cash and restricted cash – end of period	$	24,603		$	3,941

Supplemental disclosure of non-cash investing and financing activities:
Accretion of Class A ordinary shares to redemption value	$	5,395,450		$	(241,801	)

~~Transaction~~The ~~costs~~accompanying ofnotes ~~the~~are ~~IPO~~an ~~amounted~~integral topart ~~$13,252,780 consisting~~ of ~~$4,600,000~~these ofcondensed ~~underwriting~~financial ~~discounts~~statements ~~and commissions, $8,050,000 of deferred underwriting discounts and commissions, and $602,780 of other offering costs.~~

~~Trust~~5 ~~Account~~

ATable ~~total~~ of $234,600,000, comprised of proceeds from the IPO and the sale of the Private Placement Warrants, was placed in the Trust Account, a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, and invested only in U.S government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption 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 21 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of the Company’s public shares if the Company has not completed its initial business combination within 21 months from the closing of the IPO, subject to applicable law. As of March 31, 2023 and December 31, 2022, marketable securities held in the Trust Account amounted to $240,522,631 and $237,994,037, respectively.Contents

~~F-6~~UTA Acquisition Corporation

~~UTA~~Notes ~~Acquisition~~to ~~Corporation~~Condensed Financial Statements (Unaudited)

~~Notes~~Note to1—Description ~~the~~of ~~Condensed~~Organization, ~~Financial~~Business ~~Statements~~Operations and Basis of Presentation

As further discussed in the Business Combination section, the Company has until September 6, 2023 to complete a Business Combination, at which time it will be obligated to redeem 100% of the public shares if it is unable to do so, as defined and described below. As of June 30, 2023, the Company has not taken any action to extend the business combination period beyond September 6, 2023.

As of June 30, 2023, the Company had not commenced any operations. All activity through June 30, 2023 relates to the Company’s formation, the initial public offering (“IPO”) described below, and identifying a target for an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter the initial Business Combination. The Company will only complete a Business Combination if the postnon-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). operating

income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

~~The~~Sponsor Company will provide holders of the Company’s outstanding Class A ordinary shares sold in the IPO (the “Public Shareholders”), the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account. The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are classified as temporary equity and ~~subsequentially~~Financing accreted to redemption value in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,005. The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor and the Company’s officers and directors have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the IPO in favor of a Business Combination. In addition, the Sponsor and the Company’s officers and directors have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.one-half

of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000. Substantially concurrently with the closing of the IPO, the Company completed the private sale of 11,200,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, to the Sponsor, generating gross proceeds to the Company of $11,200,000 as discussed in Note 4.

~~The~~Transaction ~~Certificate~~costs of ~~Incorporation~~the ~~provides~~IPO ~~that~~amounted ato ~~Public Shareholder~~$13,252,780 ~~together~~consisting ~~with any affiliate~~ of ~~such~~$4,600,000 ~~shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13~~ of ~~the~~underwriting ~~Securities~~discounts ~~Exchange~~and ~~Act of 1934~~commissions, ~~as amended (the “Exchange Act”))~~$8,050,000 ~~will be restricted from redeeming its shares with respect to more than an aggregate~~ of ~~15%~~deferred orunderwriting ~~more~~discounts ofand ~~the~~commissions, ~~Public~~and ~~Shares~~$602,780 ~~without the prior consent~~ of ~~the~~other ~~Company~~offering costs.

~~The~~Trust ~~Sponsor~~Account and the Company’s officers and directors have agreed not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other material provision relating to shares’ rights or pre-business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

A total of $234,600,000, comprised of proceeds from the IPO and the sale of the Private Placement Warrants, was placed in the Trust Account, a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, and invested only in U.S government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions of Rule

F2a-7

promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption 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 21 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or

~~UTA Acquisition Corporation~~pre-initial

business combination activity; and (3) the redemption of the Company’s public shares if the Company has not completed its initial business combination within 21 months from the closing of the IPO, subject to applicable law. As of June 30, 2023 and December 31, 2022, marketable securities held in the Trust Account amounted to $243,390,357 and $237,994,037, respectively.

~~Notes~~Business toCombination ~~the Condensed Financial Statements~~

IfThe ~~the~~ Company’s ismanagement ~~unable~~has tobroad ~~complete~~discretion awith ~~Business~~respect ~~Combination~~to ~~within~~the 21specific ~~months~~application ~~from~~of the ~~closing~~net proceeds of the IPO (and the ~~“Combination~~sale ~~Period”),~~of ~~September~~Private 6,Placement ~~2023~~Warrants, ~~the~~although ~~Company~~substantially ~~will (i) cease~~ all ~~operations except for~~ the ~~purpose~~net ofproceeds ~~winding~~are ~~up,~~intended ~~(ii)~~to asbe ~~promptly~~applied asgenerally ~~reasonably~~toward ~~possible~~consummating ~~but~~a ~~not~~Business ~~more~~Combination. ~~than~~There ~~ten~~is ~~business~~no ~~days~~assurance ~~thereafter,~~that ~~redeem~~ the ~~Public~~Company ~~Shares,~~will atbe aable ~~per-share price, payable in cash, equal~~ to ~~the~~complete ~~aggregate~~a ~~amount~~Business ~~then~~Combination onsuccessfully. ~~deposit~~The inCompany ~~the~~must ~~Trust~~complete ~~Account,~~one ~~including~~or ~~interest~~more ~~(less~~initial ~~amounts~~Business ~~released~~Combinations tohaving ~~pay~~an ~~taxes~~aggregate ~~and~~fair upmarket tovalue ~~$100,000~~ of ~~interest~~at toleast ~~pay~~80% ~~dissolution~~of ~~expenses), divided by~~ the ~~number~~net ofassets ~~then~~held ~~outstanding~~in ~~Public~~the ~~Shares,~~Trust ~~which~~Account ~~redemption will completely extinguish Public Shareholders’ rights as shareholders~~ (~~including~~net ~~the~~of ~~right~~amounts disbursed to ~~receive~~management ~~further~~for ~~liquidating~~working ~~distributions,~~capital ifpurposes ~~any),~~ and ~~(iii)~~excluding asthe ~~promptly~~amount asof ~~reasonably~~any ~~possible~~deferred ~~following~~underwriting ~~such~~discount ~~redemption,~~held ~~subject~~in totrust) at the ~~approval~~time of the ~~remaining~~agreement ~~stockholders~~to ~~and~~enter the ~~Company’s~~initial ~~board~~Business ofCombination. ~~directors,~~The ~~liquidate~~Company ~~and~~will ~~dissolve,~~only ~~subject~~complete ina ~~each~~Business ~~case,~~Combination toif the ~~Company’s~~post-transaction ~~obligations~~company ~~under~~owns ~~Cayman~~or ~~Islands~~acquires ~~law~~50% toor ~~provide~~more ~~for claims~~ of ~~creditors~~the ~~and~~outstanding ~~the~~voting ~~requirements~~securities of ~~other~~the ~~applicable~~target ~~law.~~or ~~There~~otherwise ~~will~~acquires bea nocontrolling ~~redemption~~interest ~~rights~~in orthe ~~liquidating~~target ~~distributions~~sufficient ~~with~~for ~~respect~~it not to ~~the~~be ~~Company’s~~required ~~warrants,~~to ~~which~~register ~~will~~as ~~expire~~an ~~worthless~~investment ifcompany under the Investment Company ~~fails~~Act to1940, ~~complete~~as aamended ~~Business Combination within~~ (the ~~Combination~~“Investment ~~Period~~Company Act”).

The Company will provide holders of the Company’s outstanding Class A ordinary shares sold in the IPO (the “Public Shareholders”), the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account. The

The holders of the Company’s Founder Shares prior to the IPO (the “initial shareholders”) have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or the Company’s officers and directors acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per -share ~~value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20.~~

amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are classified as temporary equity and subsequentially accreted to redemption value in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

In6 order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective targets or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~Liquidity,~~Table ~~Capital~~of ~~Resources and Going Concern~~Contents

AsUTA ofAcquisition ~~March~~Corporation 31, 2023, the Company had $24,000 in cash and working capital deficiency of $617,615. The working capital calculation excludes amounts held in the Trust Account from current assets and excludes deferred underwriters’ fees from current liabilities. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor agreed to loan the Company an aggregate of up to $2,500,000 funds as may be required (“Working Capital Loans”). As of March 31, 2023, the Company had $752,993 in outstanding borrowings under such Working Capital Loans.

~~The~~Notes ~~Company uses funds held outside of the Trust Account and borrowings under the Working Capital Loans~~ to ~~pay~~Condensed ~~existing~~Financial ~~accounts~~Statements 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 a Business Combination. The Company believes that the funds available may not be sufficient to meet the expenditures required for operating our business through a period of one year from the date of these condensed financial statements.

~~F-8~~The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,005. The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor and the Company’s officers and directors have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the IPO in favor of a Business Combination. In addition, the Sponsor and the Company’s officers and directors have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

~~UTA~~The ~~Acquisition~~Certificate ~~Corporation~~of Incorporation provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor and the Company’s officers and directors have agreed not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other material provision relating to shares’ rights or

~~Notes to the Condensed Financial Statements~~pre-business

combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 21 months from the closing of the IPO (the “Combination Period”), September 6, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than

We may need to obtain additional financing either to complete an initial business combination or because we become obligated to redeem a significant number of our Public Shares upon completion of an initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. There is no assurance that management would be able to secure these additional funds.ten

business days thereafter, redeem the Public Shares, at a

~~As a result, the Company’s management has determined that the current liquidity conditions raise substantial doubt about our ability to continue as a going concern.~~per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less amounts released to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The holders of the Company’s Founder Shares prior to the IPO (the “initial shareholders”) have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or the Company’s officers and directors acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note ~~2—Summary~~5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of ~~Significant~~the ~~Accounting~~Public ~~Policies~~Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20.

~~Basis~~In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target with which the Company has entered into a letter of ~~Presentation~~intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective targets or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s condensed financial statements. Such condensed financial statements and accompanying notes are the representations of the Company’s managementLiquidity, ~~who~~Capital isResources ~~responsible for their integrity~~ and ~~objectivity.~~Going AsConcern ~~of March 31, 2023, all assets and liabilities are classified as current, as the Combination Period is within 12 months of the reporting date.~~

As of June 3

~~Emerging Growth Company~~0

, 2023, the Company had $24,603 in cash and working capital deficiency of

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from compliance 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.$

918,740. The working capital calculation excludes amounts held in the Trust Account from current assets and excludes deferred underwriters’ fees from current liabilities. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor agreed to loan the Company an aggregate of up to $2,500,000 funds as may be required (“Working Capital Loans”). As of June 30, 2023, the Company had $835,993 in outstanding borrowings under such Working Capital Loans.

~~This~~The ~~may~~Company ~~make~~uses ~~comparison~~funds held outside of the ~~Company’s~~Trust ~~condensed~~Account ~~financial~~and ~~statements~~borrowings ~~with~~under ~~another~~the ~~public~~Working ~~company~~Capital ~~that~~Loans isto ~~neither~~pay anexisting ~~emerging~~accounts ~~growth~~payable, ~~company~~identifying ~~nor~~and anevaluating ~~emerging~~prospective ~~growth~~initial ~~company~~Business ~~that~~Combination ~~has~~candidates, ~~opted~~performing ~~out~~due ofdiligence ~~using~~on prospective target businesses, paying for travel expenditures, selecting the ~~extended~~target ~~transition~~business ~~period~~to ~~difficult~~merge with or ~~impossible~~acquire, ~~because~~and structuring, negotiating and consummating a Business Combination. The Company believes that the funds available may not be sufficient to meet the expenditures required for operating our business through a period of one year from the ~~potential~~date ~~differences~~of inthese ~~accounting~~condensed ~~standards~~financial ~~used~~statements.

~~Use~~7 ~~of Estimates~~

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

~~Cash~~UTA ~~and~~Acquisition ~~Cash~~Corporation ~~Equivalents~~

WeNotes ~~consider all highly liquid investments with an original maturity of three months or less~~ to beCondensed ~~“cash~~Financial ~~equivalents.”~~Statements ~~The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022.~~

~~Restricted~~We ~~Cash~~may ~~Held~~need to obtain additional financing either to complete an initial business combination or because we become obligated to redeem a significant number of our Public Shares upon completion of an initial business combination, in ~~Trust~~which ~~Account~~case we may issue additional securities or incur debt in connection with such business combination. There is no assurance that management would be able to secure these additional funds.

~~Restricted cash represents cash that is not readily available for general operating needs. The balance consists of cash held in the Trust Account yet to be reinvested.~~ As ofa ~~March 31~~result, ~~2023~~the ~~and~~Company’s ~~December~~management ~~31,~~has ~~2022,~~determined ~~cash~~that ~~held in~~ the ~~Trust~~current ~~Account~~liquidity ~~classified~~conditions asraise ~~restricted~~substantial ~~cash~~doubt onabout ~~the~~our ~~balance~~ability ~~sheet amounted~~ to $0continue ~~and~~as ~~$869,~~a ~~respectively~~going concern.

~~F-9~~Note 2—Summary of Significant Accounting Policies

~~UTA~~Basis ~~Acquisition~~of ~~Corporation~~Presentation

The accompanying unaudited

interim

condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s condensed financial statements. Such condensed financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. As of June 30, 2023, all assets and liabilities are classified as current, as the Combination Period is within 12 months of the reporting date.

~~Notes~~ The toaccompanying unaudited interim condensed financial statements should be read in conjunction with the ~~Condensed~~audited ~~Financial~~financial ~~Statements~~statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed by the Company with the SEC.

~~Marketable~~Emerging ~~Securities~~Growth ~~Held~~Company ~~in Trust Account~~

As of March 31, 2023 and December 31, 2022, the Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities and U.S. Treasuries, respectively, with a maturity of 185 days or less. Marketable securities held in the Trust Account are classified as trading securities and presented on the balance sheet at fair value at the end of the period. Gains and losses resulting from the change in fair value of these investments are included in realized and unrealized gain (loss) on marketable securities held in trust in the accompanying condensed statement of operations.non-emerging

growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

~~Concentration~~This may make comparison of ~~Credit~~the ~~Risk~~Company’s condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Financial~~Use ~~instruments that potentially subject the Company to concentrations~~ of ~~credit~~Estimates risk consist of its cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company holds regular communications with financial institutions to discuss current market exposures to assess the financial strength and credit worthiness of parties to which it extends funds and as such, it believes that any associated credit risk exposures are limited. As of March 31, 2023 and December 31, 2022, the Company has not experienced losses on its account and management believes the Company is not exposed to significant risks on such account.

~~Class~~The Apreparation ~~Ordinary~~of ~~Shares~~the ~~Subject~~condensed financial statements in conformity with U.S. GAAP requires the Company’s management to ~~Possible~~make ~~Redemption~~estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

~~The~~Cash Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and isCash ~~measured~~Equivalents at fair value. Conditionally redeemable Class A ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders' equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2023 and December 31, 2022, 23,000,000 Class A ordinary shares subject to possible redemption are presented, at redemption value, as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

~~The~~We ~~Company~~consider ~~recognizes~~all ~~changes~~highly inliquid ~~redemption~~investments ~~value~~with ~~immediately~~an asoriginal ~~they~~maturity ~~occur and adjusts the carrying value~~ of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. For the three months ~~ended~~or ~~March~~less ~~31, 2023, the Company recorded accretion~~ to ~~redemption~~be ~~value~~“cash ~~of $2,527,725, all of which was recorded in accumulated deficit~~equivalents.” ~~For~~The ~~the three months ended March 31, 2022, the~~ Company ~~recorded~~did anot have ~~downward~~any ~~accretion~~cash toequivalents ~~redemption~~as ~~value~~ of ~~$56~~June 30,~~105,~~ ~~all~~2023 ofand ~~which~~December 31, ~~was recorded in accumulated deficit~~2022.

~~Offering~~Restricted ~~Costs~~Cash Held in Trust Account

~~Offering~~Restricted ~~costs~~cash ~~consist~~represents ofcash ~~legal, accounting, and other costs incurred~~ that ~~are~~is ~~directly~~not ~~related~~readily toavailable ~~the~~for ~~IPO~~general ~~and~~operating ~~were~~needs. ~~charged~~The ~~against~~balance ~~the~~consists ~~carrying values~~ of ~~Class~~cash Aheld ~~ordinary shares and the warrants sold~~ in the ~~Units,~~Trust ~~based~~Account onyet ~~their~~to ~~respective~~be ~~relative fair values~~reinvested. ~~Accordingly,~~As ~~upon consummation~~ of ~~the~~June 30, ~~IPO~~2023 onand December 6 31, ~~2021~~2022, ~~offering~~cash ~~costs~~held in the ~~aggregate~~Trust ofAccount ~~$13,252,780~~classified ~~were~~as ~~recognized,~~restricted ofcash ~~which~~on ~~$12,723,198~~the ~~and~~balance ~~$529,582~~sheet ~~was~~amounted ~~allocated~~ to ~~Class~~$0 ~~A ordinary shares~~ and ~~the public warrants~~$869, respectively. ~~During the three months ended March 31, 2023 and 2022, no offering costs were incurred or recorded.~~

~~Net~~Marketable ~~Income~~Securities ~~(Loss)~~Held ~~Per~~in ~~Ordinary~~Trust ~~Share~~Account

~~The~~As ~~Company~~of ~~complies~~June 30, ~~with~~2023 ~~accounting~~ and ~~disclosure~~December 31, ~~requirements of ASC Topic 260~~2022, ~~“Earnings~~the ~~Per Share.” The~~ Company’s ~~has~~portfolio ~~two~~of ~~classes~~investments ofheld ~~shares,~~in ~~which~~the ~~are~~Trust ~~referred~~Account tois ascomprised ~~Class~~of AU.S. ~~ordinary~~government ~~shares~~securities and ~~Class B ordinary shares~~U.S. ~~Income~~Treasuries, ~~and~~respectively, ~~losses~~with ~~are~~a ~~shared~~maturity ~~pro~~of ~~rata~~185 ~~between~~days ~~the~~or ~~two classes of shares~~less. ~~Net~~Marketable ~~income~~securities ~~(loss)~~held ~~per~~in ~~ordinary~~the ~~share~~Trust isAccount ~~calculated~~are byclassified ~~dividing~~as ~~the~~trading ~~net~~securities ~~income~~and ~~(loss)~~presented byon the ~~weighted~~balance ~~average~~sheet ~~ordinary~~at ~~shares~~fair ~~outstanding~~value ~~for~~at the ~~respective~~end ~~period.~~of ~~Net loss for~~ the period ~~from inception to IPO was allocated fully to Class B ordinary shares~~. ~~Diluted~~Gains ~~net loss per share attributable to ordinary stockholders adjusts the basic net loss per share attributable to ordinary shareholders~~ and ~~the~~losses ~~weighted-average~~resulting ~~ordinary~~from ~~shares outstanding for~~ the ~~potentially~~change ~~dilutive~~in ~~impact~~fair value of ~~outstanding~~these ~~warrants.~~investments ~~However,~~are ~~because~~included ~~the~~in ~~warrants~~realized ~~are~~and ~~anti-dilutive,~~unrealized ~~diluted~~gain (loss) ~~per~~on ~~ordinary~~marketable ~~share~~securities isheld ~~the~~in ~~same~~trust asin ~~basic~~the ~~loss~~accompanying ~~per~~condensed ~~ordinary~~statement ~~share~~of ~~for the periods presented~~operations.

~~F-10~~Concentration of Credit Risk

~~UTA~~Financial ~~Acquisition~~instruments ~~Corporation~~that potentially subject the Company to concentrations of credit risk consist of its cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company holds regular communications with financial institutions to discuss current market exposures to assess the financial strength and credit worthiness of parties to which it extends funds and as such, it believes that any associated credit risk exposures are limited. As of June 30, 2023 and December 31, 2022, the Company has not experienced losses on its account and management believes the Company is not exposed to significant risks on such account.

~~Notes~~Class A toOrdinary ~~the~~Shares ~~Condensed~~Subject ~~Financial~~to ~~Statements~~Possible Redemption

~~With~~The ~~respect~~Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the ~~accretion~~guidance ofin ~~Class~~ASC 480. Class A ordinary shares subject to ~~possible~~mandatory redemption (if any) are classified as a liability instrument and ~~consistent~~is ~~with~~measured ~~ASC~~at ~~Topic~~fair ~~480-10-S99-3A,~~value. Conditionally redeemable Class A ordinary shares (including ordinary shares that features redemption rights that are either within the ~~Company~~control ~~treated~~of ~~accretion~~the inholder or subject to redemption upon the ~~same~~occurrence ~~manner~~of uncertain events not solely within the Company’s control) are classified as atemporary ~~dividend~~equity. At all other times, ~~paid~~Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the ~~shareholder~~Company’s incontrol and subject to the ~~calculation~~occurrence of ~~the~~uncertain ~~net~~future ~~income~~events. ~~loss~~Accordingly, ~~per~~at June 30, 2023 and December 31, 2022, 23,000,000 Class A ordinary ~~share~~shares subject to possible redemption are presented, at redemption value, as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

~~The~~8 ~~following tables reflect the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):~~

	For the Three Months Ended March 31, 2023			For the Three Months Ended March 31, 2022
Net income (loss)	$	1,995,114		$	(430,477	)
Accretion of temporary equity to redemption value		(2,527,725	)		56,105
Net income (loss) including accretion of temporary equity to redemption value	$	(532,611	)	$	(374,372	)

Table of Contents

	For the Three Months Ended March 31, 2023						For the Three Months Ended March 31, 2022
	Class A			Class B			Class A			Class B
Total income (loss) allocated by Class		1,596,091			399,023		$	(344,382	)	$	(86,095	)
Less: Accretion allocated based on weighted average shares outstanding		(2,022,180	)		(505,545	)		44,884			11,221
Plus: Accretion applicable to Class A redeemable Shares		2,527,725			—			(56,105	)		—
Total income (loss) by Class	$	2,101,636		$	(106,522	)	$	(355,603	)	$	(74,874	)
Denominator
Weighted average shares		23,000,000			5,750,000			23,000,000			5,750,000
Basic and diluted net income (loss) per ordinary share	$	0.09		$	(0.02	)	$	(0.02	)	$	(0.01	)

UTA Acquisition Corporation

~~Income~~Notes ~~Taxes~~to Condensed Financial Statements

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the condensed 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 paid-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.

capital, or in the absence of additional capital, in accumulated deficit. For the three and six months ended June 30, 2023, the Company recorded an-upward accretion to redemption value of $

2,867,725

and $5,395,450

, respectively, all of which was recorded in accumulated deficit. For the three and six months ended June 30, 2022, the Company recorded accretion to redemption value of $297,906 and $241,801, respectively, all of which was recorded in

ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed 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. There were no unrecognized tax benefits as of March 31, 2023 and December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2023 and December 31, 2022. 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 is subject to income tax examinations by major taxing authorities since inception. The Company is considered to be an exempted Cayman Islands company 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.accumulated

deficit.

~~Financial~~Offering ~~Instruments~~Costs

Offering costs consist of legal, accounting, and other costs incurred that are directly related to the IPO and were charged against the carrying values of Class A ordinary shares and the warrants sold in the Units, based on their respective relative fair values. Accordingly, upon consummation of the IPO on December 6, 2021, offering costs in the aggregate of $13,252,780 were recognized, of which $12,723,198 and $529,582 was allocated to Class A ordinary shares and the public warrants, respectively. During the three and six months ended

~~The~~June ~~fair value of the Company’s assets and liabilities~~30, ~~which~~2023 ~~qualify as financial instruments under ASC Topic 820, “Fair Value Measurements~~ and ~~Disclosures~~2022,~~” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.~~

no offering costs were incurred or recorded.

~~F-11~~Net Income (Loss) Per Ordinary Share

~~UTA~~The ~~Acquisition~~Company ~~Corporation~~complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Net loss for the period from inception to IPO was allocated fully to Class B ordinary shares. Diluted net loss per share attributable to ordinary stockholders adjusts the basic net loss per share attributable to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted loss per ordinary share is the same as basic loss per ordinary share for the periods presented.

With respect to the accretion of Class A ordinary shares subject to possible redemption and consistent with ASC Topic

~~Notes to the Condensed Financial Statements~~480-10-S99-3A,

the Company treated accretion in the same manner as a dividend, paid to the shareholder in the calculation of the net income loss per ordinary share.

~~Fair~~The ~~Value~~following ~~Measurement~~tables reflect the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value.


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022


Net income (loss)	$	2,566,601		$	15,451		$	4,561,715		$	(415,026	)
Accretion of temporary equity to redemption value		(2,867,725	)		(297,906	)		(5,395,450	)		(241,801	)

Net loss including accretion of temporary equity to redemption value		(301,124	)		(282,455	)		(833,735	)		(656,827	)

The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).


	For the Three Months Ended June 30, 2023						For the Six Months Ended June 30, 2023
	Class A			Class B			Class A			Class B
Numerator:
Total income (loss) allocated by Class		2,053,281			513,320			3,649,372			912,343
Less: Accretion allocated based on ownership percentage		(2,294,180	)		(573,545	)		(4,316,360	)		(1,079,090	)
Plus: accretion applicable to Class A redeemable Shares		2,867,725						5,395,450

Total income (loss) by Class	$	2,626,826		$	(60,225	)		4,728,462		$	(166,747	)


Denominator :
Weighted average shares		23,000,000			5,750,000			23,000,000			5,750,000
Basic and diluted net income (loss) per ordinary share		0.11			(0.01	)		0.21			(0.03	)

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


	For the Three Months Ended June 30, 2022						For the Six Months Ended June 30, 2022
	Class A			Class B			Class A			Class B
Numerator:
Total income (loss) allocated by Class		12,361			3,090			(332,021	)		(83,005	)
Less: Accretion allocated based on ownership percentage		(238,325	)		(59,581	)		(193,441	)		(48,360	)
Plus: accretion applicable to Class A redeemable Shares		297,906			—			241,801			—

Total income (loss) by Class	$	71,942		$	(56,491	)		(283,661	)	$	(131,365	)

Denominator :
Weighted average shares		23,000,000			5,750,000			23,000,000			5,750,000
Basic and diluted net income (loss) per ordinary share		0.00			(0.01	)		(0.01	)		(0.02	)

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

~~Level~~The ~~1—Quoted~~Company ~~prices~~follows ~~(unadjusted)~~the inasset ~~active~~and ~~markets~~liability method of accounting for ~~identical~~income ~~investments~~taxes atunder ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the ~~measurement~~estimated future tax consequences attributable to differences between the condensed 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 ~~used~~established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

~~Level~~ASC ~~2—Pricing~~740 ~~inputs~~prescribes ~~are~~a ~~other~~recognition ~~than~~threshold ~~quoted~~and ~~prices~~a ~~included~~measurement ~~within~~attribute ~~Level~~for 1the ~~that~~condensed ~~are~~financial ~~observable~~statement ~~for~~recognition ~~the~~and ~~investment,~~measurement ~~either~~of ~~directly~~tax positions taken or ~~indirectly.~~expected ~~Level~~to 2be ~~pricing~~taken ~~inputs~~in ~~include~~a ~~quoted~~tax ~~prices~~return. ~~for~~For ~~similar~~those ~~investments~~benefits into ~~active~~be ~~markets~~recognized, ~~quoted~~a ~~prices~~tax ~~for~~position ~~identical~~must orbe ~~similar~~more ~~investments~~likely inthan ~~markets~~not ~~that~~to ~~are~~be ~~not~~sustained ~~active~~upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, ~~inputs~~2023 ~~other~~and ~~than~~December 31, ~~quoted~~2022. ~~prices~~The ~~that~~Company ~~are~~recognizes ~~observable~~accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the ~~investment~~payment of interest and penalties as of June 30, 2023 and ~~inputs~~December 31, 2022. The Company is currently not aware of any issues under review that ~~are~~could ~~derived~~result ~~principally~~in ~~from~~significant payments, accruals, or ~~corroborated~~material bydeviation ~~observable~~from ~~market~~its ~~data~~position. The Company is subject to income tax examinations by ~~correlation~~major ortaxing ~~other~~authorities ~~means~~since inception.

~~Level~~9 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation.

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

AsUTA ofAcquisition ~~March~~Corporation 31, 2023 and December 31, 2022, the Company’s assets measured at fair value on a recurring basis consist of U.S. government securities and U.S. Treasuries, respectively, held in Trust classified within Level 1 of the fair value hierarchy. The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments.

~~Recent~~Notes ~~Accounting~~to ~~Pronouncements~~Condensed Financial Statements

The Company is considered to be an exempted Cayman Islands company 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. The Company’s management does not ~~believe~~expect that ~~any~~the ~~recently~~total ~~issued~~amount ~~accounting~~of ~~standards~~unrecognized iftax ~~currently~~benefits ~~adopted~~will ~~would~~materially ~~have~~change aover ~~material effect on~~ the ~~accompanying~~next ~~condensed~~twelve ~~financial statements~~months.

~~Note~~Financial ~~3—Initial~~Instruments ~~Public Offering~~

AsThe ~~discussed~~fair invalue ~~Note~~of ~~1, on December 6, 2021,~~ the Company’s ~~consummated~~assets ~~its~~and ~~IPO of 23~~liabilities,~~000,000~~ ~~Units,~~which ~~including~~qualify ~~the issuance of 3,000,000 Units~~ as afinancial ~~result~~instruments ofunder ~~the~~ASC ~~underwriter’s~~Topic ~~exercise~~820, of“Fair ~~its~~Value ~~over-allotment~~Measurements ~~option. The~~and ~~Units~~Disclosures,” ~~were~~approximates ~~sold~~the atcarrying aamounts ~~price~~represented ofin ~~$10.00~~the ~~per~~accompanying ~~Unit~~balance sheet, ~~generating~~primarily ~~gross~~due ~~proceeds~~ to ~~the~~their ~~Company~~short-term ~~of $230,000,000~~nature.

~~Substantially~~Fair ~~concurrently~~Value ~~with~~Measurement the closing of the IPO, the Company completed the private sale of 11,200,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, to the Sponsor, generating gross proceeds to the Company of $11,200,000.

~~F-12~~ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value.

~~UTA~~The ~~Acquisition~~observability ~~Corporation~~of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

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

~~Note~~The ~~4—Related~~three ~~Party~~levels ~~Transactions~~of the fair value hierarchy under ASC 820 are as follows:

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

OnLevel ~~July~~2—Pricing ~~22,~~inputs ~~2021,~~are ~~the~~other ~~Sponsor~~than ~~paid~~quoted anprices ~~aggregate~~included ~~price~~within ofLevel 1 ~~$25,000~~that toare ~~cover~~observable ~~certain~~for ~~expenses~~the oninvestment, ~~behalf~~either ofdirectly ~~the~~or ~~Company~~indirectly. inLevel 2 ~~exchange~~pricing ~~for~~inputs aninclude ~~initial~~quoted ~~issuance~~prices offor ~~7,187,500~~similar ~~shares~~investments ofin ~~Class~~active Bmarkets, ~~ordinary~~quoted ~~shares~~prices ~~(the~~for ~~“Founder~~identical ~~Shares”).~~or Insimilar ~~November~~investments ~~2021,~~in ~~the~~markets ~~Sponsor~~that ~~surrendered~~are annot ~~aggregate of 1~~active,~~437,500~~ ~~Founder~~inputs ~~Shares~~other ~~for~~than noquoted ~~consideration,~~prices ~~resulting~~that inare anobservable ~~aggregate~~for ofthe 5investment,~~750,000~~ ~~Class~~and Binputs ~~ordinary~~that ~~shares~~are ~~outstanding.~~derived ~~All~~principally ~~share~~from ~~and~~or ~~per~~corroborated ~~share~~by ~~amounts~~observable ~~have~~market ~~been~~data ~~retroactively~~by ~~restated~~correlation toor ~~reflect~~other ~~the share surrender~~means.

InLevel ~~November~~3—Pricing ~~2021,~~inputs ~~the~~are ~~Sponsor~~unobservable ~~transferred~~and ~~25,000~~include ~~Founder~~situations ~~Shares~~where ~~each~~there tois ~~Nancy~~little, ~~Tellem~~if ~~and~~any, ~~Alexis~~market ~~Ohanian,~~activity for the ~~Company’s~~investment. ~~independent~~The ~~director~~inputs ~~nominees~~used in determination of fair value require significant judgment and estimation.

~~The~~In ~~initial~~some ~~shareholders~~cases, ~~including~~ the ~~Sponsor,~~inputs ~~have~~used ~~agreed, subject~~ to ~~limited~~measure ~~exceptions,~~fair ~~not~~value tomight ~~transfer,~~fall ~~assign~~within ordifferent ~~sell~~levels ~~any~~ of the ~~Founder~~fair ~~Shares~~value ~~until~~hierarchy. ~~the~~In ~~earlier~~such tocases, ~~occur~~the ~~of:~~level ~~(i)~~in ~~one~~the ~~year~~fair ~~after~~value ~~the~~hierarchy ~~completion~~within ofwhich the ~~initial~~investment ~~Business~~is ~~Combination~~categorized ~~and~~in ~~(ii)~~its ~~subsequent~~entirety tois ~~our~~determined ~~initial~~based ~~business~~on ~~combination (x) if~~ the ~~last~~lowest ~~reported~~level ~~sale~~input ~~price~~that ofis ~~our~~significant ~~Class A~~to ~~ordinary~~the ~~shares~~investment. ~~equals~~Assessing orthe ~~exceeds~~significance ~~$12.00~~of ~~per~~a ~~share~~particular ~~(as~~input ~~adjusted~~to ~~for~~the ~~share~~valuation ~~sub-divisions,~~of ~~share~~an ~~dividends,~~investment ~~rights~~in ~~issuances,~~its ~~consolidations,~~entirety ~~reorganizations,~~requires ~~recapitalizations~~judgment and ~~other~~considers ~~similar~~factors ~~transactions)~~specific ~~for~~to ~~any~~the 20investment. ~~trading~~The ~~days~~categorization ~~within~~of ~~any~~an ~~30-trading~~investment ~~day~~within ~~period~~the ~~commencing~~hierarchy atis ~~least~~based ~~150 days~~upon ~~after our initial business combination or (y)~~ the ~~date~~pricing ontransparency ~~which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all~~ of ~~our public shareholders having~~ the ~~right~~investment toand ~~exchange~~does ~~their~~not ~~ordinary~~necessarily ~~shares~~correspond ~~for~~to ~~cash,~~the ~~securities~~perceived orrisk ~~other~~of ~~property~~that investment.

~~Private~~As ~~Placement~~of ~~Warrants~~June 30, 2023 and December 31, 2022, the Company’s assets measured at fair value on a recurring basis consist of U.S. government securities and U.S. Treasuries, respectively, held in Trust classified within Level 1 of the fair value hierarchy. The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments.

~~Substantially~~Recent ~~concurrently~~Accounting ~~with~~Pronouncements the closing of the IPO, the Company completed the private sale of 11,200,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, to the Sponsor, generating gross proceeds to the Company of $11,200,000. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable for cash or on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The ~~Sponsor and the~~ Company’s ~~officers~~management ~~and~~does ~~directors have agreed, subject to limited exceptions,~~ not tobelieve ~~transfer,~~that ~~assign or sell~~ any ofrecently ~~their~~issued ~~Private~~accounting ~~Placement~~standards ~~Warrants~~if ~~until~~currently 30adopted ~~days~~would ~~after~~have ~~the~~a ~~completion~~material ofeffect on the ~~initial~~accompanying ~~Business~~condensed ~~Combination~~financial statements.

~~The~~Note Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company (except in certain redemption scenarios when the price per Class A ordinary share equals or exceeds $10.00 (as adjusted)); (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial business combination; (3)—Initial ~~they~~Public ~~may~~Offering ~~be exercised by the holders on a cashless basis; and (4) they (including the Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.~~

~~Working~~As ~~Capital~~discussed ~~Loans—Related~~in ~~Party~~Note 1, on December 6, 2021, the Company consummated its IPO of 23,000,000 Units, including the issuance of 3,000,000 Units as a result of the underwriter’s exercise of its over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.

InSubstantially ~~order~~concurrently ~~to finance transaction costs in connection~~ with ~~a Business Combination,~~ the ~~Sponsor~~closing ~~agreed to loan the Company an aggregate~~ of ~~up to $2,500,000 funds as may be required (“Working Capital Loans”). If~~ the ~~Company completes a Business Combination~~IPO, the Company ~~will~~completed ~~repay~~ the ~~Working~~private ~~Capital~~sale ~~Loans out~~ of ~~the proceeds of the Trust Account released to the Company. Otherwise~~11, ~~the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close~~200, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans are non-interest bearing and due at the earlier of (i) September 6, 2023, (ii) the date of consummation of a Business Combination or, (iii) pursuant to acceleration of the obligations upon an event of default. At the lender’s discretion, up to $2,500,000 ofPrivate ~~such~~Placement ~~Working~~Warrants ~~Capital Loans may be convertible into warrants of the post Business Combination entity~~ at a purchase price of $1.00 per ~~warrant.~~Private ~~The~~Placement ~~warrants~~Warrant, ~~would be identical~~ to the ~~Private~~Sponsor, ~~Placement~~generating ~~Warrants.~~gross ~~The~~proceeds ~~embedded feature~~ to ~~settle~~ the ~~Working~~Company ~~Capital Loans upon the occurrence~~ of ~~an event of default is clearly and~~ $11,200,000.

~~F-13~~Note 4—Related Party Transactions

~~UTA~~Founder ~~Acquisition~~Shares ~~Corporation~~

~~Notes~~On July 22, 2021, the Sponsor paid an aggregate price of $25,000 to cover certain expenses on behalf of the ~~Condensed~~Company ~~Financial~~in ~~Statements~~exchange for an initial issuance of 7,187,500 shares of Class B ordinary shares (the “Founder Shares”). In November 2021, the Sponsor surrendered an aggregate of 1,437,500 Founder Shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding. All share and per share amounts have been retroactively restated to reflect the share surrender.

~~closely~~In ~~related~~November to2021, the ~~debt~~Sponsor ~~host~~transferred ~~and~~25,000 isFounder ~~therefore~~Shares ~~not~~each ~~required~~ to beNancy ~~separated.~~Tellem ~~As of March 31, 2023~~ and ~~December~~Alexis 31Ohanian, ~~2022,~~ the Company’s ~~had~~independent ~~$752,993~~director ~~and $577,992, respectively, in outstanding borrowings under the Working Capital Loans~~nominees.

The initial shareholders, including the Sponsor, have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) subsequent to our initial business combination (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share

~~Administrative Services Agreement~~sub-divisions,

share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any

On December 1, 2021, the Company entered into an agreement that provides that, commencing on the closing of the IPO and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. The Sponsor subsequently agreed to waive any fees that would have been payable by the Company under the agreement for the month of December 2021. For the three months ended March 31, 2023, $30,000 was incurred and recognized in formation and operating costs in the condensed statement of operations. As of March 31, 2023 and December 31, 2022, $150,000 and $120,000, respectively, was payable and included in payable to affiliate on the condensed balance sheet.20

trading days within any

The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates. No such expenditures were incurred for the three months ended March 31, 2023 and 2022.30

-trading

day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

~~Note~~10 ~~5—Commitments and Contingencies~~

~~Registration~~Table ~~Rights~~of Contents

~~The~~UTA ~~holders~~Acquisition ofCorporation Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the IPO. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Risks~~Notes ~~and~~to ~~Uncertainties~~Condensed Financial Statements

~~Management~~Private ~~continues~~Placement toWarrants evaluate the impact of the COVID-19 pandemic and Russia-Ukraine war on the industry and has concluded that while it is reasonably possible that such could have negative effects on the Company’s financial position, results of its operations, and/or search for a target company, the specific impacts are not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Substantially concurrently with the closing of the IPO, the Company completed the private sale of 11,200,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, to the Sponsor, generating gross proceeds to the Company of $11,200,000. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be

Fnon-14redeemable

for cash and exercisable for cash or on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

~~UTA~~The ~~Acquisition~~Sponsor ~~Corporation~~and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

~~Notes~~The Private Placement Warrants are identical to the ~~Condensed~~warrants ~~Financial~~sold ~~Statements~~as part of the Units in the IPO except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company (except in certain redemption scenarios when the price per Class A ordinary share equals or exceeds $10.00 (as adjusted)); (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.

~~Underwriting~~Working ~~Agreement~~Capital Loans—Related Party

In order to finance transaction costs in connection with a Business Combination, the Sponsor agreed to loan the Company an aggregate of up to $2,500,000 funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans are

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4,600,000 in the aggregate paid upon the closing of the IPO. Additionally, the underwriters are entitled to a deferred underwriting discount of $0.35 per unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.non-interest

bearing and due at the earlier of (i) September 6, 2023, (ii) the date of consummation of a Business Combination or, (iii) pursuant to acceleration of the obligations upon an event of default. At the lender’s discretion, up to $2,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. The embedded feature to settle the Working Capital Loans upon the occurrence of an event of default is clearly and closely related to the debt host and is therefore not required to be separated. As of June 30, 2023 and December 31, 2022, the Company had $835,993

and $577,992, respectively, in outstanding borrowings under the Working Capital Loans.

~~Note~~Administrative ~~6—Class~~Services AAgreement ~~Ordinary Shares Subject to Possible Redemption~~

The Company is authorized to issue 80,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of March 31, 2023 and December 31, 2022, there were 23,000,000 shares of Class A ordinary shares outstanding, all of which were subject to redemption. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events.

As 2022, of$30,000 ~~March~~and 31$60, ~~2023~~000 respectively, ~~Class~~was Aincurred ~~ordinary~~and ~~shares~~recognized ~~reflected~~in onformation and operating costs in the ~~balance~~condensed ~~sheet~~statement isof ~~reconciled~~operations. asAs ~~follows:~~of June 30, 2023 and December 31, 2022, $

180,000

and $120,000, respectively, was payable and included in payable to affiliate on the condensed balance sheet.

The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any

Class A ordinary shares subject to possible redemption - December 31, 2022	$	237,994,906
Plus:
Accretion of carrying value to redemption value		2,527,725
Class A ordinary shares subject to possible redemption - March 31, 2023	$	240,522,631

out-of-pocket

expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates. No such expenditures were incurred for the three and six months ended June 30, 2023 and 2022.

AsNote of5—Commitments ~~March~~and ~~31,~~Contingencies ~~2022, Class A ordinary shares reflected on the balance sheet is reconciled as follows:~~

Class A ordinary shares subject to possible redemption - December 31, 2021	$	234,606,064
Less:
Accretion of carrying value to redemption value		(56,105	)
Class A ordinary shares subject to possible redemption - March 31, 2022	$	234,549,959

Registration Rights

~~Note~~The ~~7—Shareholder’s~~holders ~~Equity~~of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the IPO. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

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

~~Class~~Management Acontinues ~~Ordinary~~to ~~Shares~~evaluate ~~—The~~the ~~Company~~impact isof ~~authorized~~the Russia-Ukraine towar ~~issue~~on ~~80,000,000~~the ~~Class~~industry Aand ~~ordinary~~has ~~shares~~concluded ~~with~~that awhile ~~par~~it ~~value~~is ofreasonably ~~$0.0001~~possible ~~per~~that ~~share.~~such Ascould ofhave ~~March~~negative 31effects on the Company’s financial position, ~~2023~~results of its operations, and/or ~~December~~search ~~31,~~for ~~2022~~a target company, ~~there~~the ~~were~~specific ~~23,000,000~~impacts ~~Class~~are Anot ~~ordinary~~readily ~~shares~~determinable ~~issued~~as ~~and~~of ~~outstanding,~~the ~~all~~date ~~subject~~of tothese ~~possible~~condensed ~~redemption~~financial ~~and~~statements. ~~classified~~The ascondensed ~~temporary~~financial ~~equity~~statements indo ~~the~~not ~~accompanying~~include ~~balance~~any ~~sheet~~adjustments ~~(see~~that ~~Note~~might 6)result from the outcome of these uncertainties.

~~Class~~Underwriting BAgreement Ordinary Shares —The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On July 22, 2021, the Sponsor paid an aggregate price of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,750,000 Class B ordinary shares outstanding.

~~Stockholders~~The ofunderwriters ~~record~~were ~~are~~ entitled to ~~one~~an ~~vote~~underwriting ~~for~~discount ~~each~~of ~~share~~$0.20 ~~held~~per onunit, ~~all~~or ~~matters~~$4,600,000 toin bethe ~~voted~~aggregate onpaid byupon ~~stockholders.~~the ~~Holders~~closing of ~~Class~~the AIPO. ~~ordinary~~Additionally, ~~shares~~the ~~and~~underwriters ~~holders~~are entitled to a deferred underwriting discount of ~~Class~~$0.35 Bper ~~ordinary~~unit, ~~shares~~or $8,050,000 in the aggregate. The deferred fee will ~~vote~~become ~~together~~payable asto athe ~~single~~underwriters ~~class~~from onthe ~~all~~amounts ~~matters~~held ~~submitted~~in tothe aTrust ~~vote~~Account ofsolely in the event that the Company’s ~~stockholders~~completes ~~except~~a asBusiness ~~required~~Combination, bysubject ~~law~~to the terms of the underwriting agreement.

~~F-15~~11

~~UTA~~Table ~~Acquisition~~of ~~Corporation~~Contents

~~Notes~~UTA toAcquisition ~~the~~Corporation ~~Condensed Financial Statements~~

~~The~~Notes ~~Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject~~ to ~~adjustment~~Condensed ~~for~~Financial ~~stock~~Statements splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of shares of Class A ordinary shares by Public Stockholders), including the total number of shares 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, excluding any shares of Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into shares of Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

~~Warrants~~Note 6—Class A AsOrdinary ofShares ~~March~~Subject ~~31,~~to ~~2023~~Possible ~~and~~Redemption December 31, 2022, the Company had 11,500,000 and 11,200,000 Public Warrants and Private Placement Warrants outstanding, respectively. The Company accounts for both the Public and Private Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants meet the criteria for equity treatment thereunder, each warrant must be recorded within equity.

~~Public~~The ~~Warrants~~Company ~~may~~is ~~only~~authorized beto ~~exercised~~issue ~~for~~80,000,000 ashares ~~whole~~of ~~number~~Class A ofordinary shares. Nowith ~~fractional~~a ~~Public~~par ~~Warrants~~value ~~will~~of be$0.0001 ~~issued~~per ~~upon~~share. ~~separation~~Holders of the ~~Units~~Company’s ~~and~~Class A ~~only~~ordinary ~~whole~~shares ~~Public~~are ~~Warrants~~entitled ~~will~~to ~~trade~~one vote for each share. ~~The~~As ~~Public~~of ~~Warrants~~June 30, ~~will~~2023 ~~become~~and ~~exercisable~~December 31, on2022, ~~the~~there ~~later~~were of23,000,000 ~~(a)~~shares 30of ~~days~~Class A ~~after~~ordinary ~~the~~shares ~~completion~~outstanding, all of awhich ~~Business~~were ~~Combination~~subject orto ~~(b)~~redemption. 12The ~~months~~Company’s ~~from~~Class A ~~the~~ordinary ~~closing~~shares offeature ~~the~~certain ~~IPO.~~redemption ~~The~~rights ~~Public~~that ~~Warrants~~are ~~will~~considered ~~expire~~to ~~five~~be ~~years~~outside ~~after~~of the ~~completion~~Company’s ofcontrol aand ~~Business~~subject ~~Combination~~to orthe ~~earlier~~occurrence ~~upon~~of ~~redemption~~future ~~or liquidation~~events.

~~Once~~As ~~the~~of ~~warrants~~June 30, ~~become exercisable~~2023, ~~the~~Class A ~~Company~~ordinary ~~may~~shares ~~redeem~~reflected on the ~~Public~~balance ~~Warrants~~sheet is reconciled as follows:

• in whole and not in part;



Class A ordinary shares subject to possible redemption - December 31, 2022	$	237,994,906
Plus:
Accretion of carrying value to redemption value		5,395,450

Class A ordinary shares subject to possible redemption - June 30, 2023	$	243,390,356

•As atof aJune 30, ~~price~~2022, ofClass A ~~$0.01~~ordinary ~~per~~shares ~~warrant;~~reflected on the balance sheet is reconciled as follows:

• at any time after the warrants become exercisable;



Class A ordinary shares subject to possible redemption - December 31, 2021	$	234,606,064
Plus:
Accretion of carrying value to redemption value		241,801

Class A ordinary shares subject to possible redemption - June 30, 2022	$	234,847,865

•Note ~~upon a not less than 30 days~~7—Shareholder’s ~~prior~~Equity ~~written notice of redemption;~~

•Preference ~~if,~~Shares and only if, the last sales price of the Class A ordinary shares for any 20 days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders equals or exceeds $18.00 per share.—

The Company is authorized to issue 1,000,000 preference shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2023 and December 31, 2022, there were no preference shares issued and outstanding.

• if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption, or the Company has elected to require the exercise of the Public Warrants on a cashless basis.Class

If A ~~the~~Ordinary ~~Company~~Shares calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

—The Company is authorized to issue 80,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of June 30, 2023, and December 31, 2022, there were 23,000,000 Class A ordinary shares issued and outstanding, all subject to possible redemption and classified as temporary equity in the accompanying balance sheet (see Note 6).

~~F-16~~Class

~~UTA~~ B ~~Acquisition~~Ordinary ~~Corporation~~Shares

—The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On July 22, 2021, the Sponsor paid an aggregate price of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,750,000 Class B ordinary shares outstanding.

~~Notes~~Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the ~~Condensed~~Company’s ~~Financial~~stockholders ~~Statements~~except as required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a

~~If the Company issues additional Class A ordinary shares or equity~~one-~~linked securities~~ for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B Ordinary Shares, par value $0.0001 per share, of the Company held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the 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.-one

basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an

~~The Private Placement Warrants are identical to the warrants sold~~ as part of the Units in the IPO except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company (except in certain redemption scenarios when the price per Ordinary Share equals or exceeds $10.00 (as adjusted)); (2) they (including the Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.-converted

basis, 20% of the total number of shares of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of shares of Class A ordinary shares by Public Stockholders), including the total number of shares 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, excluding any shares of Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into shares of Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than

Fone-17for-one

basis.

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

— As of June 30, 2023 and December 31, 2022, the Company had 11,500,000 and 11,200,000 Public Warrants and Private Placement Warrants outstanding, respectively.

The Company accounts for both the Public and Private Warrants

in accordance with the guidance contained in ASC

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to UTA Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to UTA Acquisition Sponsor, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward815-~~looking statements that involve risks and uncertainties~~40.

Such guidance provides that because the warrants meet the criteria for equity treatment thereunder, each warrant must be recorded within equity.

~~Special~~Public ~~Note~~Warrants ~~Regarding~~may ~~Forward-Looking~~only ~~Statements~~be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

~~This~~Once ~~Quarterly Report includes “forward-looking statements” within~~ the ~~meaning~~warrants ofbecome Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks anduncertainties that could cause actual results to differ materially from those expected and projected. All statementsexercisable, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s ~~financial~~may ~~position,~~redeem ~~business strategy and~~ the plans and objectives of management for future operations, are forward looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public ~~Offering~~Warrants: (as defined below) filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s filings with the SEC can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

~~Overview~~• in whole and not in part;

We• ~~are~~at a ~~blank~~price ~~check company, incorporated as a Cayman Islands exempted company on July 15, 2021 for the purpose~~ of ~~effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses~~$0.01 Weper have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the sale of the private placement warrants, our shares, debt or a combination of cash, shares and debt. warrant;

On• December 6, 2021, we consummated our initial public offering (the “IPO”) of 23,000,000 units (the “Units”), including the issuance of 3,000,000 Units as a result of the underwriter’s exercise of its over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (an “Ordinary Share”), and one-half of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at aany ~~price~~time ofafter ~~$10.00 per Unit, generating gross proceeds to~~ the ~~Company~~warrants ofbecome ~~$230,000,000.~~exercisable;

~~Substantially~~• ~~concurrently~~upon ~~with the closing of the IPO, we completed the private sale of 11,200,000 Private Placement Warrants at~~ a ~~purchase~~not ~~price~~less ofthan ~~$1.00~~30 ~~per~~days’ ~~Private~~prior ~~Placement~~written ~~Warrant,~~notice ~~to the sponsor, generating gross proceeds~~ of ~~$11,200,000.~~ redemption;

2• if, and only if, the last sales price of the Class A ordinary shares for any 20 days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders equals or exceeds $18.00 per share.

A• ~~total of $234~~if,~~600,000,~~ ~~comprised of proceeds from the IPO~~ and ~~the~~only ~~sale of the Private Placement Warrants~~if, ~~was~~there ~~placed~~is ~~in the Trust Account,~~ a ~~U.S.-based~~current ~~trust~~registration ~~account~~statement atin JPeffect ~~Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except~~ with respect to ~~interest earned on~~ the ~~funds~~ordinary ~~held~~shares inunderlying ~~the~~such ~~Trust~~warrants ~~Account~~at ~~that may be released to~~ the ~~Company~~time ~~to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur~~ of: ~~(1) the~~redemption ~~completion~~and offor the ~~Company’s~~entire ~~initial~~30-day ~~business~~trading ~~combination;~~period ~~(2) the~~referred ~~redemption of any public shares properly submitted in connection with a shareholder vote~~ to ~~amend~~above ~~the Company’s amended~~ and ~~restated~~continuing ~~memorandum~~each ~~and~~day ~~articles~~thereafter ofuntil ~~association (A) to modify~~ the ~~substance~~date ~~or timing~~ of ~~the Company’s obligation to allow~~ redemption, ~~in connection with its initial business combination~~ or ~~to redeem 100% of its public shares if~~ the Company ~~does~~has ~~not~~elected ~~complete its initial business combination within 21 months from the closing of the IPO or (B) with respect~~ to ~~any~~require ~~other provision relating to shareholders’ rights or pre-initial business combination activity; and (3)~~ the ~~redemption~~exercise of the ~~Company’s~~Public ~~public~~Warrants ~~shares~~on ifa ~~the~~cashless ~~Company has not completed its initial business combination within 21 months from the closing of the IPO, subject to applicable law~~basis.

~~Business~~If ~~Combination~~the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. Additionally, in no event will the Company be required to net cash settle the warrants.

If12 we are unable to complete a business combination within 21 months from the closing of the initial public offering (the “combination period”), 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 (less amounts released to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

~~The~~Table ~~issuance~~ of ~~additional ordinary shares or preference shares in connection with an initial business combination:~~Contents

•UTA ~~may~~Acquisition ~~significantly~~Corporation dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

•Notes ~~may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior~~ to ~~those~~Condensed ~~afforded~~Financial ~~our~~Statements ~~ordinary shares;~~

•If ~~could~~the ~~cause~~Company is unable to complete a ~~change~~Business inCombination ~~control~~within ifthe aCombination ~~substantial~~Period ~~number~~and ofthe ~~ordinary~~Company ~~shares~~liquidates isthe ~~issued,~~funds ~~which~~held ~~may~~in ~~affect~~the Trust Account, ~~among~~holders ~~other~~of ~~things,~~warrants ~~our~~will ~~ability~~not toreceive ~~use~~any ~~our~~of ~~net~~such ~~operating~~funds ~~loss~~with ~~carry~~respect ~~forwards,~~to iftheir ~~any~~warrants, ~~and~~nor ~~could~~will ~~result~~they inreceive any distribution from the ~~resignation~~Company’s orassets ~~removal~~held outside of ~~our~~the ~~present~~Trust ~~officers~~Account ~~and~~with ~~directors;~~the respect to such warrants. Accordingly, the warrants may expire worthless.

•If ~~may~~the ~~have~~Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the ~~effect~~closing of ~~delaying~~its initial Business Combination at an issue price or ~~preventing~~effective aissue ~~change~~price of ~~control~~less ofthan us$9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by ~~diluting~~the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B Ordinary Shares, par value $0.0001 per share, ~~ownership~~of the Company held by the Sponsor or ~~voting~~such ~~rights~~affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of athe ~~person~~total ~~seeking~~equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to ~~obtain~~the ~~control~~nearest cent) to be equal to 115% of ~~us;~~the higher of the Market Value and the Newly Issued Price.

•The ~~may~~Private ~~adversely~~Placement ~~affect~~Warrants ~~prevailing~~are ~~market~~identical ~~prices~~to ~~for~~the ~~our~~warrants ~~units~~sold as part of the Units in the IPO except that, ~~ordinary~~so ~~shares~~long ~~and/~~as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company (except in certain redemption scenarios when the price per Ordinary Share equals or exceeds $10.00 (as adjusted)); (2) they (including the Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.

•Note ~~may~~8—Subsequent ~~not~~Events ~~result in adjustment to the exercise price of our warrants.~~

~~Similarly,~~The ifCompany wehas ~~issue~~evaluated ~~debt~~subsequent ~~securities~~events orand ~~otherwise~~transactions ~~incur~~that ~~significant~~occurred ~~debt~~after the balance sheet date through the date these financial statements were issued. Based upon this review, itthe ~~could~~Company ~~result~~did not identify any subsequent events that would have required adjustment or disclosure in: the financial statements.

•13 ~~default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;~~

3ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

•References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to UTA Acquisition Corporation. References to our ~~immediate~~“management” ~~payment~~or ofour ~~all~~“management ~~principal~~team” ~~and~~refer ~~accrued~~to ~~interest~~our officers and directors, ifand ~~any~~references to the “Sponsor” refer to UTA Acquisition Sponsor, ifLLC. The following discussion and analysis of the ~~debt~~Company’s ~~security~~financial iscondition ~~payable~~and onresults ~~demand;~~of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

•Special ~~our~~Note ~~inability~~Regarding toForward-Looking ~~obtain~~Statements ~~necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;~~

•This ~~using~~Quarterly aReport ~~substantial~~includes ~~portion~~“forward-looking statements” within the meaning of ~~our~~Section 27A ~~cash~~of ~~flow~~the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to ~~pay~~differ ~~principal~~materially from those expected and ~~interest~~projected. onAll ~~our~~statements, ~~debt~~other than statements of historical fact included in this Quarterly Report including, ~~which~~without ~~will~~limitation, ~~reduce~~statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the ~~funds~~Company’s ~~available~~financial position, business strategy and the plans and objectives of management for ~~dividends~~future onoperations, ~~our~~are ~~ordinary~~forward ~~shares~~looking ifstatements. ~~declared~~Words such as “expect,” ~~our~~“believe,” ~~ability~~“anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to ~~pay~~identify ~~expenses~~such forward-looking statements. Such forward-looking statements relate to future events or future performance, ~~make~~but ~~capital~~reflect ~~expenditures~~management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and ~~acquisitions~~results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering (as defined below) filed with the U.S. Securities and ~~fund~~Exchange ~~other~~Commission ~~general~~(the ~~corporate~~“SEC”). ~~purposes;~~The Company’s filings with the SEC can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

•Overview ~~limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;~~

•We ~~increased~~are ~~vulnerability~~a toblank ~~adverse~~check ~~changes~~company, inincorporated ~~general~~as ~~economic~~a Cayman Islands exempted company on July 15, ~~industry~~2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any business combination target and ~~competitive~~we ~~conditions~~have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and ~~adverse~~the ~~changes~~sale inof ~~government~~the ~~regulation;~~private placement warrants, our shares, debt or a combination of cash, shares and debt.

•On ~~limitations~~December 6, on2021, we consummated our ~~ability~~initial topublic ~~borrow~~offering ~~additional~~(the ~~amounts~~“IPO”) ~~for~~of ~~expenses~~23,000,000 ~~capital~~units ~~expenditures~~(the “Units”), ~~acquisitions~~including the issuance of 3,000,000 ~~debt~~Units ~~service~~as ~~requirements~~a result of the underwriter’s exercise of its over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (an “Ordinary Share”), and ~~execution~~one-half of ~~our~~one ~~strategy~~redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.

WeSubstantially ~~expect~~concurrently towith ~~continue~~the toclosing ~~incur~~of ~~significant~~the ~~costs~~IPO, inwe completed the ~~pursuit~~private sale of ~~our~~11,200,000 ~~initial~~Private ~~business~~Placement ~~combination~~Warrants ~~plans.~~at Wea ~~cannot~~purchase ~~assure~~price ~~you~~of ~~that~~$1.00 ~~our~~per ~~plans~~Private toPlacement ~~raise~~Warrant, ~~capital or~~ to ~~complete~~the ~~our~~sponsor, ~~initial~~generating ~~business~~gross ~~combination~~proceeds ~~will~~of ~~be successful~~$11,200,000.

~~Results~~A total of ~~Operations~~$234,600,000, comprised of proceeds from the IPO and the sale of the Private Placement Warrants, was placed in the Trust Account, a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption 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 21 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of the Company’s public shares if the Company has not completed its initial business combination within 21 months from the closing of the IPO, subject to applicable law.

WeBusiness ~~have~~Combination neither engaged in any operations nor generated any operating revenues to date. Our only activities for the three months ended March 31, 2023 were identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

~~For~~If ~~the~~we ~~three~~are unable to complete a business combination within 21 months ~~ended~~from ~~March~~the ~~31,~~closing ~~2023~~of the initial public offering (the “combination period”), we ~~had~~will ~~net~~(i) cease ~~income~~all operations except for the purpose of $1winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter,~~995~~ redeem the public shares,~~114~~ at a per-share price, ~~which~~payable ~~resulted~~in ~~entirely~~cash, ~~from~~equal ~~earnings~~to onthe ~~investments~~aggregate ~~held~~amount then on deposit in ~~Trust~~the ~~Account~~trust ofaccount, including interest (less amounts released to pay taxes and up to $2100,~~527~~000 of interest to pay dissolution expenses),~~725,~~ ~~offset~~divided by ~~formation~~the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and ~~operating~~(iii) as ~~costs~~promptly as reasonably possible following such redemption, subject to the approval of ~~$532~~our remaining shareholders and our board of directors,~~611~~ liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

~~For~~The ~~the~~issuance ~~three months ended March 31, 2022, we had net loss~~ of ~~$430,477,~~additional ~~which~~ordinary ~~resulted~~shares ~~entirely~~or ~~from~~preference ~~$374,372~~shares in ~~formation~~connection ~~and~~with ~~operating~~an ~~costs~~initial ~~and~~business ~~$56,105~~combination: ~~in losses on investments held in the Trust Account.~~

~~Liquidity~~• ~~and~~may ~~Capital~~significantly ~~Resources~~dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

~~Our~~• ~~liquidity~~may ~~needs~~subordinate ~~prior to~~ the ~~completion~~rights of ~~our~~holders ~~IPO~~of ~~had~~ordinary ~~been~~shares ~~satisfied~~if ~~through~~preference ~~receipt~~shares ofare ~~$25,000~~issued ~~from~~with ~~the~~rights ~~sale~~senior ~~of the founder shares~~ to ~~our~~those ~~sponsor~~afforded ~~and loans from~~ our ~~sponsor~~ordinary ~~under an unsecured promissory note.~~shares;

On• ~~December~~could 6,cause ~~2021,~~a wechange ~~consummated~~in ~~our~~control ~~IPO~~if ofa ~~23,000,000~~substantial ~~Units~~number ~~including~~of ~~the~~ordinary ~~issuance~~shares ofis 3issued,~~000,000~~ ~~Units~~which asmay aaffect, ~~result~~among ofother ~~the~~things, ~~underwriter’s~~our ~~exercise~~ability ofto ~~its~~use ~~over-allotment~~our ~~option.~~net ~~The~~operating ~~Units~~loss ~~were~~carry ~~sold~~forwards, atif aany, ~~price~~and ofcould ~~$10.00~~result ~~per~~in ~~Unit,~~the ~~generating~~resignation ~~gross~~or ~~proceeds~~removal toof ~~the~~our ~~Company~~present ofofficers ~~$230,000,000.~~and directors;

~~Substantially~~• ~~concurrently~~may ~~with~~have the ~~closing~~effect of ~~the~~delaying ~~IPO,~~or wepreventing ~~completed~~a ~~the~~change ~~private~~of ~~sale~~control of ~~11,200,000~~us ~~Private~~by ~~Placement~~diluting ~~Warrants~~the atshare aownership ~~purchase~~or ~~price~~voting rights of ~~$1.00~~a ~~per~~person ~~Private~~seeking ~~Placement Warrant,~~ to ~~the~~obtain ~~sponsor,~~control ~~generating gross proceeds~~ of ~~$11,200,000.~~ us;

~~The~~14 net proceeds from (1) the sale of the units in our initial public offering, after deducting offering expenses of $602,780 and underwriting commissions of $4,600,000, since the underwriter’s over-allotment option was exercised in full, and (2) the sale of the private placement warrants for a purchase price of $11,200,000 in the aggregate were $235,997,220 in the aggregate. Of this amount, $234,600,000, including $8,050,000 in deferred underwriting commissions, was deposited into Trust Account. The funds in the Trust Account are invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries.

We• intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete our initial business combination. We may ~~withdraw~~adversely ~~interest~~affect toprevailing ~~pay~~market ~~taxes,~~prices iffor any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest earned on the amount in the Trust Account will be sufficient to pay our ~~taxes. We expect the only taxes payable by us out of the funds in the Trust Account will be income and franchise taxes~~units, ~~if any. To the extent that our~~ ordinary shares and/or ~~debt~~warrants; is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and ~~pursue our growth strategies.~~

As• of March 31, 2023, we had cash outside our Trust Account of $24,000 and had a working capital deficiency of $617,615. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor agreed to loan us funds of up to $2,500,000 as may be required (the “Working Capital Loans”), of which $1,747,007 remains available as of March 31, 2023. If we complete our initial business combination, we may repay such Working Capital Loans out of the proceeds of the trust account released to us. Otherwise, such Working Capital Loans may be repaid only out of funds held outside the trust account. In the event that our initial business combination does not ~~close,~~result wein ~~may~~adjustment ~~use a portion of the working capital held outside the trust account~~ to ~~repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $2,500,000 of~~ the ~~Working~~exercise ~~Capital Loans may be convertible into warrants at a~~ price of ~~$1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to~~ our ~~sponsor~~warrants. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

~~In addition~~Similarly, if we ~~could~~issue ~~use~~debt asecurities ~~portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business~~ or asotherwise aincur ~~down~~significant payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combinationdebt, ~~although~~it we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in: ~~our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.~~

~~The~~• ~~Company~~default ~~uses funds held outside of the Trust Account~~ and ~~borrowings~~foreclosure ~~under~~on ~~the~~our ~~Working~~assets ~~Capital~~if ~~Loans~~our tooperating ~~pay~~revenues ~~existing~~after ~~accounts~~an ~~payable, identifying and evaluating prospective~~ initial ~~Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target~~ business tocombination ~~merge~~are ~~with~~insufficient ~~or acquire, and structuring, negotiating and consummating a Business Combination. The Company believes that the funds available may not be sufficient~~ to ~~meet~~repay ~~the expenditures required for operating~~ our ~~business~~debt ~~through a period of one year from the date of these condensed financial statements.~~ obligations;

We• ~~may~~acceleration ~~need~~of toour ~~obtain~~obligations ~~additional financing either~~ to ~~complete~~repay anthe ~~initial~~indebtedness ~~business~~even ~~combination~~if ~~or because~~ we ~~become~~make ~~obligated~~all toprincipal ~~redeem~~and ainterest ~~significant~~payments ~~number~~when ofdue ~~our~~if ~~Public Shares upon completion of an initial business combination, in which case~~ we ~~may~~breach ~~issue~~certain ~~additional~~covenants ~~securities or incur debt in connection with such business combination. There is no assurance~~ that ~~management~~require ~~would~~the bemaintenance ~~able~~of tocertain ~~secure~~financial ~~these~~ratios ~~additional~~or ~~funds.~~reserves Aswithout a ~~result,~~waiver ~~the~~or ~~Company’s~~renegotiation ~~management~~of ~~has determined~~ that ~~the current liquidity conditions raise substantial doubt about our ability to continue as a going concern.~~ covenant;

5• our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

~~Contractual~~• ~~Obligations~~our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

~~Related~~• ~~Party~~using ~~Loans~~a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

In• ~~addition,~~limitations inon ~~order~~our toflexibility ~~finance transaction costs~~ in ~~connection~~planning ~~with~~for aand ~~Business~~reacting ~~Combination, the sponsor agreed~~ to ~~loan~~changes us funds as may be required (“Working Capital Loans”), up to $2,500,000. If we complete a Business Combination, we will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in ~~the~~our ~~Trust~~business ~~Account would be used to repay the Working Capital Loans. The Working Capital Loans are due at the earlier of September 6, 2023~~ and ~~the~~in ~~date of consummation of a Business Combination or, at~~ the ~~lender’s~~industry ~~discretion,~~in upwhich to $2,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2023, we ~~had borrowings of $752,993 under the Working Capital Loans.~~operate;

~~Registration~~• ~~Rights~~increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

~~The~~• ~~holders~~limitations ofon ~~Founder~~our ~~Shares,~~ability ~~Private~~to ~~Placement~~borrow ~~Warrants~~additional ~~and~~amounts ~~warrants~~for ~~that~~expenses, ~~may~~capital ~~be issued upon conversion of Working Capital Loans~~expenditures, ~~if any~~acquisitions, ~~(and~~debt ~~any~~service shares of 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 and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement entered into on December 1requirements, ~~2021. These holders will be entitled to certain demand~~ and ~~“piggyback”~~execution ~~registration rights. We will bear the expenses incurred in connection with the filing~~ of ~~any~~our ~~such registration statements~~strategy.

~~Underwriting~~We ~~Agreement~~expect to continue to incur significant costs in the pursuit of our initial business combination plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

~~Upon~~Results ~~closing~~ of ~~the~~Operations IPO, we paid $4,600,000 to the underwriters for underwriting discounts and commissions. Additionally, the underwriters are entitled to a deferred underwriting discount of $8,050,000 which will be payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

~~Critical~~We ~~Accounting~~have ~~Estimates~~neither engaged in any operations nor generated any operating revenues to date. Our only activities for the three and six months ended June 30, 2023 were identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

~~The~~For ~~preparation~~the ofthree ~~condensed~~months ~~financial~~ended ~~statements~~June 30, ~~and~~2023, ~~related~~we ~~disclosures~~had innet ~~conformity~~income ~~with accounting principles generally accepted in the United States~~ of ~~America~~$2,566,601, ~~requires~~which ~~management~~resulted toentirely ~~make~~from ~~estimates~~earnings ~~and~~on ~~assumptions~~investments ~~that~~held ~~affect~~in ~~the~~Trust ~~reported~~Account ~~amounts~~ of ~~assets and liabilities~~2,867,725, ~~disclosure~~offset ofby ~~contingent~~formation ~~assets~~ and ~~liabilities~~operating atcosts ~~the date~~ of ~~the condensed financial statements~~$301, ~~and income and expenses during the periods reported~~124. ~~Actual results could materially differ from those estimates. There were no critical accounting estimates. We have identified the following critical accounting policies:~~

~~Net~~For ~~Income~~the ~~(Loss)~~six ~~Per~~months ~~Ordinary~~ended ~~Share~~June 30, 2023, we had net income of $4,561,715, which resulted entirely from earnings on investments held in Trust Account of $5,395,450, offset by formation and operating costs of $833,735.

~~See~~For ~~Note~~the 2three months ended June 30, ~~Summary~~2022, ofwe ~~Significant~~had ~~Accounting~~net ~~Policies~~income of $15,451, ~~for~~which ~~the~~resulted ~~Company’s~~entirely ~~accounting~~from ~~and~~earnings ~~disclosures~~on ofinvestments ~~ASC~~held ~~Topic~~in ~~260~~Trust Account of $297,906, ~~“Earnings~~offset ~~Per~~by ~~Share~~formation and operating costs of $282,455.”

~~Recent~~For ~~Accounting~~the ~~Standards~~six months ended June 30, 2022, we had a net loss of $415,026, which resulted entirely from formation and operating costs of $656,827, offset by earnings on investments held in Trust Account of $241,801.

~~The~~Liquidity ~~Company’s~~and ~~management~~Capital ~~does~~Resources ~~not believe that any recently issued accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.~~

6Our liquidity needs prior to the completion of our IPO had been satisfied through receipt of $25,000 from the sale of the founder shares to our sponsor and loans from our sponsor under an unsecured promissory note.

~~JOBS~~On ~~Act~~December 6, 2021, we consummated our IPO of 23,000,000 Units including the issuance of 3,000,000 Units as a result of the underwriter’s exercise of its over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.

~~The~~Substantially ~~Jumpstart~~concurrently ~~Our~~with ~~Business~~the ~~Startups~~closing ~~Act~~ of ~~2012 (~~the ~~“JOBS Act”) contains provisions that~~IPO, ~~among~~we ~~other~~completed ~~things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under~~ the ~~JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for~~ private ~~(not~~sale ~~publicly traded) companies. We are electing to delay the adoption~~ of ~~new or revised accounting standards~~11, ~~and as a result~~200,000 wePrivate ~~may~~Placement ~~not~~Warrants ~~comply~~at ~~with~~a ~~new~~purchase orprice ~~revised accounting standards on the relevant dates on which adoption~~ of ~~such standards is required for nonemerging growth companies~~$1.00 Asper aPrivate ~~result~~Placement Warrant, ~~the condensed financial statements may not be comparable~~ to ~~companies~~the ~~that~~sponsor, ~~comply~~generating ~~with~~gross ~~new~~proceeds ~~or revised accounting pronouncements as~~ of ~~public company effective dates~~$11,200,000.

~~Additionally,~~The wenet ~~are~~proceeds infrom (1) the ~~process~~sale of ~~evaluating~~ the ~~benefits~~units ~~of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth~~ in ~~the~~our ~~JOBS~~initial ~~Act,~~public ifoffering, asafter andeducting ~~“emerging~~offering ~~growth~~expenses ~~company~~of $602,”780 weand ~~choose~~underwriting tocommissions ~~rely~~of ~~on such exemptions we may not be required to~~$4, ~~among other things~~600,000, ~~(i)~~since ~~provide~~the ~~an auditor~~underwriter’s ~~attestation report on our system of internal controls~~ over-allotment ~~financial~~option ~~reporting~~was ~~pursuant~~exercised toin ~~Section 404 of the Sarbanes-Oxley Act~~full, and (ii2) ~~provide all of~~ the ~~compensation~~sale ~~disclosure that may be required~~ of ~~non-emerging growth public companies under~~ the ~~Dodd-Frank~~private ~~Wall~~placement ~~Street~~warrants ~~Reform~~for ~~and~~a ~~Consumer~~purchase ~~Protection~~price ~~Act~~of $11,200,000 ~~(iii)~~in ~~comply with any requirement that may be adopted by~~ the ~~PCAOB~~aggregate ~~regarding~~were ~~mandatory~~$235,997,220 ~~audit~~in ~~firm rotation or a supplement to~~ the ~~auditor’s~~aggregate. ~~report~~Of ~~providing~~this ~~additional~~amount, ~~information~~$234,600,000, ~~about~~including ~~the~~$8,050,000 ~~audit~~in ~~and~~deferred ~~the~~underwriting ~~condensed~~commissions, ~~financial~~was ~~statements~~deposited ~~(auditor~~into ~~discussion~~Trust ~~and~~Account. ~~analysis)~~The ~~and~~funds ~~(iv)~~in ~~disclose certain executive compensation related items such as~~ the ~~correlation~~Trust ~~between~~Account ~~executive~~are ~~compensation~~invested ~~and~~only ~~performance~~in ~~and comparisons of the CEO’s compensation to median employee compensation~~U.S. ~~These~~government ~~exemptions~~treasury ~~will~~bills ~~apply~~with ~~for~~ a ~~period~~maturity of ~~five~~185 ~~years~~days ~~following~~or ~~the~~less ~~completion of our Initial Public Offering~~ or ~~until~~in wemoney ~~are~~market nofunds ~~longer~~investing ansolely ~~“emerging~~in ~~growth~~U.S. ~~company,” whichever is earlier~~Treasuries.

7We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to pay taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest earned on the amount in the Trust Account will be sufficient to pay our taxes. We expect the only taxes payable by us out of the funds in the Trust Account will be income and franchise taxes, if any. To the extent that our ordinary shares or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

~~Item~~As 3of June 30, 2023, we had cash outside our Trust Account of $24,603 and had a working capital deficiency of $918,740. ~~Quantitative~~In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor agreed to loan us funds of up to $2,500,000 as may be required (the “Working Capital Loans”), of which $1,664,007 remains available as of June 30, 2023. If we complete our initial business combination, we may repay such Working Capital Loans out of the proceeds of the trust account released to us. Otherwise, such Working Capital Loans may be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $2,500,000 of the Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsor. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and ~~Qualitative~~provide ~~Disclosures~~a ~~About~~waiver ~~Market~~against ~~Risk~~any and all rights to seek access to funds in our trust account.

We15 ~~are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.~~

~~Evaluation~~In addition, we could use a portion of ~~Disclosure~~the ~~Controls~~funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and ~~Procedures~~the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

~~Disclosure~~The ~~controls~~Company ~~and~~uses ~~procedures~~funds ~~are~~held ~~controls~~outside ~~and~~of ~~other~~the ~~procedures~~Trust ~~that~~Account ~~are~~and ~~designed~~borrowings tounder ~~ensure~~the ~~that~~Working ~~information~~Capital ~~required~~Loans to bepay ~~disclosed~~existing inaccounts ~~our~~payable, ~~reports~~identifying ~~filed~~and orevaluating ~~submitted~~prospective ~~under~~initial ~~the~~Business ~~Exchange~~Combination ~~Act~~candidates, isperforming ~~recorded,~~due ~~processed,~~diligence ~~summarized~~on ~~and~~prospective ~~reported~~target ~~within~~businesses, ~~the~~paying ~~time~~for ~~periods~~travel ~~specified~~expenditures, inselecting the ~~SEC’s~~target ~~rules~~business ~~and~~to ~~forms.~~merge ~~Disclosure~~with ~~controls~~or ~~and procedures include~~acquire, ~~without~~and ~~limitation~~structuring, ~~controls~~negotiating and ~~procedures~~consummating ~~designed~~a toBusiness ~~ensure~~Combination. The ~~that~~Company ~~information~~believes ~~required~~that tothe befunds ~~disclosed~~available inmay ~~company~~not ~~reports~~be ~~filed~~sufficient orto ~~submitted~~meet ~~under~~ the ~~Exchange~~expenditures ~~Act~~required isfor ~~accumulated~~operating ~~and communicated to management, including~~ our ~~Chief~~business ~~Executive~~through ~~Officer~~a ~~and~~period ~~Chief~~of ~~Financial~~one ~~Officer,~~year tofrom ~~allow~~the ~~timely~~date ~~decisions~~of ~~regarding~~these ~~required~~condensed ~~disclosure~~financial statements.

AsWe ~~required~~may byneed ~~Rules~~to ~~13a-15~~obtain ~~and~~additional ~~15d-15~~financing ~~under~~either ~~the~~to ~~Exchange~~complete ~~Act,~~an ~~our~~initial ~~Chief~~business ~~Executive~~combination ~~Officer~~or ~~and~~because ~~Chief~~we ~~Financial~~become ~~Officer~~obligated ~~carried~~to ~~out~~redeem ana ~~evaluation~~significant number of ~~the~~our ~~effectiveness~~Public Shares upon completion of ~~the~~an ~~design~~initial ~~and~~business ~~operation~~combination, ofin ~~our~~which ~~disclosure~~case ~~controls~~we ~~and~~may ~~procedures~~issue asadditional ofsecurities ~~March~~or ~~31,~~incur ~~2023.~~debt ~~Based~~in ~~upon~~connection ~~their~~with ~~evaluation,~~such ~~our~~business ~~Chief~~combination. There ~~Executive~~is ~~Officer~~no ~~and~~assurance ~~Chief~~that ~~Financial~~management ~~Officer~~would ~~concluded~~be ~~that~~able ~~our~~to ~~disclosure~~secure ~~controls~~these ~~and~~additional ~~procedures~~funds. ~~(as~~As ~~defined~~a inresult, ~~Rules~~the ~~13a-15(e)~~Company’s ~~and~~management ~~15d-15(e)~~has ~~under~~determined that the ~~Exchange~~current ~~Act)~~liquidity ~~were~~conditions ~~effective~~raise substantial doubt about our ability to continue as a going concern.

~~Changes~~Contractual inObligations ~~Internal Control over Financial Reporting~~

~~There~~Related ~~was~~Party noLoans 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.

8In addition, in order to finance transaction costs in connection with a Business Combination, the sponsor agreed to loan us funds as may be required (“Working Capital Loans”), up to $2,500,000. If we complete a Business Combination, we will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans are due at the earlier of September 6, 2023 and the date of consummation of a Business Combination or, at the lender’s discretion, up to $2,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2023, we had borrowings of $835,993 under the Working Capital Loans.

~~PART~~Registration IIRights ~~- OTHER INFORMATION~~

~~ITEM~~The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of 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 and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement entered into on December 1, 2021. ~~LEGAL~~These ~~PROCEEDINGS~~holders will be entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

WeUnderwriting ~~are~~Agreement ~~not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.~~

~~ITEM~~Upon 1Aclosing of the IPO, we paid $4,600,000 to the underwriters for underwriting discounts and commissions. ~~RISK~~Additionally, ~~FACTORS~~the underwriters are entitled to a deferred underwriting discount of $8,050,000 which will be payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

AsCritical ofAccounting ~~the~~Estimates date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on March 31, 2023. Any of those risk 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. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

~~ITEM~~The 2preparation of condensed 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 condensed financial statements, and income and expenses during the periods reported. ~~UNREGISTERED~~Actual ~~SALES~~results OFcould ~~EQUITY~~materially ~~SECURITIES~~differ ~~AND~~from ~~USE~~those OFestimates. ~~PROCEEDS~~There were no critical accounting estimates. We have identified the following critical accounting policies:

OnNet ~~December~~Income ~~6, 2021, the Company consummated its initial public offering of 23,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000. Credit Suisse Securities~~ (~~USA~~Loss) ~~LLC~~Per ~~acted~~Ordinary asShare the sole book-running manager and underwriter of the offering. The securities sold in the initial public offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-260967). The SEC declared the registration statement effective on December 1, 2021.

~~Our~~See ~~sponsor~~Note ~~purchased 11~~2,~~200,000~~ ~~private~~Summary ~~placement warrants, each exercisable to purchase one ordinary share at $11.50 per share, at a price~~ of ~~$1.00~~Significant ~~per~~Accounting ~~warrant ($11~~Policies,~~200,000~~ infor the ~~aggregate),~~Company’s inaccounting aand ~~private~~disclosures ~~placement~~of ~~that~~ASC ~~closed~~Topic ~~substantially~~260, ~~concurrently~~“Earnings ~~with~~Per ~~the closing of our initial public offering~~Share.”

InRecent ~~connection~~Accounting ~~with~~Standards the initial public offering, we incurred offering costs of approximately $13,252,780 (including deferred underwriting commissions of approximately $8,050,000). Other incurred offering costs consisted principally of preparation fees related to the initial public offering. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial business combination, if consummated) and the initial public offering expenses, $234,600,000, of the net proceeds from our initial public offering and certain of the proceeds from the private placement of the private placement warrants (or $10.00 per unit sold in the initial public offering) was placed in the trust account.

~~There~~The ~~has been no material change in the planned use of the proceeds from the initial public offering and private placement as is described in the~~ Company’s ~~final~~management ~~prospectus~~does ~~related~~not tobelieve ~~the~~that ~~initial~~any ~~public~~recently ~~offering.~~issued ~~For~~accounting astandards ~~description~~if ofcurrently ~~the~~adopted ~~use~~would ofhave ~~the~~a ~~proceeds~~material ~~generated~~effect ~~from~~on the ~~initial~~accompanying ~~public~~condensed ~~offering,~~financial ~~see Part I, Item 2 of this Form 10-Q~~statements.

~~ITEM~~JOBS 3.Act ~~DEFAULTS UPON SENIOR SECURITIES~~

~~None~~The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for nonemerging growth companies. As a result, the condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

~~Item~~Additionally, 4we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. ~~Mine~~Subject ~~Safety~~to ~~Disclosures~~certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the condensed financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

~~Not~~16 ~~applicable.~~

~~None~~Item 3. Quantitative and Qualitative Disclosures About Market Risk

9We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 6 4. ~~Exhibits.~~Controls and Procedures

~~The~~Evaluation ~~following exhibits are filed as part~~ of, orDisclosure ~~incorporated~~Controls byand ~~reference~~Procedures ~~into, this Quarterly Report on Form 10-Q.~~

Exhibit Number		Description
31.1*		Certification of 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 Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of 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 Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

*As ~~Filed~~required ~~herewith~~by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

**Changes ~~Furnished~~in ~~herewith.~~Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 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.

~~SIGNATURES~~17

UTA Acquisition Corporation

Date: August 21, 2023

/s/ Clinton Foy

Clinton Foy

Co-Chief Executive Officer

	UTA Acquisition Corporation
Date: May 15, 2023	By:	/s/ Clinton Foy
		Clinton Foy
		Co-Chief Executive Officer
Date: May 15, 2023	By:	/s/ Chris Jefferis
		Chris Jefferis
		Chief Financial Officer

PART II—OTHER INFORMATION

11ITEM 1. LEGAL PROCEEDINGS

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.

ITEM 1A. RISK FACTORS

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on March 31, 2023, except as described below. Any of those risk 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. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Nasdaq has delisted our public warrants and may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We cannot assure you that our securities will continue to be listed on Nasdaq. In order to continue listing our securities on Nasdaq prior to our initial Business Combination, we must maintain certain financial, distribution and share price levels. In general, we must maintain a minimum amount in shareholders’ equity and a minimum of 300 round lot holders for our ordinary shares. On June 24, 2023, we received a written notice from the Listing Qualifications Department of Nasdaq indicating that we are not in compliance with Listing Rule 5452(b)(B), which requires the public warrants to be held by at least 100 holders in order to continue the listing of the public warrants on the Nasdaq Global Market. Accordingly, the Company’s warrants were suspended from the Nasdaq Global Market on August 2, 2023, and a Form 25-NSE was filed with the Securities and Exchange Commission (the “SEC”), which removed the Company’s warrants from listing and registration on Nasdaq.

If any of our securities are delisted from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

•

a limited availability of market quotations for our securities;

•

reduced liquidity for our securities;

•

a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•

a limited amount of news and analyst coverage; and

•

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Units, Class A ordinary shares and warrants currently qualify as covered securities under such statute. Although the states are pre-empted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities, including in connection with our initial Business Combination, which may negatively impact our ability to consummate our initial Business Combination.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On December 6, 2021, the Company consummated its initial public offering of 23,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000. Credit Suisse Securities (USA) LLC acted as the sole book-running manager and underwriter of the offering. The securities sold in the initial public offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-260967). The SEC declared the registration statement effective on December 1, 2021.

Our sponsor purchased 11,200,000 private placement warrants, each exercisable to purchase one ordinary share at $11.50 per share, at a price of $1.00 per warrant ($11,200,000 in the aggregate), in a private placement that closed substantially concurrently with the closing of our initial public offering.

In connection with the initial public offering, we incurred offering costs of approximately $13,252,780 (including deferred underwriting commissions of approximately $8,050,000). Other incurred offering costs consisted principally of preparation fees related to the initial public offering. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial business combination, if consummated) and the initial public offering expenses, $234,600,000, of the net proceeds from our initial public offering and certain of the proceeds from the private placement of the private placement warrants (or $10.00 per unit sold in the initial public offering) was placed in the trust account.

There has been no material change in the planned use of the proceeds from the initial public offering and private placement as is described in the Company’s final prospectus related to the initial public offering. For a description of the use of the proceeds generated from the initial public offering, see Part I, Item 2 of this Form 10-Q.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

(a). None.

(b). None.

(c). During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each such term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.


Exhibit Number		Description

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

32.1**		Certification of 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 Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.

**	Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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