UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended ~~June~~September 30, 2022

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

For the transition period from to

Commission file number:001-40811

SOAR TECHNOLOGY ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		98-1580216
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

228 Park Avenue S PMB 74335 New York, New York		10003
(Address of principal executive offices)		(Zip Code)

(212) 503-2855

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2of the Exchange Act). Yes ☒ No ☐

As of ~~August 10~~November 14, 2022, there were 23,000,000 Class A ordinary shares, par value $0.0001 per share, and 7,666,667 Class B ordinary shares, par value $0.00009 per share, issued and outstanding.

SOAR TECHNOLOGY ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED ~~JUNE~~SEPTEMBER 30, 2022

TABLE OF CONTENTS

		Page
Part I.	Financial Information	1
Item 1.	Interim Financial Statements	1
	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021 (Audited)	1
	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021 (Audited)	1
	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022 and Three Months Ended June 30, 2021, and for the Period from January 29, 2021 (Inception) through June 30, 2021 (Unaudited)	2
	Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2022 and Three Months Ended September 30, 2021, and for the Period from January 29, 2021 (Inception) through September 30, 2021 (Unaudited)	2
	Condensed Statements of Changes in Shareholders’ (Deficit) Equity for the Three and Six Months Ended June 30, 2022 and Three Months Ended June 30, 2021, and for the Period from January 29, 2021 (Inception) through June 30, 2021 (Unaudited)	3
	Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2022 and Three Months Ended September 30, 2021, and for the Period from January 29, 2021 (Inception) through September 30, 2021 (Unaudited)	3
	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and for the Period from January 29, 2021 (Inception) through June 30, 2021 (Unaudited)	4
	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022 and for the Period from January 29, 2021 (Inception) through September 30, 2021 (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	18
Item 4.	Controls and Procedures	18
Part II.	Other Information	19
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	20
Part III.	Signatures	21

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

SOAR TECHNOLOGY ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	June 30, 2022			December 31, 2021
	September 30, 2022			December 31, 2021
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash	$	1907,~~297,556~~917		$	1,486,972
Prepaid expenses		~~374~~341,~~194~~502			353,541
Total current assets		1,~~671~~249,~~750~~419			1,840,513
Other noncurrent assets		~~77,828~~—			233,482
Investments held in Trust Account		~~237~~238,~~313~~428,~~736~~531			236,903,949
TOTAL ASSETS	$	239,~~063~~677,~~314~~950		$	238,977,944
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	~~526~~312,~~533~~471		$	71,214
Accrued offering costs		—			1,098
Total current liabilities		~~526~~312,~~533~~471			72,312
Deferred underwriting fee payable		8,050,000			8,050,000
Warrant liabilities		2790,~~660,~~000			10,189,334
TOTAL LIABILITIES		119,~~236~~152,~~533~~471			18,311,646
Commitments and contingencies (see Note 6)
Class A ordinary shares subject to possible redemption, $0.0001 par value; 500,000,000 shares authorized; 23,000,000 shares at redemption value as of June 30, 2022 and December 31, 2021		237,313,736			236,903,949
Class A ordinary shares subject to possible redemption, $0.0001 par value; 500,000,000 shares authorized; 23,000,000 shares at redemption value as of September 30, 2022 and December 31, 2021		238,428,531			236,903,949
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, no shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, no shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of September 30, 2022 and December 31, 2021		—			—
Class B ordinary shares, each having a par or nominal value of approximately $0.00009; 53,333,345.5 shares authorized; 7,666,667 shares issued and outstanding as of June 30, 2022 and December 31, 2021		690			690
Class B ordinary shares, each having a par or nominal value of approximately $0.00009; 53,333,345.5 shares authorized; 7,666,667 shares issued and outstanding as of September 30, 2022 and December 31, 2021		690			690
Accumulated deficit		(97,~~487~~903,~~645~~742	)		(16,238,341	)
Total Shareholders’ Deficit		(97,~~486~~903,~~955~~052	)		(16,237,651	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	239,~~063~~677,~~314~~950		$	238,977,944

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

SOAR TECHNOLOGY ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,			For The Period From January 29, 2021 (Inception) Through June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,			For The Period From January 29, 2021 (Inception) Through September 30,
	2022			2021			2022			2021
Formation and operational costs	$	~~416~~286,~~273~~097		$	430,~~165~~451		$	~~778~~1,~~638~~064,735		$	939,~~187~~638
Loss from operations		(~~416~~286,~~273~~097	)		(430,~~165~~451	)		(~~778~~1,~~638~~064,735	)		(939,~~187~~638	)
Other income:
Other income (expense):
Change in fair value of warrant liabilities		3,696,666			—			7,529,334			—
Transaction costs allocated to warrants associated with the Initial Public Offering		—			(373,194	)		—			(373,194	)
Interest earned on investments held in Trust Account		392,422			—			508,050			—
Change in fair value of warrant liability		1,870,000			(673,667	)		9,399,334			(673,667	)
Unrealized loss on marketable securities held in Trust Account		(134,547	)		—			(98,263	)		—
Interest earned on investments held in Trust Account		1,053,820			—			1,561,870			—
Other income, net		3,954,541			—			7,939,121			—
Unrealized gain (loss) on marketable securities held in Trust Account		60,975			—			(37,288	)		—
Net income (loss)	$	3,538,268		$	(4,165	)	$	7,160,483		$	(9,187	)
Other income (expense), net		2,984,795			(1,046,861	)		10,923,916			(1,046,861	)
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption		23,000,000			—			23,000,000			—
Net income (loss)	$	2,698,698		$	(1,077,312	)	$	9,859,181		$	(1,086,499	)
Basic and diluted net income per share, Class A ordinary shares subject to redemption	$	0.12		$	—		$	0.23		$	—
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption		23,000,000			2,750,000			23,000,000			1,032,653
Basic and diluted weighted average shares outstanding, Class B ordinary shares		7,666,667			6,666,667			7,666,667			6,666,667
Basic and diluted net income (loss) per share, Class A ordinary shares subject to redemption	$	0.09		$	(0.11	)	$	0.32		$	(0.14	)
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.12		$	(0.00	)	$	0.23		$	(0.00	)
Basic and diluted weighted average shares outstanding, Class B ordinary shares		7,666,667			6,786,232			7,666,667			6,711,565
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.09		$	(0.11	)	$	0.32		$	(0.14	)

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

SOAR TECHNOLOGY ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ ( DEFICIT~~) EQUITY~~

(UNAUDITED)

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~ SEPTEMBER 30, 2022

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance — January 1, 2022		—	$	—		7,666,667	$	690	$	—	$	(16,238,341	)	$	(16,237,651	)
Accretion of Class A ordinary shares to redemption value		—		—		—		—		—		(151,912	)		(151,912	)
Net income		—		—		—		—		—		3,622,215			3,622,215
Balance – March 31, 2022		—	$	—		7,666,667	$	690	$	—	$	(12,768,038	)	$	(12,767,348	)
Accretion of Class A ordinary shares to redemption value		—		—		—		—		—		(257,875	)		(257,875	)
Net income		—		—		—		—		—		3,538,268			3,538,268
Balance – June 30, 2022		—	$	—		7,666,667	$	690	$	—	$	(9,487,645	)	$	(9,486,955	)
Accretion of Class A ordinary shares to redemption value		—		—		—		—		—		(1,114,795	)		(1,114,795	)
Net income		—		—		—		—		—		2,698,698			2,698,698
Balance – September 30, 2022		—	$	—		7,666,667	$	690	$	—	$	(7,903,742	)	$	(7,903,052	)

THREE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2021 AND

FOR THE PERIOD FROM JANUARY 29, 2021 (INCEPTION) THROUGH ~~JUNE~~SEPTEMBER 30, 2021

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in			Accumulated			Total Shareholders’ Equity
	Shares		Amount		Shares		Amount		Capital			Deficit			~~Equity~~(Deficit)
Balance — January 29, 2021 (Inception)		—	$	—		—	$	—	$	—		$	—		$	—
Issuance of Class B ordinary shares to Sponsor		—		—		7,666,667		690		24,310			—			25,000
Net loss		—		—		—		—		—			(5,022	)		(5,022	)
Balance – March 31, 2021		—	$	—		7,666,667	$	690	$	24,310		$	(5,022	)	$	19,978
Net loss		—		—		—		—		—			(4,165	)		(4,165	)
Balance – June 30, 2021		—	$	—		7,666,667	$	690	$	24,310		$	(9,187	)	$	15,813
Sale of Private Placement Warrants		—		—		—		—		6,742,595			—			6,742,595
Accretion of Class A ordinary shares to redemption value		—		—		—		—		(6,766,905	)		(19,200,102	)		(25,967,007	)
Net loss		—		—		—		—		—			(1,077,312	)		(1,077,312	)
Balance – September 30, 2021		—	$	—		7,666,667	$	690	$	—		$	(20,286,601	)	$	(20,285,911	)

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

SOAR TECHNOLOGY ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,			For the Period from January 29, 2021 (Inception) through June 30,
	Nine Months Ended September 30,			For the Period from January 29, 2021 (Inception) through September 30,
	2022			2021
Cash Flows from Operating Activities:
Net income (loss)	$	79,~~160~~859,~~483~~181		$	(91,~~187~~086,499	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Formation cost paid by Sponsor in exchange for issuance of Founder Shares		—			5,000
Change in fair value of warrant liabilities		(7,529,334	)		—
Transaction costs allocated to warrants associated with the Initial Public Offering		—			373,194
Unrealized loss on marketable securities held in Trust Account		98,263			—
Change in the fair value of warrant liability		(9,399,334	)		673,667
Interest earned on investments held in Trust Account		(508,050	)		—
Unrealized loss on marketable securities held in Trust Account		37,288			—
Interest earned on investments held in Trust Account		(1,561,870	)		—
Changes in operating assets and liabilities:
Prepaid expenses		~~(20~~12,~~653~~039	)		(~~835~~627,088	)
Accounts payable and accrued expenses		~~455~~241,~~319~~257			—
Accrued offering costs		(1,098	)		—6,965
Other noncurrent assets		~~155~~233,~~654~~482			—
Net cash used in operating activities		(~~189~~579,~~416~~055	)		(5654,~~022~~761	)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		—			(236,900,000	)
Net cash used in investing activities		—			(236,900,000	)
Cash Flows from Financing Activities:
Proceeds from promissory note – related party		—			125,446
Proceeds from sale of Units, net of underwriting discounts paid		—			225,400,000
Payment of offering costs		—			(119,446	)
Proceeds from sale of Private Placement Warrants		—			14,500,000
Net cash provided by financing activities		—			6,000
Proceeds from promissory note – related party		—			132,446
Net Change in Cash		(189,416	)		978
Payment of offering costs		—			(739,341	)
Net cash provided by financing activities		—			239,293,105
Net Change in Cash		(579,055	)		1,738,344
Cash – Beginning		1,486,972			—
Cash – Ending	$	1907,~~297,556~~917		$	~~978~~1,738,344
Non-Cash Investing and Financing Activities:
Offering costs included in accrued offering costs	$	—		$	~~393~~3,~~454~~598
Offering costs paid by Sponsor in exchange for issuance of founder shares	$	—		$	20,000
Accretion of Class A ordinary share subject to possible redemption	$	409,787			—
Initial classification of ordinary share subject to possible redemption	$	—		$	236,900,000
Deferred underwriting fee payable	$	—		$	8,050,000
Accretion of Class A ordinary share subject to possible redemption	$	1,524,582		$	—

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

SOAR TECHNOLOGY ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2022

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

SOAR Technology Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 29, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “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 of ~~June~~September 30, 2022, the Company had not commenced any operations. All activity for the period from January 29, 2021 (inception) through ~~June~~ September 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Registration Statement on Form S-1, as amended (File No. 333-253273) (the “Registration Statement”) for the Company’s Initial Public Offering was declared effective on September 15, 2021. On September 20, 2021, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units at $10.00 per Unit, generating gross proceeds of $230,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,666,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to SOAR Technology Sponsor, LP (the “Sponsor”), generating gross proceeds of $14,500,000, which is described in Note 4.

Transaction costs amounted to $13,412,940, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $762,940 of other offering costs.

Following the closing of the Initial Public Offering on September 20, 2021, an amount of $236,900,000 ($10.30 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully complete a Business Combination.

The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.30 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the Company’s prospectus relating to its Initial Public Offering filed with the SEC on September 17, 2021. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights in connection with a Business Combination with respect to the Company’s warrants.

SOAR TECHNOLOGY ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2022

(Unaudited)

If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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% of the Public Shares without the Company’s prior written consent.

Each initial shareholder has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the 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 provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.

The Company will have until December 20, 2022 (or up to June 20, 2023, if applicable) from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders 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 Company’s remaining Public Shareholders and its 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.

Each initial shareholder has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.30 per unit.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.30 per Public Share and (2) 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 $10.30 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

SOAR TECHNOLOGY ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2022

(Unaudited)

Liquidity and Going Concern

As of ~~June~~September 30, 2022, the Company had $1907,~~297,556~~ 917 in its operating bank account and working capital of $1936,~~145,217~~948. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors, may provide the Company with Working Capital Loans (as defined below) (see Note 5).

The Company may raise additional capital through loans or additional investments from the Sponsors or its stockholders, officers, directors or third parties. The Company’s officers and directors and the Sponsors may but are not obligated to, loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient working capital and borrowing capacity from the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors, to meet its needs through the consummation of a Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 20, 2022 (or up to June 20, 2023, if applicable) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 20, 2022 (or June 20, 2023, if applicable).

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~NOTE~~In February 2022, the Russian Federation and Belarus 2commenced a military action with the country of Ukraine. ~~SUMMARY~~As OFa ~~SIGNIFICANT~~result ~~ACCOUNTING~~of ~~POLICIES~~this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

~~Basis of~~NOTE ~~Presentation~~2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~The accompanying~~Basis ~~unaudited condensed financial statements as~~ of June 30, 2022 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.Presentation

The accompanying unaudited condensed financial statements ~~should~~as beof ~~read~~September 30, 2022 have been prepared in ~~conjunction~~accordance with accounting principles generally accepted in the ~~Company’s~~United ~~Annual~~States of ~~Report~~America on(“GAAP”) for interim financial information and in accordance with the instructions to Form 10-KQ and Article 8 of asRegulation ~~filed~~S-X ~~with~~of the SEC. onCertain ~~March~~information 28or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, ~~2022.~~pursuant ~~The~~to ~~interim~~the ~~results~~rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the ~~three~~information and ~~six~~footnotes ~~months~~necessary ~~ended~~for ~~June~~a ~~30,~~complete ~~2022~~presentation isof ~~not~~financial ~~necessarily~~position, ~~indicative~~results of operations, or cash flows. In the opinion of management, the ~~results~~accompanying tounaudited becondensed ~~expected~~financial ~~for~~statements ~~the~~include ~~year~~all ~~ending~~adjustments, ~~December 31~~consisting of a normal recurring nature, ~~2022~~which orare necessary for ~~any~~a ~~future~~fair presentation of the financial position, operating results and cash flows for the periods presented.

~~Emerging~~The accompanying unaudited condensed financial ~~Growth~~statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 28, 2022. The interim results for the three and nine months ended September 30, 2022 is not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

~~The Company~~Emerging isGrowth 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, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.Company

7The 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, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

~~SOAR TECHNOLOGY ACQUISITION CORP.~~7

~~NOTES TO~~SOAR ~~CONDENSED~~TECHNOLOGY ~~FINANCIAL~~ACQUISITION ~~STATEMENTS~~CORP.

~~JUNE 30,~~NOTES ~~2022~~TO CONDENSED FINANCIAL STATEMENTS

~~(Unaudited)~~SEPTEMBER 30, 2022

~~Further, Section 102~~(bUnaudited)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Use~~Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of ~~Estimates~~securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~The preparation~~Use of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.Estimates

~~Making estimates~~The ~~requires~~preparation ~~management to exercise significant judgment. It is at least reasonably possible that the estimate~~ of the ~~effect~~condensed ~~of a condition, situation or set of circumstances that existed at the date of the~~ financial statements~~, which management considered~~ in ~~formulating its~~conformity ~~estimate,~~with ~~could~~GAAP ~~change~~requires in the ~~near~~Company’s ~~term~~management ~~due~~ to ~~one~~make orestimates ~~more~~and ~~future~~assumptions ~~confirming~~that ~~events.~~affect ~~One of~~ the ~~more~~reported ~~significant~~amounts ~~accounting estimates~~of ~~included~~assets inand ~~these~~liabilities ~~condensed~~and ~~financial~~disclosure ~~statements~~of iscontingent ~~the~~assets ~~determination~~and ofliabilities at the ~~fair~~date ~~value~~ of the ~~warrant~~financial ~~liabilities.~~statements ~~Such~~and ~~estimates~~the ~~may~~reported amounts beof ~~subject~~revenues ~~to change as more current information becomes available~~ and ~~accordingly,~~expenses during the ~~actual~~reporting ~~results could differ significantly from those estimates~~period.

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

~~The Company~~Cash ~~considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022~~ and ~~December~~Cash ~~31, 2021.~~Equivalents

~~Investments~~The Company considers all short-term investments ~~Held~~with inan ~~Trust~~original ~~Account~~maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021.

At June 30, 2022, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its U.S. Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments~~—Debt~~ ~~and Equity Securities”.~~ Held~~-to-maturity securities~~ are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity Treasury securities are recorded at amortized costs and adjusted for the amortization or accretion of premiums or discounts. As of June 30, 2022, the investment in ~~the Company’s~~ Trust Account consisted of $583 in cash and $237,313,153 in U.S. Treasury securities. All of the U.S. Treasury securities will mature on August 18, 2022. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value.

At ~~December~~ 31September 30, ~~2021~~2022, ~~substantially all of~~ the assets held in the Trust Account were held in ~~money~~cash ~~market~~and ~~funds~~U.S. ~~which~~Treasury ~~are~~securities. ~~invested~~The ~~primarily in~~Company classifies its U.S. Treasury securities. ~~All~~as ofheld-to-maturity in ~~the~~accordance ~~Company’s~~with ~~investments~~FASB ~~held~~ASC inTopic ~~the~~320 ~~Trust~~“Investments—Debt ~~Account~~and ~~are~~Equity ~~classified~~Securities”. asHeld-to-maturity ~~trading~~ securities. ~~Trading~~are those securities ~~are~~which ~~presented~~the onCompany has the ~~balance~~ability ~~sheet~~and atintent ~~fair~~to ~~value~~hold atuntil ~~the~~maturity. ~~end~~Held-to-maturity ofTreasury ~~each~~securities ~~reporting~~are ~~period.~~recorded ~~Gains~~at amortized costs and ~~losses~~adjusted ~~resulting~~for ~~from~~ the ~~change~~ inamortization ~~fair~~or ~~value~~accretion of ~~investments~~premiums ~~held~~or discounts. As of September 30, 2022, the investment in the Company’s Trust Account ~~will~~consisted beof ~~included~~$966 in ~~interest~~cash ~~earned~~and on$238,427,565 ~~marketable~~in ~~securities~~U.S. ~~held~~Treasury insecurities. ~~Trust Account~~All inof the ~~accompanying~~U.S. ~~condensed~~Treasury ~~statements~~securities ofwill ~~operations~~mature on November 17, 2022. The ~~estimated~~Company ~~fair~~considers ~~values~~all investments with original maturities of ~~investments~~more ~~held~~than inthree ~~Trust~~months ~~Account~~but ~~are~~less ~~determined~~than one year ~~using~~to ~~available~~be ~~market~~short-term ~~information~~investments. The carrying value approximates the fair value.

~~Class A~~At December 31, 2021, substantially all of the ~~Ordinary~~assets ~~Shares~~held ~~Subject~~in tothe ~~Possible~~Trust ~~Redemption~~Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account will be included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

~~The Company accounts for its~~ Class A ~~ordinary~~Ordinary ~~shares~~Shares ~~subject~~Subject to ~~possible~~Possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as 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 occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, 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 sheets.Redemption

The Company ~~recognizes~~accounts ~~changes~~for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption ~~value~~are ~~immediately~~classified as ~~they~~a liability ~~occur~~instrument and ~~adjusts~~are ~~the~~measured ~~carrying~~at fair value. ofConditionally redeemable ordinary shares (including ordinary shares that feature toredemption ~~equal~~rights that is either within the ~~redemption~~control ~~value~~of atthe holder or subject to redemption upon the ~~end~~occurrence of ~~each~~uncertain ~~reporting~~events ~~period~~not solely within the Company’s control) is classified as temporary equity. ~~Increases~~At orall ~~decreases~~other intimes, 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 ~~carrying~~Company’s control ~~amount~~and subject to occurrence of ~~redeemable~~uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption are ~~affected~~presented byat ~~charges~~redemption ~~against~~value ~~additional~~as ~~paid~~temporary inequity, ~~capital~~outside ~~and~~of ~~accumulated~~the shareholders’ deficit section of the Company’s balance sheets.

8The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

~~SOAR TECHNOLOGY ACQUISITION CORP.~~8

~~NOTES TO~~SOAR ~~CONDENSED~~TECHNOLOGY ~~FINANCIAL~~ACQUISITION ~~STATEMENTS~~CORP.

~~JUNE 30,~~NOTES ~~2022~~TO CONDENSED FINANCIAL STATEMENTS

~~(Unaudited)~~SEPTEMBER 30, 2022

~~At June 30, 2022 and December 31, 2021, the Class A ordinary share reflected in the condensed balance sheets are reconciled in the following table:~~(Unaudited)

Gross proceeds	$	230,000,000
Less:
Proceeds allocated to Public Warrants	$	(6,003,000	)
Class A ordinary shares issuance costs		(13,064,007	)
Plus:
Accretion of carrying value to redemption value	$	25,970,956
Class A ordinary shares subject to possible redemption, December 31, 2021	$	236,903,949
Plus:
Accretion of carrying value to redemption value		409,787
Class A ordinary shares subject to possible redemption, June 30, 2022	$	237,313,736

At September 30, 2022 and December 31, 2021, the Class A ordinary share reflected in the condensed balance sheets are reconciled in the following table:

Warrant Liabilities

Gross proceeds	$	230,000,000
Less:
Proceeds allocated to Public Warrants	$	(6,003,000	)
Class A ordinary shares issuance costs		(13,064,007	)
Plus:
Accretion of carrying value to redemption value	$	25,970,956
Class A ordinary shares subject to possible redemption, December 31, 2021	$	236,903,949

Plus:
Accretion of carrying value to redemption value		1,524,582
Class A ordinary shares subject to possible redemption, September 30, 2022	$	238,428,531

~~The Company~~Warrant accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The quoted market price is used as the fair value as of each relevant date for valuing the Public Warrants. The Private Placement Warrants are valued using a Black Scholes simulation.Liabilities

~~Offering~~The Company accounts for the Public Warrants (as ~~Costs~~defined in Note 3) and the Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The quoted market price is used as the fair value as of each relevant date for valuing the Public Warrants. The Private Placement Warrants are valued using a Black Scholes simulation.

Offering ~~costs~~ consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Public Shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs amounted to $13,412,940, of which $13,039,746 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $373,194 were expensed to the statements of operations.Costs

~~Income~~Offering costs consist of underwriting, legal, ~~Taxes~~accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Public Shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs amounted to $13,412,940, of which $13,039,746 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $373,194 were expensed to the statements of operations.

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

~~ASC Topic~~The ~~740~~Company ~~prescribes~~accounts ~~a recognition threshold and a measurement attribute~~ for ~~the~~income ~~financial~~taxes ~~statement~~under ~~recognition and measurement of tax~~ASC ~~positions~~740, ~~taken~~“Income orTaxes” ~~expected~~(“ASC ~~to be taken in a tax return~~740”). ~~For~~ASC ~~those~~740 ~~benefits~~requires tothe berecognition ~~recognized,~~of adeferred tax ~~position~~assets ~~must~~and beliabilities ~~more~~for ~~likely than~~both ~~not~~the toexpected beimpact ~~sustained~~of ~~upon~~differences ~~examination~~between ~~by taxing authorities. The Company’s management determined that~~ the ~~Cayman~~financial ~~Islands~~statements isand ~~the Company’s major~~ tax ~~jurisdiction.~~basis ~~The~~of ~~Company~~assets ~~recognizes~~and ~~accrued~~liabilities ~~interest~~ and ~~penalties~~for ~~related~~the toexpected ~~unrecognized tax benefits as~~future ~~income~~ tax ~~expense.~~benefit Asto ofbe ~~June~~derived ~~30,~~from ~~2022~~tax loss and ~~December~~tax ~~31,~~credit ~~2021,~~carry ~~there~~forwards. ~~were~~ASC no740 ~~unrecognized~~additionally ~~tax~~requires ~~benefits~~a ~~and~~valuation noallowance ~~amounts~~to ~~accrued~~be ~~for interest~~established ~~and~~when ~~penalties.~~it ~~The~~is ~~Company~~more islikely ~~currently~~than not ~~aware of any issues under review~~ that ~~could~~all ~~result~~or ina ~~significant~~portion ~~payments,~~of ~~accruals~~deferred ortax ~~material deviation~~assets ~~from~~will ~~its~~not ~~position~~be realized.

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

~~The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”.~~ Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income (~~losses~~Loss) ~~are~~ ~~shared pro rata between the two classes of shares. Net income (loss)~~ per ~~ordinary~~Ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.Share

9The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income (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. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

~~SOAR TECHNOLOGY ACQUISITION CORP.~~9

~~NOTES TO~~SOAR ~~CONDENSED~~TECHNOLOGY ~~FINANCIAL~~ACQUISITION ~~STATEMENTS~~CORP.

~~JUNE 30,~~NOTES ~~2022~~TO CONDENSED FINANCIAL STATEMENTS

~~(Unaudited)~~SEPTEMBER 30, 2022

~~The calculation of diluted net income~~ (~~loss~~Unaudited) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 17,333,334 Class A ordinary shares in the aggregate. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the income of the Company.

The calculation of diluted net income (loss) per ~~following~~share ~~table~~does ~~reflects~~not consider the ~~calculation~~effect of ~~basic~~the ~~and~~warrants ~~diluted~~issued ~~net~~in ~~income~~connection with the (~~loss~~i) ~~per~~Initial ~~ordinary~~Public ~~share~~Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 17,333,334 Class A ordinary shares in ~~dollars~~the aggregate. As of September 30, ~~except~~2022 ~~per~~and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share ~~amounts):~~in the income of the Company.

	Three Months Ended June 30,									Six Months Ended				For the Period from January 29, 2021 (Inception) through
	2022				2021					June 30, 2022				June 30, 2021
	Class A		Class B		Class A		Class B			Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss), as adjusted	$	2,653,701	$	884,567	$	—	$	(4,165	)	$	5,370,362	$	1,790,121	$	—	$	(9,187	)
Denominator:
Basic and diluted weighted average shares outstanding		23,000,000		7,666,667		—		6,666,667			23,000,000		7,666,667		—		6,666,667
Basic and diluted net income (loss) per ordinary share	$	0.12	$	0.12	$	—	$	(0.00	)	$	0.23	$	0.23	$	—	$	(0.00	)

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

Concentration of Credit Risk

	Three Months Ended September 30,										Nine Months Ended				For the Period from January 29, 2021 (Inception) through
	2022				2021						September 30, 2022				September 30, 2021
	Class A		Class B		Class A			Class B			Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss), as adjusted	$	2,024,023	$	674,675	$	(310,669	)	$	(766,643	)	$	7,394,386	$	2,464,795	$	(144,879	)	$	(941,620	)
Denominator:
Basic and diluted weighted average shares outstanding		23,000,000		7,666,667		2,750,000			6,786,232			23,000,000		7,666,667		1,032,653			6,711,565

Basic and diluted net income (loss) per ordinary share	$	0.09	$	0.09	$	(0.11	)	$	(0.11	)	$	0.32	$	0.32	$	(0.14	)	$	(0.14	)

~~Financial instruments~~Concentration ~~that potentially subject the Company to concentrations~~ of ~~credit~~Credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts.Risk

~~Fair~~Financial instruments that potentially subject ~~Value~~the Company to concentrations of ~~Financial~~credit ~~Instruments~~risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts.

~~The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “~~Fair Value ~~Measurement,”~~ ~~approximates~~of ~~the~~Financial ~~carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.~~Instruments

~~Derivative~~The fair value of the Company’s assets and ~~Financial~~liabilities, ~~Instruments~~which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

The Company evaluates its financial instrument to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative ~~instruments~~Financial are initially recorded at fair value on the grant date and revalued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 15 months of the balance sheet date.Instruments

~~Recent~~The Company evaluates its financial instrument ~~Accounting~~to ~~Standards~~determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and revalued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 15 months of the balance sheet date.

InRecent ~~August 2020, the Financial~~ Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 effective January 29, 2021. The adoption of ASU 2020-06 did not have a material impact on the Company’s financial statements.

~~Management does~~In ~~not~~August ~~believe~~2020, ~~that~~the ~~any~~Financial ~~recently~~Accounting Standards Board (“FASB”) issued, ~~but~~Accounting ~~not~~Standards ~~yet~~Update ~~effective~~(“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting ~~standards~~for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted ~~currently~~method for all convertible instruments. ASU 2020-06 is for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 effective January 29, ~~would~~2021. The adoption of ASU 2020-06 did not have a material ~~effect~~ impact on the Company’s ~~condensed~~ financial statements.

10Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

~~SOAR TECHNOLOGY ACQUISITION CORP.~~10

~~NOTES TO~~SOAR ~~CONDENSED~~TECHNOLOGY ~~FINANCIAL~~ACQUISITION ~~STATEMENTS~~CORP.

~~JUNE 30,~~NOTES ~~2022~~TO CONDENSED FINANCIAL STATEMENTS

~~(Unaudited)~~SEPTEMBER 30, 2022

~~NOTE 3. PUBLIC OFFERING~~(Unaudited)

~~Pursuant to~~NOTE ~~the Initial Public Offering, the Company sold 23,000,000 Units, which includes a full exercise by the underwriters of their overallotment option in the amount of~~ 3~~,000,000 Units, at a purchase price of $10~~.00 ~~per~~PUBLIC Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share.OFFERING

~~NOTE~~Pursuant to the Initial Public Offering, the Company 4sold 23,000,000 Units, which includes a full exercise by the underwriters of their overallotment option in the amount of 3,000,000 Units, at a purchase price of $10.00 ~~PRIVATE~~per ~~PLACEMENT~~Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share.

~~Simultaneously with~~NOTE ~~the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,666,667 Private Placement Warrants at a price of $1~~4.50 ~~per~~PRIVATE Private Placement Warrant, for an aggregate purchase price of $14,500,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.PLACEMENT

~~NOTE~~Simultaneously with the closing of the Initial 5Public Offering, the Sponsor purchased an aggregate of 9,666,667 Private Placement Warrants at a price of $1.50 ~~RELATED~~per ~~PARTY~~Private ~~TRANSACTIONS~~Placement Warrant, for an aggregate purchase price of $14,500,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

~~Founder Shares~~NOTE 5. RELATED PARTY TRANSACTIONS

~~On February 5, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration of 7,187,500 Class B ordinary shares (the “~~Founder Shares”). On February 18, 2021, the Sponsor transferred 25,000 Founder Shares to each of Martha Tredgett and Greg Greeley, in each case for consideration of $87, resulting in the Sponsor holding 7,137,500 Founder Shares. On August 31, 2021, the Company effected a split of the outstanding Class B ordinary shares, resulting in the Sponsor holding 7,613,335 Founder Shares and Martha Tredgett and Greg Greeley each holding 26,666 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share split. As a result of the underwriters’ election to fully exercise their over-allotment option at the Initial Public Offering, a total of 1,000,000 Founder Shares are no longer subject to forfeiture.

~~Each initial~~On ~~shareholder~~February 5, ~~has agreed~~2021, ~~subject~~the toSponsor ~~limited~~paid ~~exceptions~~$25, ~~not~~ 000 to ~~transfer,~~cover ~~assign~~certain oroffering ~~sell~~and ~~any~~formation costs of the ~~Founder~~Company ~~Shares~~in ~~until~~consideration ~~the earlier~~ of ~~(A)~~7,187,500 Class ~~one~~B ~~year~~ordinary ~~after~~shares (the ~~completion~~“Founder Shares”). ofOn aFebruary 18, ~~Business~~2021, ~~Combination~~the ~~and~~Sponsor ~~(B) subsequent~~transferred to25,000 aFounder ~~Business~~Shares ~~Combination,~~to ~~(x) if~~each ~~the closing~~of ~~price~~Martha ofTredgett ~~the~~and ~~Class A~~Greg ~~ordinary~~Greeley, in ~~shares~~each ~~equals~~case orfor ~~exceeds~~consideration of $~~12.00~~87, ~~per~~resulting ~~share~~in ~~(as~~the ~~adjusted~~Sponsor ~~for~~holding ~~share sub-divisions~~7,137,500 ~~share~~Founder ~~dividends, rights~~Shares. ~~issuances~~On August 31, ~~reorganizations~~2021, ~~recapitalizations and~~ the ~~like)~~Company effected ~~for~~a ~~any~~split 20of ~~trading~~the ~~days~~outstanding ~~within~~Class B ~~any~~ordinary ~~30-trading~~shares, ~~day~~resulting ~~period~~in ~~commencing at~~the ~~least~~Sponsor ~~150~~holding ~~days~~7,613,335 ~~after~~Founder aShares ~~Business~~and ~~Combination,~~Martha Tredgett orand ~~(y) the~~Greg ~~date~~Greeley oneach ~~which~~holding ~~the~~26,666 ~~Company~~Founder ~~completes~~Shares. aAll ~~liquidation,~~share ~~merger,~~and per-share ~~exchange or~~amounts ~~other~~have ~~similar~~been ~~transaction~~retroactively ~~that~~restated ~~results~~to inreflect the ~~all~~share ofsplit. ~~the~~As ~~Public~~a ~~Shareholders~~result ~~having~~of the ~~right~~underwriters’ election to ~~exchange~~fully exercise their ~~Class A~~over-allotment ~~ordinary~~option at the Initial Public Offering, ~~shares~~a ~~for~~total ~~cash~~of 1,000,000 ~~securities~~Founder orShares ~~other~~are ~~property~~no longer subject to forfeiture.

~~Promissory~~Each initial shareholder has agreed, subject to ~~Note~~limited —exceptions, ~~Related~~not ~~Party~~to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

~~On February 5, 2021, the Company issued an unsecured promissory note (the “~~Promissory Note”) to— ~~the~~Related Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was repaid in full on October 22, 2021. As of June 30, 2022 and December 31, 2021, there was $0 outstanding under the Promissory Note.Party

~~Related~~On February 5, 2021, the Company issued an unsecured ~~Party~~promissory ~~Loans~~note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was repaid in full on October 22, 2021. As of September 30, 2022 and December 31, 2021, there was $0 outstanding under the Promissory Note.

~~In order~~Related toParty finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be converted into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2022 and December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans.

11In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be converted into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans.

~~SOAR TECHNOLOGY ACQUISITION CORP.~~11

~~NOTES TO~~SOAR ~~CONDENSED~~TECHNOLOGY ~~FINANCIAL~~ACQUISITION ~~STATEMENTS~~CORP.

~~JUNE 30,~~NOTES ~~2022~~TO CONDENSED FINANCIAL STATEMENTS

~~(Unaudited)~~SEPTEMBER 30, 2022

~~The Company will have 15 months from the closing of the Initial Public Offering to complete a Business Combination~~ (~~or up to 21 months if it extends the period of time to consummate a Business Combination in accordance with the terms described below~~Unaudited). If the Company anticipates that it may not be able to consummate a Business Combination within 15 months, it may, but is not obligated to, extend the period of time to consummate a Business Combination two times by an additional three months each time (for a total of up to 21 months to complete a Business Combination); provided that the Sponsor (or its designees) must deposit into the trust account funds equal to an aggregate of $2,300,000 or $0.10 per Public Share, on or prior to the date of the applicable deadline for each of the available three month extensions, providing a total possible business combination period of 21 months at a total payment value of $4,600,000, in exchange for a non-interest bearing, unsecured promissory note (an “Extension Loan”). Any such Extension Loan may be converted into Private Placement Warrants, at a price of $1.50 per warrant at the option of the lender.

~~Administrative~~The Company will have 15 months from the closing ~~Services~~of ~~Agreement~~the Initial Public Offering to complete a Business Combination (or up to 21 months if it extends the period of time to consummate a Business Combination in accordance with the terms described below). If the Company anticipates that it may not be able to consummate a Business Combination within 15 months, it may, but is not obligated to, extend the period of time to consummate a Business Combination two times by an additional three months each time (for a total of up to 21 months to complete a Business Combination); provided that the Sponsor (or its designees) must deposit into the trust account funds equal to an aggregate of $2,300,000 or $0.10 per Public Share, on or prior to the date of the applicable deadline for each of the available three month extensions, providing a total possible business combination period of 21 months at a total payment value of $4,600,000, in exchange for a non-interest bearing, unsecured promissory note (an “Extension Loan”). Any such Extension Loan may be converted into Private Placement Warrants, at a price of $1.50 per warrant at the option of the lender.

~~The Company~~Administrative ~~entered~~Services into an agreement, commencing on September 15, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor an amount not to exceed $33,333 per month for office space and secretarial and administrative services. For the three and six months ended June 30, 2022, the Company incurred $33,445 and $58,046 in fees related to these services, which are included in accrued expenses in the accompanying condensed balance sheets as of June 30, 2022, respectively. For the three months ended June 30, 2021 and for the period from January 29, 2021 (inception) through June 30, 2021, the Company did not incur any fees for these services.Agreement

~~NOTE~~The Company entered into an agreement, commencing 6on September 15, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor an amount not to exceed $33,333 per month for office space and secretarial and administrative services. ~~COMMITMENTS~~For ~~AND~~the three ~~CONTINGENCIES~~ and nine months ended September 30, 2022, the Company incurred $33,812 and $91,859 in fees related to these services, which are included in accrued expenses in the accompanying condensed balance sheets as of September 30, 2022, respectively. For the three months ended September 30, 2021 and for the period from January 29, 2021 (inception) through September 30, 2021, the Company did not incur any fees for these services.

~~Registration and~~NOTE ~~Shareholders~~6. ~~Rights~~COMMITMENTS AND CONTINGENCIES

~~Pursuant to~~Registration ~~a registration rights agreement entered into on September 15, 2021, the holders of the Founder Shares, Private Placement Warrants~~ and ~~any~~Shareholders warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statement.Rights

~~Underwriting~~Pursuant to a registration rights agreement entered ~~Agreement~~into on September 15, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statement.

~~The underwriters~~Underwriting are entitled to a deferred fee 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.Agreement

~~NOTE~~The underwriters are entitled to a deferred fee 7of $0.35 ~~SHAREHOLDERS’~~per ~~DEFICIT~~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.

~~Preference Shares—~~NOTE ~~The Company is authorized to issue 5,000,000 preference shares with a par or nominal value of $0~~7.~~0001~~ ~~per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company~~SHAREHOLDERS’~~s board~~ ~~of directors. At June 30, 2022 and December 31, 2021, there were no preference shares issued or outstanding.~~DEFICIT

~~Class A Ordinary~~Preference Shares— The Company is authorized to issue ~~500~~5,000,000 ~~Class A~~preference ~~ordinary~~ shares, with a par or nominal value of $0.0001 per share., ~~Holders~~with ofsuch ~~Class A~~designations, ~~ordinary~~voting ~~shares~~and other ~~are~~rights ~~entitled~~and preferences as may be determined from time to ~~one~~time ~~vote~~by ~~for~~the ~~each~~Company’s ~~share~~board of directors. At ~~June~~September 30, 2022 and ~~December~~ December 31, 2021, there were no ~~Class A~~preference ~~ordinary~~ shares issued ~~and~~or outstanding~~, excluding 23,000,000 Class A ordinary shares subject to possible redemption which are presented as temporary equity~~.

Class B A Ordinary Shares— The Company is authorized to issue 53500,~~333~~000,~~345.5~~000 Class BA ordinary shares, with a par or nominal value of ~~approximately~~ $0.~~00009~~0001 per share. Holders of ~~the~~ Class BA ordinary shares are entitled to one vote for each share. At ~~June~~September 30, 2022 and December 31, 2021, there were ~~7,666,667~~no Class B A ordinary shares issued and outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption which are presented as temporary equity.

~~Only holders of the~~ Class B ~~ordinary~~Ordinary ~~shares~~Shares— The ~~will~~Company ~~have~~is ~~the~~authorized ~~right~~ to ~~vote~~issue ~~on the election of directors prior to the Business Combination~~53,333,345. ~~Holders~~5 of Class ~~A ordinary shares and Class~~ B ordinary shares, ~~will~~with ~~vote together as~~ a ~~single~~par ~~class~~or onnominal ~~all~~value ~~other matters submitted to a vote~~ of ~~shareholders,~~approximately ~~except as required by law~~$0.00009 ~~In connection with a Business Combination, the Company may enter into a shareholder’s~~per ~~agreement~~share. orHolders ~~other arrangements with the shareholders~~ of the ~~target~~Class B orordinary ~~other~~shares ~~investors~~are entitled to ~~provide~~one vote for ~~voting~~each orshare. ~~other~~At ~~governance~~September ~~arrangements that~~30, ~~differ~~2022 ~~from~~and ~~those~~December in31, ~~effect~~2021, there ~~upon~~were ~~completion~~7,666,667 ofClass B ~~the~~ordinary ~~Initial~~shares ~~Public~~issued ~~Offering~~and outstanding.

12Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. In connection with a Business Combination, the Company may enter into a shareholder’s agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other governance arrangements that differ from those in effect upon completion of the Initial Public Offering.

~~SOAR TECHNOLOGY ACQUISITION CORP.~~12

~~NOTES TO~~SOAR ~~CONDENSED~~TECHNOLOGY ~~FINANCIAL~~ACQUISITION ~~STATEMENTS~~CORP.

~~JUNE 30,~~NOTES ~~2022~~TO CONDENSED FINANCIAL STATEMENTS

~~(Unaudited)~~SEPTEMBER 30, 2022

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 25% of the sum of (iUnaudited) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller of an interest in the target to the Company in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

~~NOTE~~The Class B ordinary shares will automatically 8convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 25% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller of an interest in the target to the Company in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. ~~WARRANT~~In ~~LIABILITY~~no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

~~Warrants— As~~NOTE ~~of June 30, 2022 and December 31, 2021, there are 7,666,667 outstanding Public Warrants~~8. ~~Public~~WARRANT Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.LIABILITY

~~The Company~~Warrants— ~~will~~As ~~not be obligated to deliver any Class A ordinary shares pursuant to the exercise~~ of ~~a warrant and will have no obligation~~September to30, ~~settle~~2022 ~~such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective~~ and aDecember ~~prospectus~~31, ~~relating~~2021, ~~thereto~~there isare ~~current~~7,666,667 ~~subject~~outstanding toPublic ~~the~~Warrants. ~~Company~~Public ~~satisfying~~Warrants ~~its~~may ~~obligations with~~only ~~respect~~be toexercised ~~registration,~~for or a ~~valid~~whole ~~exemption~~number of ~~from registration is available~~shares. No ~~warrant~~fractional ~~will~~shares ~~be exercisable, and the Company~~ will ~~not~~ be ~~obligated~~issued ~~to issue a Class A ordinary share~~ upon exercise of athe ~~warrant~~Public ~~unless~~Warrants. ~~the~~The ~~Class A~~Public ~~ordinary~~Warrants ~~share~~will ~~issuable~~become ~~upon such~~exercisable ~~warrant~~30 ~~exercise~~days after ~~has~~the ~~been~~completion ~~registered,~~of ~~qualified~~a orBusiness ~~deemed~~Combination. toThe bePublic ~~exempt~~Warrants ~~under~~will ~~the~~expire ~~securities~~five ~~laws~~years offrom the ~~state~~completion of ~~residence~~a ofBusiness ~~the~~Combination ~~registered~~or ~~holder~~earlier ofupon ~~the~~redemption ~~warrants~~or liquidation.

The Company ~~has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it~~ will ~~use~~not ~~its~~be ~~commercially~~obligated ~~reasonable efforts~~ to ~~file~~deliver ~~with the SEC a post-effective amendment to the Registration Statement or a new~~any ~~registration statement for the registration, under the Securities Act, of the~~ Class A ordinary shares ~~issuable~~pursuant ~~upon exercise of the warrants. The Company will use its commercially reasonable efforts~~ to ~~cause~~ the ~~same~~exercise ~~to become effective within 60 business days following the closing~~ of a ~~Business~~warrant ~~Combination~~ and towill ~~maintain~~have ~~the~~no ~~effectiveness~~obligation ~~of such registration statement and a current prospectus relating~~ to ~~those~~settle ~~Class A~~such ~~ordinary shares until the expiration or redemption of the warrants in accordance with the provisions of the~~ warrant ~~agreement. If a registration statement covering the Class A ordinary shares issuable upon~~ exercise ~~of the warrants is~~unless ~~not effective by the 60th business day after the closing of~~ a ~~Business Combination, warrant holders may, until such time as there is an effective~~ registration statement ~~and~~under ~~during any period when~~ the ~~Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the~~ Securities Act orwith ~~another~~respect ~~exemption. In~~to ~~addition, if~~ the Class A ordinary shares ~~are~~underlying at the ~~time~~warrants ofis ~~any~~then ~~exercise of a warrant not listed on a national securities exchange~~effective ~~such~~and ~~that they satisfy the definition of~~ a ~~“covered~~prospectus ~~security”~~relating ~~under~~thereto ~~Section 18(b)(1)~~is ofcurrent, ~~the~~subject ~~Securities~~to ~~Act,~~ the Company ~~may,~~ atsatisfying its ~~option,~~obligations ~~require~~with ~~holders~~respect ~~of the Public Warrants who exercise their warrants~~ to doregistration, soor on a ~~“cashless~~valid exemption ~~basis”~~from ~~in accordance~~registration ~~with~~is ~~Section 3(a)(9)~~available. ofNo ~~the~~warrant ~~Securities~~will ~~Act~~be ~~and~~exercisable, inand the ~~event the~~ Company ~~elects to do so, the Company~~ will not be ~~required~~ obligated to ~~file~~issue ~~or maintain in effect~~ a ~~registration statement for the registration, under the Securities Act, of the~~ Class A ordinary ~~shares issuable~~share upon exercise of ~~the~~a ~~warrants~~warrant ~~and,~~unless in the ~~event~~Class A ~~the~~ordinary ~~Company~~share ~~does~~issuable ~~not~~upon sosuch ~~elect,~~warrant ~~the~~exercise ~~Company~~has ~~will~~been ~~use~~registered, qualified ~~its~~or ~~commercially~~deemed ~~reasonable efforts~~ to ~~register~~be orexempt ~~qualify~~under the ~~Class A~~securities ~~ordinary~~laws ~~shares~~of ~~under~~the ~~applicable~~state ~~blue~~of ~~sky~~residence ~~laws~~of to the ~~extent~~registered anholder ~~exemption~~of isthe ~~not available~~warrants.

~~Redemption~~The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the Registration Statement or a new registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. ~~when~~The Company will use its commercially reasonable efforts to cause the ~~price~~same ~~per~~to become effective within 60 business days following the closing of a Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary ~~share~~shares ~~equals~~until the expiration or ~~exceeds~~redemption ~~$18~~of the warrants in accordance with the provisions of the warrant agreement.~~00.~~ ~~Once~~If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants ~~become~~is ~~exercisable~~not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, ~~redeem~~at its option, require holders of the ~~outstanding~~Public Warrants who exercise their warrants ~~(except~~to asdo ~~described~~so on a “cashless basis” in accordance with ~~respect~~Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the ~~Private~~Company ~~Placement~~will ~~Warrants):~~not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants and, in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the Class A ordinary shares under applicable blue sky laws to the extent an exemption is not available.

●Redemption inof ~~whole~~warrants ~~and~~when ~~not~~the inprice ~~part;~~per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants):

● atin awhole ~~price~~and ofnot ~~$0.01~~in ~~per warrant~~part;

● ~~upon~~at a ~~minimum~~price of 30$0.01 ~~days’~~per ~~prior written notice of redemption to each~~ warrant ~~holder~~; ~~and~~

● ~~if,~~upon ~~and~~a ~~only~~minimum ~~if, the closing price~~ of ~~the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a~~ 30~~-trading~~ ~~day period ending three trading~~ days’ ~~before~~prior ~~the~~written ~~Company sends the~~ notice of redemption to ~~the~~each warrant ~~holders.~~holder; and

If ● if, and ~~when~~only if, the ~~warrants~~closing ~~become~~price ~~redeemable~~of by the ~~Company,~~Class ~~the~~A ~~Company~~ordinary ~~may~~shares ~~exercise~~equals ~~its~~or ~~redemption~~exceeds ~~right~~$18.00 ~~even~~per ifshare it(as isadjusted) ~~unable~~for toany ~~register or~~20 ~~qualify~~trading days within a 30-trading day period ending three trading days before the ~~underlying~~Company ~~securities~~sends ~~for~~the ~~sale~~notice ~~under~~of ~~all~~redemption ~~applicable~~to ~~state~~the ~~securities~~warrant ~~laws~~holders.

~~Redemption of~~If ~~warrants~~and when the ~~price~~warrants ~~per~~become ~~Class A~~redeemable ~~ordinary~~by the ~~share~~Company, ~~equals~~the orCompany ~~exceeds~~may ~~$10.00.~~exercise ~~Once~~its ~~the~~redemption ~~warrants~~right ~~become~~even ~~exercisable,~~if it is unable to register or qualify the ~~Company~~underlying securities for sale ~~may~~under ~~redeem~~all ~~the~~applicable ~~outstanding~~state ~~warrants:~~securities laws.

●Redemption inof ~~whole~~warrants ~~and~~when ~~not~~the inprice ~~part;~~per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants:

13● in whole and not in part;

~~SOAR TECHNOLOGY ACQUISITION CORP.~~13

~~NOTES TO~~SOAR ~~CONDENSED~~TECHNOLOGY ~~FINANCIAL~~ACQUISITION ~~STATEMENTS~~CORP.

~~JUNE 30,~~NOTES ~~2022~~TO CONDENSED FINANCIAL STATEMENTS

~~(Unaudited)~~SEPTEMBER 30, 2022

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

● ~~if,~~at ~~and~~$0.10 ~~only~~per ~~if,~~warrant ~~the~~upon ~~closing~~a ~~price~~minimum of ~~the~~30 ~~Class~~days’ Aprior ~~ordinary~~written ~~shares~~notice ~~equal~~of orredemption; ~~exceeds~~provided ~~$10.00~~that ~~per~~holders ~~public~~will ~~share~~be ~~(as~~able ~~adjusted)~~to ~~for~~exercise ~~any~~their 20warrants ~~trading~~on ~~days~~a ~~within~~cashless abasis ~~30-trading~~prior ~~day~~to ~~period~~redemption ~~ending~~and ~~three~~receive ~~trading~~that ~~days~~number ~~before~~of shares determined based on the ~~Company~~redemption ~~sends~~date and the ~~notice~~fair ofmarket ~~redemption~~value of the ~~warrant~~Class ~~holders.~~A ordinary shares;

~~If the~~● ~~Company calls the Public Warrants for redemption~~if, asand ~~described~~only ~~above~~if, ~~its management will have~~ the ~~option~~closing toprice ~~require~~of ~~any holder that wishes to exercise~~ the ~~Public~~Class ~~Warrants~~A ~~to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of~~ ordinary shares ~~issuable~~equal ~~upon~~or ~~exercise~~exceeds of$10.00 ~~the~~per ~~Public~~public ~~Warrants may be adjusted in certain circumstances including in the event of a~~ share ~~dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except~~ (as ~~described below, the Public Warrants will not be~~ adjusted) for ~~issuances~~any of20 ~~ordinary~~trading ~~shares~~days atwithin a ~~price~~30-trading ~~below~~day ~~its~~period ~~exercise~~ending ~~price.~~three ~~Additionally, in~~trading nodays ~~event~~before ~~will~~ the Company besends ~~required to net cash settle~~ the ~~Public~~notice ~~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 ~~Public~~redemption ~~Warrants will not receive any~~ of ~~such funds with respect to their Public Warrants, nor will they receive any distribution from~~ the ~~Company’s~~warrant ~~assets held outside of the Trust Account with respect to such Public Warrants~~holders. ~~Accordingly, the Public Warrants may expire worthless.~~

~~In addition,~~If ~~if (x)~~ the Company ~~issues~~calls ~~additional~~the ~~Class A~~Public ~~ordinary~~Warrants ~~shares or equity-linked securities~~ for ~~capital raising purposes~~redemption, inas ~~connection~~described ~~with~~above, ~~the~~its ~~closing~~management ofwill ahave ~~Business~~the ~~Combination~~option atto anrequire ~~issue~~any ~~price~~holder orthat ~~effective~~wishes ~~issue~~to ~~price~~exercise ofthe ~~less~~Public ~~than~~Warrants ~~$9.20~~to ~~per~~do ~~Class A~~so on ~~ordinary~~a ~~share~~“cashless ~~(with~~basis,” ~~such~~as ~~issue~~described ~~price or effective issue price to be determined~~ in ~~good~~the ~~faith~~warrant byagreement. ~~the~~The ~~Company’s~~exercise ~~board~~price ~~of directors~~ and, innumber ~~the case~~ of ~~any~~ordinary ~~such~~shares ~~issuance~~issuable toupon exercise ~~the Sponsor or holders~~ of the ~~Class B~~Public ~~ordinary~~Warrants ~~shares~~may orbe ~~their~~adjusted ~~respective~~in ~~affiliates,~~certain ~~without taking~~circumstances ~~into~~including ~~account~~in ~~any Founder Shares held by~~ the ~~Sponsor,~~event ~~holders~~ of ~~the~~a ~~Class B~~share ~~ordinary~~dividend, ~~shares~~extraordinary dividend or ~~such affiliates~~recapitalization, ~~as applicable~~reorganization, ~~prior~~ tomerger ~~such~~or ~~issuance)~~consolidation. ~~(the “Newly Issued Price”)~~However, ~~(y)~~except ~~the~~as ~~aggregate~~described ~~gross~~below, ~~proceeds from such issuances represent more than 60% of~~ the ~~total~~Public ~~equity~~Warrants ~~proceeds,~~will ~~and~~not ~~interest~~be ~~thereon, available~~ adjusted for ~~the~~issuances ~~funding~~ of aordinary ~~Business~~shares ~~Combination~~at ~~on the date of the consummation of~~ a ~~Business~~price ~~Combination~~below ~~(net~~its ofexercise ~~redemptions), and (z) the volume-weighted average trading~~ price. ofAdditionally, ~~its~~in ~~Class A~~no ~~ordinary~~event ~~shares during~~will the 20Company ~~trading~~be ~~day~~required ~~period~~to ~~starting~~net oncash settle the ~~trading~~Public ~~day~~Warrants. ~~after~~If the ~~day~~Company onis ~~which~~unable ~~the~~to ~~Company~~complete ~~consummates~~a ~~its~~ Business Combination ~~(such~~ ~~price,~~within the ~~“Market~~Combination ~~Value”)~~Period isand ~~below $9.20 per share,~~ the ~~exercise price of the warrants will be adjusted (to the nearest~~Company ~~cent)~~liquidates ~~to be equal to 115% of~~ the ~~higher~~funds ofheld ~~the~~in ~~Market Value and~~ the ~~Newly~~Trust ~~Issued Price~~Account, ~~and~~holders ~~the~~of ~~$18.00~~Public ~~per~~Warrants ~~share redemption trigger price~~ will benot ~~adjusted~~receive ~~(to~~any ~~the~~of ~~nearest~~such ~~cent)~~funds towith berespect ~~equal~~ to ~~180%~~their ofPublic Warrants, ~~the~~nor ~~higher~~will ofthey ~~the~~receive ~~Market~~any ~~Value~~distribution ~~and~~from the ~~Newly~~Company’s ~~Issued~~assets ~~Price,~~held ~~and~~outside ~~the~~of ~~$10.00 per share redemption trigger price will be adjusted (to~~ the ~~nearest~~Trust ~~cent)~~Account towith berespect ~~equal~~ to ~~the~~such Public ~~higher~~Warrants. ofAccordingly, the ~~Market~~Public ~~Value~~Warrants ~~and~~may ~~the~~expire ~~Newly Issued Price~~worthless.

AsIn addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of ~~June~~a ~~30,~~Business ~~2022~~Combination at ~~and~~an ~~December~~issue ~~31,~~price ~~2021,~~or ~~there~~effective ~~are~~issue ~~9,666,667~~price ~~outstanding~~of ~~Private~~less ~~Placement~~than ~~Warrants~~$9.20 ~~The~~per ~~Private~~Class A ~~Placement~~ordinary ~~Warrants~~share ~~are~~(with such issue price or effective issue ~~identical~~price to ~~the~~be ~~Public~~determined ~~Warrants~~in ~~underlying~~good faith by the ~~Units~~Company’s ~~sold~~board of directors and, in the ~~Initial~~case ~~Public~~of ~~Offering,~~any ~~except~~such ~~that~~issuance to the ~~Private~~Sponsor ~~Placement Warrants~~or ~~and~~holders of the Class AB ordinary shares ~~issuable~~or ~~upon~~their respective affiliates, without taking into account any Founder Shares held by the Sponsor, ~~exercise~~holders of the ~~Private~~Class B ~~Placement~~ordinary ~~Warrants~~shares ~~will~~or ~~not~~such beaffiliates, ~~transferable~~as applicable, ~~assignable~~prior to such issuance) (the “Newly Issued orPrice”), ~~salable~~(y) ~~until~~the 30aggregate ~~days~~gross ~~after~~proceeds from such issuances represent more than 60% of the ~~completion~~total equity proceeds, and interest thereon, available for the funding of a Business Combination, ~~subject~~on tothe ~~certain~~date ~~limited~~of ~~exceptions.~~the ~~Additionally~~consummation of a Business Combination (net of redemptions), and (z) the ~~Private~~volume-weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on ~~Placement~~the ~~Warrants~~trading ~~will~~day beafter ~~exercisable~~the day on awhich ~~cashless~~the ~~basis~~Company ~~and~~consummates beits ~~non-redeemable~~Business Combination (such price, ~~except~~the as“Market ~~described~~Value”) ~~above~~is below $9.20 per share, sothe ~~long~~exercise asprice ~~they~~of ~~are~~the ~~held~~warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of bythe Market Value and the ~~initial~~Newly ~~purchasers~~Issued orPrice, ~~their~~and ~~permitted~~the ~~transferees~~$18.00 Ifper share redemption trigger price will be adjusted (to the ~~Private~~nearest ~~Placement~~cent) to ~~Warrants~~be ~~are~~equal ~~held~~to by180% ~~someone~~of ~~other~~the ~~than~~higher of the ~~initial purchasers~~Market orValue ~~their~~and ~~permitted~~the ~~transferees~~Newly Issued Price, and the ~~Private~~$10.00 ~~Placement~~per ~~Warrants~~share ~~will~~redemption trigger price will be ~~redeemable~~adjusted by(to the ~~Company~~nearest ~~and~~cent) ~~exercisable~~to bybe ~~such~~equal ~~holders on~~to the ~~same~~higher ~~basis~~of asthe Market Value and the ~~Public~~Newly ~~Warrants~~Issued Price.

~~NOTE~~As of September 30, 2022 and December 31, 2021, there are 9,666,667 outstanding Private Placement Warrants. ~~FAIR~~The ~~VALUE~~Private ~~MEASUREMENTS~~Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

~~The Company~~NOTE ~~follows~~9. ~~the~~FAIR ~~guidance~~VALUE in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.MEASUREMENTS

The ~~fair~~ ~~value of the~~ Company’s ~~financial~~follows ~~assets and liabilities reflects management’s estimate of amounts that~~ the ~~Company~~guidance ~~would have received~~ in ~~connection~~ASC ~~with~~820 ~~the~~for its ~~sale~~financial ~~of the~~ assets orand ~~paid in connection with the transfer of the~~ liabilities inthat anare ~~orderly~~re-measured ~~transaction between~~and ~~market~~reported ~~participants~~ at ~~the measurement date. In connection with measuring the~~ fair value ofat ~~its~~each ~~assets~~reporting ~~and liabilities~~period, ~~the Company seeks to maximize the use of observable inputs (market data obtained from independent sources)~~ and tonon-financial ~~minimize the use of unobservable inputs (internal assumptions about how market participants would price~~ assets ~~and liabilities). The following fair value hierarchy is~~ ~~used to classify assets~~ and liabilities ~~based~~that onare ~~the~~re-measured ~~observable inputs~~ and ~~unobservable~~reported ~~inputs~~at ~~used~~fair ~~in order to~~ value ~~the~~at ~~assets~~least ~~and liabilities:~~annually.

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

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

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

~~SOAR TECHNOLOGY ACQUISITION CORP.~~14

~~NOTES TO~~SOAR ~~CONDENSED~~TECHNOLOGY ~~FINANCIAL~~ACQUISITION ~~STATEMENTS~~CORP.

~~JUNE 30,~~NOTES ~~2022~~TO CONDENSED FINANCIAL STATEMENTS

~~(Unaudited)~~SEPTEMBER 30, 2022

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:(Unaudited)

Description	Level		June 30, 2022		December 31, 2021
Assets:
Investments held in Trust Account		1	$	237,313,736	$	236,903,949
Liabilities:
Warrant Liability – Public Warrants		1		920,000		4,370,000
Warrant Liability – Private Placement Warrants		3		1,740,000		5,819,334

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statements of operations.

Description	Level		September 30, 2022		December 31, 2021
Assets:
Investments held in Trust Account		1	$	238,428,531	$	236,903,949

Liabilities:
Warrant Liability – Public Warrants		1		306,667		4,370,000
Warrant Liability – Private Placement Warrants		3		483,333		5,819,334

The ~~quoted~~ ~~market~~Warrants ~~price~~were ~~was~~accounted ~~used~~for as ~~the fair value as of each relevant date for valuing the Public Warrants. The Private Placement Warrants~~liabilities ~~were~~in ~~valued~~accordance ~~using~~with aASC ~~Black~~815-40 ~~Scholes~~and ~~Option~~are ~~Pricing~~presented ~~Model,~~within ~~which~~warrant isliabilities ~~considered~~in tothe beaccompanying abalance ~~Level 3 fair value measurement~~sheets. The ~~Black~~warrant ~~Scholes~~liabilities ~~model’s~~are ~~primary~~measured ~~unobservable~~at ~~input utilized in determining the~~ fair value ofat ~~the~~inception ~~Private~~and ~~Placement~~on ~~Warrants~~a isrecurring ~~the~~basis, ~~expected~~with ~~volatility that~~changes isin ~~derived~~fair ~~from~~value apresented ~~combination~~within of the ~~Company’s~~statements ~~implied volatility~~ of ~~its Public Warrants and from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target~~operations.

The quoted market price was used as the fair value ~~following~~as ~~table~~of ~~provides~~each ~~quantitative~~relevant ~~information~~date ~~regarding~~for valuing the Public Warrants. The Private Placement Warrants were valued using a Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value ~~measurements:~~measurement. The Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility that is derived from a combination of the Company’s implied volatility of its Public Warrants and from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target.

	June 30, 2022			December 31, 2021
Stock price	$	10.17		$	10.11
Exercise price	$	11.50		$	11.50
Expected term (in years)		5.46			5.71
Volatility		—	%		8.6	%
Risk-free rate		2.97	%		1.32	%
Dividend yield		—	%		—	%

The following table provides quantitative information regarding Level 3 fair value measurements:

The following table presents the changes in the fair value of Level 3 warrant liabilities:

	September 30, 2022			December 31, 2021
Stock price	$	10.30		$	10.11
Exercise price	$	11.50		$	11.50
Expected term (in years)		5.21			5.71
Volatility		—	%		8.6	%
Risk-free rate		3.97	%		1.32	%
Dividend yield		—	%		—	%

	Private Placement			Public		Warrant Liabilities
Fair value as of December 31, 2021	$	5,819,334		$	—	$	5,819,334
Change in valuation inputs or other assumptions		(2,146,001	)		—		(2,146,001	)
Fair value as of March 31, 2022	$	3,673,333		$	—	$	3,673,333
Change in valuation inputs or other assumptions		(1,933,333	)		—		(1,933,333	)
Fair value as of June 30, 2022	$	1,740,000		$	—	$	1,740,000

The following table presents the changes in the fair value of Level 3 warrant liabilities:

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. No transfers occurred during the three and six months ended June 30, 2022.

	Private Placement			Public		Warrant Liabilities
Fair value as of December 31, 2021	$	5,819,334		$	—	$	5,819,334
Change in valuation inputs or other assumptions		(2,146,001	)		—		(2,146,001	)
Fair value as of March 31, 2022	$	3,673,333		$	—	$	3,673,333
Change in valuation inputs or other assumptions		(1,933,333	)		—		(1,933,333	)
Fair value as of June 30, 2022	$	1,740,000		$	—	$	1,740,000
Change in valuation inputs or other assumptions		(1,256,667	)		—		(1,256,667	)
Fair value as of September 30, 2022	$	483,333		$	—	$	483,333

~~NOTE~~Transfers to/from Levels 1, 2 and 3 are recognized 10at the end of the reporting period in which a change in valuation technique or methodology occurs. ~~SUBSEQUENT~~No ~~EVENTS~~transfers occurred during the three and nine months ended September 30, 2022.

~~The Company~~NOTE ~~evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued~~10. ~~Based~~SUBSEQUENT ~~upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.~~EVENTS

15The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~15

~~References in~~Item ~~this report (the “Quarterly Report”) to “we,” “us”, “our” or the “Company” refer to SOAR Technology Acquisition Corp~~2. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to SOAR Technology Sponsor, LP. The following discussion and analysis of the CompanyManagement’s ~~financial~~Discussion ~~condition~~ and ~~results~~Analysis of ~~operations~~Financial ~~should~~Condition ~~be read in conjunction with the financial statements~~ and ~~the~~Results ~~notes~~of 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.Operations

~~Special~~References in this report (the “Quarterly ~~Note~~Report”) ~~Regarding~~to ~~Forward~~“we,” “us”, “our” or the “Company” refer to SOAR Technology Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to SOAR Technology Sponsor, LP. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-~~Looking~~looking ~~Statements~~statements that involve risks and uncertainties.

~~This Quarterly~~Special ~~Report~~Note ~~includes~~Regarding ~~“forward~~Forward-~~looking~~Looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form10-Qincluding, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the proposed Business Combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the proposed Business Combination are not satisfied. 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 Annual Report on Form 10-K filed with the SEC on March 28, 2022. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.Statements

~~Overview~~This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form10-Qincluding, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the proposed Business Combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the proposed Business Combination are not satisfied. 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 Annual Report on Form 10-K filed with the SEC on March 28, 2022. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

We are a blank check company incorporated in the Cayman Islands on January 29, 2021 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.Overview

We ~~expect~~ toare ~~continue~~a toblank ~~incur~~check ~~significant~~company ~~costs~~incorporated in the Cayman ~~pursuit~~Islands on January 29, 2021 formed for the purpose of ~~our~~effecting a merger, share exchange, asset acquisition, ~~plans~~share purchase, reorganization or similar business combination with one or more businesses or entities. We ~~cannot~~intend ~~assure~~to ~~you~~effectuate ~~that~~our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our ~~plans~~shares, todebt ~~complete~~or a ~~Business~~combination ~~Combination~~of ~~will~~cash, beshares ~~successful~~and debt.

~~Results~~We expect to continue to incur significant costs in the pursuit of ~~Operations~~our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

~~We have~~Results neither engaged in any operations nor generated any revenues to date. Our only activities from January 29, 2021 (inception) through June 30, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held in the Trust Account. 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.Operations

~~For~~We have neither engaged in any operations nor ~~the~~generated ~~three~~any ~~months~~revenues ~~ended~~to ~~June~~date. Our only activities from January 29, 2021 (inception) through September 30, 2022 were organizational activities, wethose ~~had~~necessary ato ~~net~~prepare ~~income~~for ofthe ~~$3,538,268,~~Initial ~~which~~Public ~~consists~~Offering, ofdescribed ~~the~~below, ~~change~~and inidentifying ~~fair~~a ~~value~~target ofcompany ~~warrant~~for ~~liabilities~~a Business ofCombination. ~~$3,696,666~~We ~~and~~do ~~interest~~not ~~earned~~expect onto ~~marketable~~generate ~~securities~~any ~~held~~operating inrevenues ~~the~~until ~~Trust~~after ~~Account~~the completion of ~~$392,422,~~our ~~offset~~Business byCombination. ~~formation~~We ~~and~~expect ~~operational~~to ~~costs~~generate ofnon-operating ~~$416,273~~income ~~and~~in ~~unrealized~~the ~~loss~~form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of ~~$134~~being a public company (for legal,~~547~~ financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the ~~six~~three months ended ~~June~~September 30, 2022, we had a net income of $72,~~160~~698,~~483~~698, which consists of the change in fair value of warrant liabilities of $71,~~529~~870,~~334~~000 and interest earned on marketable securities held in the Trust Account of $~~508~~1,~~050~~053, ~~offset by formation and operational costs of $778~~820,~~638~~ and unrealized ~~loss~~gain on marketable securities held in the Trust Account of $60,975, offset by formation and operational costs of $98286,~~263~~097.

For the ~~three~~nine months ended ~~June~~September 30, ~~2021~~2022, we had a net ~~loss~~income of $49,~~165~~859,181, which consists of the change in fair value of warrant liabilities of $9,399,334 and interest earned on marketable securities held in the Trust Account of $1,561,870, offset by formation and operational costs of $1,064,735 and unrealized loss on marketable securities held in the Trust Account of $37,288.

For the ~~period~~three ~~from~~months ~~January 29,~~ended ~~2021 (inception) through June~~ September 30, 2021, we had a net loss of $91,~~187~~077,312, which consists of formation and operational costs of $30,451, transaction costs allocated to warrants associated with the Initial Public Offering of $373,194, and the change in fair value of warrant liabilities of $673,667.

~~Liquidity and Capital Resources~~16

OnFor the period from January 29, 2021 (inception) through September 2030, 2021, we ~~consummated~~had ~~the~~a ~~Initial~~net ~~Public~~loss ~~Offering~~ of 23$1,~~000~~086,~~000 Units~~499, which ~~includes~~consists ~~the full exercise by the underwriters~~ of ~~their~~formation ~~over-allotment~~and ~~option~~operational incosts ~~the amount~~ of 3$39,~~000~~638,~~000~~ ~~Units~~transaction costs atallocated ~~$10.00~~to ~~per~~warrants ~~Unit,~~associated ~~generating gross proceeds of $230,000,000. Simultaneously~~ with the ~~closing of the~~ Initial Public Offering, ~~we consummated the sale~~ of 9$373,~~666~~194,~~667~~ ~~Private~~and ~~Placement~~the ~~Warrants~~change atin afair ~~price~~value of ~~$1.50 per~~warrant ~~Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds~~ liabilities of $14673,~~500,000~~667.

~~Following the~~Liquidity ~~Initial Public Offering, the full exercise of the over-allotment option,~~ and ~~the~~Capital sale of the Private Placement Warrants, a total of $236,900,000 was placed in the Trust Account. We incurred $13,412,940 in Initial Public Offering related costs, including $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $762,940 of other costs.Resources

16On September 20, 2021, we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 9,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $14,500,000.

~~For~~ Following the ~~six~~Initial ~~months~~Public ~~ended June 30~~Offering, ~~2022,~~the ~~cash~~full exercise ~~used~~of inthe ~~operating~~over-allotment ~~activities was $189~~option,~~416.~~ ~~Net~~and ~~income~~the sale of ~~$7,160,483 was affected by~~ the ~~change in~~Private ~~fair~~Placement ~~value~~Warrants, ofa ~~warrant~~total ~~liabilities~~ of $7236,~~529~~900,~~334~~000 ~~and~~was ~~interest~~placed ~~earned on marketable securities held~~ in the Trust Account. ofWe incurred $~~508~~13,~~050 and~~412,940 ~~unrealized~~in ~~loss~~Initial onPublic ~~marketable~~Offering ~~securities~~related ~~held~~costs, inincluding ~~the~~$4,600,000 ~~Trust~~of ~~Account~~underwriting offees, $988,~~263.~~050,000 ~~Changes~~of indeferred underwriting ~~operating~~fees ~~assets~~ and ~~liabilities provided~~ $~~589~~762,~~222~~940 of ~~cash~~other ~~for operating activities~~costs.

For the ~~period~~nine ~~from~~months ~~January 29,~~ended ~~2021~~September ~~(inception) through June~~ 30, ~~2021~~2022, cash used in operating activities was $5579,~~022~~055. Net ~~loss~~income of $9,~~187~~ 859,181 was affected by ~~formation~~the ~~costs~~change ~~paid~~in byfair ~~Sponsor~~value inof ~~exchange~~warrant ~~for~~liabilities of ~~issuance~~$9,399,334 ofand ~~founder~~interest ~~shares~~earned on marketable securities held in the Trust Account of $51,~~000~~561,870 and ~~changes~~an unrealized loss on marketable securities held in the Trust Account of $37,288. Changes in operating assets and liabilities ~~used~~ provided $~~835~~485,680 of cash for operating activities.

~~As of~~For ~~June 30, 2022, we had marketable securities held in~~ the ~~Trust~~period ~~Account~~from ~~of $237~~January 29,~~313,736~~ in2021 ~~U.S.~~(inception) through ~~Treasury~~September ~~securities.~~30, We2021, ~~may~~cash ~~withdraw interest~~used ~~from~~in ~~the~~operating ~~Trust~~activities ~~Account~~was ~~to pay taxes~~$654, ~~if any~~761. WeNet ~~intend~~loss ~~to use substantially all~~ of ~~the~~$1,086,499 ~~funds~~was ~~held~~affected inby the ~~Trust~~formation ~~Account, including~~cost ~~any~~paid ~~amounts~~by ~~representing~~the ~~interest~~Sponsor ~~earned~~in onexchange ~~the~~for ~~Trust~~issuance ~~Account~~of ~~(less~~Founder ~~income~~Shares ~~taxes~~of ~~payable)~~$5,000, totransaction ~~complete~~costs ~~our~~associated ~~Business~~with ~~Combination. To~~ the ~~extent~~ ~~that~~Initial ~~our~~Public ~~share~~Offering of ~~capital or debt is used~~$373, ~~in whole or in part~~194, asand ~~consideration to complete our Business Combination,~~ the ~~remaining proceeds~~change ~~held~~ in ~~the~~fair ~~Trust~~value ~~Account~~of ~~will~~warrant beliability ~~used as working capital to finance the operations~~ of ~~the~~$673,667. ~~target~~Changes ~~business~~in oroperating ~~businesses,~~assets ~~make other acquisitions~~ and ~~pursue~~liabilities ~~our~~further ~~growth~~reduced cash ~~strategies~~by $620,123.

As of ~~June~~September 30, 2022, we had ~~cash~~marketable securities held in the Trust Account of $1238,~~297~~428,~~556~~531 in U.S. Treasury securities. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held ~~outside~~in the Trust Account, ~~primarily~~including toany ~~identify~~amounts ~~and~~representing ~~evaluate target~~interest ~~businesses,~~earned ~~perform~~on the ~~business~~Trust ~~due~~Account ~~diligence~~(less onincome ~~prospective~~taxes ~~target businesses~~payable), ~~travel~~ to ~~and~~complete ~~from~~our Business Combination. To the ~~offices,~~extent ~~plants~~that our share capital or ~~similar~~debt is used, ~~locations~~in ofwhole ~~prospective~~or ~~target~~in ~~businesses~~part, oras ~~their~~consideration ~~representatives~~to orcomplete ~~owners~~our Business Combination, ~~review~~the ~~corporate~~remaining ~~documents~~proceeds ~~and~~held ~~material~~in ~~agreements~~the ofTrust Account will be used ~~prospective~~as working capital to finance the operations of the target business or businesses, ~~structure,~~make ~~negotiate~~other acquisitions and ~~complete~~pursue aour ~~Business~~growth ~~Combination~~strategies.

~~In order~~As ~~to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain~~ of ~~our~~September ~~officers and directors or their affiliates may~~30, ~~but are not obligated to~~2022, ~~loan~~we ushad ~~funds~~cash asof ~~may be required~~$907,917. ~~If we complete a Business~~ ~~Combination,~~We weintend ~~will~~to ~~repay such loaned amounts. In the event that a Business Combination does not close, we may~~ use ~~a portion of~~ the ~~working~~ ~~capital~~funds held outside the Trust Account primarily to ~~repay~~identify ~~such~~and ~~loaned~~evaluate ~~amounts~~target ~~but~~businesses, noperform ~~proceeds~~business ~~from~~due ~~our~~diligence on ~~Trust~~prospective ~~Account~~target ~~would~~businesses, betravel ~~used~~to ~~for such~~and ~~repayment.~~from Upthe ~~to $2~~offices,~~000,000~~ ofplants ~~such~~or ~~loans~~similar ~~may~~locations beof ~~convertible~~prospective ~~into~~target ~~warrants~~businesses ator atheir representatives ~~price~~or ofowners, ~~$1.50~~review ~~per~~corporate ~~warrant,~~documents atand ~~the~~material ~~option~~agreements of ~~the lender.~~prospective ~~The~~target ~~warrants~~businesses, ~~would~~structure, benegotiate ~~identical~~and complete toa ~~the~~Business ~~Private Placement Warrants~~Combination.

~~We have~~In 15order ~~months from the closing of the Initial Public Offering~~ to ~~complete~~fund aworking ~~Business~~capital ~~Combination (~~deficiencies or upfinance totransaction 21costs ~~months~~in ifconnection itwith ~~extends the period of time to consummate~~ a Business Combination, ~~in accordance with~~ the ~~terms~~Sponsor, ~~described~~or ~~below).~~certain Ifof weour ~~anticipate~~officers ~~that~~and wedirectors ~~may~~or ~~not be~~their ~~able~~affiliates ~~to consummate a Business Combination within 15 months, we~~ may, but are not obligated to, ~~extend~~loan ~~the~~us ~~period~~funds ofas ~~time~~may tobe ~~consummate a~~required. ~~Business~~If ~~Combination~~we ~~two times by an additional three months each time (for a total of up to 21 months to~~ complete a Business Combination~~); provided~~, ~~that~~we ~~the~~will ~~Sponsor~~repay ~~(or~~such loaned ~~its~~amounts. ~~designees)~~In ~~must deposit into~~ the ~~trust~~event ~~account~~that ~~funds~~a ~~equal~~Business toCombination andoes ~~aggregate~~not ~~of $2~~close,~~300,000~~ orwe ~~$0.10~~may ~~per Public~~use ~~Share,~~a onportion ~~or prior to the date~~ of the ~~applicable~~working ~~deadline~~capital ~~for~~held ~~each~~outside of the Trust ~~available~~Account ~~three~~to ~~month~~repay ~~extensions,~~such ~~providing~~loaned aamounts ~~total possible~~but ~~business~~no ~~combination~~proceeds ~~period~~from ofour 21Trust ~~months~~Account atwould abe ~~total~~used ~~payment~~for ~~value~~such ofrepayment. Up to $42,~~600,~~000,000 ~~in exchange for a non-interest bearing, unsecured~~of ~~promissory note (an “Extension Loan”). Any~~ such ~~Extension~~loans ~~Loan~~ may be ~~converted~~convertible into ~~Private~~warrants ~~Placement Warrants,~~ at a price of $1.50 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.

We do ~~not~~have ~~believe~~15 wemonths ~~will~~from ~~need~~the toclosing ~~raise~~of ~~additional~~the ~~funds~~Initial Public inOffering ~~order~~ to ~~meet~~complete ~~the~~a ~~expenditures~~Business ~~required~~Combination ~~for~~(or ~~operating~~up ~~our~~to ~~business.~~21 ~~However,~~ months if ~~our~~it ~~estimate~~extends of the ~~costs~~period of ~~identifying~~time ato ~~target~~consummate ~~business,~~a ~~undertaking~~Business Combination in~~-depth~~ ~~due~~accordance ~~diligence~~with ~~and~~the ~~negotiating~~terms adescribed ~~Business~~below). ~~Combination are~~If ~~less~~we ~~than~~anticipate ~~the~~that ~~actual~~we ~~amount~~may ~~necessary~~not be able to doconsummate soa Business Combination within 15 months, we may, ~~have~~but ~~insufficient~~are ~~funds~~not ~~available~~obligated to, ~~operate~~extend ~~our~~the ~~business~~period ~~prior~~of time to ~~our~~consummate ~~initial~~ a Business Combination. ~~Moreover,~~two wetimes ~~may~~by ~~need~~an toadditional ~~obtain~~three months ~~additional~~each ~~financing~~time ~~either~~(for a total of up to 21 months to complete ~~our~~a Business Combination); provided that the Sponsor (or ~~because~~its wedesignees) must ~~become~~deposit ~~obligated~~into the trust account funds equal to ~~redeem~~an aaggregate ~~significant~~of ~~number~~$2,300,000 or $0.10 per Public Share, on or prior to the date of ~~our~~the ~~public~~applicable deadline ~~shares~~for ~~upon~~each ~~completion~~of the available three month extensions, providing a total possible business combination period of ~~our~~21 ~~Business~~months ~~Combination~~at a total payment value of $4,600,000, in ~~which~~exchange ~~case~~for wea ~~may~~non-interest bearing, unsecured promissory note (an “Extension Loan”). Any ~~issue~~such ~~additional~~Extension ~~securities~~Loan ormay ~~incur~~be ~~debt~~converted ininto ~~connection~~Private ~~with~~Placement ~~such~~Warrants, ~~Business~~at ~~Combination~~a price of $1.50 per warrant at the option of the lender.

~~Going~~We do not believe we will need to raise additional ~~Concern~~funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

We have until December 20, 2022 to consummate a Business Combination (or up to June 20, 2023, if applicable). It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after December 20, 2022.17

~~Off-Balance Sheet~~Going ~~Arrangements~~Concern

We have nountil ~~obligations~~December 20, ~~assets~~2022 to consummate a Business Combination (or ~~liabilities~~up to June 20, ~~which~~2023, ~~would~~if beapplicable). ~~considered~~It ~~off-balance~~is ~~sheet~~uncertain ~~arrangements~~that aswe ofwill ~~June~~be ~~30,~~able ~~2022.~~to Weconsummate doa ~~not~~Business ~~participate~~Combination inby ~~transactions~~this ~~that~~time. ~~create~~If ~~relationships~~a ~~with~~Business ~~unconsolidated~~Combination ~~entities~~is ornot ~~financial~~consummated ~~partnerships~~by this date, ~~often~~there ~~referred~~will tobe asa ~~variable~~mandatory ~~interest entities,~~liquidation ~~which~~and ~~would~~subsequent ~~have~~dissolution. Management ~~been~~has ~~established~~determined ~~for~~that the ~~purpose~~mandatory ofliquidation, ~~facilitating~~should ~~off-balance~~a ~~sheet~~Business ~~arrangements.~~Combination Wenot ~~have~~occur, ~~not~~and ~~entered~~potential ~~into~~subsequent dissolution ~~any~~raises ~~off-balance~~substantial ~~sheet~~doubt ~~financing~~about ~~arrangements,~~our ~~established~~ability ~~any~~to ~~special~~continue ~~purpose~~as ~~entities,~~a ~~guaranteed~~going ~~any~~concern. ~~debt~~No oradjustments ~~commitments~~have ofbeen ~~other~~made ~~entities,~~to the carrying amounts of assets or ~~purchased~~liabilities ~~any~~should ~~non-financial~~we ~~assets~~be required to liquidate after December 20, 2022.

~~Contractual obligations~~Off-Balance Sheet Arrangements

~~The~~We have no obligations, assets or liabilities, ~~underwriters~~which ~~are~~would ~~entitled~~be toconsidered aoff-balance ~~deferred~~sheet ~~fee~~arrangements as of $0September 30, 2022.35 ~~per~~We ~~Unit,~~do ornot ~~$8,050,000~~participate in ~~the~~transactions ~~aggregate.~~that ~~The~~create ~~deferred~~relationships with ~~fee~~unconsolidated ~~will~~entities ~~become~~or ~~payable~~financial partnerships, often referred to as variable interest entities, which would have been established for the ~~underwriters~~purpose ~~from~~of ~~the~~facilitating ~~amounts~~off-balance ~~held~~sheet inarrangements. ~~the~~We ~~Trust~~have ~~Account~~not ~~solely~~entered ininto ~~the~~any ~~event~~off-balance ~~that~~sheet ~~the~~financing ~~Company~~arrangements, established ~~completes~~any aspecial ~~Business~~purpose ~~Combination~~entities, ~~subject to~~guaranteed ~~the~~any ~~terms~~debt or commitments of ~~the~~other ~~underwriting~~entities, ~~agreement~~or purchased any non-financial assets.

17Contractual obligations

~~Critical~~The underwriters are entitled to a deferred fee ~~Accounting~~of ~~Policies~~$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.

Critical Accounting ~~policies,~~ methods and estimates are an integral part of the financial statements prepared by management and are based upon management’s current judgments. These judgments are normally based on knowledge and experience regarding past and current events and assumptions about future events. Certain accounting policies, methods and estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ from management’s current judgments. While there are a number of accounting policies, methods and estimates that affect our financial statements, the areas that are particularly significant include use of estimates; Class A ordinary shares subject to possible redemption; net income (loss) per ordinary share; and the fair value of assets and liabilities.Policies

~~Our~~Accounting policies, methods and estimates are ~~significant~~an ~~accounting~~integral part of the financial statements prepared by management and are based upon management’s current judgments. These judgments are normally based on knowledge and experience regarding past and current events and assumptions about future events. Certain accounting policies, methods and estimates are ~~summarized~~particularly insensitive ~~Note~~because 2of their significance to the financial statements and because of the possibility that future events affecting them may differ from management’s current judgments. While there are a number of accounting policies, methods and estimates that affect our financial statements, the areas that are particularly significant include use of estimates; Class A ordinary shares subject to possible redemption; net income (loss) per ordinary share; and the fair value of assets and liabilities.

~~Item 3.~~Our significant accounting policies are summarized ~~Quantitative~~in ~~and~~Note ~~Qualitative~~2 ~~Disclosures~~to ~~About~~our ~~Market~~financial ~~Risk~~statements.

~~Following the~~Item ~~consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U~~3.S. ~~government~~Quantitative ~~treasury~~and ~~bills,~~Qualitative ~~notes~~Disclosures orAbout ~~bonds~~Market with a maturity of 185 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.Risk

~~Item~~Following the consummation of our Initial Public 4Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. ~~Controls~~government treasury ~~and~~bills, ~~Procedures~~notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

~~Evaluation of~~Item ~~Disclosure~~4. Controls and Procedures

~~Disclosure controls~~Evaluation ~~are procedures that are designed with the objective~~ of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure ~~controls~~Controls ~~are also designed with the objective of ensuring that such information is accumulated~~ and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of June 30, 2022, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of June 30, 2022, our disclosure controls and procedures were effective.Procedures

~~We do~~Disclosure ~~not~~controls ~~expect~~are procedures that ~~our~~are ~~disclosure~~designed with ~~controls~~the ~~and~~objective ~~procedures~~of ~~will~~ensuring ~~prevent~~that ~~all~~information ~~errors~~required ~~and~~to ~~all~~be ~~instances~~disclosed ofin ~~fraud.~~our ~~Disclosure~~reports ~~controls~~filed ~~and procedures,~~under nothe ~~matter~~Exchange ~~how~~Act, ~~well~~such ~~conceived~~as ~~and~~this ~~operated~~Report, is ~~can~~recorded, ~~provide only reasonable~~processed, ~~not absolute~~summarized, ~~assurance~~and ~~that~~reported within the ~~objectives~~time ofperiod specified in the ~~disclosure~~ ~~controls~~SEC’s rules and ~~procedures~~forms. Disclosure controls are ~~met.~~also ~~Further,~~designed with the ~~design~~objective of ~~disclosure~~ensuring ~~controls~~that ~~and~~such ~~procedures~~information ~~must~~is ~~reflect~~accumulated ~~the~~and ~~fact~~communicated ~~that~~to ~~there are~~our ~~resource constraints~~management, ~~and~~including the chief ~~benefits~~executive ~~must~~officer beand ~~considered~~chief ~~relative~~financial toofficer, ~~their~~as ~~costs.~~appropriate ~~Because~~to ofallow ~~the~~timely ~~inherent~~decisions ~~limitations~~regarding inrequired ~~all~~ disclosure ~~controls~~. ~~and~~Our ~~procedures~~management evaluated, nowith ~~evaluation~~the participation of ~~disclosure~~our ~~controls~~current ~~and~~chief ~~procedures~~executive ~~can~~officer ~~provide~~and ~~absolute~~chief ~~assurance~~financial ~~that~~officer ~~we have detected all~~ (our ~~control~~“Certifying ~~deficiencies and instances of fraud~~Officers”), the ifeffectiveness ~~any. The design~~ of our disclosure controls and procedures ~~also~~as isof ~~based~~September ~~partly~~30, on2022, ~~certain assumptions~~pursuant ~~about~~to ~~the~~Rule ~~likelihood~~13a-15(b) ofunder ~~future~~the ~~events,~~Exchange ~~and~~Act. Based ~~there~~upon ~~can~~that beevaluation, noour ~~assurance~~Certifying ~~that~~Officers ~~any~~concluded ~~design~~that, ~~will~~as ~~succeed~~of inSeptember ~~achieving~~30, ~~its~~2022, ~~stated goals~~our ~~under~~disclosure ~~all~~controls ~~potential~~and ~~future~~procedures ~~conditions~~were effective.

~~Changes~~We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in ~~Internal~~all ~~Control~~disclosure ~~over~~controls ~~Financial~~and ~~Reporting~~procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~There were~~Changes ~~no changes~~ in ~~our~~Internal ~~internal~~Control ~~control~~ over ~~financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange~~Financial ~~Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.~~Reporting

18There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~PART II - OTHER INFORMATION~~18

~~Item 1. Legal~~PART ~~Proceedings~~II - OTHER INFORMATION

~~None~~Item 1. Legal Proceedings

~~Item 1A. Risk Factors~~None

~~Factors that~~Item could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 20221A. ~~Any~~Risk of these risk factors could result in a significant or material adverse effect on the Company’s business, financial condition and/or results of operations. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2022.Factors

~~Item 2.~~Factors that could cause our actual results to ~~Unregistered~~differ ~~Sales~~materially from those in this Quarterly Report include the risk factors described in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2022. Any of ~~Equity~~these ~~Securities~~risk factors could result in a significant or material adverse effect on the Company’s business, financial condition and/or ~~Use~~results of ~~Proceeds~~operations. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2022.

~~On September 20,~~Item ~~2021, we consummated the Initial Public Offering of 23,000,000 Units~~2. ~~The~~Unregistered ~~Units~~Sales ~~were sold at an offering price~~ of ~~$10.00~~ ~~per~~Equity ~~unit,~~Securities ~~generating total gross proceeds of $230,000,000. J.P. Morgan, RBC Capital Markets~~ and ~~BTIG~~Use ~~acted as joint book-running managers~~ of the Initial Public Offering. The offer and sale of the securities in the Initial Public Offering were registered under the Securities Act pursuant to the Registration Statement. The Securities and Exchange Commission declared the Registration Statement effective on September 15, 2021.Proceeds

~~Simultaneous with~~On ~~the~~September 20, ~~consummation~~2021, ofwe ~~the~~consummated the Initial Public Offering, ~~the Sponsor consummated the private placement~~ of an23,000,000 ~~aggregate~~Units. ofThe ~~9,666,667~~Units ~~Private Placement~~were ~~Warrants~~sold at aan offering price of $110.5000 per ~~Private Placement Warrant~~unit, generating total ~~proceeds~~gross proceeds of $14230,~~500~~000,000. ~~Each~~J.P. ~~Unit~~Morgan, ~~consists~~RBC ~~of one~~Capital ~~Class A~~Markets ~~ordinary~~and ~~share~~BTIG ~~and~~acted ~~one~~as joint book-~~third~~running managers of ~~one~~the ~~redeemable~~Initial ~~warrant (“~~Public ~~Warrant”)~~Offering. ~~Each~~The ~~whole~~offer and ~~Public~~sale ~~Warrant~~of ~~entitles~~ the ~~holder~~securities toin ~~purchase~~the ~~one~~Initial ~~Class A~~Public ~~ordinary~~Offering ~~share~~were atregistered anunder ~~exercise~~the ~~price~~Securities ofAct ~~$11.50~~pursuant ~~per~~to ~~whole~~the ~~share.~~Registration Statement. The ~~issuance~~Securities ~~was~~and ~~made~~Exchange ~~pursuant to~~Commission declared the ~~exemption~~Registration ~~from~~Statement ~~registration~~effective ~~contained~~on ~~in Section~~September ~~4(a)(2)~~15, ~~of the Securities Act~~2021.

~~The Private~~Simultaneous ~~Placement~~with ~~Warrants~~the ~~are~~consummation ~~identical~~of tothe Initial Public Offering, the ~~warrants~~Sponsor ~~underlying~~consummated the ~~Units~~private ~~sold~~placement inof ~~the~~an ~~Initial~~aggregate ~~Public~~of ~~Offering~~9,666,667 ~~except~~Private ~~that~~Placement ~~the~~Warrants ~~Private~~at a price of $1.50 per Private Placement ~~Warrants~~Warrant, ~~are~~generating ~~not~~total ~~transferable~~proceeds of $14,500,000. ~~assignable~~Each orUnit ~~salable~~consists ~~until~~of ~~after~~one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the ~~completion~~holder to purchase one Class A ordinary share at an exercise price of a$11.50 ~~Business~~per ~~Combination,~~whole ~~subject~~share. The issuance was made pursuant to ~~certain~~the exemption from registration contained in Section 4(a)(2) ~~limited~~of ~~exceptions~~the Securities Act.

OfThe Private Placement Warrants are identical to the ~~gross~~warrants ~~proceeds~~underlying ~~received~~the ~~from~~Units sold in the Initial Public Offering, ~~the~~except ~~exercise~~that of the ~~over-allotment option and the~~ Private Placement Warrants are not transferable, anassignable ~~aggregate~~or salable until after the completion of ~~$236,900,000~~a ~~was~~Business ~~placed~~Combination, insubject ~~the~~to ~~Trust~~certain ~~Account~~limited exceptions.

~~We paid~~Of athe ~~total~~gross ofproceeds $4received from the Initial Public Offering,~~600,000~~ inthe ~~underwriting~~exercise ~~discounts~~of ~~and~~the ~~commissions~~over-allotment option and ~~$762,940~~the ~~for~~Private ~~other~~Placement ~~costs~~Warrants, ~~and~~an ~~expenses~~aggregate ~~related~~of to$236,900,000 ~~the~~was ~~Initial~~placed ~~Public~~in ~~Offering~~the Trust Account.

~~For~~ We paid a ~~description~~total of ~~the~~$4,600,000 ~~use~~in ofunderwriting discounts ~~the~~and ~~proceeds~~commissions ~~generated~~and in$762,940 ~~our~~for ~~Initial~~other ~~Public~~costs ~~Offering,~~and ~~see~~expenses ~~Part~~related I,to ~~Item~~the 2Initial ofPublic ~~this Form 10-Q~~Offering.

19For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

~~Item 3. Defaults Upon Senior Securities~~19

~~None~~Item 3. Defaults Upon Senior Securities

~~Item 4. Mine Safety Disclosures~~None

~~None~~Item 4. Mine Safety Disclosures

~~Item 5. Other Information~~None

~~None~~Item 5. Other Information

~~Item 6. Exhibits~~None

~~The following~~Item ~~exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q~~6. Exhibits

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), 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 its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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

* Filed herewith.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), 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 its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

20* Filed herewith.

~~SIGNATURES~~20

~~In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~SIGNATURES

	SOAR TECHNOLOGY ACQUISITION CORP.
Date: August 10, 2022	By:	/s/ Joe Poulin
	Name:	Joe Poulin
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)
Date: August 10, 2022	By:	/s/ Vicky Bathija
	Name:	Vicky Bathija
	Title:	Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SOAR TECHNOLOGY ACQUISITION CORP.

Date: November 14, 2022	By:	/s/ Joe Poulin
	Name:	Joe Poulin
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

Date: November 14, 2022	By:	/s/ Vicky Bathija
	Name:	Vicky Bathija
	Title:	Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Filing Compare · SOAR Technology Acquisition Corp.