Financial Performance - For the three months ended September 30, 2022, the company reported a net income of $507,193, with $797,218 in interest income offsetting $290,025 in formation and administrative expenses[110]. - The company reported a net loss per ordinary share, calculated by dividing net loss by the weighted average number of ordinary shares outstanding during the period[127]. - Diluted loss per share is the same as basic loss per share for the period presented, as the effect of warrants is considered anti-dilutive[128]. Initial Public Offering - The company completed its initial public offering on November 8, 2021, selling 17,250,000 public units at $10.00 per unit, generating gross proceeds of $172,500,000[107]. - The trust account held $177,011,962 of the initial public offering proceeds and interest earned as of September 30, 2022[113]. - The company has engaged EarlyBirdCapital as an advisor for the initial business combination, with a fee of 3.5% of the gross proceeds of the initial public offering payable upon consummation[121]. Cash and Working Capital - As of September 30, 2022, the company had cash outside its trust account amounting to $556,544 available for working capital needs[112]. - The company had $449,765 of outstanding borrowings under a working capital loan as of September 30, 2022[114]. - The company expects to incur approximately $280,000 for legal, accounting, and other expenses related to business combinations prior to the initial business combination[115]. Business Operations - The company has not commenced any operations and will not generate operating revenues until after the completion of an initial business combination[109]. - If the company does not complete a business combination by May 8, 2023, it will commence automatic winding up, dissolution, and liquidation[118]. Accounting Standards and Regulations - The company is assessing the impact of ASU No. 2020-06 on its financial position, which simplifies accounting for convertible instruments and is effective for fiscal years beginning after December 15, 2023[130]. - ASU 2022-03 clarifies that contractual sales restrictions are not considered in measuring equity securities at fair value, effective for fiscal years beginning after December 15, 2023[131]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[133]. Risks and Uncertainties - Various factors, including economic downturns and geopolitical instability, may adversely affect the company's results of operations and ability to complete an initial business combination[136]. - As of September 30, 2022, the company was not subject to any market or interest rate risk, with net proceeds from the IPO invested in U.S. government treasury obligations[137]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[138]. Administrative Agreements - The company has entered into an administrative services agreement, paying $3,000 per month for office space and administrative support[120].

Initial Public Offering - The company completed its initial public offering on November 8, 2021, selling 17,250,000 public units at $10.00 per unit, generating gross proceeds of $172,500,000[111]. - The trust account held $176,216,362 of the initial public offering proceeds and interest earned as of June 30, 2022[111]. - The company has engaged EarlyBirdCapital as an advisor for the initial business combination, with a fee of 3.5% of the gross proceeds of the initial public offering payable upon consummation[119]. Financial Performance - As of June 30, 2022, the company reported a net income of $37,357 for the three months ended June 30, 2022, and a net loss of $123,193 for the six months ended June 30, 2022[108]. - The company reported a net loss per ordinary share, calculated by dividing net loss by the weighted average number of ordinary shares outstanding during the period[124]. - Diluted loss per share is the same as basic loss per share for the period presented, as the effect of warrants is considered anti-dilutive[125]. Cash and Working Capital - The company has cash outside the trust account amounting to $604,188 available for working capital needs as of June 30, 2022[110]. - The company has outstanding borrowings of $449,765 under a working capital loan as of June 30, 2022[112]. Business Combination and Costs - The company expects to incur approximately $280,000 for legal, accounting, and other expenses related to business combinations prior to the initial business combination[113]. - The company anticipates significant costs in pursuing its initial business combination and cannot assure success in raising capital or completing the combination[103]. - If the company does not complete a business combination by May 8, 2023, it will commence automatic winding up, dissolution, and liquidation[116]. Regulatory and Accounting Considerations - The company is assessing the impact of ASU No. 2020-06 on its financial position, results of operations, or cash flows, effective for fiscal years beginning after December 15, 2023[126]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[128]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[130]. Risks and Uncertainties - Various factors, including economic uncertainty and geopolitical instability, may adversely affect the company's results of operations and ability to complete an initial business combination[131]. - As of June 30, 2022, the company was not subject to any market or interest rate risk, with IPO proceeds invested in U.S. government treasury obligations[132]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[133]. Off-Balance Sheet Arrangements - The company had no off-balance sheet arrangements as of June 30, 2022[117].

PART I FINANCIAL INFORMATION This part presents the unaudited condensed financial statements and management's discussion and analysis for Finnovate Acquisition Corp [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Finnovate Acquisition Corp.'s unaudited condensed financial statements, including balance sheets, operations, equity, and cash flows, are presented with detailed notes [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) The condensed balance sheets detail the company's financial position, showing stable Trust Account investments and a decrease in cash Condensed Balance Sheets | Metric | March 31, 2022 (Unaudited) | December 31, 2021 (Audited) | | :-------------------------------- | :--------------------------- | :-------------------------- | | Cash | $760,526 | $1,011,771 | | Investments held in Trust Account | $175,966,462 | $175,952,102 | | Total Assets | $177,349,172 | $177,633,484 | | Total Current Liabilities | $95,049 | $218,631 | | Working capital loan – related party | $449,765 | $449,765 | | Total Liabilities | $544,814 | $668,396 | | Class A ordinary shares subject to possible redemption | $175,950,000 | $175,950,000 | | Total Shareholders' Equity | $854,358 | $1,015,088 | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Statements of operations reveal a net loss for the period, primarily due to administrative expenses, partially offset by Trust Account interest Condensed Statements of Operations | Metric | For the three months ended March 31, 2022 | For the period from March 15, 2021 (inception) through March 31, 2021 | | :------------------------------------------ | :---------------------------------------- | :---------------------------------------------------------------- | | Formation, general and administrative expenses | $175,090 | $10,832 | | Interest earned on Investment held in Trust Account | $14,360 | - | | Net loss | $(160,730) | $(10,832) | | Basic and diluted net loss per redeemable ordinary share | $(0.01) | $(0.00) | | Basic and diluted net loss per non-redeemable ordinary share | $(0.01) | $(0.00) | [Condensed Statements of Changes in Shareholders' Equity](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) This statement details changes in shareholders' equity, reflecting the net loss and components like ordinary shares and accumulated deficit Condensed Statements of Changes in Shareholders' Equity | Metric | Balance – December 31, 2021 | Net Loss | Balance – March 31, 2022 | | :-------------------------- | :-------------------------- | :--------- | :----------------------- | | Class A Shares Amount | $15 | - | $15 | | Class B Shares Amount | $431 | - | $431 | | Additional Paid-in Capital | $1,654,188 | - | $1,654,188 | | Accumulated Deficit | $(639,546) | $(160,730) | $(800,276) | | Total Shareholders' Equity | $1,015,088 | $(160,730) | $854,358 | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) The cash flow statement indicates a net cash outflow from operating activities, driven by net loss and changes in operating items Condensed Statements of Cash Flows | Metric | For the three months ended March 31, 2022 | For the period from March 15, 2021 (inception) through March 31, 2021 | | :------------------------------------ | :---------------------------------------- | :---------------------------------------------------------------- | | Net loss | $(160,730) | $(10,832) | | Net cash provided by operating activities | $(251,245) | $(25,000) | | Net cash provided by financing activities | — | $25,000 | | Net change in cash | $(251,245) | — | | Cash at end of period | $760,526 | — | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) These notes provide detailed information on the company's organization, IPO, Trust Account, accounting policies, related party transactions, and liquidity [NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND](index=8&type=section&id=NOTE%201%20%E2%80%93%20ORGANIZATION%20AND%20BUSINESS%20BACKGROUND) Finnovate Acquisition Corp., a SPAC, completed its IPO in November 2021, placing **$175.95 million** in a Trust Account, facing liquidation risk by May 2023 - Finnovate Acquisition Corp. was incorporated on March 15, 2021, as a blank check company (SPAC) for the purpose of a business combination[19](index=19&type=chunk) - The company completed its IPO on November 8, 2021, selling **17,250,000 units** (including over-allotment) for gross proceeds of **$172,500,000**[21](index=21&type=chunk)[65](index=65&type=chunk) - **$175,950,000** from the IPO proceeds and private placement warrants was placed in a Trust Account, invested in U.S. government securities or money market funds[23](index=23&type=chunk)[67](index=67&type=chunk) - The company must complete a Business Combination within **18 months** from the IPO closing (by May 8, 2023), or it will liquidate, which raises substantial doubt about its ability to continue as a going concern[32](index=32&type=chunk)[38](index=38&type=chunk) Liquidity and Working Capital | Metric | As of March 31, 2022 | | :--------------------- | :------------------- | | Cash in operating account | $760,526 | | Working capital | $1,076,203 | | Working Capital Loan outstanding | $449,765 | [NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines significant accounting policies, including GAAP basis, emerging growth company status, and policies for investments, shares, and warrants - The financial statements are prepared in accordance with GAAP for interim financial information and SEC regulations (Form 10-Q, Article 8 of Regulation S-X)[41](index=41&type=chunk) - The company is an 'emerging growth company' under the JOBS Act and has elected to use the extended transition period for complying with new or revised financial accounting standards[43](index=43&type=chunk)[44](index=44&type=chunk) - Investments held in the Trust Account are cash equivalents in money market funds, presented at fair value, with gains/losses included in income[48](index=48&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value[53](index=53&type=chunk) - The company accounts for its outstanding warrants as equity-classified instruments[56](index=56&type=chunk) - Net loss per ordinary share is calculated using the two-class method, allocating loss proportionally to redeemable and non-redeemable shares[60](index=60&type=chunk) Net Loss Per Ordinary Share (March 31, 2022) | Share Class | Allocation of Net Loss | Weighted-Average Shares Outstanding | Basic and Diluted Net Loss Per Share | | :---------- | :--------------------- | :---------------------------------- | :----------------------------------- | | Class A | $(128,806) | 17,400,000 | $(0.01) | | Class B | $(31,924) | 4,312,500 | $(0.01) | [NOTE 3 – INITIAL PUBLIC OFFERING](index=15&type=section&id=NOTE%203%20%E2%80%93%20INITIAL%20PUBLIC%20OFFERING) The company completed its IPO in November 2021, selling **17,250,000 units** at **$10.00** each, with proceeds deposited into a Trust Account - IPO completed on November 8, 2021, with full over-allotment exercised on November 12, 2021[65](index=65&type=chunk) - **17,250,000 units** sold at **$10.00 per unit**, generating gross proceeds of **$172,500,000**[65](index=65&type=chunk) - Each unit consists of one Class A ordinary share and three-quarters of one redeemable Public Warrant, exercisable at **$11.50 per share**[66](index=66&type=chunk) - **$175,950,000** (**$10.20 per Unit**) from net proceeds was deposited into the Trust Account[67](index=67&type=chunk) [NOTE 4 – PRIVATE PLACEMENT WARRANTS](index=16&type=section&id=NOTE%204%20%E2%80%93%20PRIVATE%20PLACEMENT%20WARRANTS) The Sponsor and EarlyBirdCapital purchased **8,800,000 Private Placement Warrants** for **$8.8 million**, exercisable at **$11.50 per share** - **8,800,000 Private Placement Warrants** were sold to the Sponsor and EarlyBirdCapital for gross proceeds of **$8,800,000**[68](index=68&type=chunk) - Each Private Placement Warrant is exercisable for one Class A ordinary share at **$11.50 per share**[69](index=69&type=chunk) - Proceeds from Private Placement Warrants held in the Trust Account will fund public share redemption if no business combination is completed, and the warrants will expire worthless[69](index=69&type=chunk) [NOTE 5 – RELATED PARTY TRANSACTIONS](index=16&type=section&id=NOTE%205%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) This section details related party transactions, including Founder Shares, Director Shares, related party loans, and an administrative services agreement - Sponsor paid **$25,000** for **4,312,500 Class B ordinary shares** (Founder Shares) in March 2021, which are subject to transfer restrictions[70](index=70&type=chunk)[71](index=71&type=chunk) - **150,000 Class A ordinary shares** (EBC Founder Shares) were issued to EarlyBirdCapital and its designees, deemed compensation by FINRA and subject to a **180-day lock-up**[72](index=72&type=chunk)[74](index=74&type=chunk) - **75,000 Founder Shares** were transferred to independent directors in October 2021[75](index=75&type=chunk) - A Promissory Note from the Sponsor for up to **$250,000** was fully repaid as of November 8, 2021[76](index=76&type=chunk) - As of March 31, 2022, **$449,765** was outstanding under a Working Capital Loan from the Sponsor or affiliates, which may be convertible into warrants[77](index=77&type=chunk) - The company pays the Sponsor **$3,000 per month** for administrative services, with **$15,000** accrued as of March 31, 2022[78](index=78&type=chunk) [NOTE 6 —INVESTMENT HELD IN TRUST ACCOUNT](index=17&type=section&id=NOTE%206%20%E2%80%94INVESTMENT%20HELD%20IN%20TRUST%20ACCOUNT) The Trust Account held **$175,966,462** as of March 31, 2022, invested in a money market fund and measured at fair value Investment Held in Trust Account (March 31, 2022) | Asset | Fair Value (Level 1) | | :---------------- | :------------------- | | Money market fund | $175,966,462 | [NOTE 7 – COMMITMENTS AND CONTINGENCIES](index=18&type=section&id=NOTE%207%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) This section outlines commitments, including registration rights, underwriting agreements, and a business combination marketing agreement with EarlyBirdCapital - Holders of Founder Shares and Private Placement Warrants are entitled to registration rights[80](index=80&type=chunk) - EarlyBirdCapital earned an underwriting discount of **$3,450,000** from the IPO and over-allotment[81](index=81&type=chunk) - The company will pay EarlyBirdCapital a cash fee of **3.5%** (**$6,037,500**) of the gross proceeds of the Public Offering upon consummation of a Business Combination for advisory services[82](index=82&type=chunk) [NOTE 8 – SHAREHOLDERS' EQUITY](index=18&type=section&id=NOTE%208%20%E2%80%93%20SHAREHOLDERS'%20EQUITY) This section details authorized and outstanding share capital, including Preference, Class A, and Class B Ordinary Shares, and Public Warrant terms - Authorized: **5,000,000 Preference Shares** (none issued), **500,000,000 Class A Ordinary Shares**, **50,000,000 Class B Ordinary Shares**[83](index=83&type=chunk)[84](index=84&type=chunk)[85](index=85&type=chunk) - Outstanding (March 31, 2022): **150,000 Class A Ordinary Shares** (excluding redeemable), **4,312,500 Class B Ordinary Shares**[84](index=84&type=chunk)[85](index=85&type=chunk) - Class B ordinary shares convert to Class A ordinary shares on a one-for-one basis at the time of a Business Combination, subject to adjustment[88](index=88&type=chunk) - Public Warrants become exercisable on the later of **12 months** from IPO closing or **30 days** after a Business Combination, at **$11.50 per share**[89](index=89&type=chunk) - The company may redeem Public Warrants at **$0.01 per warrant** if Class A ordinary share price equals or exceeds **$18.00** for **20 trading days** within a **30-trading day period**[92](index=92&type=chunk) [NOTE 9 – SUBSEQUENT EVENTS](index=20&type=section&id=NOTE%209%20%E2%80%93%20SUBSEQUENT%20EVENTS) No subsequent events were identified after the balance sheet date up to the financial statements' issuance date - No subsequent events were identified as of the date the financial statements were issued[96](index=96&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, highlighting net loss, liquidity challenges, going concern risk, and critical accounting policies as a blank check company - The company is a blank check company formed to complete an initial business combination and has not commenced any operations[99](index=99&type=chunk)[106](index=106&type=chunk) - Net loss for the three months ended March 31, 2022, was **$160,730**, primarily from administrative expenses, offset by interest income from the Trust Account[107](index=107&type=chunk) - The company had **$760,526** in cash outside the Trust Account for working capital as of March 31, 2022[108](index=108&type=chunk) - The automatic liquidation if a business combination is not completed by May 8, 2023, raises substantial doubt about the company's ability to continue as a going concern[113](index=113&type=chunk) - Expected primary liquidity requirements include **$280,000** for business combination expenses, **$75,000** for regulatory reporting, **$54,000** for administrative services, and **$841,000** for working capital[111](index=111&type=chunk) - The company has no off-balance sheet arrangements or long-term debt, capital, or operating lease obligations as of March 31, 2022[114](index=114&type=chunk)[115](index=115&type=chunk) - As an 'emerging growth company' under the JOBS Act, the company is delaying the adoption of new accounting standards[125](index=125&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faced no material market or interest rate risk as of March 31, 2022, due to Trust Account investments in short-term government securities - As of March 31, 2022, the company was not subject to any material market or interest rate risk[128](index=128&type=chunk) - Investments in the Trust Account are in short-term U.S. government treasury obligations or money market funds, resulting in no material exposure to interest rate risk[128](index=128&type=chunk) - The company has not engaged in, nor does it expect to engage in, hedging activities[130](index=130&type=chunk) [Item 4. Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of March 31, 2022, with no material changes in internal control over financial reporting - Disclosure controls and procedures were evaluated as effective as of March 31, 2022[132](index=132&type=chunk) - Controls and procedures provide reasonable, not absolute, assurance and may not prevent all errors or fraud[131](index=131&type=chunk)[133](index=133&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended March 31, 2022[134](index=134&type=chunk) PART II OTHER INFORMATION This part provides other information, including legal proceedings, risk factors, unregistered sales of equity securities, and exhibits [Item 1. Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings as of the filing date - There are no legal proceedings[136](index=136&type=chunk) [Item 1A. Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) Risk factors from the Form 10-K are incorporated by reference, with no material changes reported as of the current filing date - Risk factors are incorporated by reference from the Form 10-K filed on April 10, 2022[137](index=137&type=chunk) - No material changes to the disclosed risk factors as of the filing date of this 10-Q[137](index=137&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details unregistered sales of equity securities, including Founder Shares and Private Warrants, and the use of IPO proceeds placed in a Trust Account - In March 2021, **4,312,500 Class B ordinary shares** were issued to the Sponsor for **$25,000**, with **75,000 shares** transferred to independent directors[138](index=138&type=chunk) - **150,000 Class A ordinary EBC founder shares** were issued to EarlyBirdCapital and its designees for nominal consideration[139](index=139&type=chunk) - Founder shares convert to Class A ordinary shares on a one-for-one basis upon business combination, subject to adjustment, and are generally not transferable until **180 days** after a business combination[140](index=140&type=chunk)[141](index=141&type=chunk) - **8,800,000 Private Warrants** were sold to the Sponsor and EarlyBirdCapital for **$8,800,000**, identical to Public Warrants but with transfer restrictions[143](index=143&type=chunk) - A total of **$175,950,000** from the IPO, over-allotment, and private warrants was placed in a U.S.-based trust account[144](index=144&type=chunk) - There has been no material change in the planned use of proceeds from the IPO[146](index=146&type=chunk) [Item 3. Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - No defaults upon senior securities[147](index=147&type=chunk) [Item 4. Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[148](index=148&type=chunk) [Item 5. Other Information](index=29&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item - No other information to report[149](index=149&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including officer certifications and Inline XBRL documents - Exhibits include certifications (Rule 13a-14(a), 18 U.S.C. Section 1350) and Inline XBRL documents[151](index=151&type=chunk)

Part I [Item 1. Business](index=7&type=section&id=Item%201.%20Business) Finnovate Acquisition Corp. is a blank check company focused on acquiring technology businesses with an Israeli connection, having raised **$175.95 million** in its November 2021 IPO * The company is a blank check company formed to effect a business combination with one or more businesses[19](index=19&type=chunk) * The acquisition strategy targets Israel-related technology companies in sectors like payments, insuretech, and digital banking[36](index=36&type=chunk) Initial Public Offering (IPO) Details | Metric | Value | | :--- | :--- | | IPO Date | November 8, 2021 | | Units Offered (incl. over-allotment) | 17,250,000 | | Price per Unit | $10.00 | | Gross Proceeds from Units | $172,500,000 | | Private Warrants Sold | 8,800,000 | | Gross Proceeds from Private Warrants | $8,800,000 | | Total Funds Placed in Trust Account | $175,950,000 | * The company has **18 months** from its IPO to complete an initial business combination, or it will liquidate[84](index=84&type=chunk) [Item 1A. Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant SPAC-specific risks, including acquisition deadlines, intense competition, potential redemptions, and post-combination operational and foreign investment challenges * The company must complete its initial business combination within **18 months** of its IPO, potentially limiting due diligence and increasing negotiation leverage for targets[136](index=136&type=chunk)[142](index=142&type=chunk) * Increased competition from a growing number of SPACs may hinder finding attractive targets and raise acquisition costs[137](index=137&type=chunk)[138](index=138&type=chunk) * Acquiring a company in Israel or another foreign jurisdiction introduces risks such as currency fluctuations, complex tax laws, and political instability[202](index=202&type=chunk)[205](index=205&type=chunk)[208](index=208&type=chunk) * The company may be classified as a **Passive Foreign Investment Company (PFIC)**, leading to adverse U.S. federal income tax consequences for U.S. investors[269](index=269&type=chunk) * Sponsor, officers, and directors face a potential conflict of interest as they lose their investment in founder shares if a business combination is not completed[227](index=227&type=chunk)[228](index=228&type=chunk) [Item 1B. Unresolved Staff Comments](index=65&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company confirms the absence of any unresolved staff comments from the SEC * There are no unresolved staff comments[275](index=275&type=chunk) [Item 2. Property](index=65&type=section&id=Item%202.%20Property) The company's executive offices are in George Town, Grand Cayman, with a monthly administrative services fee of **$3,000** paid to the sponsor * The company's executive offices are located at The White House, 20 Genesis Close, George Town, Grand Cayman KY1 1208, Cayman Islands[276](index=276&type=chunk) * An administrative services agreement with the sponsor incurs a cost of **$3,000 per month** for office space and support services[276](index=276&type=chunk) [Item 3. Legal Proceedings](index=65&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any material litigation, arbitration, or governmental proceedings * There is no material litigation, arbitration, or governmental proceeding currently pending against the company or its management[277](index=277&type=chunk) [Item 4. Mine Safety Disclosures](index=65&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations * Not applicable[278](index=278&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=65&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's securities trade on Nasdaq, with **$175.95 million** from IPO proceeds held in trust, and no dividends paid or intended before a business combination * The company's securities are traded on Nasdaq under symbols: Units (**FNVTU**), Class A ordinary shares (**FNVT**), and Warrants (**FNVTW**)[280](index=280&type=chunk) * No cash dividends have been paid, nor are they intended prior to completing a business combination[282](index=282&type=chunk) * A total of **$175,950,000** from the IPO and private warrant sales was placed in the trust account[293](index=293&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=67&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Since inception, the company has generated no revenue, reporting a **$639,546 net loss** as of December 31, 2021, with activities focused on its IPO and business combination search Financial Highlights (as of Dec 31, 2021) | Metric | Value | | :--- | :--- | | Net Loss | $639,546 | | Cash outside Trust Account | $1,011,771 | | Investment held in Trust Account | $175,952,102 | | Working Capital Loan Outstanding | $449,765 | * Primary liquidity requirements before a business combination include legal, accounting, due diligence, and regulatory reporting expenses[309](index=309&type=chunk) * EarlyBirdCapital is engaged as a business combination advisor, with a fee of **3.5% of gross IPO proceeds** payable upon consummation[315](index=315&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](index=72&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company faces no material market or interest rate risk, as trust account funds are invested in low-risk, short-term U.S. government obligations * As of December 31, 2021, the company was not subject to any material market or interest rate risk[327](index=327&type=chunk) * Trust account proceeds are invested in low-risk, short-term U.S. government treasury obligations or money market funds[327](index=327&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=72&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited financial statements from inception (March 15, 2021) to December 31, 2021, including the Balance Sheet and Statement of Operations * The financial statements cover the period from **March 15, 2021 (inception)** through **December 31, 2021**[442](index=442&type=chunk) Key Balance Sheet Figures (Dec 31, 2021) | Account | Amount | | :--- | :--- | | Total Assets | $177,633,484 | | Total Liabilities | $668,396 | | Class A ordinary shares subject to possible redemption | $175,950,000 | | Total Shareholder's Equity | $1,015,088 | Statement of Operations (Inception to Dec 31, 2021) | Account | Amount | | :--- | :--- | | Loss from Operations | ($190,972) | | Total other income (expense) | ($448,574) | | **Net Loss** | **($639,546)** | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=72&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) Since inception, the company has had no disagreements with its independent registered public accountants regarding accounting principles or financial disclosure * There have been no disagreements with the company's independent registered public accountants[330](index=330&type=chunk) [Item 9A. Controls and Procedures](index=73&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management assessed the company's disclosure controls and procedures as effective as of December 31, 2021, with no material changes in internal controls * The company's disclosure controls and procedures were deemed effective as of **December 31, 2021**[332](index=332&type=chunk) * A management report on internal controls over financial reporting is not required due to the transition period for newly public companies[334](index=334&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=74&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) The company's board includes five members, with three independent directors, and has established audit and compensation committees, while addressing potential conflicts of interest Key Executive Officers and Directors | Name | Position | | :--- | :--- | | David Gershon | Chairman of the Board and Chief Executive Officer | | Ron Golan | Director and Chief Financial Officer | | Jonathan Ophir | Chief Investment Officer | | Mitch Garber | Director | | Gustavo Schwed | Director | | Nadav Zohar | Director | * The board of directors has determined that **Gustavo Schwed, Mitch Garber, and Nadav Zohar** are independent directors[346](index=346&type=chunk) * The company has established an Audit Committee and a Compensation Committee, both composed of independent directors[351](index=351&type=chunk)[352](index=352&type=chunk)[355](index=355&type=chunk) * Potential conflicts of interest exist due to officers' and directors' affiliations with other entities that may compete for business opportunities[366](index=366&type=chunk)[369](index=369&type=chunk) [Item 11. Executive Compensation](index=83&type=section&id=Item%2011.%20Executive%20Compensation) No cash compensation has been paid to officers or directors, who are reimbursed for expenses, with future compensation determined post-business combination * No cash compensation has been paid to any officers or directors for services rendered[382](index=382&type=chunk) * The sponsor, officers, and directors will be reimbursed for documented out-of-pocket expenses related to identifying and completing a business combination[382](index=382&type=chunk) * Compensation for management after a business combination will be determined by the post-combination company's board and compensation committee[384](index=384&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=84&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of April 12, 2022, the sponsor and affiliates beneficially owned **19.5%** of ordinary shares, with founder shares subject to a **180-day** post-combination lock-up Beneficial Ownership (as of April 12, 2022) | Name of Beneficial Owner | Approximate Percentage of Outstanding Class A Ordinary Shares | | :--- | :--- | | Finnovate Sponsor, LP and affiliated entities | 19.5% | | Saba Capital Management, L.P. | 6.1% | | All officers, directors and director nominees as a group | 0.4% | * Prior to the initial business combination, only holders of founder shares (Class B ordinary shares) have the right to vote on the appointment of directors[390](index=390&type=chunk) * Founder shares are subject to a lock-up period until **180 days** after the completion of the initial business combination, with certain exceptions[393](index=393&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=88&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) Related party transactions include the sponsor's purchase of founder shares and private warrants, a **$3,000 monthly** administrative fee, and potential working capital loans * The sponsor purchased **4,312,500 founder shares** for an aggregate price of **$25,000**[403](index=403&type=chunk) * The sponsor purchased **8,243,038 private warrants** at **$1.00 per warrant** in a private placement[404](index=404&type=chunk) * The company pays its sponsor **$3,000 per month** for office space and administrative services[406](index=406&type=chunk) * The sponsor may provide working capital loans, with up to **$1,500,000** convertible into warrants at **$1.00 per warrant**; **$449,765** was outstanding as of December 31, 2021[411](index=411&type=chunk) [Item 14. Principal Accounting Fees and Services](index=92&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) For fiscal year 2021, **Marcum LLP** received **$154,500** in audit fees, with all services pre-approved by the audit committee Fees Paid to Marcum LLP for Fiscal Year 2021 | Fee Category | Amount | | :--- | :--- | | Audit Fees | $154,500 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | * Since its formation, the audit committee pre-approves all auditing and permitted non-audit services[430](index=430&type=chunk) Part IV [Item 15. Exhibits, Financial Statement Schedules](index=93&type=section&id=Item%2015.%20Exhibits,%20Financial%20Statement%20Schedules) This section provides an index of the financial statements and a comprehensive list of all exhibits filed with the Annual Report * This section provides an index of the financial statements and a list of all exhibits filed with the Annual Report[433](index=433&type=chunk)[434](index=434&type=chunk) [Item 16. Form 10-K Summary](index=94&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the company's filing * Not applicable[437](index=437&type=chunk)

Part I - Financial Information [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Finnovate Acquisition Corp. as of September 30, 2021, detailing its pre-IPO financial position and initial formation expenses [Condensed Financial Statements](index=4&type=section&id=Condensed%20Financial%20Statements) As of September 30, 2021, prior to its IPO, the company had total assets of **$419,153**, entirely comprising deferred offering costs, with total liabilities of **$404,985** and a net loss of **$10,832** from inception Condensed Balance Sheet as of September 30, 2021 (Unaudited) | Category | Amount ($) | | :--- | :--- | | **Assets** | | | Deferred offering costs | 419,153 | | **Total Assets** | **419,153** | | **Liabilities** | | | Accrued offering costs | 321,304 | | Promissory note – related party | 83,681 | | **Total Liabilities** | **404,985** | | **Shareholder's Equity** | | | Total Shareholder's Equity | 14,168 | | **Total Liabilities and Shareholder's Equity** | **419,153** | Condensed Statement of Operations (Unaudited) | Period | Net Loss ($) | | :--- | :--- | | Three Months Ended Sep 30, 2021 | 0 | | March 15, 2021 (Inception) to Sep 30, 2021 | (10,832) | - As of the end of the period, the company had no cash or cash equivalents[21](index=21&type=chunk)[52](index=52&type=chunk) [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes clarify the company's status as a blank-check company, detailing its November 2021 IPO which raised **$150 million**, and the subsequent funding of its Trust Account with **$175.95 million** - The company is a blank-check company incorporated on March 15, 2021, for the purpose of effecting a business combination. It has **18 months** from its IPO closing to complete such a transaction[24](index=24&type=chunk)[33](index=33&type=chunk) - Subsequent to the reporting period, the company completed its IPO on November 8, 2021, selling **15,000,000 units** at **$10.00 per unit**, generating gross proceeds of **$150 million**[26](index=26&type=chunk)[63](index=63&type=chunk)[92](index=92&type=chunk) - Following the exercise of the over-allotment option and sale of additional private placement warrants, a total of **$175.95 million** was held in the Trust Account[66](index=66&type=chunk)[95](index=95&type=chunk) - Initial liquidity was provided by a **$250,000** promissory note from the Sponsor. As of September 30, 2021, **$83,681** was drawn down. The note was fully repaid on November 8, 2021[37](index=37&type=chunk)[73](index=73&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management confirms the company is a blank-check entity with no operations or revenue to date, attributing the **$10,832** net loss to formation costs and detailing post-IPO liquidity - The company is a blank check company formed to enter into a business combination and has not yet selected a target[99](index=99&type=chunk) Financial Summary | Metric | As of/For the period ended Sep 30, 2021 | | :--- | :--- | | Net Loss | $10,832 | | Cash in operating account | $0 | | Working Capital Deficit | $404,985 | - Post-IPO (as of November 12, 2021), the company had **$175.95 million** in its Trust Account and approximately **$1.37 million** available for working capital[108](index=108&type=chunk) - To fund potential working capital deficiencies, the Sponsor may provide interest-free Working Capital Loans, up to **$1.5 million** of which may be convertible into warrants. On November 12, 2021, the company borrowed **$449,765** under this arrangement[111](index=111&type=chunk)[96](index=96&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=23&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states it is not subject to material market or interest rate risk as of September 30, 2021, due to Trust Account investments in short-term U.S. government obligations - The company had no market or interest rate risk as of September 30, 2021[122](index=122&type=chunk) - Funds held in the Trust Account are invested in U.S. government treasury obligations with maturities of **185 days or less**, which is believed to present no material exposure to interest rate risk[122](index=122&type=chunk) [Item 4. Controls and Procedures](index=23&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded the company's disclosure controls and procedures were effective as of September 30, 2021, with no material changes in internal control over financial reporting - Based on an evaluation, the CEO and CFO concluded that the company's disclosure controls and procedures were effective as of September 30, 2021[124](index=124&type=chunk) - No changes occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[127](index=127&type=chunk) Part II - Other Information [Item 1. Legal Proceedings](index=24&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - The company has no legal proceedings[129](index=129&type=chunk) [Item 1A. Risk Factors](index=24&type=section&id=Item%201A.Risk%20Factors) The company incorporates risk factors by reference from its final IPO prospectus, stating no material changes have occurred since its filing - Risk factors are incorporated by reference from the company's final IPO prospectus. No material changes have occurred since its filing[130](index=130&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=24&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the November 2021 IPO and private placements, which resulted in **$175.95 million** net proceeds placed in the Trust Account, with private warrant sales exempt from registration - On November 8, 2021, the company consummated its IPO of **15,000,000 units** at **$10.00 per unit**[131](index=131&type=chunk) - Simultaneously with the IPO, the company sold **7,900,000 Private Placement Warrants** at **$1.00 each** in a private placement, raising **$7.9 million**[132](index=132&type=chunk) - Following the IPO and the exercise of the over-allotment option, net proceeds of **$175.95 million** were placed in the Trust Account[134](index=134&type=chunk) [Item 3. Defaults Upon Senior Securities](index=25&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[137](index=137&type=chunk) [Item 4. Mine Safety Disclosures](index=25&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[138](index=138&type=chunk) [Item 5. Other Information](index=25&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[139](index=139&type=chunk) [Item 6. Exhibits](index=25&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including officer certifications and XBRL data files - The report includes certifications from the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act[141](index=141&type=chunk)