PART I. FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed financial statements for the period ended March 31, 2021, detailing the IPO and warrant reclassification Key Financial Data as of March 31, 2021 | Metric | Amount (USD) | | :--- | :--- | | **Balance Sheet** | | | Total Assets | $303,677,311 | | Investments held in Trust Account | $300,900,721 | | Total Liabilities | $25,437,952 | | Derivative warrant liabilities | $14,744,400 | | Total Shareholders' Equity | $5,000,009 | | **Statement of Operations** | | | Net Loss | $(1,234,716) | | Basic and diluted net loss per share, non-redeemable common stock | $(0.11) | - The company identified an error in its initial accounting for warrants, which were previously classified as equity. They have been corrected to be classified as **derivative liabilities** on the balance sheet, impacting the financial statements[45](index=45&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) [Unaudited Condensed Balance Sheet](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheet) As of March 31, 2021, total assets were $303.7 million, with $300.9 million in Trust Account, and $25.4 million in total liabilities Balance Sheet Summary as of March 31, 2021 | Category | Amount (USD) | | :--- | :--- | | **Assets** | | | Cash | $1,628,782 | | Investments held in Trust Account | $300,900,721 | | **Total Assets** | **$303,677,311** | | **Liabilities & Equity** | | | Total current liabilities | $193,552 | | Deferred underwriting commissions | $10,500,000 | | Derivative warrant liabilities | $14,744,400 | | **Total Liabilities** | **$25,437,952** | | Class A ordinary shares subject to possible redemption | $273,239,350 | | **Total Shareholders' Equity** | **$5,000,009** | [Unaudited Condensed Statement of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statement%20of%20Operations) For the period ended March 31, 2021, the company reported a net loss of $1.23 million, primarily from derivative warrant liabilities and offering costs Statement of Operations for the period ended March 31, 2021 | Line Item | Amount (USD) | | :--- | :--- | | Loss from operations | $(163,007) | | Change in fair value of derivative warrant liabilities | $(294,850) | | Offering costs associated with derivative warrant liabilities | $(777,580) | | Income from investments held in Trust Account | $721 | | **Net Loss** | **$(1,234,716)** | [Unaudited Condensed Statement of Changes in Shareholders' Equity](index=6&type=section&id=Unaudited%20Condensed%20Statement%20of%20Changes%20in%20Shareholders%27%20Equity) Shareholders' equity reached $5.0 million by March 31, 2021, influenced by IPO proceeds, offering costs, and the period's net loss Changes in Shareholders' Equity for the period ended March 31, 2021 | Activity | Impact on Equity (USD) | | :--- | :--- | | Issuance of Class B shares to Sponsor | $25,000 | | Sale of units in IPO (net of allocation to warrants) | $285,550,450 | | Offering costs | $(16,401,375) | | Reclassification of shares subject to possible redemption | $(273,239,350) | | Net loss | $(1,234,716) | | **Ending Shareholders' Equity** | **$5,000,009** | [Unaudited Condensed Statement of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows) Net cash used in operating activities was $1.18 million, while financing activities provided $303.7 million, resulting in $1.63 million cash at period-end Cash Flow Summary for the period ended March 31, 2021 | Cash Flow Category | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | $(1,181,799) | | Net cash used in investing activities | $(300,900,000) | | Net cash provided by financing activities | $303,710,581 | | **Net change in cash** | **$1,628,782** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Notes detail company operations, IPO terms, related party transactions, and significant warrant reclassification to derivative liabilities - The Company is a blank check company formed to effect a business combination, intending to focus on the Israeli technology industry[23](index=23&type=chunk) - The company has **24 months** from its IPO (until March 23, 2023) to complete a Business Combination, or it will be required to liquidate and return funds from the **Trust Account** to public shareholders[34](index=34&type=chunk) - A significant restatement was made to classify public and private warrants as **derivative liabilities** measured at fair value, following the SEC Staff Statement issued on April 12, 2021. This resulted in recognizing a **$14.4 million liability** upon issuance[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Discusses company operations since inception, highlighting a $1.2 million net loss from non-cash derivative liabilities, with sufficient working capital for the next year - The company is a blank check company targeting the Israeli technology industry, including sectors like cybersecurity, automotive technology, fintech, and AI[121](index=121&type=chunk) - For the period from inception to March 31, 2021, the company reported a **net loss of approximately $1.2 million**, mainly consisting of non-cash losses from changes in fair value of **derivative liabilities**, offering costs, and administrative expenses[126](index=126&type=chunk) - As of March 31, 2021, the company had approximately **$1.6 million** in its operating bank account and **working capital of $2.6 million**, which management believes is sufficient for at least the next year[127](index=127&type=chunk)[129](index=129&type=chunk) - The company's warrants are recognized as **derivative liabilities** and are re-measured to fair value each reporting period, with changes recognized in the statement of operations[135](index=135&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[147](index=147&type=chunk) [Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were ineffective as of March 31, 2021, due to a material weakness in warrant accounting, prompting remediation efforts - The company's disclosure controls and procedures were deemed **not effective** as of March 31, 2021[148](index=148&type=chunk) - A **material weakness** was identified related to the accounting for warrant liabilities, prompted by the SEC Staff Statement on SPAC warrants[148](index=148&type=chunk) - Remediation steps have been implemented, including enhancing the review process for complex securities and accounting standards[150](index=150&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company has no legal proceedings to report[152](index=152&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) New risk factors include material fluctuations from warrant re-evaluation as derivative liabilities and a material weakness in internal controls - The accounting of warrants as liabilities requires recurring fair value measurement, which may cause non-cash gains or losses and significant fluctuations in quarterly financial results[154](index=154&type=chunk)[155](index=155&type=chunk) - A **material weakness** in internal control over financial reporting was identified as of March 31, 2021, related to the accounting for warrants. Failure to remediate this could adversely affect investor confidence[157](index=157&type=chunk) - The company may face litigation and other risks as a result of the **material weakness** and the change in accounting for warrants[160](index=160&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) Details unregistered sale of Class B Founder Shares and confirms $300.0 million IPO proceeds were placed in the Trust Account - On January 22, 2021, the Sponsor purchased **8,625,000 Class B ordinary shares** (Founder Shares) for **$25,000** in an unregistered sale[161](index=161&type=chunk) - Following the IPO, **$300.0 million** of the net proceeds from the IPO and private placement were placed in the **Trust Account**[164](index=164&type=chunk) - There has been no material change in the planned use of proceeds from the IPO and Private Placement[165](index=165&type=chunk) [Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[166](index=166&type=chunk) [Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[167](index=167&type=chunk) [Other Information](index=30&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[168](index=168&type=chunk) [Exhibits](index=30&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including CEO/CFO certifications and XBRL data files - Exhibits filed include CEO and CFO certifications and XBRL Instance Documents[169](index=169&type=chunk)