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 ~~September~~March 3031, ~~2022~~ 2023

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

For the transition period from to

Commission File Number: 001-39383

Malacca Straits Acquisition Company Limited

(Exact name of registrant as specified in its charter)

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

Unit 601-2 St. George’s Building 2 Ice House Street Central, Hong Kong		N/A
Unit 601-2 St. George’s Building 2 Ice House Street Central Hong Kong		N/A
(Address of principal executive offices)		(Zip Code)

+852 21060888

(Registrant’s telephone number, including area code)

Not Applicable

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one-half of one redeemable Warrant	MLACU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	MLAC	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share	MLACW	The Nasdaq Stock Market LLC

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

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November~~May 1112, ~~2022~~2023, there were 517,354 Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and 3,593,750 Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares”, together with the Class A ordinary shares, the “ordinary shares”), of the registrant issued and outstanding.

MALACCA STRAITS ACQUISITION COMPANY LIMITED FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2022~~2023

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	1
	Condensed Consolidated Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)	2
	Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022	2
	Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)	3
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2023 and 2022	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 (Unaudited)	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2119
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2624
Item 4.	Controls and Procedures	2624
Part II. Other Information
Item 1.	Legal Proceedings	2725
Item 1A.	Risk Factors	2725
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2928
Item 3.	Defaults Upon Senior Securities	2928
Item 4.	Mine Safely Disclosures	2928
Item 5.	Other Information	2928
Item 6.	Exhibits	2928
Part III . Signatures		3029

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

MALACCA STRAITS ACQUISITION COMPANY LIMITED CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS	~~September~~March 3031, ~~2022~~2023 (unaudited)			December 31, ~~2021~~2022
Current Assets
Cash	$	~~202~~107,~~577~~769		$	~~112~~34,~~687~~262
Prepaid expenses and other current assets		5472,~~875~~500			—80,000
Total Current Assets		~~257~~180,~~452~~269			~~112~~114,~~687~~262
Cash and marketable securities held in Trust Account		48,629,274			143,849,320
Cash held in Trust Account		5,449,007			5,397,789
TOTAL ASSETS	$	485,~~886~~629,~~726~~276		$	~~143~~5,~~962~~512,~~007~~051
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	~~513~~741,~~371~~735		$	~~228~~679,~~477~~207
Promissory notes – related party		2,~~161~~051,~~667~~155			~~600~~2,~~000~~051,155
Promissory note - working capital		519,167			—
Promissory notes - working capital		1,328,000			1,000,000
Class A ordinary shares tendered for redemption (Note 6)		—			96,694,490
Due to affiliate		180,895			180,895
Total Current Liabilities		34,~~194~~301,~~205~~785			973,~~522~~911,~~967~~257
Derivative warrant liabilities		~~497~~925,~~291~~103			4231,~~728,384~~353
Deferred underwriting fee payable		5,031,250			5,031,250
Total Liabilities		810,~~722~~258,~~746~~138			~~107~~9,~~282~~173,~~601~~860
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 4,705,551 at $10.31 per share as of September 30, 2022 and $10.00 per share as of December 31, 2021		48,529,274			47,055,510
Class A ordinary shares subject to possible redemption, 517,354 at $10.53 per share as of March 31, 2023, and $10.43 per share as December 31, 2022, respectively		5,449,007			5,397,789
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized at September 30, 2022 and December 31, 2021		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized at March 31, 2023 and December 31, 2022		—			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,593,750 shares issued and outstanding at September 30, 2022 and December 31, 2021		359			359
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,593,750 shares issued and outstanding at March 31, 2023 and December 31, 2022		359			359
Additional paid-in capital		—			—
Accumulated deficit		(810,~~365~~078,~~653~~228	)		(109,~~376~~059,~~463~~957	)
Total Shareholders’ Deficit		(810,~~365~~077,~~294~~869	)		(109,~~376~~059,~~104~~598	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	485,~~886~~629,~~726~~276		$	~~143~~5,~~962~~512,~~007~~051

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

MALACCA STRAITS ACQUISITION COMPANY LIMITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2022			2021			2022			2021
	2023			2022
Operating costs	$	~~528~~273,~~119~~303		$	~~491~~189,~~275~~342		$	~~950,464~~		$	~~1,112,249~~
Loss from operations		(~~528~~273,~~119~~303	)		(~~491~~189,~~275~~342	)		~~(950,464~~	)		~~(1,112,249~~	)
Other income (expense):
Interest income - bank		—			—			—			2
Interest and dividends earned on investments held in Trust Account		—			4,129
Interest and dividends earned on investments held in Trust Account		194,055			6,317			270,515			27,997
Change in fair value of derivative warrant liabilities		(693,750	)		3,095,687
Change in fair value of derivative warrant liabilities		(18,750	)		6,646,688			4,231,093			7,533,260
Net income (loss)	$	(967,053	)	$	2,910,474
Net income (loss)	$	(352,814	)	$	6,161,730		$	3,551,144		$	6,449,010
Weighted average shares outstanding of Class A ordinary shares		517,354			5,350,181
Weighted average shares outstanding of Class A ordinary shares		4,705,551			14,375,000			4,953,486			14,375,000
Basic and diluted net income (loss) per ordinary share, Class A ordinary shares	$	(0.24	)	$	0.33
Basic and diluted net income (loss) per ordinary share, Class A ordinary shares	$	(0.04	)	$	0.34		$	0.42		$	0.36
Weighted average shares outstanding of Class B ordinary shares		3,593,750			3,593,750
Weighted average shares outstanding of Class B ordinary shares		3,593,750			3,593,750			3,593,750			3,593,750
Basic and diluted net income (loss) per ordinary share, Class B ordinary shares	$	(0.24	)	$	0.33
Basic and diluted net income (loss) per ordinary share, Class B ordinary shares	$	(0.04	)	$	0.34		$	0.42		$	0.36

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

MALACCA STRAITS ACQUISITION COMPANY LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(Unaudited)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~ 30MARCH 31, ~~2022~~2023

	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		-	$	-		3,593,750	$	359	$	-	$	(10,376,463	)	$	(10,376,104	)
Balance – January 1, 2023		-	$	-		3,593,750	$	359	$	-	$	(9,059,957	)	$	(9,059,598	)
Net income		-		-		-		-		-		2,910,474			2,910,474
Net loss		-		-		-		-		-		(967,053	)		(967,053	)
Accretion of shares subject to redemption		-		-		-		-		-		(~~423~~51,~~500~~218	)		(~~423~~51,~~500~~218	)
Accretion of shares tendered for redemption		-		-		-		-		-		(66,570	)		(66,570	)
Balance – March 31, 2023		-	$	-		3,593,750	$	359	$	-	$	(10,078,228	)	$	(10,077,869	)
Balance – March 31, 2022 (unaudited)		-		-		3,593,750		359		-		(7,956,059	)		(7,955,700	)
Net income		-		-		-		-		-		993,484			993,484
Accretion of shares subject to redemption		-		-		-		-		-		(423,500	)		(423,500	)
Balance – June 30, 2022 (unaudited)		-		-		3,593,750		359		-		(7,386,075	)		(7,385,716	)
Net loss		-		-		-		-		-		(352,814	)		(352,814	)
Accretion of shares subject to redemption		-		-		-		-		-		(626,764	)		(626,764	)
Balance – September 30, 2022 (unaudited)		-	$	-		3,593,750	$	359	$	-	$	(8,365,653	)	$	(8,365,294	)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2021~~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, 2021		-	$	-		3,593,750	$	359	$	-	$	(16,426,929	)	$	(16,426,570	)
Balance – January 1, 2022		-	$	-		3,593,750	$	359	$	-	$	(10,376,463	)	$	(10,376,104	)
Net income		-		-		-		-		-		32,~~433~~910,~~863~~474			32,~~433~~910,~~863~~474
Balance – March 31, 2021 (unaudited)		-		-		3,593,750		359		-		(12,993,066	)		(12,992,707	)
Accretion of shares subject to redemption		-		-		-		-		-		(423,500	)		(423,500	)
Net loss		-		-		-		-		-		(3,146,583	)		(3,146,583	)
Accretion of shares tendered for redemption		-		-		-		-		-		(66,570	)		(66,570	)
Balance – June 30, 2021 (unaudited)		-		-		3,593,750		359		-		(16,139,649	)		(16,139,290	)
Balance – March 31, 2022		-	$	-		3,593,750	$	359	$	-	$	(7,956,059	)	$	(7,955,700	)
Net loss		-		-		-		-		-		6,161,730			6,161,730
Balance – September 30, 2021 (unaudited)		-	$	-		3,593,750	$	359	$	-	$	(9,977,919	)	$	(9,977,560	)

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

MALACCA STRAITS ACQUISITION COMPANY LIMITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2022			2021
	2023			2022
Cash Flows from Operating Activities:
Net income	$	3,551,144		$	6,449,010
Net income (loss)	$	(967,053	)	$	2,910,474
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest and dividends earned on marketable securities held in Trust Account		~~(270,515~~-	)		(274,~~997~~129	)
Change in fair value of derivative warrant liabilities		(4693,~~231,093~~750	)		(73,~~533~~095,~~260~~687	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		~~(54~~7,~~874~~500	)		61(44,~~344~~625	)
Accounts payable and accrued expenses		~~284~~62,~~894~~528			5611,~~481~~860
Net cash used in operating activities		(~~720~~203,~~444~~275	)		(~~994~~222,~~422~~107	)
Cash Flows from Investing Activities:
Extension payments made into Trust Account		(151,~~270,500~~218	)		—(423,500	)
Withdrawal from Trust Account upon redemption of 9,669,449 Class A ordinary shares		~~96,761,060~~-			—96,761,060
Net cash provided by investing activities		95(51,~~490,560~~218	)		—96,337,560
Cash Flows from Financing Activities:
Proceeds from promissory notes – related party		2328,~~080,834~~000			~~300~~567,~~000~~334
Redemption of 9,669,449 Class A ordinary shares		~~(96,761,060~~-	)		—(96,761,060	)
Net cash used in financing activities		(94,680,226	)		300,000
Net cash provided by (used in) financing activities		328,000			(96,193,726	)
Net Change in Cash		8973,~~890~~507			(~~694~~78,~~422~~273	)
Cash – Beginning of period		~~112~~34,~~687~~262			~~730~~112,~~837~~687
Cash – Ending of period	$	~~202~~107,~~577~~769		$	3634,~~415~~414

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

MALACCA STRAITS ACQUISITION COMPANY LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~SEPTEMBER~~MARCH 3031, ~~2022~~2023

(Unaudited)

Note 1 — Description of Organization and Business Operations

Malacca Straits Acquisition Company Limited (formerly known as “Bilbao Street Limited,” the “Company”) was incorporated in the Cayman Islands on July 17, 2019. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company changed its name to “Malacca Straits Acquisition Company Limited” on February 26, 2020.

The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

All activity through ~~September~~March 3031, ~~2022~~2023 relates to the Company’s formation, the initial public offering (the “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 its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on July 14, 2020. On July 17, 2020, the Company consummated the Initial Public Offering of 12,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $125,000,000 which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement (the “Private Placement”) to Malacca Straits Management Company Limited (the “Sponsor”), generating gross proceeds of $4,000,000, which is described in Note 4.

Following the closing of the Initial Public Offering on July 17, 2020, an amount of $125,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States, which had been 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 money market funds selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association then in effect (the “Amended and Restated Memorandum and Articles of Association”) to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity and (iii) the redemption of all of the Public Shares if the Company is unable to complete its initial Business Combination within the Combination Period, subject to applicable law. To mitigate the risk that the Company may be deemed to be an investment company for purposes of the Investment Company Act, in September 2022 the Company instructed the trustee of its Trust Account to liquidate the assets held in the Trust Account and instead hold all funds in a demand deposit account at a bank.

MALACCA STRAITS ACQUISITION COMPANY LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~SEPTEMBER~~MARCH 3031, ~~2022~~2023

(Unaudited)

On July 21, 2020, the underwriters exercised their over-allotment option in full, resulting in an additional 1,875,000 Units issued for an aggregate amount of $18,750,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 375,000 Private Placement Warrants at $1.00 per Private Placement Warrant, generating total proceeds of $375,000. A total of $18,750,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $143,750,000.

Transaction costs amounted to $8,394,954, consisting of $2,875,000 of underwriting fees, $5,031,250 of deferred underwriting fees and $488,704 of other offering costs. Transaction costs of $186,456 attributable to the warrants were expensed during the year ended December 31, 2020.

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 Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the Nasdaq Stock Market LLC, the stock exchange on which the Company lists its securities, require that the Company’s initial Business Combination must be with one or more target businesses that have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company signing a definitive agreement in connection with the initial Business Combination. The Company will only complete a Business Combination if the post-transaction 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 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 complete a Business Combination successfully.

The Company will provide the holders of its issued and outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a 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. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and net of taxes payable), divided by the number of then issued and outstanding Public Shares. The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (see Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and after payment of underwriters’ fees and commissions or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the initial Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 4) and Public Shares held by it in favor of approving a Business Combination. Additionally, Public Shareholders 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.

MALACCA STRAITS ACQUISITION COMPANY LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~SEPTEMBER~~MARCH 3031, ~~2022~~2023

(Unaudited)

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

The Sponsor and the Company’s officers and directors have agreed to waive (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete its initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the Combination Period).

On December 27, 2021, the Company held its 2021 annual general meeting of shareholders and approved, among other things, an amendment to the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a Business Combination (the “First Extension Amendment”). The First Extension Amendment extended the date by which the Company must consummate a Business Combination from January 17, 2022 (which was 18 months from the closing of the Initial Public Offering) to October 17, 2022 (or such earlier date as determined by the board of directors of the Company (the “Board”)). In connection with the First Extension Amendment, shareholders holding 9,669,449 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the Trust Account (the “First Extension Redemption”). On January 7, 2022, the Company paid from the Trust Account an aggregate amount of $96,761,060, or approximately $10.00 per share to redeeming shareholders in the First Extension Redemption. For each one-month extension, the Sponsor agreed to contribute to the Company, as a loan, $0.03 for each Public Share not redeemed in connection with the First Extension Amendment (the “First Contribution”). First Contributions in the amount of $141,167 are payable monthly through the Company’s extension date in October 2022 (if the Sponsor fully extends the term the Company has to complete an initial Business Combination). ~~For the nine months ended September 30, 2022, $1,270,500 was borrowed under the Promissory Notes (see Note 4) and deposited in the Trust Account.~~ The Sponsor has the sole discretion whether to continue extending for additional calendar months until October 17, 2022.

On ~~October~~ October 12, 2022, the Company held its 2022 annual general meeting of shareholders and approved, among other things, an amendment to the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a Business Combination (the “Second Extension Amendment”). The Second Extension Amendment extended the date by which the Company must consummate a Business Combination from October 17, 2022 to July 17, 2023 (or such earlier date as determined by the Board). In connection with the Second Extension Amendment, shareholders holding 4,188,197 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the Trust Account (the “Second Extension Redemption”). In October 2022, the Company paid from the Trust Account an aggregate amount of $43,282,728, or approximately $10.33 per share, to redeeming shareholders in the Second Extension Redemption. For each one-month extension, the Sponsor agreed to contribute to the Company, as a loan, $0.033 for each Public Share not redeemed in connection with the Second Extension Amendment (the “Second Contribution”). Second Contributions in the amount of $~~153~~17,~~655~~073 are payable monthly through the Company’s extension date in July 2023 (if the Sponsor fully extends the term the Company has to complete an initial Business Combination). The ~~Sponsor~~ Sponsor has the sole discretion whether to continue extending for additional calendar months until July 17, 2023.

The Company must consummate a Business Combination by July 17, 2023 (if the Sponsor fully extends the term the Company has to complete an initial Business Combination) (such date, as may be extended pursuant to any further amendments to the Amended and Restated Memorandum and Articles of Association, the “Combination Period”). 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 the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, ~~subject~~ subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the ~~requirements~~ 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.

MALACCA STRAITS ACQUISITION COMPANY LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~SEPTEMBER~~MARCH 3031, ~~2022~~2023

(Unaudited)

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) 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 the Initial Public Offering price per Unit ($10.00).

On ~~September~~ September 26, 2022, the Company entered into an Agreement and Plan of Merger with Indiev, Inc, a California corporation (“Indiev”), MLAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), the Sponsor and the other parties thereto (as may be amended and/or restated from time to time, the “Merger Agreement”). Pursuant to the ~~terms~~ terms of the Merger Agreement, (i) prior to closing (the “Closing”) of the transactions contemplated by the Merger Agreement (collectively, the “Transactions”), Indiev shall convert from a corporation incorporated under the laws of the State of California into a Delaware corporation (the “Conversion”), and the Company will continue out of the Cayman Islands and into the State of Delaware to re-domicile and become a Delaware corporation (the “Domestication”), and (ii) at the Closing , Merger Sub will merge with and into Indiev (the “Merger”), with Indiev continuing as the surviving entity and wholly-owned subsidiary of the Company (“New INDI”), and with each Indiev stockholder receiving shares of the Company’s common stock at the Closing. Simultaneously with entering into the Merger Agreement, the Company entered into a Subscription Agreement with Mr. Hai Shi (“PIPE Investor”) to purchase a total of 1.5 million shares of the Company’s Class A common stock (after giving effect to the Domestication) in a private investment in public equity (“PIPE”) in the Company at $10.00 per share with aggregate gross proceeds to of $15,000,000, to be consummated immediately prior the Closing, but after the Domestication.

In connection with the Transactions, Indiev stockholders will receive a number of shares of New INDI common stock having an aggregate value of $600,000,000, subject to the following adjustments: the aggregate value will be decreased by the amount of Indiev’s indebtedness, net of cash and cash equivalents, unpaid transaction expenses and transaction bonuses, in each case, as of the Closing, and the aggregate value will be increased by the amount by which the Company’s transaction expenses exceed $5 million, unless the Sponsor elects to instead pay such excess to the Company in cash to cancel a number of Class B ordinary shares of the Company held by the Sponsor equal to the amount of such excess (with each Class B ordinary share valued at $10).

In addition, the Indiev stockholders immediately prior to the Transactions (the “Earnout Participants”) will, as a group, have the contingent right to receive up to an additional 20,000,000 shares of New INDI common stock (the “Earnout Shares”) as follows: (i) the Earnout Participants will receive 5,000,000 of the Earnout Shares if the Company’s consolidated net sales of electric automobile vehicles for the 12-month period beginning with the start of the first calendar quarter starting after the Closing (the “First Sales Earnout Year”) is at least 400, at an average effective pre-tax sales price of $55,000 per vehicle, and will receive another 10,000,000 of the Earnout Shares if the consolidated net sales of electric automobile vehicles for next 12-month period after the First Sales Earnout Year is at least 2,000, at an average effective pre-tax sales price of $55,000 per vehicle. The Earnout Participants will receive another 5,000,000 of the Earnout Shares if the volume weighted average stock price of New INDI common stock is at least $12.50 per share for any 20 trading day period within any 30 trading day period beginning 150 days after the Closing until December 31, 2024. For more information about the Transactions and the PIPE, see the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2022 and Registration Statement on Form S-4 on February 3, 2023.

MALACCA STRAITS ACQUISITION COMPANY LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~SEPTEMBER~~MARCH 3031, ~~2022~~2023

(Unaudited)

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the assets in the Trust Account, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except 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”). Moreover, 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 (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Going Concern

As of ~~September~~March 3031, ~~2022~~2023, the Company had approximately $~~202~~108,000 in its operating bank accounts available to fund a Business Combination. As of ~~September~~March 3031, ~~2022~~2023, the Company’s working ~~capital~~ capital deficit was approximately $24,~~937~~173,000. In order to finance transaction costs in connection with a Business Combination, the Sponsor or or an affiliate of the Sponsor, may, but is not obligated to, loan the Company funds as may be required (“Working Capital Loans”) (see Note 4). As discussed in Note 4, the Sponsor has ~~advanced~~lent the Company $21,~~680~~328,~~834~~000 through ~~September~~March 3031, ~~2022~~2023 ~~and an additional $141,167 subsequent to September 30, 2022~~ under the ~~agreements~~Working ~~for~~Capital ~~the Promissory~~ Notes (as defined in Note 4).

In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), the Company does not currently have adequate liquidity to sustain operations, which consist solely of pursuing a Business Combination. While the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. Additionally, the Company has determined that if the Company is unable to complete a Business Combination ~~during~~ within the Combination Period, including any extension of the Combination Period that may be approved by ~~July~~the 17shareholders, ~~2023,~~ then the Company will cease all operations except for the purpose of liquidating. The Company’s liquidity requirements, date for mandatory liquidation and subsequent redemption of shares 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 the Combination Period. The Company intends to complete a Business Combination before the mandatory liquidation date.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) 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 consolidated 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 consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022, as filed with the SEC on March 31, ~~2022~~2023.

The interim results for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2022~~2023 or for any future interim periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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.

MALACCA STRAITS ACQUISITION COMPANY LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~SEPTEMBER~~MARCH 3031, ~~2022~~2023

(Unaudited)

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

Use of Estimates

The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

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 events. One of the more significant accounting estimates included in the accompanying unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). 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 are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, 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 ~~September~~March 3031, ~~2022~~ 2023 and December 31, ~~2021~~2022, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the accompanying ~~unaudited~~ condensed consolidated balance sheets.

10The 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. Immediately upon the closing of the Initial Public Offering, and redemption of a portion of Class A ordinary shares in January 2022 and October 2022, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

~~MALACCA~~At March ~~STRAITS~~31, ~~ACQUISITION~~2023 ~~COMPANY~~and ~~LIMITED NOTES~~December TO31, ~~CONDENSED~~2022, ~~CONSOLIDATED~~the ~~FINANCIAL~~Class ~~STATEMENTS~~A ordinary shares reflected in the accompanying unaudited condensed consolidated balance ~~SEPTEMBER~~sheets ~~30,~~are ~~2022~~reconciled in the following table:

(Unaudited)

Gross proceeds	$	143,750,000
Less:
Proceeds allocated to Public Warrants		(3,090,625	)
Class A ordinary shares issuance costs		(8,208,498	)
Plus:
Accretion of carrying value to redemption value		11,299,123
Class A ordinary shares subject to possible redemption		143,750,000
Class A ordinary shares redeemed from the Trust Account		(140,043,788	)
Accretion of shares subject to redemption		1,691,577
Class A ordinary shares subject to possible redemption as of December 31, 2022	$	5,397,789
Accretion of shares subject to redemption		51,218
Class A ordinary shares subject to possible redemption as of March 31, 2023	$	5,449,007

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, and redemption of a portion of Class A ordinary shares in January 2022, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.10

AtMALACCA STRAITS ~~September~~ACQUISITION ~~30,~~COMPANY ~~2022~~LIMITED NOTES ~~and~~TO ~~December~~CONDENSED ~~31,~~CONSOLIDATED ~~2021,~~FINANCIAL ~~the~~STATEMENTS ~~Class~~MARCH A31, ~~ordinary shares reflected in the accompanying unaudited condensed consolidated balance sheets are reconciled in the following table:~~2023

	September 30, 2022			December 31, 2021
Gross proceeds	$	143,750,000		$	143,750,000
Less:
Proceeds allocated to Public Warrants		(3,090,625	)		(3,090,625	)
Class A ordinary shares issuance costs		(8,208,498	)		(8,208,498	)
Plus:
Accretion of carrying value to redemption value		11,299,123			11,299,123
Class A ordinary shares subject to possible redemption		143,750,000			143,750,000
Class A ordinary shares tendered for redemption		-			(96,694,490	)
Accretion of shares tendered for redemption		66,570			-
Class A ordinary shares redeemed from the Trust Account		(96,761,060	)		-
Accretion of shares subject to redemption		1,473,764			-
Class A ordinary shares subject to possible redemption	$	48,529,274		$	47,055,510

(Unaudited)

Offering Costs

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 amounting to $8,394,984, of which $8,208,498 was charged to shareholders’ deficit upon the completion of the Initial Public Offering and $186,486 of costs allocated to the warrants was charged to operations.

11Warrant Liability

~~MALACCA~~The Company ~~STRAITS~~accounts ~~ACQUISITION~~for ~~COMPANY~~warrants ~~LIMITED~~as either equity-classified or liability-classified instruments based on an assessment of the warrant’s ~~NOTES~~specific TOterms ~~CONDENSED~~and ~~CONSOLIDATED~~applicable ~~FINANCIAL~~authoritative ~~STATEMENTS~~guidance in ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC ~~SEPTEMBER~~815”). 30The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, ~~2022~~meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed consolidated statements of operations. The fair value of the Private Placement Warrants was estimated using quoted price in an active market (~~Unaudited~~see Note 8). For periods subsequent to the detachment of the Public Warrants (as defined in Note 3) from the Units, the close price of the Public Warrant price was used as the fair value of the Public Warrants at each relevant date.

~~Warrant Liability~~Income Taxes

~~The~~FASB ASC ~~Company~~Topic ~~accounts~~740, ~~for~~“Income ~~warrants~~Taxes”, asprescribes ~~either~~a ~~equity-classified or~~recognition ~~liability-classified~~threshold ~~instruments~~and ~~based~~a onmeasurement anattribute ~~assessment~~for of the ~~warrant’s~~financial ~~specific~~statement recognition ~~terms~~ and ~~applicable~~measurement ~~authoritative~~of ~~guidance in~~tax ~~ASC~~positions ~~480~~taken ~~and~~or ~~FASB~~expected ~~ASC~~to ~~Topic~~be ~~815,~~taken ~~“Derivatives~~in ~~and~~a ~~Hedging”~~tax ~~(“ASC 815”)~~return. ~~The~~For ~~assessment~~those ~~considers~~benefits ~~whether~~to ~~the warrants~~be ~~are~~recognized, ~~freestanding~~a ~~financial~~tax position ~~instruments~~must ~~pursuant~~be tomore ~~ASC~~likely ~~480,~~than ~~meet~~not ~~the~~to ~~definition~~be ofsustained aupon ~~liability~~examination ~~pursuant~~by totaxing ~~ASC~~authorities. ~~480,~~The ~~and~~Company’s ~~whether~~management determined that the ~~warrants~~Cayman ~~meet~~Islands ~~all~~is of the ~~requirements~~Company’s ~~for~~major ~~equity~~tax ~~classification~~jurisdiction. ~~under~~The ~~ASC~~Company ~~815,~~recognizes ~~including~~accrued ~~whether~~interest ~~the~~and ~~warrants~~penalties ~~are~~related to ~~indexed~~unrecognized totax ~~the~~benefits ~~Company’s own~~as ~~ordinary~~income ~~shares,~~tax ~~among~~expense. ~~other~~As ~~conditions~~of ~~for~~March ~~equity~~31, ~~classification.~~2023 ~~This~~and ~~assessment~~December 31, ~~which~~2022, ~~requires~~there ~~the~~were ~~use~~no ofunrecognized ~~professional~~tax ~~judgment,~~benefits isand ~~conducted~~no atamounts ~~the~~accrued ~~time~~for ofinterest ~~warrant~~and ~~issuance~~penalties. ~~and~~The asCompany is currently not aware of ~~each~~any ~~subsequent~~issues ~~quarterly~~under ~~period~~review ~~end~~that ~~date~~could ~~while~~result ~~the~~in significant ~~warrants~~payments, ~~are~~accruals ~~outstanding~~or material deviation from its position.

~~For issued or modified warrants that meet all~~The ofCompany ~~the~~is ~~criteria~~considered ~~for equity classification, the warrants are required~~ to be ~~recorded~~an asexempted aCayman ~~component~~Islands ofcompany ~~additional~~with ~~paid-in~~no ~~capital~~connection atto ~~the time~~any ofother ~~issuance.~~taxable ~~For~~jurisdiction ~~issued~~and oris ~~modified warrants that do~~ presently not ~~meet~~subject ~~all the criteria for equity classification, the warrants are required~~ to beincome ~~recorded~~taxes asor ~~liabilities~~income attax ~~their~~filing ~~initial~~requirements ~~fair value on the date of issuance, and each balance sheet date thereafter. Changes~~ in ~~the~~ ~~estimated fair value of~~ the ~~warrants~~Cayman ~~are~~Islands ~~recognized as a non-cash gain~~ or ~~loss on~~ the ~~unaudited~~United ~~condensed consolidated statements of operations~~States. ~~The~~As fair value of the Private Placement Warrants was estimated using a Modified Black-Scholes Option Pricing Model (see Note 8). For periods subsequent to the detachment of the Public Warrants (as defined in Note 3) from the Unitssuch, the ~~close price of the~~Company’s ~~Public~~tax ~~Warrant~~provision ~~price~~ was ~~used~~zero asfor the ~~fair~~periods ~~value of the Public Warrants at each relevant date~~presented.

Net Income ~~Taxes~~(Loss) Per Ordinary Share

~~FASB ASC Topic 740, “Income Taxes”,~~The ~~prescribes~~Company acomplies ~~recognition~~with ~~threshold and a measurement attribute for~~ the ~~financial~~accounting ~~statement recognition~~ and ~~measurement~~disclosure requirements of ~~tax~~FASB ~~positions taken~~ASC orTopic ~~expected~~260, to“Earnings bePer ~~taken in a tax return~~Share”. ~~For~~Net ~~those~~income (loss) ~~benefits~~per toordinary beshare ~~recognized,~~is acomputed ~~tax~~by ~~position~~dividing ~~must~~net beincome ~~more~~(loss) ~~likely than not to be sustained upon examination~~ by ~~taxing~~the ~~authorities.~~weighted ~~The~~average ~~Company’s~~number ~~management~~of ~~determined~~ordinary ~~that~~shares ~~the~~outstanding ~~Cayman Islands is~~ for the ~~Company’s major~~period. ~~tax~~Income ~~jurisdiction.~~or ~~The~~loss ~~Company~~is ~~recognizes~~allocated ~~accrued~~on ~~interest~~a ~~and~~pro ~~penalties~~rata ~~related~~basis to ~~unrecognized~~each ~~tax~~of ~~benefits~~the astwo ~~income~~classes ~~tax expense. As~~ of ~~September~~ordinary ~~30,~~shares. ~~2022~~Accretion ~~and~~associated ~~December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.~~with ~~The~~the ~~Company~~redeemable isshares ~~currently not aware~~ of ~~any~~Class ~~issues~~A ~~under~~ordinary ~~review~~shares ~~that~~is ~~could~~excluded ~~result~~from inearnings ~~significant~~per ~~payments,~~share ~~accruals~~as orthe ~~material~~redemption ~~deviation from~~value ~~its~~approximates ~~position~~fair value.

The ~~Company~~calculation isof ~~considered~~diluted tonet beincome an(loss) ~~exempted Cayman~~per ~~Islands~~share ~~company~~does ~~with~~not noconsider the effect of the warrants issued in connection towith ~~any~~the ~~other~~(i) ~~taxable~~Initial ~~jurisdiction~~Public Offering, and (ii) the Private Placement since the exercise of the warrants is ~~presently~~contingent ~~not~~upon ~~subject~~the tooccurrence ~~income~~of ~~taxes~~future orevents. ~~income~~The ~~tax~~warrants ~~filing~~are exercisable to purchase 11,562,500 ~~requirements~~Class A ordinary shares in the ~~Cayman~~aggregate. ~~Islands~~As of March 2023 and 2022, 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 ~~United~~earnings ~~States~~of the Company. As ~~such~~a result, diluted net income (loss) per ordinary share is the ~~Company’s~~same ~~tax~~as ~~provision~~basic ~~was~~net ~~zero~~income (loss) per ordinary share for the periods presented.

12The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

MALACCA STRAITS ACQUISITION COMPANY LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2022

	For the three months ended March 31, 2023						For the three months ended March 31, 2022
	Class A			Class B			Class A		Class B
Numerator:
Allocation of net income (loss), as adjusted	$	(121,697	)	$	(845,356	)	$	1,650,185	$	1,260,289
Denominator:
Basic and diluted weighted average shares outstanding		517,354			3,593,750			5,350,181		3,593,750
Basic and diluted net income (loss) per ordinary share	$	(0.24	)	$	(0.24	)	$	0.33	$	0.33

~~(Unaudited)~~11

~~Net~~MALACCA STRAITS ~~Income~~ACQUISITION ~~(Loss)~~COMPANY ~~Per~~LIMITED NOTES ~~Ordinary~~TO ~~Share~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023

~~The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income~~ (~~loss~~Unaudited) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Income or loss is allocated on a pro rata basis to each of the two classes of ordinary shares. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

~~The calculation of diluted income (loss) per share~~Concentration ~~does not consider the effect~~ of ~~the~~Credit 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 11,562,500 Class A ordinary shares in the aggregate. As of September 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 earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.Risk

~~The~~Financial ~~following~~instruments ~~table~~that ~~reflects~~potentially subject the ~~calculation~~Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal ~~basic~~Deposit ~~and~~Insurance ~~diluted~~Corporation ~~net~~coverage ~~income~~limit (of $250,000. Any loss) ~~per~~incurred ~~ordinary~~or ~~share~~a ~~(in~~lack ~~dollars~~of access to such funds could have a significant adverse impact on the Company’s financial condition, ~~except~~results ~~per~~of ~~share~~operations, ~~amounts):~~and cash flows.

	For the three months ended September 30, 2022						For the three months ended September 30, 2021				For the nine months ended September 30, 2022				For the nine months ended September 30, 2021
	Class A			Class B			Class A		Class B		Class A		Class B		Class A		Class B
Numerator:
Allocation of net income (loss), as adjusted	$	(200,039	)	$	(152,775	)	$	4,929,384	$	1,232,346	$	2,058,039	$	1,493,105	$	5,159,208	$	1,289,802
Denominator:
Basic and diluted weighted average shares outstanding		4,705,551			3,593,750			14,375,000		3,593,750		4,953,486		3,593,750		14,375,000		3,593,750
Basic and diluted net income (loss) per ordinary share	$	(0.04	)	$	(0.04	)	$	0.34	$	0.34	$	0.42	$	0.42	$	0.36	$	0.36

Fair Value of Financial Instruments

13The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the Company’s accompanying unaudited condensed consolidated balance sheets, primarily due to their short-term nature, except for derivative warrant liabilities (see Note 8). The Company invests in U.S. Treasury securities which are comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. To mitigate the risk that the Company may be deemed to be an investment company for purposes of the Investment Company Act, in September 2022 the Company instructed the trustee of its Trust Account to liquidate the assets held in the Trust Account and instead hold all funds in a demand deposit account at a bank.

~~MALACCA~~The Company ~~STRAITS~~follows ~~ACQUISITION~~the ~~COMPANY~~guidance ~~LIMITED NOTES~~in TOASC ~~CONDENSED~~820 ~~CONSOLIDATED~~for ~~FINANCIAL~~its ~~STATEMENTS~~financial assets and liabilities that are re-measured and reported at fair value at each ~~SEPTEMBER~~reporting 30period, ~~2022~~and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

~~(Unaudited)~~Recent Accounting Pronouncements

~~Concentration~~The Company’s ofmanagement ~~Credit~~does ~~Risk~~not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements.

~~Financial instruments that potentially subject~~Note ~~the~~3 ~~Company~~— toInitial ~~concentrations~~Public of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account, and management believes the Company is not exposed to significant risks on such account.Offering

~~Fair~~Pursuant to ~~Value~~the Initial Public Offering, the Company sold 12,500,000 Units, at a purchase price of ~~Financial~~$10.00 ~~Instruments~~per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). On July 21, 2020, in connection with the underwriters’ exercise of the over-allotment option in full, the Company sold an additional 1,875,000 Units at a price of $10.00 per Unit. Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7).

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the Company’s accompanying unaudited condensed consolidated balance sheets, primarily due to their short-term nature, except for derivative warrant liabilities (see Note ~~8). The Company invests in U.S. Treasury securities~~ ~~which~~4 ~~are~~— ~~comprised~~Related ofParty U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. To mitigate the risk that the Company may be deemed to be an investment company for purposes of the Investment Company Act, in September 2022 the Company instructed the trustee of its Trust Account to liquidate the assets held in the Trust Account and instead hold all funds in a demand deposit account at a bank.Transactions

~~The Company follows the guidance in ASC 820 for~~Founder 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.Shares

~~Recent~~In March ~~Accounting~~2020, ~~Pronouncements~~the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 2,875,000 Class B ordinary shares (the “Founder Shares”). In June 2020, the Company declared a share dividend of 0.25 of a share for each Class B ordinary share in issue, resulting in the Sponsor holding an aggregate of 3,593,750 Founder Shares. All shares have been retroactively stated to reflect the share dividend. The Founder Shares included an aggregate of up to 468,750 shares that were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. In connection with the underwriters’ exercise of the over-allotment option in full, 468,750 Founder Shares are no longer subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s ~~management~~Business ~~does~~Combination ~~not~~or ~~believe~~(ii) subsequent to a Business Combination, (x) if the last ~~that~~sale ~~any~~price ~~recently~~of ~~issued~~the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, ~~but~~share consolidations, ~~not~~share ~~yet~~capitalizations, ~~effective~~rights issuances, ~~accounting~~reorganizations, ~~standards~~recapitalizations ifand ~~currently~~the ~~adopted~~like) ~~would~~for ~~have~~any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s Business Combination or (y) the date following the completion of a ~~material~~Business ~~effect~~Combination on which the ~~accompanying~~Company completes a liquidation, merger, share exchange, reorganization or other similar transaction ~~unaudited~~that ~~condensed~~results ~~consolidated~~in ~~financial~~all ~~statements~~of the Company’s Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

~~Note 3 — Initial Public Offering~~12

~~Pursuant to the Initial Public Offering, the Company~~MALACCA ~~sold~~STRAITS ~~12,500,000~~ACQUISITION ~~Units,~~COMPANY ~~at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable~~LIMITED ~~warrant~~NOTES ~~(“Public~~TO ~~Warrant”).~~CONDENSED OnCONSOLIDATED ~~July~~FINANCIAL ~~21, 2020, in connection with the underwriters’ exercise of the over-allotment option~~STATEMENTS inMARCH ~~full~~31, the Company sold an additional 1,875,000 Units at a price of $10.00 per Unit. Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7).2023

~~Note 4 — Related Party Transactions~~(Unaudited)

~~Founder Shares~~Private Placement

InSimultaneously with ~~March~~the ~~2020~~closing of the Initial Public Offering, the Sponsor ~~paid~~purchased ~~$25~~4,000,000 toPrivate ~~cover certain~~Placement ~~offering~~Warrants ~~costs~~at a price of ~~the~~$1.00 ~~Company~~per inPrivate Placement ~~consideration~~Warrant, for 2an aggregate purchase price of $4,~~875~~000,000. ~~Class~~On BJuly ~~ordinary~~21, ~~shares~~2020, ~~(the~~in ~~“Founder~~connection ~~Shares”).~~with Inthe ~~June~~underwriters’ exercise ~~2020~~of the over-allotment option in full, the ~~Company~~Sponsor ~~declared~~purchased aan ~~share~~additional ~~dividend~~375,000 Private Placement Warrants at a price of 0$1.2500 ofper Private aPlacement ~~share~~Warrant. ~~for~~The ~~each~~Private ~~Class~~Placement BWarrants ~~ordinary~~were ~~share~~deemed into ~~issue,~~be ~~resulting~~derivative inwarrant liabilities at issuance and recorded at fair value. Amounts paid by the Sponsor ~~holding an~~in ~~aggregate~~excess of 3the warrants fair value ($2,~~593~~473,~~750~~094) ~~Founder~~were ~~Shares.~~treated ~~All~~as ~~shares~~a ~~have~~capital ~~been~~contribution. ~~retroactively~~Each Private ~~stated~~Placement Warrant is exercisable to ~~reflect~~purchase ~~the~~one Class A ordinary share ~~dividend~~at a price of $11.50 ~~The~~per ~~Founder~~share, ~~Shares~~subject to adjustment ~~included~~(see anNote ~~aggregate~~7). A portion of upthe toproceeds ~~468,750~~from ~~shares~~the ~~that~~Private ~~were~~Placement ~~subject~~Warrants towere ~~forfeiture~~added to the ~~extent~~proceeds ~~that~~from the ~~underwriters’~~Initial ~~over-allotment~~Public Offering ~~option~~held ~~was~~in ~~not~~the ~~exercised~~Trust inAccount. ~~full~~If orthe inCompany ~~part,~~does sonot ~~that~~complete ~~the~~a ~~number~~Business ofCombination ~~Founder~~within ~~Shares~~the ~~would~~Combination ~~equal~~Period, ~~20%~~the ofproceeds from the sale ~~Company’s~~of ~~issued~~the ~~and~~Private ~~outstanding ordinary~~Placement ~~shares~~Warrants ~~after~~will ~~the~~be ~~Initial~~used ~~Public~~to ~~Offering.~~fund Inthe ~~connection~~redemption ~~with~~of the ~~underwriters’~~Public ~~exercise~~Shares of(subject to the ~~over-allotment~~requirements ~~option~~of inapplicable ~~full~~law), ~~468,750~~and ~~Founder~~the ~~Shares~~Private ~~are~~Placement noWarrants ~~longer~~will ~~subject~~expire ~~to forfeiture~~worthless.

~~The Sponsor has agreed, subject to limited exceptions,~~Promissory ~~not~~Notes to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s Business Combination or (ii) subsequent to a Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and ~~the~~Advances ~~like)~~– ~~for~~Related any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s Business Combination or (y) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.Party

14On March 31, 2020, the Company issued an unsecured promissory note (the “IPO Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The IPO Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 or (ii) the completion of the Initial Public Offering. The outstanding balance under the IPO Promissory Note of $246,330 was repaid upon the closing of the Initial Public Offering on July 17, 2020.

~~MALACCA~~The Company ~~STRAITS~~issued ~~ACQUISITION~~four ~~COMPANY~~unsecured ~~LIMITED~~promissory notes (the “Working Capital Notes”) in the amount of up to $300,000, $300,000, $1,000,000 ~~NOTES~~and TO$1,000,000 ~~CONDENSED~~on ~~CONSOLIDATED~~August ~~FINANCIAL~~2, ~~STATEMENTS~~2021, October 20, 2021, March 29, 2022 and March 31, 2023, respectively, for costs in connection with the ~~SEPTEMBER~~Company’s 30initial Business Combination or as general working capital. The Working Capital Notes are non-interest bearing and payable (subject to the waiver against trust provisions) at the earlier of (i) the date on which the initial Business Combination is consummated or (ii) the date of liquidation of the Company. The Working Capital Notes are not convertible into equity or warrants. As of March 31, 2023 and December 31, 2022, the Company had $1,328,000 and $1,000,000 in outstanding borrowings under the Working Capital Notes, respectively.

The Company issued two unsecured promissory notes (~~Unaudited~~the “Extension Notes”) in the amount of $1,297,500 and $153,655 on March 29, 2022 and October 17, 2022, respectively, as extension payments for the First Extension Amendment and Second Extension Amendment, respectively. The Extension Notes are non-interest bearing and payable (subject to the waiver against trust provisions) at the earlier of (i) the date on which the initial Business Combination is consummated or (ii) the date of liquidation of the Company. The Extension Notes are not convertible into equity or warrants. As of March 31, 2023 and December 31, 2022, the Company had $2,051,155 in outstanding borrowings under the Extension Notes.

~~Private~~The outstanding ~~Placement~~borrowings on the Working Capital Notes and Extension Notes are included in the “Promissory notes – working capital” line item on the accompanying unaudited condensed consolidated balance sheets.

~~Simultaneously~~An affiliate ~~with the closing~~ of the ~~Initial Public~~Company ~~Offering,~~advanced ~~the Sponsor purchased 4,000,000 Private Placement Warrants at a price of~~ $~~1.00 per Private Placement Warrant~~180,895 for ~~an aggregate~~costs ~~purchase price~~ of ~~$4,000,000.~~certain Onregulatory ~~July~~fees ~~21,~~incurred ~~2020,~~by ~~in connection with~~ the ~~underwriters’ exercise of the over-allotment option in full, the Sponsor purchased an additional 375,000 Private Placement Warrants at a price of $1~~Company.00 ~~per~~The ~~Private~~Company ~~Placement~~will ~~Warrant.~~reimburse ~~The~~this ~~Private~~amount ~~Placement Warrants were deemed~~ to ~~be derivative warrant liabilities at issuance and recorded at fair value. Amounts paid by~~ the ~~Sponsor~~ affiliate in ~~excess of the warrants fair value ($2,473,094) were treated as a capital contribution~~2023. ~~Each~~Both ~~Private Placement Warrant is exercisable to purchase one Class A ordinary share~~ at aMarch ~~price~~31, of2023 ~~$11.50~~and ~~per~~December ~~share~~31, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period2022, the ~~proceeds~~balance ~~from~~due ~~the sale of the Private Placement Warrants will be used~~ to ~~fund~~ the ~~redemption~~affiliate oftotaled ~~the Public Shares (subject to the requirements of applicable law)~~$180, ~~and the Private Placement Warrants will expire worthless~~895.

~~Promissory Notes –~~ Related Party Loans

OnIn order ~~March~~to ~~31,~~finance ~~2020,~~transaction ~~the~~costs ~~Company~~in ~~issued~~connection anwith ~~unsecured promissory~~a ~~note~~Business (Combination, the ~~“IPO~~Sponsor ~~Promissory~~or ~~Note”)~~an toaffiliate of the Sponsor, ~~pursuant~~or tocertain of ~~which~~ the Company’s ~~may~~officers ~~borrow~~and updirectors tomay, anbut ~~aggregate~~are ~~principal amount~~not ofobligated ~~$300~~to,~~000.~~ ~~The~~loan ~~IPO~~the ~~Promissory~~Company ~~Note~~funds ~~was~~as ~~non-interest~~may ~~bearing~~be ~~and~~required ~~payable~~as onWorking Capital Loans. If the ~~earlier~~Company ofcompletes ~~(i)~~a ~~December~~Business 31Combination, ~~2020~~the orCompany ~~(ii)~~may repay the ~~completion~~Working Capital Loans. Otherwise, the Working Capital Loans may be repaid only out of ~~the~~funds ~~Initial~~held ~~Public~~outside ~~Offering~~the Trust Account. The ~~outstanding~~Working ~~balance~~Capital ~~under~~Loans ~~the~~would ~~IPO~~either ~~Promissory~~be ~~Note~~repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $~~246~~1,~~330~~500,000 ~~was~~of ~~repaid~~such ~~upon~~Working ~~the~~Capital ~~closing~~Loans may be convertible into warrants of the ~~Initial Public~~post-Business ~~Offering~~Combination onentity ~~July~~at ~~17,~~a ~~2020~~price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants.

~~The Company has issued four unsecured promissory~~Note ~~notes~~5 in— ~~the~~Commitments ~~amount of up to $300,000, $300,000, $1,297,500~~ and ~~$153,655,~~ which were issued on August 2, 2021, October 20, 2021, March 29, 2022 and October 17, 2022, respectively (the “Promissory Notes”). The Promissory Notes are non-interest bearing and payable at the earlier of (i) the date on which the initial Business Combination is completed or (ii) the date of liquidation of the Company. The Promissory Notes are not convertible into equity or warrants. As of September 30, 2022 and December 31, 2021, the Company had $2,161,667 and $600,000, respectively, in outstanding borrowings under the Promissory Notes, including $300,000 under each of the August 2, 2021 and October 20, 2021 notes and $1,561,667 under the March 29, 2022 note.Contingencies

~~The Company issued an unsecured promissory note,~~Risks dated March 29, 2022, in the amount of up to $1,000,000, to the Sponsor (the “Working Capital Note”). The proceeds of the Working Capital Note will be used for costs in connection with the Company’s initial Business Combination or as general working capital. The Working Capital Note is non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the initial Business Combination is consummated or (ii) the date of the Company’s liquidation. The Working Capital Note is not convertible into equity or warrants. 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. At September 30, 2022 and December 31, 2021, the Company had $519,617 and $0, respectively, in outstanding borrowings under the Working Capital Note. The outstanding borrowings on the Working Capital Note are included in the “Promissory notes – related party” line item on the accompanying unaudited condensed consolidated balance sheets.Uncertainties

OnManagement is ~~October~~continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible ~~17,~~that ~~2022,~~ the ~~Company issued~~virus could have a ~~promissory~~negative ~~note~~effect inon the ~~aggregate~~Company’s ~~principal~~financial ~~amount~~position, results of upits tooperations ~~$153~~and/or search for a target company,~~655~~ to the ~~Sponsor~~specific impact is not readily determinable as of the date of these financial statements. The accompanying unaudited ~~Company~~condensed inconsolidated ~~connection~~financial ~~with~~statements ~~Second~~do ~~Extension~~not ~~Amendment~~include any adjustments that might result from the outcome of this uncertainty.

~~Related Party Loans~~13

~~In order to finance transaction costs in connection~~MALACCA ~~with~~STRAITS aACQUISITION ~~Business~~COMPANY ~~Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may,~~LIMITED ~~but~~NOTES ~~are~~TO ~~not~~CONDENSED ~~obligated~~CONSOLIDATED ~~to,~~FINANCIAL ~~loan the Company funds as may be required as Working Capital Loans. If the Company completes a Business Combination,~~STATEMENTS ~~the~~MARCH ~~Company may repay the Working Capital Loans. Otherwise~~31, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants.2023

~~Note 5 — Commitments and Contingencies~~(Unaudited)

~~Risks~~Management is continuing to evaluate the impact of the ongoing military conflict between Russia and ~~Uncertainties~~Ukraine and has concluded that while it is reasonably possible that the conflict 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 unaudited condensed consolidated financial statements. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Management is continuing to evaluate the impact~~Registration of the COVID-19 pandemic on the industry 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 accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Rights

15Pursuant to a registration rights agreement entered into on July 14, 2020, 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 or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). 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 and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated 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 statements.

~~MALACCA STRAITS ACQUISITION COMPANY LIMITED~~Underwriting ~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2022~~Agreement

~~(Unaudited)~~The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $2,500,000 in the aggregate. As a result of the underwriters’ election to exercise their over-allotment in full on July 21, 2020, the underwriters were paid an additional cash underwriting discount of $375,000.

~~Management~~In addition, isthe ~~continuing~~underwriters are entitled to ~~evaluate~~a ~~the~~deferred ~~impact~~ fee of ~~the~~$0.35 ~~ongoing~~per ~~military~~Unit, ~~conflict~~or ~~between~~$5,031,250 ~~Russia~~in ~~and~~the ~~Ukraine~~aggregate. ~~and~~The ~~has~~deferred ~~concluded~~fee ~~that~~will ~~while~~become payable itto isthe ~~reasonably~~underwriters ~~possible~~from ~~that~~the amounts held in the ~~conflict~~Trust ~~could have~~Account asolely ~~negative~~in ~~effect~~the onevent that the Company’s ~~financial~~completes ~~position~~a Business Combination, subject ~~results~~to the terms of ~~its~~the ~~operations~~underwriting ~~and/or~~agreement. ~~search~~A ~~for~~portion aof ~~target~~such ~~company~~amount, ~~the~~not ~~specific impact~~to isexceed ~~not~~25% ~~readily~~of ~~determinable~~the astotal amount of the ~~date~~deferred offee held ~~these~~in ~~unaudited~~the ~~condensed~~Trust ~~consolidated~~Account, ~~financial~~may ~~statements.~~be ~~The~~re-allocated ~~accompanying~~or ~~unaudited~~paid to unaffiliated thirds parties that assist the Company in consummating a Business ~~condensed~~Combination. ~~consolidated~~The ~~financial~~election ~~statements~~to dore-allocate ~~not~~or ~~include~~make any ~~adjustments~~such ~~that~~payments ~~might~~to ~~result~~unaffiliated ~~from~~third parties will be solely at the ~~outcome~~discretion of the ~~this~~Company’s ~~uncertainty~~management team, and such unaffiliated third parties will be selected by the management team in their sole and absolute discretion.

On September 26, 2022, simultaneously with the execution of the Merger Agreement, the Company and BTIG, LLC, as representative for the underwriters thereunder (“BTIG”) entered into an amendment (the “Amendment to Underwriting Agreement”) to the underwriting agreement, dated as of July 14, 2020, between the Company and BTIG (the “Underwriting Agreement”), pursuant to which amendment, the Company decreased the deferred underwriting fee payable to the underwriters of the Initial Public Offering with respect to the Closing from $5,031,250 in cash to a total of $1,500,000 in cash and 200,000 Class A ordinary shares (the “Representative Shares”), both deliverable at the Closing, and in exchange therefore, the Company agreed to (i) eliminate its right to pay a portion of deferred underwriting fee to third parties that did not participate in the Initial Public Offering that assist the Company with its initial Business Combination, (ii) add BTIG and the other Initial Public Offering underwriters as a “Holder” party to the Registration Rights Agreement, dated as of July 14, 2020, by and among the Company and the Sponsor, with respect to the Representative Shares, which will become “Registrable Securities” thereunder, and (iii) in connection with the Transactions, provide access to, and cooperate with, BTIG and its Representatives for its diligence review, use efforts to provide the Initial Public Offering underwriters with comfort letters, negative assurance letters and other documents from auditors and lawyers, and provide certain customary representations and warranties, covenants and indemnification to the Initial Public Offering underwriters. The Amendment to Underwriter Agreement has not been reflected on the accompanying consolidated balance sheet as of March 31, 2023 since the revised consideration is only modified in connection with a specific transaction and not an unconditional waiver. This Amendment to Underwriting Agreement will be reflected upon the resolution of the contingent aforementioned specific Closing.

~~Pursuant to a registration rights agreement entered~~Note ~~into~~6 on— July 14, 2020, 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 or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). 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 and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the CompanyShareholders’s ~~securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.~~Deficit

~~Underwriting Agreement~~Preference Shares

The Company ~~underwriters~~is ~~were~~authorized ~~paid~~to issue 1,000,000 preference shares with a ~~cash~~par ~~underwriting discount~~value of $0.200001 per ~~Unit~~share, orwith $2such designations,~~500,000~~ invoting ~~the~~and other ~~aggregate.~~rights Asand apreferences ~~result~~as ofmay ~~the~~be ~~underwriters’~~determined ~~election~~from time to ~~exercise~~time ~~their~~by ~~over-allotment in~~the ~~full~~Company’s onboard ~~July~~of ~~21,~~directors. ~~2020~~At March 31, ~~the~~2023 ~~underwriters~~and December ~~were~~31, ~~paid~~2022, anthere ~~additional~~were ~~cash~~no ~~underwriting~~preference ~~discount~~shares ofissued ~~$375,000~~or outstanding.

In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $5,031,250 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. A portion of such amount, not to exceed 25% of the total amount of the deferred fee held in the Trust Account, may be re-allocated or paid to unaffiliated thirds parties that assist the Company in consummating a Business Combination. The election to re-allocate or make any such payments to unaffiliated third parties will be solely at the discretion of the Company’s management team, and such unaffiliated third parties will be selected by the management team in their sole and absolute discretion.14

~~On September~~MALACCA ~~26,~~STRAITS ~~2022,~~ACQUISITION ~~simultaneously~~COMPANY ~~with the execution of the Merger Agreement, the Company and BTIG, LLC, as representative for the underwriters~~LIMITED ~~thereunder~~NOTES ~~(“BTIG”)~~TO ~~entered~~CONDENSED ~~into~~CONSOLIDATED anFINANCIAL ~~amendment (the “Amendment to Underwriting Agreement”) to the underwriting~~STATEMENTS ~~agreement,~~MARCH ~~dated as of July 14~~31, 2020, between the Company and BTIG (the “Underwriting Agreement”), pursuant to which amendment, the Company decreased the deferred underwriting fee payable to the underwriters of the Initial Public Offering with respect to the Closing from $5,031,250 in cash to a total of $1,500,000 in cash and 200,000 shares of the Company common stock (the “Representative Shares”), both deliverable at the Closing, and in exchange therefore, the Company agreed to (i) eliminate its right to pay a portion of deferred underwriting fee to third parties that did not participate in the Initial Public Offering that assist the Company with its initial Business Combination, (ii) add BTIG and the other Initial Public Offering underwriters as a “Holder” party to the Registration Rights Agreement, dated as of July 14, 2020, by and among the Company and the Sponsor, with respect to the Representative Shares, which will become “Registrable Securities” thereunder, and (iii) in connection with the Transactions, provide access to, and cooperate with, BTIG and its Representatives for its diligence review, use efforts to provide the Initial Public Offering underwriters with comfort letters, negative assurance letters and other documents from auditors and lawyers, and provide certain customary representations and warranties, covenants and indemnification to the Initial Public Offering underwriters.2023

~~Note 6 — Shareholders’ Deficit~~(Unaudited)

~~Preference~~Class A Ordinary Shares

The Company is authorized to issue 1200,000,000 ~~preference~~ Class A ordinary shares with a par value of $0.0001 per share,. ~~with~~Holders ~~such~~of ~~designations~~the Company’s Class A ordinary shares are entitled to one vote for each share. At both March 31, ~~voting~~2023 and ~~other~~December ~~rights~~31, 2022, there were 517,354 Class A ordinary shares issued and ~~preferences~~outstanding, respectively, which are presented as ~~may~~temporary beequity. ~~determined~~In ~~from~~December 2021 and in connection with ~~time~~the First Extension Amendment, shareholders holding 9,669,449 Public Shares exercised their right to ~~time~~redeem bysuch ~~the~~Public ~~Company’s~~Shares ~~board~~for a pro rata portion of ~~directors~~the Trust Account and tendered the shares for redemption. AtSuch ~~September~~Public ~~30,~~Shares were redeemed in January 2022. In October 2022 and ~~December~~in 31connection with the Second Extension Amendment, ~~2021~~shareholders holding 4,188,197 ~~there~~Public Shares ~~were~~exercised notheir ~~preference~~right ~~shares~~to ~~issued~~redeem such Public Shares for a pro rata portion of the Trust Account and tendered the shares orfor ~~outstanding~~redemption.

Class B A Ordinary Shares

The Company is authorized to issue ~~200~~20,000,000 Class AB ordinary shares with a par value of $0.0001 per share. Holders of ~~the Company’s~~ Class AB ordinary shares are entitled to one vote for each share. At ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, there were 43,~~705~~593,~~551~~750 Class AB ordinary shares issued and outstanding~~, which are presented as temporary equity~~. In December 2021 and in connection with the First Extension Amendment, shareholders holding 9,669,449 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the Trust Account and tendered the shares for redemption. Such Public Shares were redeemed in January 2022. In October 2022 and in connection with the Second Extension Amendment, shareholders holding 4,188,197 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the Trust Account and tendered the shares for redemption.

16Holders of Class A ordinary shares and Class B ordinary shares vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination.

~~MALACCA~~The Class ~~STRAITS~~B ~~ACQUISITION~~ordinary ~~COMPANY~~shares ~~LIMITED~~will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one ~~NOTES~~basis, TOsubject ~~CONDENSED~~to ~~CONSOLIDATED~~adjustment. ~~FINANCIAL~~In ~~STATEMENTS~~the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed ~~SEPTEMBER~~issued 30in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, ~~2022~~the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

~~(Unaudited)~~Note 7 — Warrants

~~Class~~At March B31, ~~Ordinary~~2023 ~~Shares~~and December 31, 2022, the Company had 7,187,500 Public Warrants and 4,375,000 Private Placement Warrants outstanding. At March 31, 2023 and December 31, 2022, the fair value of the Public Warrants was $575,000 and $143,750, respectively, and the fair value of the Private Placement Warrants was $350,103, and $87,603, respectively.

~~The~~Public Warrants ~~Company~~may isonly ~~authorized~~be toexercised ~~issue~~for ~~20,000,000~~ a whole number of Class BA ordinary shares. ~~with~~No afractional ~~par~~warrants ~~value~~will be issued upon separation of the ~~$0.0001~~Units ~~per~~and ~~share~~only whole warrants will trade. ~~Holders~~The Public Warrants will become exercisable on the later of ~~Class~~(a) BJuly ~~ordinary~~17, ~~shares~~2021 ~~are~~or ~~entitled~~(b) to30 days ~~one~~after ~~vote~~the ~~for~~completion ~~each~~of ~~share~~a Business Combination. At ~~September~~The ~~30,~~Public ~~2022~~Warrants ~~and~~will ~~December~~expire ~~31,~~five ~~2021,~~years ~~there~~after ~~were~~the ~~3,593,750~~completion ~~Class~~of Ba ~~ordinary~~Business ~~shares~~Combination or ~~issued~~earlier ~~and~~upon ~~outstanding~~redemption or liquidation.

~~Holders~~The Company ofwill not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class BA ordinary shares ~~vote~~underlying ~~together~~the asPublic Warrants is then effective and a ~~single~~prospectus ~~class~~relating onthereto ~~all~~is ~~other~~current, ~~matters~~subject ~~submitted~~to the Company satisfying its obligations with respect to aregistration. ~~vote~~No ofPublic ~~shareholders,~~Warrant ~~except~~will asbe ~~required~~exercisable byfor ~~law;~~cash ~~provided~~or on a cashless basis, and the ~~that~~Company ~~only~~will ~~holders~~not ofbe ~~Class~~obligated Bto ~~ordinary~~issue any shares ~~have~~to ~~the~~holders ~~right~~seeking to ~~vote~~exercise ontheir warrants, unless the ~~appointment~~issuance of ~~directors~~the ~~prior~~shares toupon such exercise is registered or qualified under the ~~Company’s~~securities ~~initial Business~~laws ~~Combination~~of the state of the exercising holder, or an exemption is available.

The Company ~~Class~~has Bagreed ~~ordinary~~that ~~shares~~as ~~will~~soon ~~automatically convert~~as ~~into~~practicable, ~~Class~~but Ain ~~ordinary~~no ~~shares~~event atlater than 15 business days after the ~~time~~closing of athe Company’s Business Combination, onthe aCompany ~~one-for-one~~will ~~basis,~~use ~~subject~~its best efforts to ~~adjustment.~~file, Inand ~~the~~within ~~case that~~60 ~~additional~~business ~~Class~~days Afollowing ~~ordinary~~the ~~shares,~~Business orCombination ~~equity-linked~~to have ~~securities~~declared effective, ~~are~~a ~~issued~~registration orstatement ~~deemed~~covering ~~issued~~the inClass ~~excess~~A ofordinary ~~the~~shares ~~amounts~~issuable ~~sold~~upon inexercise of the warrants. The Company ~~Initial~~will ~~Public~~use ~~Offering~~its ~~and~~best ~~related~~efforts to cause the ~~closing~~same ofto abecome ~~Business~~effective ~~Combination,~~and to maintain the ~~ratio~~effectiveness atof ~~which~~such ~~Class~~registration Bstatement, ~~ordinary~~and a ~~shares~~current ~~shall~~prospectus ~~convert into~~relating ~~Class~~thereto, Auntil ~~ordinary~~the ~~shares~~expiration ~~will~~of bethe ~~adjusted~~warrants ~~(unless~~in accordance with the ~~holders~~provisions of athe ~~majority~~warrant ofagreement. Notwithstanding the ~~issued~~above, ~~and~~if ~~outstanding~~the Class BA ordinary shares ~~agree~~ toare, ~~waive~~at ~~such~~the ~~anti-dilution~~time ~~adjustment~~of ~~with respect to~~ any ~~such~~exercise ~~issuance~~of ora ~~deemed~~warrant, ~~issuance)~~not solisted ~~that~~on ~~the~~a ~~number~~national ofsecurities exchange ~~Class~~such Athat ~~ordinary shares~~they ~~issuable~~satisfy ~~upon~~the ~~conversion~~definition of ~~all~~a ~~Class~~“covered Bsecurity” ~~ordinary~~under ~~shares~~Section ~~will~~18(b)(1) ~~equal,~~of in the ~~aggregate~~Securities Act, ~~20% of~~ the Company ~~sum~~may, ofat ~~all~~its ~~ordinary~~option, ~~shares~~require ~~issued and~~holders ~~outstanding upon completion~~ of ~~the Initial~~ Public ~~Offering~~Warrants ~~plus~~who ~~all~~exercise ~~Class~~their Awarrants ~~ordinary~~to ~~shares~~do ~~and~~so ~~equity-linked~~on ~~securities~~a ~~issued~~“cashless orbasis” ~~deemed issued~~ in ~~connection~~accordance with Section 3(a)(9) of the ~~Business~~Securities ~~Combination~~Act ~~(excluding~~and, ~~any~~in ~~shares~~the orevent ~~equity-linked~~the ~~securities~~Company ~~issued~~so elects, orthe toCompany will not be ~~issued,~~required to ~~any~~file ~~seller~~or maintain in ~~the~~effect ~~Business~~a ~~Combination~~registration ~~and~~statement, ~~any~~but ~~private~~will ~~placement~~use ~~equivalent~~its ~~warrants~~best ~~issued~~efforts to qualify the ~~Sponsor~~shares orunder ~~its~~applicable ~~affiliates~~blue ~~upon~~sky ~~conversion~~laws ofto ~~loans~~the ~~made~~extent toan ~~the~~exemption ~~Company)~~is not available.

~~Note 7 — Warrants~~15

~~At September 30, 2022 and December 31, 2021, the~~MALACCA ~~Company~~STRAITS ~~had~~ACQUISITION ~~7,187,500~~COMPANY ~~Public Warrants and 4,375,000 Private Placement Warrants outstanding. At September 30, 2022 and December 31, 2021,~~LIMITED ~~the~~NOTES ~~fair~~TO ~~value~~CONDENSED ofCONSOLIDATED ~~the~~FINANCIAL ~~Public Warrants was $309,063 and $2,923,156, respectively, and the fair value of the Private Placement Warrants~~STATEMENTS ~~was~~MARCH ~~$188~~31,~~228,~~ ~~and $1,805,228, respectively.~~2023

Public Warrants may only be exercised for a whole number of Class A ordinary shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (aUnaudited) July 17, 2021 or (b) 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

~~The Company will not be obligated to deliver any~~Once ~~Class A ordinary shares pursuant to~~ the ~~exercise~~warrants ofbecome aexercisable, ~~Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under~~ the ~~Securities~~Company ~~Act~~may ~~covering~~redeem the ~~issuance of the Class A ordinary shares underlying the~~ Public Warrants is ~~then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable~~ for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.redemption:

~~The~~● ~~Company has agreed that as soon as practicable, but~~ in nowhole ~~event later than 15 business days after the closing of the Company’s Business Combination, the Company will use its best efforts to file,~~ and within 60 business days following the Business Combination to have declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, 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, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available.part;

17● at a price of $0.01 per warrant;

~~MALACCA~~● ~~STRAITS~~upon ~~ACQUISITION~~a ~~COMPANY~~minimum ~~LIMITED NOTES~~of TO30 ~~CONDENSED~~days’ ~~CONSOLIDATED~~prior ~~FINANCIAL~~written ~~STATEMENTS SEPTEMBER~~notice ~~30,~~of ~~2022~~redemption to each warrant holder; and

● if, and only if, the last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (~~Unaudited~~as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends to the notice of redemption to the warrant holders.

~~Once~~If and when the warrants become ~~exercisable~~redeemable by the Company, the Company may ~~redeem~~not exercise its redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption:, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the 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 of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public 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 Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

●In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in ~~whole~~connection with ~~and~~the ~~not~~closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in ~~part;~~good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20-trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

●The Private atPlacement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) 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 saleable until 30 days after the completion of a ~~price~~Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of $0the Private Placement Warrants will be entitled to registration rights.01 ~~per~~If ~~warrant;~~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.

~~● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and~~16

●MALACCA STRAITS ~~if,~~ACQUISITION ~~and~~COMPANY ~~only~~LIMITED NOTES ~~if,~~TO ~~the~~CONDENSED ~~last~~CONSOLIDATED ~~sale~~FINANCIAL ~~price~~STATEMENTS MARCH ~~of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions~~31, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends to the notice of redemption to the warrant holders.2023

If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the 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 of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public 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 Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.(Unaudited)

~~In addition, if (x) the Company issues additional~~Note ~~Class~~8 A— ~~ordinary~~Fair shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20-trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.Measurements

The fair ~~Private~~value ~~Placement~~of ~~Warrants are identical to~~ the ~~Public~~Company’s ~~Warrants~~financial ~~underlying~~assets ~~the~~and ~~Units~~liabilities ~~sold~~reflects inmanagement’s ~~the~~estimate ~~Initial~~of ~~Public~~amounts ~~Offering, except~~ that ~~(x)~~ the ~~Private~~Company ~~Placement Warrants and the Class~~would Ahave ~~ordinary~~received ~~shares~~in ~~issuable~~connection ~~upon~~with the ~~exercise~~sale of the ~~Private~~assets ~~Placement Warrants will not be transferable, assignable~~ or ~~saleable~~paid ~~until 30~~in ~~days~~connection ~~after~~with the ~~completion~~transfer of athe ~~Business~~liabilities ~~Combination,~~in ~~subject~~an toorderly ~~certain~~transaction between ~~limited~~market ~~exceptions,~~participants ~~(y)~~at the ~~Private~~measurement ~~Placement~~date. ~~Warrants~~In ~~will be~~connection ~~exercisable~~with onmeasuring athe ~~cashless~~fair ~~basis~~value ~~and~~of beits ~~non-redeemable~~assets soand ~~long~~liabilities, asthe ~~they~~Company seeks ~~are~~to ~~held~~maximize by the ~~initial~~use ~~purchasers~~of orobservable ~~their~~inputs ~~permitted transferees and~~ (z)market ~~the~~data ~~Private~~obtained ~~Placement~~from ~~Warrants~~independent sources) and ~~the~~to ~~Class~~minimize ~~A ordinary shares issuable upon~~ the ~~exercise~~use of ~~the Private Placement Warrants will~~unobservable beinputs ~~entitled~~(internal toassumptions ~~registration~~about ~~rights.~~how Ifmarket ~~the~~participants ~~Private~~would ~~Placement~~price ~~Warrants~~assets ~~are~~and ~~held~~liabilities). byThe ~~someone~~following ~~other~~fair ~~than~~value ~~the~~hierarchy ~~initial purchasers or their permitted~~is ~~transferees,~~used ~~the~~to ~~Private~~classify ~~Placement~~assets ~~Warrants~~and ~~will~~liabilities bebased ~~redeemable~~on by the ~~Company~~observable inputs and ~~exercisable~~unobservable byinputs ~~such~~used ~~holders~~in onorder ~~the~~to ~~same~~value ~~basis~~the asassets ~~the~~and ~~Public Warrants.~~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 assessment of the assumptions that market participants would use in pricing the asset or liability.

~~MALACCA~~The Company ~~STRAITS~~classifies ~~ACQUISITION~~its ~~COMPANY~~U.S. ~~LIMITED~~Treasury and equivalent securities as held-to-maturity in accordance with FASB ASC Topic 320, “Investments ~~NOTES~~- TODebt ~~CONDENSED~~and ~~CONSOLIDATED~~Equity ~~FINANCIAL~~Securities.” ~~STATEMENTS~~Held-to-maturity U.S. Treasury securities are those securities that the Company has the ability ~~SEPTEMBER~~and ~~30,~~intent ~~2022~~to hold until maturity. Held-to-maturity U.S. Treasury securities are recorded at amortized cost on the accompanying unaudited condensed consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts. Trust Account investments in money market funds are presented at fair value.

~~(Unaudited)~~At March 31, 2023, assets held in the Trust Account were comprised of $5,449,007 in cash. During the three months ended March 31, 2023, the Company did not withdraw any interest income from the Trust Account.

~~Note~~At December 831, —2022, ~~Fair~~assets ~~Value~~held ~~Measurements~~in the Trust Account were comprised of $5,397,789 in cash.

The following ~~fair~~tables ~~value~~present ofinformation about the Company’s ~~financial assets and~~ liabilities ~~reflects management’s estimate of amounts~~ that ~~the~~are ~~Company~~measured ~~would~~at ~~have~~fair ~~received~~value inon ~~connection~~a ~~with~~recurring ~~the~~basis ~~sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants~~ at ~~the~~March ~~measurement~~31, ~~date.~~2023 Inand ~~connection~~indicate ~~with measuring~~ the fair value hierarchy of ~~its~~the ~~assets~~valuation ~~and~~inputs ~~liabilities,~~ the Company ~~seeks~~utilized to ~~maximize~~determine ~~the~~such ~~use~~fair 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)value. The ~~following~~ fair value ~~hierarchy is used to classify assets and liabilities~~ ~~based~~of on the ~~observable~~derivative ~~inputs~~warrant ~~and~~liabilities ~~unobservable~~at ~~inputs~~March ~~used~~31, in2023 ~~order~~is toas ~~value the assets and liabilities~~follows:

	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.
Description		Level	Fair Value
	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.
Derivative Warrant Liabilities – Public Warrants		2	$	575,000
	Level 3:	Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.
Derivative Warrant Liabilities – Private Placement Warrants		2		350,103
			$	925,103

The ~~Company~~fair ~~classifies~~value ~~its~~of U.S. Treasury and equivalent securities as held-to-maturity in accordance with FASB ASC Topic 320, “Investments - Debt and Equity Securities.” Held-to-maturity U.S. Treasury securities are those securities that the ~~Company~~derivative ~~has~~warrant ~~the~~liabilities ~~ability and intent to hold until maturity. Held-to-maturity U.S. Treasury securities are recorded~~ at ~~amortized~~December ~~cost~~31, on2022 ~~the~~is ~~accompanying~~as ~~unaudited condensed consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts. Trust Account investments in money market funds are presented at fair value.~~follows:

At September 30, 2022, assets held in the Trust Account were comprised of $48,629,274 in cash. During the three and nine months ended September 30, 2022, the Company did not withdraw any interest income from the Trust Account.

Description	Level	Fair Value
Derivative Warrant Liabilities – Public Warrants	1	$	143,750
Derivative Warrant Liabilities – Private Placement Warrants	2		87,603
		$	231,353

~~At December 31, 2021, assets held in the Trust~~The ~~Account~~Public Warrants were ~~comprised~~valued ofusing ~~$178~~quoted inprices ~~cash and $143,849,142~~ in ~~U.S.~~an ~~Treasury~~active ~~securities~~market. ~~In January 2022, $96,761,060 was withdrawn from the account to redeem Class A ordinary shares tendered for redemption.~~

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:17

		Level			Fair Value
Money Market Funds		1			$	143,849,142

MALACCA STRAITS ACQUISITION COMPANY LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023

The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2022 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The fair value of the derivative warrant liabilities at September 30, 2022 is as follows:(Unaudited)

Description	Level	Fair Value
Derivative Warrant Liabilities – Public Warrants	1	$	309,063
Derivative Warrant Liabilities – Private Placement Warrants	2		188,228
		$	497,291

Private Placement Warrants

The Private ~~fair~~Placement ~~value~~Warrants ofare ~~the~~classified ~~derivative~~as ~~warrant~~Level ~~liabilities~~2 atwhen a quoted market price for a similar instrument is available. For both three months ended March 31, 2023 and the year ended December 31, ~~2021~~2022, isthe Private Placement Warrants were classified as ~~follows:~~Level 2.

Description	Level	Fair Value
Derivative Warrant Liabilities – Public Warrants	2	$	2,923,156
Derivative Warrant Liabilities – Private Placement Warrants	3		1,805,228
		$	4,728,384

The following table presents the changes in the fair value of the Private Placement Warrant liabilities as of March 31, 2022.

The Public Warrants were valued using quoted prices in an active market.

	Private
	Warrants
Fair value as of January 1, 2022	$	1,805,228
Change in fair value of derivative warrant liabilities		(1,179,500	)
Fair value as of March 31, 2022	$	625,728

19Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy were analyzed each period based on changes in estimates or assumptions and recorded as appropriate during the three months ended March 31, 2022.

~~MALACCA STRAITS ACQUISITION COMPANY LIMITED~~Note ~~NOTES~~9 TO— ~~CONDENSED~~Subsequent ~~CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2022~~Events

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

~~Private Placement Warrants~~18

~~The Private Placement Warrants were valued using~~Item ~~a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement~~2. ~~The~~Management’s ~~Modified~~Discussion ~~Black~~and ~~Scholes~~Analysis ~~Model uses a Black Scholes Option Pricing Model that is modified to reduce the value~~ of ~~the~~Financial ~~Private~~Condition Placement Warrants for a discount on the lack of marketability of the instrument as well as for the probability of consummation of the Business Combination. The primary unobservable inputs utilized in determining the fair value of the Private Placement Warrants is the discount for lack of marketability and ~~the~~Results ~~probability~~ of ~~consummation of the Business Combination~~Operations.

References in this Quarterly Report on Form 10-Q for the quarterly period March 31, 2023 (the “Report”) to “we,” “us” or the “Company” refer to Malacca Straits Acquisition Company Limited. References to our “management” or our “management team” refer to our officers and directors. The ~~key~~following ~~inputs~~discussion ~~into~~and analysis of our financial condition and results of operations should be read in conjunction with the ~~Modified~~accompanying ~~Black~~unaudited ~~Scholes~~condensed consolidated financial statements and the ~~Model~~notes ~~for~~thereto contained elsewhere in this Report. Certain information contained in the ~~Private~~discussion ~~Placement~~and ~~Warrants~~analysis ~~were~~set asforth ~~follows~~below atincludes forward-looking ~~December~~statements ~~31,~~that ~~2021:~~involve risks and uncertainties.

Input	December 31, 2021
Expected time until initial business combination		0.40
Expected volatility		6.6	%
Risk-free interest rate		1.30	%
Exercise price	$	11.50
Fair value of the ordinary share price	$	10.21

Cautionary Note Regarding Forward-Looking Statements

~~The~~This Report ~~following~~includes ~~table~~“forward-looking ~~presents~~statements” ~~the~~that ~~changes~~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 ~~the~~this ~~fair~~Report ~~value~~including, without limitation, statements in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the ~~Private~~our financial position, business strategy and the plans and objectives ~~Placement~~of ~~Warrant~~management ~~liabilities:~~for future operations, are forward-looking statements. When used in this Report, words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions, as they relate to us or our management, 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. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

	Private Placement Warrants
Fair value as of January 1, 2021	$	4,639,385
Change in fair value of derivative warrant liabilities		(1,407,161	)
Fair value as of March 31, 2021		3,232,224
Change in fair value of derivative warrant liabilities		1,059,651
Fair value as of June 30, 2021	$	4,291,875
Change in fair value of derivative warrant liabilities		(2,513,875	)
Fair value as of September 30, 2021	$	1,778,000

Overview

~~Level~~We are 3a ~~financial~~blank ~~liabilities~~check ~~consist~~company ofincorporated ~~the~~on ~~Private Placement~~July ~~Warrant~~17, ~~liability~~2019 ~~for~~as ~~which~~a ~~there~~Cayman isIslands noexempted ~~current~~company ~~market~~ for ~~these securities such that~~ the ~~determination~~purpose of ~~fair~~effecting ~~value~~a ~~requires~~Business ~~significant~~Combination ~~judgment~~with one or ~~estimation.~~more ~~Changes~~businesses inor ~~fair~~entities. ~~value~~We ~~measurements~~intend ~~categorized~~to ~~within~~effectuate ~~Level~~our 3initial ofBusiness ~~the~~Combination ~~fair~~using ~~value~~cash ~~hierarchy~~from ~~are~~the ~~analyzed~~proceeds ~~each~~of ~~period~~the ~~based~~Initial onPublic ~~changes~~Offering ~~in estimates or assumptions~~ and ~~recorded~~the assale ~~appropriate.~~of ~~There~~the ~~were~~Private noPlacement ~~transfers~~Warrants, ofour ~~Level~~shares, 3debt ~~assets~~ or ~~liabilities for~~a ~~the~~combination ~~nine~~of ~~months ended September 30~~cash, ~~2022~~equity and debt.

	Private Placement Warrants
Fair value as of January 1, 2022	$	1,805,228
Change in fair value of derivative warrant liabilities		(1,179,500	)
Fair value as of March 31, 2022		625,728
Change in fair value of derivative warrant liabilities		(441,875	)
Fair value as of June 30, 2022	$	183,853
Transfer to level 2		(183,853	)
Fair value as of September 30, 2022	$	-

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

~~Transfer from Levels 1, 2, and 3 are recognized~~Indiev at the end of the reporting period in which change in valuation technique or methodology occurs. The estimated fair value of the Private Placement Warrants were transferred from Level 3 measurement to a Level 2 during the three and nine months ended September 30, 2022 and was $183,853.Transactions

~~Note~~On September 926, —2022, ~~Subsequent~~the ~~Events~~Company entered into the Merger Agreement with Indiev, Merger Sub, the Sponsor and the other parties thereto (as may be amended and/or restated from time to time, the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, (i) prior to the Closing of the Transactions, Indiev shall convert from a corporation incorporated under the laws of the State of California into a Delaware corporation, and the Company will continue out of the Cayman Islands and into the State of Delaware to re-domicile and become a Delaware corporation, and (ii) at the Closing , Merger Sub will merge with and into Indiev, with Indiev continuing as the surviving entity and wholly-owned subsidiary of New INDI, and with each Indiev stockholder receiving shares of the Company’s common stock at the Closing. Simultaneously with entering into the Merger Agreement, the Company entered into a Subscription Agreement with PIPE Investor to purchase a total of 1.5 million shares of the Company’s Class A common stock (after giving effect to the Domestication) in a PIPE in the Company at $10.00 per share with aggregate gross proceeds to of $15,000,000, to be consummated immediately prior the Closing, but after the Domestication.

~~The~~In connection ~~Company~~with ~~evaluated~~the ~~subsequent~~Transactions, ~~events~~Indiev ~~and~~stockholders ~~transactions that~~will ~~occurred~~receive ~~after~~a ~~the~~number ~~accompanying~~of ~~unaudited~~shares ~~condensed~~of ~~consolidated~~New ~~balance~~INDI ~~sheet~~common ~~date~~stock uphaving an aggregate value of $600,000,000, subject to the ~~date~~following ~~that~~adjustments: the ~~accompanying~~aggregate ~~unaudited~~value will be decreased by the amount of Indiev’s indebtedness, ~~condensed~~net ~~consolidated~~of ~~financial~~cash ~~statements~~and ~~were~~cash ~~issued.~~equivalents, ~~Based~~unpaid ~~upon~~transaction ~~this~~expenses ~~review~~and transaction bonuses, ~~except~~in each case, as ~~disclosed~~of ~~below~~the Closing, and the aggregate value will be increased by the amount by which the Company’s ~~did~~transaction ~~not~~expenses ~~identify any~~exceed ~~other~~$5 ~~subsequent~~million, ~~events~~unless ~~that~~the ~~would~~Sponsor ~~have~~elects to ~~required~~instead ~~adjustment~~pay orsuch ~~disclosure~~excess to the Company in cash to cancel a number of Class B ordinary shares of the ~~accompanying~~Company ~~unaudited~~held ~~condensed~~by ~~consolidated~~the ~~financial~~Sponsor equal ~~statements~~to the amount of such excess (with each Class B ordinary share valued at $10).

~~On October 17, 2022, the Company issued a promissory note in the aggregate principal amount of up to $153,655 to the Sponsor of the Company in connection with Second Extension Amendment.~~19

~~On October~~In 27addition, ~~2022~~the Earnout Participants will, as a group, have the ~~Sponsor~~contingent ~~injected~~right to receive up to an additional ~~funds~~20,000,000 Earnout Shares as follows: (i) the Earnout Participants will receive 5,000,000 of the Earnout Shares if the Company’s consolidated net sales of electric automobile vehicles for the 12-month period beginning with the start of the First Sales Earnout Year is at least 400, at an average effective pre-tax sales price of $~~250~~55,000 ~~under~~per vehicle, and will receive another 10,000,000 of the ~~March~~Earnout 29Shares if the consolidated net sales of electric automobile vehicles for next 12-month period after the First Sales Earnout Year is at least 2,000, at an average effective pre-tax sales price of $55,000 per vehicle. The Earnout Participants will receive another 5,000,000 of the Earnout Shares if the volume weighted average stock price of New INDI common stock is at least $12.50 per share for any 20 trading day period within any 30 trading day period beginning 150 days after the Closing until December 31, 2024. For more information about the Transactions and the PIPE, see the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2022 ~~promissory~~and ~~note~~Registration Statement on Form S-4 on February 3, 2023.

20Results of Operations

~~Item~~We have 2neither engaged in any operations nor generated any revenues to date. ~~Management’s~~Our ~~Discussion~~only activities from inception to March 31, 2023 were organizational activities, those necessary to prepare for the Initial Public Offering, described below under “Liquidity and ~~Analysis~~Capital Resources”, and, after the Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of ~~Financial~~our ~~Condition~~Business ~~and~~Combination. ~~Results~~We generate non-operating income in the form of ~~Operations~~interest income on marketable securities held in the Trust Account, a trust account located in the United States with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee. 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 in connection with completing a Business Combination.

~~References~~For ~~in this Quarterly Report on Form 10-Q for~~ the ~~quarterly~~three ~~period~~months ended ~~September~~March 3031, ~~2022 (the “Report”) to “we~~2023,” ~~“us” or the “Company”~~we ~~refer~~had tonet ~~Malacca~~loss ~~Straits~~of ~~Acquisition~~$967,053, ~~Company~~which ~~Limited.~~consisted ~~References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis~~ of ~~our~~operating ~~financial~~expenses ~~condition and results~~ of ~~operations~~$273,303, ~~should be read in conjunction with the accompanying unaudited condensed consolidated financial statements~~ and ~~the~~an ~~notes~~increase ~~thereto contained elsewhere~~ in ~~this~~fair ~~Report.~~value ~~Certain~~of ~~information~~derivative ~~contained~~warrants ~~in the discussion and analysis set forth below includes forward-looking statements that~~liabilities ~~involve~~of ~~risks and uncertainties~~$693,750.

~~Cautionary~~For ~~Note~~the ~~Regarding~~three ~~Forward-Looking~~months ~~Statements~~ended March 31, 2022, we had a net income of $2,910,474, which consisted of operating expenses of $189,342, offset by change in fair value of derivative warrants liabilities of $3,095,687 and interest and dividend earned on investment held in the Trust Accounts of $4,129.

~~This Report includes “forward-looking~~Liquidity ~~statements” that are not historical facts,~~ and ~~involve~~Capital 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 Report including, without limitation, statements in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Report, words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions, as they relate to us or our management, 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. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.Resources

~~Overview~~On July 17, 2020, we consummated the Initial Public Offering of 12,500,000 Units, and on July 21, 2020, we consummated the sale of an additional 1,875,000 Units which included the full exercise by the underwriters of their over-allotment option, at $10.00 per Unit, generating aggregate gross proceeds of $143,750,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A ordinary share for $11.50 per share. Simultaneously with the closing of the Initial Public Offering and the full exercise of the over-allotment option, we consummated the sale of an aggregate of 4,375,000 Private Placement Warrants to our Sponsor at a price of $1.00 per warrant, generating aggregate gross proceeds of $4,375,000.

WeFollowing the ~~are~~Initial aPublic ~~blank~~Offering, ~~check~~the ~~company~~exercise ~~incorporated~~of onthe ~~July 17,~~over-allotment ~~2019~~option asand athe ~~Cayman~~sale ~~Islands~~of ~~exempted~~the ~~company~~Private ~~for~~Placement ~~the~~Warrants, ~~purpose~~a total of ~~effecting~~$143,750,000 was aplaced ~~Business~~in ~~Combination~~the ~~with~~Trust ~~one~~Account. orWe ~~more~~incurred ~~businesses~~$8,394,954 orin ~~entities. We~~transaction ~~intend~~costs, toincluding ~~effectuate~~$2,875,000 ~~our~~of ~~initial~~underwriting ~~Business~~fees, ~~Combination~~$5,031,250 ~~using~~of deferred ~~cash~~underwriting ~~from~~fees ~~the~~and ~~proceeds~~$488,704 of other offering costs in connection with the Initial Public Offering and the sale of the ~~Private~~ Private Placement Warrants. Of these amounts, ~~our~~transactions ~~shares~~costs of $186,456 ~~debt~~attributable orto athe ~~combination~~issuance of ~~cash,~~the ~~equity~~warrants ~~and~~were ~~debt~~expensed during 2020.

WeFor the ~~expect~~three tomonths ~~continue~~ended toMarch ~~incur~~31, ~~significant~~2023, ~~costs~~net cash used in operating activities was $203,275. Net loss of $967,053 was offset by the change in the ~~pursuit~~fair value of ~~our~~derivative ~~acquisition~~warrant ~~plans.~~liabilities Weof ~~cannot~~$693,750. ~~assure~~Changes ~~you~~in ~~that~~operating ~~our~~assets ~~plans~~and toliabilities ~~complete~~used a$70,028 ~~Business~~of ~~Combination~~cash ~~will~~from operating ~~be successful~~activities.

~~Recent~~At March ~~Development~~31, 2023, we had cash held in the trust of $5,449,007. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable (if applicable) and deferred underwriting commissions) to complete our Business Combination. To the extent that our shares or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the post-Business Combination entity, make other acquisitions and pursue our growth strategies.

~~On September 26, 2022, the Company~~At ~~entered~~March ~~into the Merger Agreement with Indiev~~31, ~~Merger Sub~~2023, ~~the~~we ~~Sponsor~~had ~~and~~cash ~~the~~of ~~other parties thereto (as may be amended and/or restated from time to time~~$107,769 ~~the~~held ~~“Merger~~outside ~~Agreement”). Pursuant to the terms~~ of the ~~Merger~~Trust ~~Agreement,~~Account. ~~(i)~~We ~~prior~~intend to ~~the~~use ~~Closing of~~ the ~~Transactions,~~ ~~Indiev~~funds ~~shall~~held ~~convert~~outside ~~from a corporation incorporated under~~ the ~~laws~~Trust ~~of the State of California into a Delaware corporation,~~Account ~~and~~primarily ~~the Company will continue out of the Cayman Islands and into the State of Delaware~~ to ~~re-domicile~~identify and ~~become~~evaluate atarget ~~Delaware corporation~~businesses, ~~and~~ ~~(ii)~~perform atbusiness ~~the~~due ~~Closing~~diligence ,on ~~Merger~~prospective ~~Sub~~target ~~will merge with and into Indiev~~businesses, ~~with~~travel ~~Indiev~~to ~~continuing as the surviving entity~~ and ~~wholly-owned~~ ~~subsidiary~~from ofthe ~~New INDI~~offices, ~~and~~properties ~~with~~or ~~each~~similar ~~Indiev~~locations ~~stockholder receiving shares~~ of ~~the~~prospective ~~Company’s~~target ~~common~~businesses ~~stock~~or attheir ~~the~~representatives ~~Closing.~~or ~~Simultaneously with entering into the Merger Agreement~~owners, ~~the~~review ~~Company~~corporate documents ~~entered~~and ~~into~~material aagreements ~~Subscription Agreement with PIPE Investor to purchase a total~~ of ~~1.5 million~~prospective ~~shares~~target ofbusinesses, ~~the~~and ~~Company’s~~structure, ~~Class~~negotiate Aand ~~common~~complete ~~stock (after giving effect to the Domestication) in~~ a ~~PIPE~~Business ~~in the Company at $10~~Combination.~~00 per share with aggregate gross proceeds to of $15,000,000, to be consummated immediately prior the Closing, but after the Domestication.~~

2120

InOn December ~~connection~~27, ~~with~~2021, we held our 2021 annual general meeting of shareholders and approved, among other things, the ~~Transactions~~First Extension Amendment, ~~Indiev~~which ~~stockholders~~extended ~~will~~the ~~receive~~date by which we must consummate a ~~number~~Business ofCombination ~~shares~~from ofJanuary ~~New~~17, ~~INDI~~2022 ~~common~~(which ~~stock~~is ~~having~~18 anmonths ~~aggregate~~from ~~value~~the closing of ~~$600,000,000,~~our ~~subject~~Initial Public Offering) to ~~the following~~October ~~adjustments:~~17, ~~the~~2022 ~~aggregate~~(or ~~value~~such ~~will~~earlier bedate ~~decreased~~as determined by the ~~amount~~Board) ofby ~~Indiev’s~~amending ~~indebtedness,~~our ~~net~~Amended and Restated Memorandum and Articles of ~~cash~~Association and ~~cash~~other ~~equivalents, unpaid~~related ~~transaction~~proposals. ~~expenses~~The ~~and~~First ~~transaction~~Extension ~~bonuses~~Redemption, in ~~each~~which ~~case~~shareholders holding 9,669,449 Public asShares exercised their right to redeem such Public Shares for a pro rata portion of the ~~Closing~~Trust Account, ~~and~~also occurred in connection with the ~~aggregate~~First ~~value~~Extension ~~will~~Amendment. beWe ~~increased~~paid byfrom the ~~amount~~ byTrust ~~which~~Account ~~the~~an ~~Company’s~~aggregate ~~transaction~~amount ~~expenses~~of ~~exceed~~$96,761,060, or approximately $510.00 ~~million,~~per ~~unless~~share to redeeming shareholders in the ~~Sponsor~~First ~~elects~~Extension toRedemption. ~~instead~~For ~~pay~~each ~~such~~one-month ~~excess~~extension, the Sponsor agreed to the First Contribution, ~~Company~~whereby inthe ~~cash~~Sponsor contributes to ~~cancel~~us, as a ~~number~~loan, of$0.03 ~~Class~~for Beach ~~ordinary~~Public ~~shares~~Share ofnot ~~the~~redeemed ~~Company~~in ~~held~~connection bywith the ~~Sponsor~~First ~~equal~~Extension toAmendment. First Contributions in the amount of ~~such~~$141,167 ~~excess~~are payable monthly through our extension date in October 2022 (~~with~~if the Sponsor fully extends ~~each~~the ~~Class~~term Bwe ~~ordinary~~have ~~share~~to ~~valued~~complete atan ~~$10~~initial Business Combination).

InOn October ~~addition~~12, ~~the Earnout Participants will~~2022, aswe aheld ~~group,~~our ~~have~~2021 ~~the~~annual ~~contingent~~general ~~right~~meeting toof ~~receive~~shareholders upand toapproved, among another ~~additional 20~~things,~~000,000~~ ~~Earnout~~the ~~Shares~~Second asExtension ~~follows:~~Amendment, ~~(i)~~which extended the ~~Earnout~~date ~~Participants will~~by ~~receive~~which ~~5,000,000~~we ofmust ~~the~~consummate ~~Earnout~~a ~~Shares~~Business ifCombination ~~the~~from ~~Company’s~~October 17, ~~consolidated~~2022 ~~net~~to ~~sales~~July of17, ~~electric~~2023 ~~automobile~~(or ~~vehicles~~such ~~for~~earlier ~~the~~date ~~12-month period~~as ~~beginning~~determined ~~with~~by the ~~start~~Board) ofby ~~the~~amending our ~~First~~Amended ~~Sales~~and ~~Earnout~~Restated ~~Year~~Memorandum isand atArticles ~~least~~of ~~400,~~Association atand another ~~average~~related ~~effective~~proposals. ~~pre-tax~~The ~~sales~~Second ~~price~~Extension ~~of $55~~Redemption,~~000~~ in which ~~per~~shareholders ~~vehicle~~holding 4,188,197 ~~and~~Public ~~will~~Shares ~~receive~~exercised ~~another~~their ~~10,000,000~~right ofto ~~the~~redeem ~~Earnout~~such Public Shares iffor ~~the~~a ~~consolidated~~pro ~~net~~rata ~~sales~~portion of ~~electric~~the ~~automobile~~Trust ~~vehicles~~Account, ~~for next~~also ~~12-month~~occurred ~~period~~in ~~after~~connection with the ~~First~~Second ~~Sales~~Extension ~~Earnout~~Amendment. ~~Year~~We ispaid atfrom ~~least~~the Trust ~~2,000,~~Account at an ~~average~~aggregate ~~effective~~amount ~~pre-tax~~of ~~sales~~$43,282,728, ~~price~~or ofapproximately $~~55,000~~10.33 per ~~vehicle.~~ ~~The~~share, ~~Earnout~~to redeeming ~~Participants~~shareholders ~~will~~in ~~receive~~the ~~another~~Second ~~5,000,000~~Extension ofRedemption. ~~the~~For ~~Earnout~~each ~~Shares~~one-month ifextension, the ~~volume~~Sponsor ~~weighted~~agreed ~~average~~to ~~stock~~the ~~price~~Second ~~of New~~Contribution, ~~INDI~~whereby ~~common~~the ~~stock~~Sponsor iscontributes atto ~~least~~us, ~~$12.50~~as ~~per~~a ~~share~~loan, $0.033 for ~~any~~each 20Public ~~trading~~Share ~~day~~not ~~period~~redeemed ~~within~~in ~~any~~connection 30with ~~trading~~the ~~day~~Second ~~period~~Extension ~~beginning~~Amendment. Second ~~150~~Contributions ~~days~~in ~~after~~ the ~~Closing~~amount ~~until~~of ~~December 31~~$153,655 ~~2024.~~are ~~For~~payable ~~more~~monthly ~~information~~through ~~about~~our ~~the~~extension date ~~Transactions~~in ~~and~~July ~~the~~2023 ~~PIPE,~~(if ~~see~~ the ~~Company’s~~Sponsor ~~Current~~fully ~~Report on~~extends ~~Form 8-K filed~~the ~~with~~term ~~the~~we ~~SEC~~have onto ~~September~~complete ~~30,~~an ~~2022~~initial Business Combination).

~~Results~~In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of ~~Operations~~our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the Private Placement Warrants, at a price of $1.00 per warrant, at the option of the lender.

WeIf ~~have~~our ~~neither~~estimate ~~engaged~~of inthe ~~any~~costs ~~operations~~of ~~nor~~identifying a ~~generated~~target ~~any~~business, ~~revenues~~undertaking toin-depth ~~date.~~due ~~Our~~diligence ~~only~~and ~~activities~~negotiating ~~from~~and ~~inception~~consummating a Business Combination are less than the actual amount necessary to ~~September~~do 30so, ~~2022~~we ~~were~~may ~~organizational~~have ~~activities~~insufficient funds available to operate our business prior to our Business Combination. Moreover, ~~those~~we ~~necessary~~may need to ~~prepare~~obtain ~~for~~additional ~~the~~financing ~~Initial~~either ~~Public~~to ~~Offering,~~complete ~~described~~our ~~below~~Business ~~under~~Combination ~~“Liquidity~~or ~~and~~because ~~Capital~~we ~~Resources”,~~become ~~and,~~obligated ~~after~~to ~~the~~redeem ~~Initial~~a significant ~~Public~~number ~~Offering~~of our public shares upon consummation of our Business Combination, ~~identifying~~in awhich ~~target~~case ~~company~~we ~~for~~may aissue additional securities or incur debt in connection with such Business Combination. WeSubject doto ~~not~~compliance ~~expect~~with toapplicable ~~generate~~securities ~~any~~laws, ~~operating~~we ~~revenues~~would ~~until~~only ~~after~~complete such financing simultaneously with the completion of our Business Combination. WeIf ~~generate~~we ~~non-operating~~are ~~income~~unable into ~~the~~complete ~~form~~our ofBusiness ~~interest~~Combination ~~income~~because onwe ~~marketable~~do ~~securities~~not ~~held~~have insufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, afollowing ~~trust~~our Business ~~account~~Combination, ~~located~~if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. We have entered into the ~~United~~Working ~~States~~Capital Notes with ~~Continental~~our ~~Stock~~Sponsor ~~Transfer~~for &general ~~Trust~~working ~~Company~~capital purpose and the Extension Notes in connection with the First Extension Amendment and Second Extension Amendment (see Note 4 in “~~Continental~~Item 1. Financial Statements”). The Working ~~acting~~Capital asNotes ~~trustee.~~and WeExtension ~~incur~~Notes ~~expenses~~are asnon-interest abearing ~~result~~and ofpayable ~~being~~at athe ~~public~~earlier ~~company~~of (~~for~~i) ~~legal,~~the ~~financial~~date ~~reporting,~~on ~~accounting~~which ~~and~~the ~~auditing~~initial ~~compliance),~~Business Combination asis ~~well~~completed asand ~~for~~(ii) ~~due~~the ~~diligence~~date ~~expenses~~of inour ~~connection~~liquidation. ~~with~~As ~~completing~~of March 31, 2023, there was a ~~Business~~total ~~Combination~~of $1,328,000 outstanding under the Working Capital Notes and $2,051,155 outstanding under the Extension Notes.

For the three months ended September 30, 2022, we had net loss of $352,814, which consisted of operating expenses of $528,119, offset by change in fair value of derivative warrants liabilities of $(18,750) and dividend earned on investments held in the Trust Accounts of $194,055.21

~~For the three months ended September 30, 2021,~~Going we had a net income of $6,161,730, which consisted of operating expenses of $491,275, offset by change in fair value of derivative warrants liabilities of $6,646,688 and interest and dividend earned on investment held in the Trust Accounts of $6,317.Concern

~~For~~In ~~the~~connection ~~nine~~with ~~months~~our ~~ended~~assessment ~~September~~of ~~30,~~going ~~2022,~~concern considerations in accordance with ASU 2014-15, we ~~had~~have determined that if we are unable to complete a ~~net~~Business ~~income~~Combination ofwithin $3the Combination Period,~~551,144,~~ ~~which~~including ~~consisted~~by ofthe ~~operating~~outside ~~expenses~~date of ~~$950~~the Merger Agreement,~~464,~~ ~~offset~~subject to any extension of the Combination Period that may be approved by the ~~change~~shareholders, inthen ~~fair~~we ~~value~~will ofcease ~~derivative warrant~~all ~~liabilities~~operations except for the purpose of $4liquidating. The Company’s liquidity requirement,~~231,093~~ ~~and~~the ~~interest~~date for mandatory liquidation and ~~dividends~~subsequent ~~earned~~dissolution onraises ~~investments~~substantial ~~held~~doubt inabout our ability to continue as a going concern. No adjustments have been made to the ~~Trust~~carrying ~~Account~~amounts of ~~$270,515~~assets or liabilities should we be required to liquidate after the Combination Period. We intend to complete a Business Combination before the mandatory liquidation date.

~~For the nine months ended September 30, 2021,~~Off-Balance weSheet ~~had~~Financing a net income of $6,449,010, which consisted of operating expenses of $1,112,249, offset by the change in fair value of derivative warrant liabilities of $7,533,260 and interest and dividends earned on investments held in the Trust Account of $27,999.Arrangements

22We had no obligations, assets or liabilities, which would be considered off-balance sheet arrangements, as of March 31, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

~~Liquidity and Capital Resources~~Contractual Obligations

~~On July 17, 2020, we consummated the Initial Public~~We ~~Offering~~do ofnot ~~12,500,000~~have ~~Units,~~any ~~and on July 21, 2020, we consummated the sale of an additional 1,875,000 Units which included the full exercise by the underwriters of their over~~long-~~allotment~~term ~~option~~debt, atcapital ~~$10.00~~lease ~~per Unit~~obligations, ~~generating~~operating ~~aggregate~~lease ~~gross~~obligations ~~proceeds~~or ~~of $143,750,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one~~long-~~half~~term ~~of one redeemable warrant~~liabilities, ~~with~~other ~~each~~than ~~whole~~as ~~warrant entitling~~described ~~the holder thereof to purchase one share of Class A ordinary share for $11~~below.50 per share. Simultaneously with the closing of the Initial Public Offering and the full exercise of the over-allotment option, we consummated the sale of an aggregate of 4,375,000 Private Placement Warrants to our Sponsor at a price of $1.00 per warrant, generating aggregate gross proceeds of $4,375,000.

~~Following~~The underwriters ~~the~~are ~~Initial~~entitled ~~Public~~to ~~Offering~~a deferred fee of $0.35 per unit, or $5,031,250 in the ~~exercise~~aggregate. The deferred fee will become payable to ofthe underwriters from the ~~over-allotment~~amounts ~~option~~held ~~and~~in the ~~sale~~Trust ofAccount solely in the ~~Private~~event ~~Placement~~that ~~Warrants,~~we complete a ~~total~~Business ~~of $143~~Combination,~~750,000~~ ~~was~~subject ~~placed~~to inthe terms of the ~~Trust~~underwriting ~~Account~~agreement. We ~~incurred~~A ~~$8,394,954~~portion inof ~~transaction~~such ~~costs~~amount, ~~including~~not ~~$2,875,000~~to exceed 25% of ~~underwriting~~the ~~fees,~~total ~~$5,031,250~~amount of the deferred ~~underwriting~~fee ~~fees~~held ~~and~~in ~~$488,704~~the ofTrust ~~other~~Account, ~~offering~~may ~~costs~~be inre-allocated ~~connection~~or ~~with~~paid ~~the~~to ~~Initial~~unaffiliated ~~Public~~thirds ~~Offering~~parties ~~and~~that ~~the~~assist ~~sale~~us ofin ~~the~~consummating ~~Private~~a ~~Placement~~Business ~~Warrants~~Combination. OfThe election ~~these~~to ~~amounts, transactions~~re-allocate ~~costs~~or ofmake ~~$186,456~~any ~~attributable~~such payments to unaffiliated third parties will be solely at the ~~issuance~~discretion ofour management team, and such unaffiliated third parties will be selected by the ~~warrants~~management ~~were~~team ~~expensed~~in ~~during~~their ~~2020~~sole and absolute discretion.

~~For~~Pursuant to the ~~nine~~Amendment ~~months~~to ~~ended~~Underwriting Agreement entered on September 3026, 2022, ~~net~~ ~~cash~~the ~~used~~underwriters inare ~~operating~~entitled ~~activities~~to ~~was~~a ~~$720,444.~~deferred ~~Net~~fee ~~income~~of a total of $31,~~551~~500,~~144~~000 ~~was~~in ~~offset~~cash byand ~~the~~200,000 ~~change~~our inClass ~~the~~A ~~fair~~ordinary ~~value~~shares. ofThe ~~derivative warrant~~deferred ~~liabilities~~fee ofwill ~~($4,231,093)~~become ~~and~~deliverable ~~interest~~at ~~and~~this ~~dividends~~specific ~~earned~~Closing, onsubject to ~~investments held in~~ the ~~Trust~~terms ~~Account~~ of ~~$270,515.~~the ~~Changes~~Underwriting ~~in operating~~Agreement ~~assets~~ and ~~liabilities~~the ~~used~~Amendment ~~$35,563~~to ofUnderwriting ~~cash from operating activities~~Agreement.

AtPursuant to ~~September~~a ~~30,~~registration ~~2022,~~rights weagreement ~~had~~entered ~~cash~~into ~~held~~on inJuly 14, 2020, the ~~trust~~ holders of ~~$48~~the Founder Shares,~~629,274.~~ WePrivate ~~intend~~Placement toWarrants ~~use~~and ~~substantially~~any warrants ~~all~~that ofmay ~~the~~be ~~funds~~issued ~~held~~upon inconversion of the ~~Trust~~Working ~~Account,~~Capital ~~including~~Loans (and any ~~amounts~~Class ~~representing~~A ~~interest earned~~ordinary onshares issuable upon the ~~Trust~~exercise of ~~Account~~the ~~(less~~Private ~~taxes~~Placement ~~payable~~Warrants ~~(if~~or ~~applicable)~~warrants issued upon conversion of the Working Capital Loans and ~~deferred~~upon ~~underwriting~~conversion ~~commissions~~of the Founder Shares) are entitled to ~~complete~~registration ~~our~~rights ~~Business~~requiring ~~Combination.~~us to register such securities for resale (in the case of the Founder Shares, only Toafter conversion to the ~~extent~~Class ~~that~~A ~~our~~ordinary shares). orThe ~~debt~~holders isof ~~used,~~these insecurities ~~whole~~are orentitled into ~~part~~make up to three demands, asexcluding short ~~consideration~~form todemands, ~~complete~~that ~~our~~we ~~Business~~register ~~Combination~~such securities. In addition, the ~~remaining proceeds~~holders ~~held~~have incertain ~~the~~“piggy-back” ~~Trust~~registration ~~Account~~rights with ~~will~~respect beto ~~used~~registration asstatements ~~working~~filed ~~capital~~subsequent to ~~finance~~ the ~~operations~~completion of ~~the~~a ~~post-~~Business Combination ~~entity,~~and rights to require us to register ~~make~~for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other ~~acquisitions~~cash ~~and~~settlement ~~pursue~~provisions resulting from delays in registering our ~~growth~~securities. ~~strategies~~We will bear the expenses incurred in connection with the filing of any such registration statements.

~~At September 30, 2022, we had cash of $202,577~~Critical ~~held~~Accounting outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, properties or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.Policies

~~On December 27, 2021, we held our 2021 annual~~The ~~general~~preparation ~~meeting~~ of ~~shareholders and approved, among other things,~~ the ~~First~~accompanying ~~Extension~~unaudited ~~Amendment,~~condensed ~~which~~consolidated ~~extended~~financial ~~the~~statements date by which we must consummate a Business Combination from January 17, 2022 (which is 18 months from the closing of our Initial Public Offering) to October 17, 2022 (or such earlier date as determined by the Board) by amending our Amended and ~~Restated Memorandum and Articles of Association and other~~ related ~~proposals.~~disclosures ~~The First Extension Redemption,~~ in ~~which~~conformity ~~shareholders~~with ~~holding~~GAAP requires ~~9,669,449~~management ~~Public Shares exercised their right~~ to ~~redeem~~make ~~such~~estimates ~~Public~~and ~~Shares~~assumptions ~~for~~that aaffect ~~pro~~the ~~rata~~reported ~~portion~~amounts of ~~the~~assets ~~Trust~~and ~~Account~~liabilities, ~~also~~disclosure ~~occurred in connection with the First Extension Amendment. We paid from the Trust Account an aggregate amount~~ of ~~$96,761,060, or approximately $10.00 per share to redeeming shareholders in the~~contingent ~~First~~assets ~~Extension~~and ~~Redemption.~~liabilities ~~For~~at ~~each one-month extension,~~ the ~~Sponsor~~date ~~agreed~~of to the ~~First~~financial ~~Contribution~~statements, ~~whereby~~and ~~the~~income ~~Sponsor~~and ~~contributes to~~expenses ~~us,~~during ~~as a loan, $0.03 for each Public Share not redeemed in connection with~~ the ~~First~~periods ~~Extension Amendment~~reported. ~~First~~Actual ~~Contributions~~results ~~in the~~could ~~amount~~materially ofdiffer ~~$141,167~~from ~~are~~those ~~payable~~estimates. ~~monthly~~We ~~through~~have ~~our~~identified ~~extension date in October 2022 (if~~ the ~~Sponsor~~following ~~fully~~critical ~~extends~~accounting ~~the term we have to complete an initial Business Combination).~~policies:

On October 12, 2022, we held our 2021 annual general meeting of shareholders and approved, among other things, the Second Extension Amendment, which extended the date by which we must consummate a Business Combination from October 17, 2022 to July 17, 2023 (or such earlier date as determined by the Board) by amending our Amended and Restated Memorandum and Articles of Association and other related proposals. The Second Extension Redemption, in which shareholders holding 4,188,197 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the Trust Account, also occurred in connection with the Second Extension Amendment. We paid from the Trust Account an aggregate amount of $43,282,728, or approximately $10.33 per share, to redeeming shareholders in the Second Extension Redemption. For each one-month extension, the Sponsor agreed to the Second Contribution, whereby the Sponsor contributes to us, as a loan, $0.033 for each Public Share not redeemed in connection with the Second Extension Amendment. Second Contributions in the amount of $153,655 are payable monthly through our extension date in July 2023 (if the Sponsor fully extends the term we have to complete an initial Business Combination).22

23Derivative Warrant Liabilities

InWe do ~~order~~not touse ~~fund~~derivative ~~working~~instruments ~~capital~~to ~~deficiencies or~~hedge ~~finance~~exposures ~~transaction~~to ~~costs~~cash inflow, ~~connection with a Business Combination~~market, ~~our Sponsor~~ or anforeign ~~affiliate~~currency ofrisks. ~~our~~We ~~Sponsor~~evaluate orall ~~certain~~ of our ~~officers~~ ~~and directors may~~financial instruments, ~~but~~including ~~are~~issued ~~not~~stock ~~obligated~~purchase towarrants, ~~loan~~to usdetermine ~~funds~~if assuch ~~may~~instruments beare ~~required.~~derivatives Ifor wecontain ~~complete~~features athat ~~Business Combination, we would~~qualify ~~repay~~as ~~such~~embedded ~~loaned~~derivatives, ~~amounts.~~pursuant Into ~~the~~ASC ~~event~~480 ~~that~~and aASC ~~Business~~815-15. ~~Combination~~The ~~does~~classification ~~not close, we may use a portion~~ of ~~the~~derivative ~~working capital held outside the Trust Account to repay such loaned amounts~~instruments, ~~but~~including nowhether ~~proceeds from our Trust Account would be used for~~ such ~~repayment. Up to~~instruments ~~$1,500,000~~should ~~of such loans may~~ be ~~convertible~~recorded ~~into~~as ~~warrants~~liabilities ~~identical~~or toas ~~the Private Placement Warrants~~equity, atis are-assessed ~~price of $1.00 per warrant,~~ at the ~~option~~end of ~~the~~each ~~lender~~reporting period.

~~If our estimate of the costs of identifying a~~We ~~target~~issued ~~business~~7, ~~undertaking in-depth due diligence and negotiating and consummating a Business Combination are less than the actual amount necessary to do so~~187,500 wePublic ~~may~~Warrants ~~have insufficient funds available~~ to ~~operate~~investors in our ~~business~~Initial ~~prior~~Public toOffering ~~our~~and ~~Business~~issued ~~Combination. Moreover~~4,375,000 wePrivate ~~may need~~Placement toWarrants. ~~obtain~~All ~~additional financing either to complete our Business Combination or because we become obligated to redeem a significant number~~ of our ~~public~~outstanding ~~shares~~warrants ~~upon~~are ~~consummation~~recognized ofas ~~our~~derivative ~~Business~~liabilities ~~Combination,~~ in ~~which~~accordance ~~case~~with weFASB ~~may~~ASC ~~issue~~Topic ~~additional~~815-40, ~~securities~~“Contracts orin ~~incur debt~~Entity’s inOwn ~~connection with such Business Combination~~Equity”. ~~Subject to compliance with applicable securities laws~~Accordingly, we ~~would~~recognize ~~only~~the ~~complete~~warrant ~~such~~instruments ~~financing simultaneously~~as ~~with~~liabilities ~~the~~at ~~completion~~fair ofvalue ~~our~~and ~~Business~~adjust ~~Combination.~~the Ifinstruments ~~we are unable~~ to ~~complete our Business Combination because we do not~~fair ~~have~~value ~~sufficient~~at ~~funds~~each ~~available~~reporting toperiod. ~~us,~~The weliabilities ~~will~~are besubject ~~forced~~ to ~~cease~~re-measurement ~~operations~~at ~~and~~each ~~liquidate~~balance ~~the~~sheet ~~Trust~~date ~~Account.~~until ~~In addition~~exercised, ~~following~~and ~~our~~any change ~~Business~~in ~~Combination,~~fair ifvalue ~~cash on hand~~ is ~~insufficient,~~recognized ~~we may need to obtain additional financing~~ in ~~order~~our tostatement ~~meet~~of ~~our obligations~~operations. ~~We have~~The ~~entered~~fair ~~into~~value of the ~~Promissory~~Public ~~Notes~~Warrants ~~with~~was ~~our~~initially ~~Sponsor~~measured ~~for~~using ~~additional~~a ~~funding (see Note 4 in “Item 1. Financial Statements”).~~Monte ~~The~~Carlo ~~Promissory~~simulation ~~Notes~~approach ~~are~~with ~~non-interest~~subsequent ~~bearing~~measurements ~~and~~based ~~payable~~off at the ~~earlier~~quarterly oftrading ~~(i)~~price, whereas the ~~date~~fair onvalue ~~which~~of the ~~initial~~Private ~~Business Combination is~~Placement ~~completed~~Warrants ~~and~~was ~~(ii)~~estimated ~~the~~initially ~~date~~and ofsubsequently ~~our~~using ~~liquidation.~~a ~~Such~~Modified ~~proceeds~~Black ~~were~~Scholes ~~used~~Model. toDuring ~~fund~~the ~~working~~three ~~capital.~~months Asended ofMarch ~~September 30~~31, ~~2022~~2023, ~~there was a~~ ~~total~~the ofPrivate ~~$2,680,834~~Placement ~~outstanding~~Warrants ~~under~~were using the ~~Promissory~~quoted ~~Notes~~market price.

~~Going~~Ordinary Shares ~~Concern~~Subject to Possible Redemption

InWe account ~~connection~~for ~~with~~our ~~the~~ordinary ~~our~~shares ~~assessment~~subject ofto ~~going concern~~possible ~~considerations~~redemption in accordance with ~~ASU~~the ~~2014-15,~~guidance wein ~~have~~ASC ~~determined~~480. ~~that~~Ordinary ifshares wesubject ~~are~~to mandatory ~~unable~~redemption tois ~~complete~~classified as a ~~Business~~liability ~~Combination~~instrument byand is measured at fair value. Conditionally redeemable ordinary shares ~~the~~(including ~~end~~ordinary ofshares ~~the~~that ~~Combination~~features ~~Period,~~redemption ~~which~~rights that is ~~July~~either ~~17,~~within ~~2023~~the ~~(if~~control of the ~~Sponsor~~holder ~~fully~~or ~~extends~~subject to redemption upon the ~~term~~occurrence weof ~~have~~uncertain toevents ~~complete~~not asolely ~~Business~~within ~~Combination~~our control)~~, then~~ weis ~~will~~classified ~~cease~~as ~~all~~temporary ~~operations~~equity. ~~except~~At ~~for~~all ~~the~~other ~~purpose~~times, ofordinary ~~liquidating.~~shares are ~~The~~classified ~~date~~as ~~for~~shareholders’ ~~mandatory~~equity. ~~liquidation~~Our ~~and~~ordinary ~~subsequent~~shares ~~dissolution raises~~feature ~~substantial~~certain ~~doubt~~redemption ~~about~~rights ~~our~~that ~~ability~~are considered to ~~continue~~be asoutside of aour ~~going~~control ~~concern.~~and Nosubject ~~adjustments~~to ~~have~~occurrence ~~been~~of ~~made~~uncertain tofuture ~~the~~events. ~~carrying~~Accordingly, ~~amounts~~ordinary ofshares ~~assets or~~subject ~~liabilities~~to ~~should~~possible weredemption beis ~~required~~presented as totemporary ~~liquidate~~equity, ~~after~~outside of the ~~Combination~~shareholders’ ~~Period.~~deficit Wesection ~~intend~~of toour ~~complete~~unaudited acondensed ~~Business~~consolidated ~~Combination~~balance ~~before~~sheets ~~the~~in “Item ~~mandatory~~1. ~~liquidation~~Financial ~~date~~Statements”.

~~Off~~Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheet. Under FASB ASC Topic 480-~~Balance~~10-S99, ~~Sheet~~“Distinguishing ~~Financing~~Liabilities ~~Arrangements~~From Equity”, we have elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security.

~~We had no obligations, assets or liabilities,~~Net ~~which~~Income ~~would~~(Loss) beper ~~considered~~Ordinary off-balance sheet arrangements, as of September 30, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.Share

~~Contractual~~Net income ~~Obligations~~(loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of shares of ordinary shares outstanding for the period. Income or loss is allocated on a pro rata basis to each of the two classes of ordinary shares. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value.

~~We do not have any long-term debt, capital lease~~Recent ~~obligations,~~Accounting ~~operating lease obligations or long-term liabilities, other than as described below.~~Standards

~~The underwriters are entitled to a deferred fee~~Management ofdoes ~~$0.35~~not ~~per~~believe ~~unit, or $5,031,250 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 wethere ~~complete~~are aany ~~Business~~recently ~~Combination~~issued, ~~subject~~but tonot ~~the~~yet ~~terms~~effective, ofaccounting ~~the underwriting agreement. A portion of such amount~~standards, ~~not~~if tocurrently ~~exceed 25% of the total amount of the deferred fee held in the Trust Account~~adopted, ~~may~~would behave ~~re-allocated or paid to unaffiliated thirds parties that assist us in consummating~~ a ~~Business Combination. The election to re-allocate or make any such payments to unaffiliated~~ ~~third~~material ~~parties~~effect ~~will~~on ~~be solely at the discretion~~ our ~~management~~accompanying ~~team,~~unaudited ~~and~~condensed ~~such~~consolidated ~~unaffiliated~~financial ~~third parties will be selected by the management team in their sole and absolute discretion~~statements.

Pursuant to a registration rights agreement entered into on July 14, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. We will bear the expenses incurred in connection with the filing of any such registration statements.23

24Factors That May Adversely Affect Our Results of Operations

~~Critical~~Our results ~~Accounting~~of ~~Policies~~operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

~~The preparation of the accompanying unaudited~~Item ~~condensed~~3. ~~consolidated~~Quantitative ~~financial statements~~ and ~~related~~Qualitative ~~disclosures~~Disclosures inAbout ~~conformity~~Market with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reportedRisk. ~~Actual results could materially differ from those estimates. We have identified the following critical accounting policies:~~

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

~~We do not use derivative instruments to hedge~~Item ~~exposures to cash flow, market, or foreign currency risks~~4. WeControls evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ~~ASC 815-15~~Procedures. ~~The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.~~

~~We issued 7,187,500 Public Warrants to investors~~Evaluation ~~in our Initial Public Offering and issued 4,375,000 Private Placement Warrants. All~~ of ~~our~~Disclosure ~~outstanding~~Controls warrants are recognized as derivative liabilities in accordance with FASB ASC Topic 815-40, “Contracts in Entity’s Own Equity”. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of the Public Warrants was initially measured using a Monte Carlo simulation approach with subsequent measurements based off the quarterly trading price, whereas the fair value of the Private Placement Warrants was estimated initially and subsequently using a Modified Black Scholes Model.Procedures

~~Ordinary~~Disclosure controls ~~Shares~~and ~~Subject~~procedures are controls and other procedures designed to ~~Possible~~ensure ~~Redemption~~that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

~~We account for our ordinary shares subject to~~Under ~~possible~~the ~~redemption~~supervision inand ~~accordance~~ with the ~~guidance~~participation inof ~~ASC~~our ~~480.~~management, ~~Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (~~including ~~ordinary~~our ~~shares~~Certifying ~~that~~Officers, ~~features~~we ~~redemption rights~~carried ~~that~~out isan ~~either~~evaluation ~~within~~of the effectiveness ~~control~~ of the ~~holder~~design orand ~~subject~~operation toof ~~redemption~~our ~~upon~~disclosure ~~the~~controls ~~occurrence~~and ofprocedures ~~uncertain~~as ~~events~~defined ~~not~~in ~~solely~~Rules ~~within our control~~13a-15(e) isand ~~classified~~15d-15(e) asunder the ~~temporary~~Exchange ~~equity~~Act. AtBased ~~all~~on ~~other~~the ~~times~~foregoing, ~~ordinary~~our ~~shares~~Certifying ~~are~~Officers ~~classified~~concluded ~~as shareholders’ equity. Our ordinary shares feature certain redemption rights~~ that ~~are considered to be outside of~~ our ~~control~~disclosure controls and ~~subject~~procedures towere ~~occurrence of uncertain~~effective ~~future events. Accordingly, ordinary shares subject to possible redemption is presented~~ as ~~temporary equity, outside~~ of ~~the~~March ~~shareholders’ deficit~~31, ~~section of our unaudited condensed consolidated balance sheets in “Item 1~~2023. ~~Financial Statements”.~~

~~Class A ordinary shares subject to possible redemption~~Changes is presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheet. Under FASB ASC Topic 480-10-S99, “Distinguishing Liabilities From Equity”, we have elected to recognize changes in ~~the~~Internal ~~redemption~~Control ~~value immediately~~Over asFinancial they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security.Reporting

~~Net~~There were ~~Income~~no ~~(Loss)~~changes ~~per~~in ~~Ordinary~~our ~~Share~~internal control over financial reporting that occurred during the quarter of the fiscal year covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of shares of ordinary shares outstanding for the period. Income or loss is allocated on a pro rata basis to each of the two classes of ordinary shares. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value.24

~~Recent~~PART II ~~Accounting~~- ~~Standards~~OTHER INFORMATION

~~Management does not believe that there are any~~Item ~~recently~~1. ~~issued,~~Legal ~~but not yet effective, accounting standards, if currently adopted, would have a material effect on our accompanying unaudited condensed consolidated financial statements~~Proceedings.

~~Factors~~To the ~~That~~knowledge ~~May~~of ~~Adversely~~our ~~Affect~~management ~~Our~~team, ~~Results~~there is no litigation currently pending or contemplated against us, any of ~~Operations~~our officers or directors in their capacity as such or against any of our property.

~~Our results of operations and our ability to complete~~Item ~~an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control~~1A. ~~Our~~Risk business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the UkraineFactors. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

25As of the date of this Report, other than as set forth below, there have been no material changes with respect to those risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

~~Item~~Changes in 3.China’s ~~Quantitative~~economic, ~~and~~political ~~Qualitative~~or ~~Disclosures~~social ~~About~~conditions ~~Market~~or ~~Risk~~government policies could materially adversely affect the business of our company.

WeOur principal ~~are~~executive aoffices ~~smaller~~and ~~reporting~~management ~~company~~team asare ~~defined by~~located ~~Rule~~in ~~12b-2~~Hong ofKong. Accordingly, the ~~Exchange~~business, ~~Act~~financial condition, results of operations and ~~are~~prospects ~~not~~of ~~required~~our tocompany ~~provide~~may ~~the~~be ~~information~~influenced ~~otherwise~~by ~~required~~political, ~~under~~economic ~~this~~and ~~item~~social conditions in China generally.

~~Item~~The Chinese 4economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, foreign exchange control and allocation of resources. ~~Controls~~Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the ~~Procedures~~establishment of improved corporate governance in business enterprises, the government still owns a substantial portion of productive assets in China.

~~Evaluation~~In addition, the Chinese government plays a significant role in regulating industry development through industrial policies. The Chinese government also exercises significant control over China’s economic growth by allocating resources, controlling payment of ~~Disclosure~~foreign currency-denominated ~~Controls~~obligations, setting monetary policy and ~~Procedures~~providing preferential treatment to particular industries or companies.

~~Disclosure~~While the ~~controls~~Chinese ~~and~~economy ~~procedures~~has ~~are~~experienced ~~controls and~~significant ~~other~~growth ~~procedures~~over ~~designed~~past todecades, ~~ensure~~growth ~~that~~has ~~information~~been ~~required~~uneven, toboth begeographically ~~disclosed~~and inamong ~~our~~various sectors ~~reports~~of ~~filed~~the oreconomy. ~~submitted~~Any ~~under~~adverse ~~the~~changes ~~Exchange Act~~in iseconomic ~~recorded,~~conditions ~~processed~~in China, ~~summarized~~in ~~and~~the ~~reported~~policies ~~within~~of the ~~time~~Chinese ~~periods~~government ~~specified~~or in the ~~SEC’s rules and forms. Disclosure controls~~laws and ~~procedures~~regulations ~~include, without limitation, controls and procedures designed to ensure that information required to be disclosed~~ in ~~our reports~~China ~~filed~~could ormaterially ~~submitted~~adversely ~~under~~affect the ~~Exchange~~overall ~~Act~~economic isgrowth ~~accumulated~~of ~~and~~China. ~~communicated~~Such todevelopments ~~our~~could ~~management,~~adversely ~~including~~ affect our ~~Chief~~business ~~Executive Officer~~ and ~~Chief~~operating ~~Financial Officer (together~~results, ~~the~~reducing ~~“Certifying~~demand ~~Officers”),~~for orour ~~persons~~services ~~performing~~and ~~similar~~adversely ~~functions,~~affecting asour ~~appropriate, to~~competitive ~~allow timely decisions regarding required disclosure~~position.

~~Under~~The Chinese ~~the~~government ~~supervision~~has ~~and~~implemented ~~with~~various ~~the~~measures ~~participation of~~to ~~our~~encourage ~~management,~~economic ~~including~~growth ~~our~~and ~~Certifying~~guide ~~Officers,~~the weallocation ~~carried~~of ~~out~~resources. anSome ~~evaluation~~ of ~~the~~these measures ~~effectiveness~~may ofbenefit the ~~design~~overall ~~and~~Chinese ~~operation~~economy, ~~of our~~but ~~disclosure~~may ~~controls~~negatively ~~and~~affect ~~procedures~~us. asIn ~~defined~~the inpast ~~Rules~~the ~~13a-15(e)~~Chinese ~~and~~government ~~15d-15(e)~~has ~~under~~implemented ~~the~~certain measures, ~~Exchange~~including ~~Act.~~interest ~~Based~~rate onadjustments, to control the ~~foregoing,~~pace ~~our Certifying~~of ~~Officers~~economic ~~concluded~~growth. ~~that~~These ~~our~~measures ~~disclosure~~may ~~controls~~decrease ~~and~~economic ~~procedures~~activity in ~~were~~China, ~~effective~~which asmay ofadversely ~~September~~affect ~~30,~~our ~~2022~~business and operating results.

~~Changes~~Uncertainties with inrespect ~~Internal~~to ~~Control~~the ~~Over~~PRC ~~Financial~~legal system could adversely affect us, as well as our ability to consummate a Business Combination with operations ~~Reporting~~in China.

~~There~~The People’s ~~were~~Republic noof ~~changes~~China in(“PRC”) ~~our internal~~legal ~~control~~system ~~over~~is ~~financial~~a ~~reporting~~civil ~~that~~law ~~occurred~~system ~~during~~based ~~the~~on ~~quarter~~written ofstatutes. Unlike the ~~fiscal~~common ~~year~~law ~~covered~~system, prior bycourt ~~this~~decisions ~~Quarterly~~under ~~Report~~the ~~that~~civil ~~have materially~~law ~~affected,~~system ormay ~~are~~be ~~reasonably~~cited ~~likely~~for toreference ~~materially~~but ~~affect,~~have ~~our~~limited ~~internal~~precedential ~~control over financial reporting~~value.

26In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation since then has significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China.

~~PART~~The interpretation IIand -enforcement ~~OTHER~~of ~~INFORMATION~~these laws and regulations involve uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we obtain. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. In addition, regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us.

~~Item 1. Legal Proceedings.~~25

To Furthermore, the ~~knowledge~~PRC oflegal ~~our~~system ~~management~~is ~~team~~based in part on government policies and internal rules, ~~there is~~some noof ~~litigation~~which ~~currently~~are ~~pending~~not published on a timely basis or at ~~contemplated~~all ~~against~~and ~~us,~~may ~~any~~have retroactive effect. We may not be aware of our ~~officers~~violation orof ~~directors~~any inof ~~their~~these ~~capacity~~policies asand ~~such~~rules oruntil ~~against~~after the violation occurs. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of ~~our~~resources ~~property~~and management attention.

~~Item~~On July 10, 1A2021, the Cyberspace Administration of China issued a revised draft of the Measures for Cybersecurity Review for public comments, which required that, among others, in addition to “operator of critical information infrastructure”, any “data processor” controlling personal information of no less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities. ~~Risk~~We ~~Factors~~do not believe we are among the “operator of critical information infrastructure” or “data processor” as mentioned above, however, the revised draft of the Measures for Cybersecurity Review is in the process of being formulated and it remains unclear on how it will be interpreted, amended and implemented by the relevant PRC governmental authorities. Thus, it is still uncertain how PRC governmental authorities will regulate overseas listing in general and whether we are required to obtain any specific regulatory approvals. Furthermore, if the China Securities Regulatory Commission, or the CSRC or other regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals for our initial Business Combination, we may be unable to obtain such approvals which could significantly limit or completely hinder our ability to search for or complete an initial Business Combination.

~~As of the date of this Report~~Furthermore, ~~other than as set~~ ~~forth below, there have been no material changes with respect to those risk factors previously disclosed in our (i) Registration Statement on Form S-1 initially filed with~~ the ~~SEC~~PRC ongovernment ~~June~~authorities ~~26,~~may ~~2020,~~strengthen asoversight ~~amended,~~ and ~~declared~~control ~~effective~~over onofferings ~~(File~~that ~~No.~~are ~~333-239462)~~conducted ~~(our~~overseas ~~“Registration Statement”), (ii) Quarterly Report on Forms 10-Q~~ and ~~10-Q~~/Aor ~~for~~foreign ~~the quarter ended September 30, 2020, as initially filed with the~~investment ~~SEC~~in onChina-based ~~November 16, 2020, and as amended January 11, 2022, (iii) Amendment No~~issuers. 2Such toactions ~~our~~taken ~~Annual~~by ~~Report on Form 10-K/A for~~ the ~~year~~PRC ~~ended December~~government ~~31,~~authorities ~~2020,~~may asintervene ~~filed~~or ~~with~~influence ~~the~~our ~~SEC~~operations ~~January~~at ~~11,~~any ~~2022~~time, ~~(iv) Annual Report on Form 10-K for the year ended December 31, 2021, as filed~~which ~~with~~are ~~the~~beyond ~~SEC~~our oncontrol. ~~March 31~~Therefore, ~~2022,~~any ~~(v)~~such ~~Quarterly~~action ~~Report~~may onadversely ~~Form~~affect ~~10-Q~~our ~~for~~operations ~~the quarter ended March 31, 2022, as filed with the SEC on May 24, 2022, (vi) Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, as filed with the SEC on August 18, 2022~~ and ~~(vii)~~significantly ~~definitive proxy~~limit ~~statement dated September 28, 2022, as filed with the SEC on September 29, 2022. Any of these factors could result in a significant~~ or ~~material~~hinder ~~adverse effect on~~ our ~~results of operations or financial condition. Additional risks could arise that may also affect our business or~~ ability to ~~consummate~~offer anor ~~initial~~continue ~~Business Combination. We may disclose changes~~ to ~~such~~offer ~~risk~~securities ~~factors or disclose additional risk factors from time~~ to ~~time~~you inand ~~our~~reduce ~~future~~the ~~filings~~value ~~with~~of ~~the~~such ~~SEC~~securities.

~~The~~Uncertainties ~~SEC~~regarding ~~has~~the ~~recently~~enforcement ~~issued~~of ~~proposed~~laws and the fact that rules toand ~~regulate~~regulations ~~special~~in ~~purpose~~China ~~acquisition~~can ~~companies.~~change ~~Certain~~quickly ofwith little advance notice, along with the ~~procedures~~risk that ~~we,~~the aChinese ~~potential Business~~government ~~Combination~~may ~~target,~~intervene or ~~others~~influence ~~may~~our ~~determine~~operations toat ~~undertake~~any intime, ~~connection~~or ~~with~~may ~~such~~exert ~~proposals~~more ~~may~~control ~~increase~~over ~~our~~offerings conducted ~~costs~~overseas and/or ~~the~~foreign ~~time needed~~investment toin ~~complete~~China-based anissuers ~~initial~~could ~~business~~result ~~combination~~in ~~and~~a ~~may~~material ~~constrain~~change in our operations, financial performance and/or the ~~circumstances~~value ~~under~~of ~~which~~our wesecurities ~~could~~or ~~complete~~impair aour ~~business~~ability ~~combination~~to raise money.

OnThe PRC ~~March 30,~~government ~~2022,~~may ~~the~~exert ~~SEC~~substantial ~~issued~~influence ~~proposed rules~~over (the ~~“SPAC~~manner ~~Rule Proposals”) relating, among other items, to disclosures~~ in ~~SEC~~which ~~filings~~we inconduct ~~connection~~our ~~with~~ business ~~combination transactions~~activities ~~between~~following ~~special~~a ~~purpose~~Business ~~acquisition companies (“SPACs”) such as us and private operating companies; the financial~~Combination. ~~statement~~The ~~requirements~~PRC ~~applicable~~government tomay ~~transactions~~also ~~involving~~intervene ~~shell~~or ~~companies;~~influence ~~the~~our ~~use~~operations ofat ~~projections~~any intime, ~~SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to~~ which ~~SPACs~~ could ~~become~~result ~~subject~~in ~~to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including~~ a ~~proposed~~material ~~rule~~change ~~that~~in ~~would~~our ~~provide SPACs a safe harbor from treatment as an investment company if they~~operations ~~satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose~~ and/or ~~activities. The SPAC Rule Proposals have not yet been adopted and may be adopted in~~ the ~~proposed~~value ~~form~~of orour ~~in a different form that could impose additional regulatory requirements on SPACs~~securities.

~~Certain~~We ofare ~~the~~currently ~~procedures~~not ~~that~~required ~~we,~~to ~~Indiev,~~obtain orapproval ~~others~~from ~~may~~Chinese ~~determine~~authorities to ~~undertake~~list inon ~~connection~~U.S ~~with~~exchanges. ~~the~~However, ~~SPAC~~if ~~Rule~~we ~~Proposals,~~are orrequired ~~pursuant~~ to ~~the~~obtain ~~SEC’s~~approval ~~views expressed~~ in the ~~SPAC~~future ~~Rule~~and ~~Proposals,~~were ~~may~~denied ~~increase~~permission ~~the~~from ~~costs~~Chinese ofauthorities ~~completing~~to acontinue ~~Business~~listing ~~Combination~~on ~~and~~ the ~~time~~U.S. ~~required to consummate a transaction~~exchanges, ~~and~~we may ~~constrain~~not ~~the~~be ~~circumstances~~able to ~~under~~continue ~~which~~listing weon ~~could~~the ~~complete a Business Combination~~U.S. ~~Additionally~~exchange, ~~the~~ ~~Company~~continue ~~has~~to ~~determined~~offer ~~that~~securities ~~if the Company is unable~~ to ~~complete~~investors, aor ~~Business~~materially ~~Combination~~affect ~~during~~ the ~~Combination~~interest ~~Period (or~~of ~~by July 17, 2023),~~ the ~~Company~~investors and ~~will~~cause ~~cease~~significantly ~~all~~depreciation ~~operations~~of ~~except for~~ the ~~purpose~~price of ~~liquidating~~our securities.

IfThe Chinese wegovernment ~~were~~has ~~deemed~~exercised and continues to beexercise ansubstantial ~~investment~~control ~~company for~~over ~~purposes~~virtually every sector of the ~~Investment~~ ~~Company~~Chinese ~~Act,~~economy wethrough regulation ~~may~~and bestate ~~forced~~ownership. toOur ~~abandon~~ability ~~our~~to ~~efforts~~operate toin ~~complete~~China anfollowing ~~initial~~a Business Combination ~~and instead~~may be ~~required~~harmed toby ~~liquidate~~changes ~~the~~in ~~Company.~~its Tolaws and ~~mitigate~~regulations, ~~that~~including ~~risk~~those relating to taxation, ~~the~~environmental ~~trustee~~regulations, ~~upon~~land ~~our~~use ~~instruction~~rights, ~~has~~property ~~liquidated~~and ~~the~~other ~~securities~~matters. The central ~~held~~or inlocal ~~our~~governments ~~Trust~~of ~~Account and~~these ~~instead~~jurisdictions ~~holds~~may ~~all~~impose ~~funds~~new, instricter ~~the~~regulations ~~Trust~~or ~~Account~~interpretations inof ~~cash.~~existing Asregulations athat ~~result,~~would require ~~following~~additional expenditures and efforts on our part to ensure our compliance with such ~~liquidation,~~regulations weor ~~are~~interpretations. Accordingly, ~~likely~~government toactions ~~receive~~in ~~minimal~~the ~~interest~~future, ifincluding any, ondecision ~~the~~not ~~funds~~to ~~held~~continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the ~~Trust~~implementation ~~Account,~~of ~~which~~economic ~~would~~policies, ~~reduce~~could ~~the~~have ~~dollar~~a ~~amount~~significant ~~that~~effect ~~our~~on ~~Public~~economic ~~Shareholders~~conditions ~~would~~in ~~receive~~China ~~upon~~or ~~any~~particular ~~redemption~~regions orthereof, ~~liquidation~~and could require us to divest ourselves of ~~the~~any ~~Company~~interest we then hold in our operations in China.

~~SPAC Rule Proposals sets forth~~For example, ~~among other matters,~~ the ~~circumstances~~Chinese incybersecurity ~~which~~regulator aannounced ~~SPAC~~on ~~such~~July 2, as2021, usthat ~~could~~it ~~potentially~~had bebegun ~~subject~~an toinvestigation ~~the Investment~~of ~~Company~~Didi ~~Act~~Global ~~and the regulations thereunder~~Inc. (NYSE: ~~The~~DIDI) ~~SPAC~~and ~~Rule~~two ~~Proposals~~days ~~would~~later ~~provide~~ordered athat ~~safe harbor for such companies from~~ the ~~definition of “investment~~ company”’s ~~under~~application ~~Section 3(a)(1)(A) of the~~be ~~Investment~~removed ~~Company~~from ~~Act,~~smartphone ~~provided~~app ~~that a SPAC satisfies certain criteria~~stores. ToSimilarly, ~~comply~~our ~~with the duration limitation of the proposed safe~~business ~~harbor,~~segments amay ~~SPAC~~be ~~would~~subject ~~have a limited time period~~ to ~~announce~~various government and ~~complete~~regulatory ainterference ~~de-SPAC transaction.~~in ~~Specifically, to comply with~~ the ~~safe~~ ~~harbor,~~regions ~~the~~in ~~SPAC~~which ~~Rule~~we ~~Proposals~~operate. ~~would~~We ~~require~~could abe ~~company~~subject to ~~file a report on Form 8-K announcing that it has entered into~~ anregulation ~~agreement~~by ~~with~~various apolitical ~~target~~and ~~company~~regulatory ~~for~~entities, anincluding ~~initial~~various ~~business~~local ~~combination~~and nomunicipal ~~later~~agencies ~~than~~and ~~18 months~~government ~~after the effective date of its registration~~sub-divisions. ~~statement~~We ~~for~~may ~~its~~incur ~~initial~~increased ~~public~~costs ~~offering~~necessary ~~(the “IPO Registration Statement”). The company would then be required~~ to ~~complete its~~comply ~~initial~~with ~~business~~existing ~~combination~~and nonewly ~~later~~adopted ~~than~~laws ~~24 months~~and ~~after~~regulations ~~the~~or ~~effective~~penalties ~~date~~for ofany ~~the~~failure ~~IPO Registration Statement~~to comply.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that has not entered into a definitive agreement within 18 months after the effective date of its IPO Registration Statement or that does not complete its initial business combination within 24 months after such date. We have not entered into a definitive business combination agreement within 18 months after the effective date of our IPO Registration Statement, and has not completed our initial Business Combination within 24 months of such date. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial Business Combination and instead be required to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.26

27Furthermore, it is uncertain when and whether we will be required to obtain permission from the PRC government to continue listing on U.S. exchanges, and even when such permission is obtained, whether it will be denied or rescinded. Although we are currently not required to obtain permission from any of the PRC central or local government to obtain such permission and has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry.

~~The funds in the Trust Account have, since our~~It ~~IPO,~~may ~~been~~be ~~held~~difficult ~~only~~for inoverseas ~~U.S. government~~shareholders ~~treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations~~ and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, upon our instruction, has liquidated the U.S. government treasury obligations /or ~~money market~~regulators ~~funds held in the Trust Account and will continue~~ to ~~hold~~conduct ~~all~~investigation ~~funds in the Trust Account in cash until the earlier of consummation of an initial Business Combination~~ or ~~liquidation.~~collect Asevidence awithin result, following such liquidation, we are likely to receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the CompanyChina.

~~The~~Shareholder claims ~~longer~~or regulatory investigation that ~~the~~are ~~funds~~common in the ~~Trust~~United ~~Account~~ States generally are ~~held~~difficult into ~~short-term U.S. government~~pursue ~~treasury~~as ~~obligations~~a matter of law or practicality in ~~money~~China. ~~market~~For ~~funds~~example, ~~invested~~in ~~exclusively~~China, inthere ~~such~~are ~~securities, the~~significant ~~greater~~legal ~~the~~and ~~risk~~other ~~that~~obstacles weto ~~may~~providing beinformation ~~considered~~needed anfor ~~unregistered~~regulatory ~~investment~~investigations or ~~company,~~litigation ininitiated ~~which~~outside ~~case~~China. weAlthough the authorities in China may beestablish ~~required~~a toregulatory ~~liquidate~~cooperation mechanism with the ~~Company.~~securities ~~Accordingly,~~regulatory weauthorities ~~may~~of ~~determine,~~another incountry ~~our~~or ~~discretion,~~region to ~~liquidate~~implement ~~the~~cross-border supervision and administration, such cooperation with the securities ~~held~~regulatory authorities in the ~~Trust~~Unities ~~Account~~States atmay ~~any~~not ~~time~~be efficient in the absence of mutual and ~~instead~~practical ~~hold~~cooperation ~~all~~mechanism. ~~funds~~Furthermore, inaccording to Article 177 of the ~~Trust~~PRC ~~Account~~Securities inLaw, ~~cash~~or Article 177, which ~~would~~became ~~further~~effective ~~reduce~~in ~~the~~March 2020, no ~~dollar~~overseas ~~amount~~securities ~~our~~regulator ~~Public~~is ~~Shareholders~~allowed ~~would~~to ~~receive~~directly ~~upon~~conduct ~~any~~investigation ~~redemption~~ or ~~liquidation~~evidence ofcollection ~~the~~activities ~~Company.~~within Ifthe weterritory of ~~are~~the ~~required~~PRC towithout ~~liquidate~~first ~~the~~receiving ~~Company,~~approval ~~our~~from ~~investors~~the ~~would~~China ~~not~~Securities beRegulatory ~~able~~Commission. toWhile ~~realize~~detailed ~~the~~interpretation ~~benefits~~ of or implementation ~~owning~~rules ~~securities~~under inArticle 177 ahave ~~successor~~yet ~~operating~~to ~~business~~be promulgated, ~~including~~ the ~~potential~~inability ~~appreciation~~for inan ~~the~~overseas ~~value~~securities ofregulator ~~our~~to ~~shares~~directly ~~and~~conduct ~~warrants following~~investigation ~~such~~or aevidence ~~transaction,~~collection ~~and~~activities ~~our~~within ~~warrants~~China ~~would~~may ~~expire~~further ~~worthless~~increase difficulties faced by you in protecting your interests.

~~Additionally, the Company has determined that~~You ifmay ~~the~~experience ~~Company~~difficulties isin ~~unable~~effecting toservice ~~complete~~of alegal ~~Business~~process, ~~Combination~~enforcing ~~during~~foreign ~~the~~judgments ~~Combination Period (~~or bybringing ~~July~~actions ~~17,~~in ~~2023),~~China ~~the~~against ~~Company will cease~~us ~~all~~or ~~operations~~our ~~except~~management ~~for~~based ~~the~~on ~~purpose~~foreign ~~of liquidating~~laws.

WeWhile we ~~may~~are ~~not~~an beexempted ~~able~~company toincorporated ~~complete~~under anthe laws of the Cayman Islands, following our initial Business Combination, ~~(such~~we asmay ~~the~~conduct business ~~Transactions)~~operations ~~should~~in anChina ~~initial~~and ~~Business~~our ~~Combination~~assets may be ~~subject~~located toin ~~any~~China. ~~potential~~In ~~review~~addition, byour officers may reside within China for a ~~U.S. government~~significant ~~entity,~~portion ~~such~~of asthe time and they may be PRC nationals. The PRC does not have treaties providing for the ~~Committee~~reciprocal onrecognition ~~Foreign~~and ~~Investment~~enforcement of injudgments of courts with the United States, ~~(“CFIUS”)~~the United Kingdom, Japan and many other jurisdictions. As a result, ~~the~~it ~~pool~~may ofnot ~~potential~~be possible ~~targets~~for ~~with~~investors ~~which~~to weserve ~~could~~process ~~complete~~upon anus ~~initial~~or ~~Business~~those ~~Combination~~persons in China, or to enforce against us or them in China, any judgments obtained from non-PRC jurisdictions. As a result, it may be ~~limited~~difficult iffor weyou to effect service of process upon us or those persons inside mainland China. It may also be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors who do not ~~complete~~reside in the ~~Transactions~~United States or have substantial assets located in the United States. In addition, there is uncertainty as to whether the ~~time~~courts ~~necessary~~of ~~for~~the ~~any~~PRC ~~governmental~~would recognize or ~~regulatory~~enforce ~~review~~judgments of U.S. courts against us or ~~approval~~such ~~could~~persons ~~prevent~~predicated usupon ~~from~~the ~~completing~~civil anliability ~~initial~~provisions ~~Business~~of ~~Combination (such~~the assecurities laws of the ~~Transactions) and~~United ~~require~~States usor toany ~~liquidate~~state.

~~Certain~~On July 14, ~~investments~~2006, ~~that~~the ~~involve~~Supreme People’s Court of China and the ~~acquisition~~Government of the Hong Kong Special Administrative Region signed an Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters, or ~~investment~~the in2006 Arrangement. Under such arrangement, where any designated People’s Court or any designated Hong Kong court has made an enforceable final judgment requiring payment of money in a ~~U.S. business~~civil byand commercial case pursuant to a ~~non-U~~choice of court agreement, any party concerned may apply to the relevant People’s Court or Hong Kong court for recognition and enforcement of the judgment.S. On January ~~investor~~18, ~~may~~2019, bethe ~~subject~~Supreme Court toof ~~review~~the People’s Republic of China and ~~approval~~the byDepartment of Justice under the ~~Committee~~Government onof ~~Foreign~~the Hong Kong Special Administrative ~~Investment~~Region signed the Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the ~~United States~~Courts of the Mainland and of the Hong Kong Special Administrative Region (the “~~CFIUS~~2019 Arrangement”). ~~Whether~~The ~~CFIUS~~2019 ~~has~~Arrangement, ~~jurisdiction~~for tothe ~~review~~reciprocal recognition anand ~~acquisition~~enforcement orof ~~investment~~judgments ~~transaction depends~~in ~~on,~~civil ~~among~~and ~~other~~commercial ~~factors,~~matters between the ~~nature~~courts in mainland China and ~~structure~~those ofin the ~~transaction~~Hong Kong Special Administrative Region, ~~including~~stipulates the ~~level~~scope and particulars of ~~beneficial~~judgments, ~~ownership~~the ~~interest~~procedures and ways of the application for recognition or enforcement, the ~~nature~~review of ~~any~~the ~~information~~jurisdiction orof ~~governance~~the ~~rights~~court ~~involved.~~that ~~For~~issued ~~example~~the original judgment, ~~investments~~the ~~that~~circumstances ~~result~~where inthe ~~“control”~~recognition and enforcement of a Ujudgment shall be refused, and the approaches towards remedies, among others.~~S. business~~ After a judicial interpretation has been promulgated by athe ~~foreign~~Supreme ~~person~~People’s ~~always~~Court ~~are~~and ~~subject~~the torelevant ~~CFIUS~~procedures ~~jurisdiction.~~have ~~Significant~~been ~~CFIUS~~completed ~~reform~~by ~~legislation~~the Hong Kong Special Administrative Region, both sides shall announce a date on which ~~was~~the ~~fully~~2019 ~~implemented~~Arrangement ~~through regulations~~shall ~~that~~come ~~became~~into ~~effective~~effect. The 2019 Arrangement shall apply to any judgment made on ~~February 13,~~or ~~2020,~~after ~~expanded~~its effective date by the ~~scope~~courts of ~~CFIUS’s~~both ~~jurisdiction~~sides. toThe ~~investments~~2006 ~~that~~Arrangement doshall ~~not~~be terminated on the same day when ~~result~~the in2019 ~~control~~Arrangement ofcomes ainto Ueffect.~~S. business~~ byIf a ~~foreign~~“written ~~person~~choice ~~but~~of ~~afford~~court ~~certain~~agreement” ~~foreign~~has ~~investors~~been ~~certain~~signed ~~information~~by orparties ~~governance~~according ~~rights~~to inthe a2006 UArrangement prior to the effective date of the 2019 Arrangement, the 2006 Arrangement shall still apply.~~S. business~~ ~~that~~Although the 2019 Arrangement has abeen ~~nexus~~signed, its effective date has yet to ~~“critical~~be ~~technologies~~announced. Therefore,” ~~“critical~~there ~~infrastructure”~~are still uncertainties about the outcomes and~~/or~~ ~~“sensitive~~effectiveness ~~personal~~of ~~data~~enforcement or recognition of judgments under the 2019 Arrangement.”

The Sponsor currently owns 3,593,750 Founder Shares and 4,375,000 private placement warrants. Mr. Kenneth Ng, our Senior Advisor, is one of three directors of our Sponsor and has the right to appoint a majority of the directors of our Sponsor through an entity controlled by him. Mr. Ng is a citizen of China. Other members of the Sponsor include certain officers and directors of the Company. To the best of the Company’s knowledge, 100% of the total allocated membership interests in the Sponsor are owned by Hong Kong persons on a look-through basis.27

~~Accordingly,~~Shareholder claims ~~each~~that ofare uscommon ~~and~~in the ~~Sponsor~~United ~~may~~States, ~~be considered~~including assecurities alaw ~~“foreign~~class ~~person”~~actions ~~under CFIUS rules~~ and ~~regulations.~~fraud Ifclaims, ~~CFIUS~~generally ~~considers~~are usdifficult to bepursue as a ~~“foreign~~matter ~~person” and~~of ~~the~~law ~~potential~~or ~~target~~practicality ain UChina.~~S. business~~ ~~(such~~For asexample, ~~Indiev)~~in ~~that~~China, ~~may~~there ~~affect~~are ~~national~~significant ~~security,~~legal weand ~~could~~other beobstacles ~~subject~~ to ~~such~~obtaining ~~foreign~~information ~~ownership~~needed ~~restrictions~~for ~~and/~~shareholder investigations or ~~CFIUS~~litigation ~~review.~~outside IfChina anor ~~initial~~otherwise ~~Business~~with ~~Combination~~respect ~~(such~~to asforeign entities. Although the ~~Transactions)~~local ~~falls~~authorities in ~~within~~China may establish a regulatory cooperation mechanism with the ~~scope~~securities regulatory authorities of ~~applicable~~another country or region to ~~foreign~~implement ~~ownership~~cross-border ~~restrictions~~supervision and administration, wesuch ~~may~~regulatory becooperation ~~unable~~with tothe ~~consummate~~securities regulatory authorities in the United ~~initial~~States ~~Business~~has ~~Combination.~~not Inbeen ~~addition,~~efficient ifin anthe ~~initial~~absence ~~Business~~of ~~Combination (such~~mutual asand practical cooperation mechanism. According to Article 177 of the PRC ~~Transactions)~~Securities ~~falls~~Law ~~within~~which ~~CFIUS’s~~became ~~jurisdiction~~effective in March 2020, weno ~~may~~overseas besecurities ~~required~~regulator tois ~~make~~allowed ato ~~mandatory~~directly ~~filing~~conduct investigation or ~~determine~~evidence tocollection ~~submit a~~activities ~~voluntary~~within ~~notice~~the toPRC. ~~CFIUS~~Accordingly, orwithout tothe ~~proceed~~consent ~~with~~of the ~~initial~~competent ~~Business~~PRC ~~Combination~~securities ~~without~~regulators ~~notifying~~or ~~CFIUS~~other relevant authorities, no entity or individual may provide any documents and ~~risk~~materials ~~CFIUS~~relating ~~intervention, before~~to orsecurities ~~after~~business ~~closing~~activities ~~the~~to ~~initial~~foreign entities ~~Business~~or ~~Combination~~government agencies.

~~Additionally,~~Item ~~the laws and regulations of other U~~2.~~S. government~~ ~~entities~~Unregistered ~~may~~Sales ~~impose review or approval procedures on account~~ of ~~any~~Equity ~~foreign~~Securities ownership by the Sponsor. If we were to seek an initial Business Combination not subject to CFIUS jurisdiction, the pool of potential targets with which we could complete an initial Business Combination may be limited as a result of any such regulatory restriction. Moreover, the process of any government review, whether by CFIUS or otherwise, could be lengthy and itUse may result in us taking more than 36 months to receive CFIUS clearance and complete the initial Business Combination. Because we have only a limited time to complete an initial Business Combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. Additionally, the Company has determined that if the Company is unable to complete a Business Combination during the Combination Period (or by July 17, 2023), the Company will cease all operations except for the purpose of ~~liquidating~~Proceeds. If we liquidate, our Public Shareholders may only receive $10.00 per share, and our warrants will expire worthless. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning securities in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

~~There~~None. For isa ~~substantial~~description ~~doubt~~of ~~about~~the use of proceeds generated in our ~~ability~~Initial Public offering and private placement, see Part II, Item 2 of the Company’s toQuarterly ~~continue~~Report on Form 10-Q for the quarter ended September 30, 2020, as afiled ~~“going~~with ~~concern~~the SEC on November 16, 2020.” There has been no material change in the planned use of proceeds from the Company’s Initial Public Offering and Private Placement as described in the Registration Statement.

~~In connection with the Company’s assessment~~Item of3. ~~going~~Defaults ~~concern~~Upon ~~considerations~~Senior under applicable accounting standards, management has determined that our possible need for additional financing to enable us to negotiate and complete our initial Business Combination, as well as the deadline by which we may be required to liquidate our Trust Account, raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date the financial statements included in “Item 1Securities. ~~Financial Statements”.~~

28None.

Item 2 4. ~~Unregistered~~Mine ~~Sales~~Safety ~~of Equity Securities and Use of Proceeds~~Disclosures.

~~None. For a description of the use of proceeds~~Not generated in our Initial Public offering and private placement, see Part II, Item 2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the SEC on November 16, 2020applicable. ~~There has been no material change in the planned use of proceeds from the Company’s Initial Public Offering and Private Placement as described in the Registration Statement.~~

Item 3 5. ~~Defaults~~Other ~~Upon Senior Securities~~Information.

None.

Item 4 6. ~~Mine Safety Disclosures~~Exhibits.

~~Not~~The following ~~applicable~~exhibits are filed as part of, or incorporated by reference into, this Report.

Item 5. Other Information.

No.		Description of Exhibit
3.1		Amended and Restated Memorandum and Articles of Association, filed on October 14, 2022 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 17, 2022).
10.1		Promissory Note issued to Malacca Straits Management Company Limited, dated March 31, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 31, 2023).
31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS		Inline XBRL Instance 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).*

~~None~~* Filed herewith.

~~Item~~** 6.Furnished ~~Exhibits~~herewith.

~~The following exhibits are filed as part of, or incorporated by reference into, this Report.~~28

No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of September 26, 2022, by and among Malacca Straits Acquisition Company Limited, Indiev, Inc, MLAC Merger Sub, Inc., Malacca Straits Management Company Limited, in the capacity as the Purchaser Representative thereunder, and Mr. Hai Shi, in the capacity as the Seller Representative thereunder (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 30, 2022).
3.1		Amended and Restated Memorandum and Articles of Association, filed on October 14, 2022 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 17, 2022).
10.1		Voting Agreement, dated as of September 26, 2022, by and among Malacca Straits Acquisition Company Limited, Indiev, Inc, and the stockholder of Indiev party thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 30, 2022).
10.2		Form of Lock-Up Agreement, by and between Malacca Straits Acquisition Company Limited and the stockholder of Indiev party thereto (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 30, 2022).
10.3		Non-Competition Agreement, dated as of September 26, 2022, by and among Malacca Straits Acquisition Company Limited, Indiev, Inc and Mr. Hai Shi (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on September 30, 2022).
10.4		Form of Registration Rights Agreement, by and among Malacca Straits Acquisition Company Limited, Malacca Straits Management Company Limited and Investors party thereto (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on September 30, 2022).
10.5		Sponsor Letter Agreement, dated as of September 26, 2022 by and between Malacca Straits Acquisition Company Limited and Malacca Straits Management Company Limited (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on September 30, 2022).
10.6		Form of Subscription Agreement, by and among Malacca Straits Acquisition Company Limited and the subscriber party thereto (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on September 30, 2022).
10.7		Amendment to the Underwriting Agreement, dated as of September 26, 2022, by and between Malacca Straits Acquisition Company Limited and BTIG, LLC (incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed with the SEC on September 30, 2022).
10.8		Promissory Note issued to Malacca Straits Management Company Limited, dated October 17, 2022 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 17, 2022).
31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS		Inline XBRL Instance 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).*

SIGNATURES

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

** Furnished herewith.

	MALACCA STRAITS ACQUISITION COMPANY LIMITED

Date: May 15, 2023		/s/ Gordon Lo
	Name:	Gordon Lo
	Title:	Chief Executive Officer and President (Principal Executive Officer)

Date: May 15, 2023		/s/ Stanley Wang
	Name:	Stanley Wang
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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

	MALACCA STRAITS ACQUISITION COMPANY LIMITED
Date: November 15, 2022		/s/ Gordon Lo
	Name:	Gordon Lo
	Title:	Chief Executive Officer and President (Principal Executive Officer)
Date: November 15, 2022		/s/ Stanley Wang
	Name:	Stanley Wang
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Filing Compare · Malacca Straits Acquisition Co Ltd