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parsed_sections/legal_matters/2021/AAWH_ascend_legal_matters.txt

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+LEGAL MATTERS The validity of the securities being offered by this prospectus and certain legal matters in connection with this offering relating to U.S. law will be passed upon for us by Dorsey Whitney LLP. Saul Ewing Arnstein Lehr LLP is representing the underwriters.

parsed_sections/legal_matters/2021/ABCL_abcellera_legal_matters.txt

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+LEGAL MATTERS The validity of our common shares offered by this prospectus will be passed upon for us by Blake, Cassels & Graydon LLP, Vancouver, British Columbia.

parsed_sections/legal_matters/2021/ABOS_acumen_legal_matters.txt

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+LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for us by Cooley LLP, Reston, Virginia. Certain legal matters will be passed upon for the underwriters by Ropes & Gray LLP, Boston, Massachusetts.

parsed_sections/legal_matters/2021/ABSI_absci-corp_legal_matters.txt

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+Legal Matters The validity of the common stock offered hereby will be passed upon for us by Goodwin Procter LLP, San Francisco, California. Legal matters in connection with the offering will be passed upon for the underwriters by Latham Watkins LLP, Menlo Park, California.

parsed_sections/legal_matters/2021/ACHR-WT_archer_legal_matters.txt

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+LEGAL MATTERS The validity of the securities offered hereby will be passed upon for us by Cooley LLP.

parsed_sections/legal_matters/2021/ACT_enact_legal_matters.txt

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+LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for us by Sidley Austin LLP. Certain legal matters will be passed upon for us by Evan Stolove, our Executive Vice President and General Counsel. Certain legal matters will be passed upon for the underwriters by Cleary Gottlieb Steen Hamilton LLP. Skadden, Arps, Slate, Meagher Flom LLP is acting as legal counsel to Genworth Financial, Inc.

parsed_sections/legal_matters/2021/ACVA_acv_legal_matters.txt

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+LEGAL MATTERS The validity of the shares of Class A common stock being offered by this prospectus will be passed upon for us by Cooley LLP, New York, New York. Certain legal matters in connection with this offering will be passed upon for the underwriters by Davis Polk & Wardwell LLP, New York, New York.

parsed_sections/legal_matters/2021/ADV_advantage_legal_matters.txt

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+LEGAL MATTERS The validity of any securities offered by this prospectus will be passed upon for us by Shearman & Sterling LLP.

parsed_sections/legal_matters/2021/AEI_alset-inc_legal_matters.txt

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+legal matters by their counsel and other conditions specified in the underwriting agreement. The underwriters
+reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
+
+ 
+
+The
+underwriters propose to offer the common stock and the Pre-funded Warrants offered by us to the public at the public offering price set
+forth on the cover of this prospectus. In addition, the underwriters may offer some of the common stock and/or the Pre-funded Warrants
+to other securities dealers at such price less a concession of $[ ] per share or Pre-funded Warrant. After the initial offering, the
+public offering price and concession to dealers may be changed.
+
+ 
+
+Discount
+
+ 
+
+The following table shows
+the public offering price, underwriting discount, non-accountable underwriters expense allowance and proceeds, before expenses,
+to us. The information assumes either no exercise or full exercise by the underwriters of their over-allotment option.
+
+ 
+
+ 
+ 
+ 
+ 
+ Total 
+
+ 
+ 
+ Per Share 
+ Per Pre-funded Warrant 
+ Without Over-
+ Allotment
+ 
+ With Over-
+ Allotment
+ 
+
+ 
+ Public offering price 
+ $ 
+ $ 
+ $36,000,000 
+ $41,400,000 
+
+ 
+ Underwriting discount (7.0%) 
+ $ 
+ $ 
+ $2,520,000 
+ $2,898,000 
+
+ 
+ Non-accountable expense allowance (1%) 
+ $ 
+ $ 
+ 360,000 
+ 414,000 
+
+ 
+ Proceeds, before expenses, to us 
+ $ 
+ $ 
+ $33,120,000 
+ $ 38,088,00 
+
+ 
+
+ 
+
+Expenses
+
+ 
+
+We have agreed to pay the underwriter
+a non-accountable expense allowance equal to 1% of the gross proceeds of the Offering. We have also agreed to pay all expenses relating
+to the offering, including, without limitation(a) all filing fees and expenses relating to the registration of the shares to be sold in
+the offering (including shares sold upon exercise of the underwriters over-allotment option) with the Commission; (b) all FINRA
+Public Offering filing fees; (c) all fees and expenses relating to the listing of the Company s equity or equity-linked securities
+on an Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the "blue
+sky" securities laws of such states and other jurisdictions as underwriters may reasonably designate (including, without limitation,
+all filing and registration fees, and the reasonable fees and disbursements of the Company s "blue sky" counsel, which
+will be underwriter s counsel); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption
+of the shares under the securities laws of such foreign jurisdictions as underwriters may reasonably designate; (f) the costs of all mailing
+and printing of the offering documents; (g) transfer and/or stamp taxes, if any, payable upon the transfer of shares from the Company
+to underwriters; and (h) the fees and expenses of the Company s accountants; and (i) $100,000 for fees and expenses including "road
+show", diligence, and reasonable legal fees and disbursements for Aegis s counsel.
+
+ 
+
+We estimate that the total expenses
+of the offering, excluding underwriting discount and non-accountable expense allowance, will be approximately $315,548.
+
+ 
+
+ 19
+
+ 
+
+ 
+
+Over-Allotment
+Option
+
+ 
+
+We
+have granted the underwriters an over-allotment option. This option, which is exercisable for up to 45 days after the closing of this
+Offering, permits the underwriters to purchase additional shares of common stock and/or Pre-funded Warrants, representing 15% of the
+common stock and Pre-funded Warrant sold in the Offering, solely for the purpose of covering over-allotments. If the underwriters exercise
+all or part of this option, they will purchase shares of common stock covered by the option at the public offering price that appears
+on the cover page of this prospectus, less the underwriting discount. The purchase price to be paid per Pre-funded Warrant shall be equal
+to the public offering price of the shares of common stock minus $0.001.
+
+ 
+
+Company
+Standstill
+
+ 
+
+We
+have agreed, for a period of two hundred and seventy (270) days after the closing date of this offering, that we will not, without the
+prior written consent of Aegis (a) offer, sell, issue, or otherwise transfer or dispose of, directly or indirectly, any equity of the
+Company or any securities convertible into exercisable or exchangeable for equity of the company; (b) file or cause to be filed any registration
+statement with the SEC relating to the offering of any equity of the Company or any securities convertible into or exercisable or exchangeable
+for equity of the Company, or (c) enter into any agreement or announce the intention to effect any of the actions described in subsections
+(a) or (b) hereof (all of such matters, the "Standstill"). So long as no securities shall be saleable in the public market,
+the foregoing restrictions will not apply with respect to (i) the adoption of an equity incentive plan and the grant of awards or equity
+pursuant to any equity incentive plan and the filing of a registration statement on Form S-8; (ii) the issuance of equity securities
+in connection with an acquisition or strategic relationship, which may include the sale of equity securities, (iii) the issuance of securities
+upon the exercise or exchange of or conversion of any securities issued hereunder and/or securities exercisable or exchangeable for or
+convertible into shares of common stock issued and outstanding on the date of the Underwriting Agreement; and (iv) the issuance of securities
+to affiliates and subsidiaries of the Company.
+
+ 
+
+Tail
+Financing
+
+ 
+
+Aegis
+will be entitled to fees in the amounts specified above with respect to any public or private offering or other financing or capital
+raising transaction of any kind ("Tail Financing") to the extent that such financing or capital is provided to the Company
+by funds whom Aegis had contacted during the period beginning on November 8, 2021, and ending two months thereafter or upon the completion
+of or termination of the Offering, whichever is sooner (the "Engagement Period"), or introduced to the Company during the
+Engagement Period, if such Tail Financing is consummated at any time within the six month period following the Engagement Period.
+
+ 
+
+Stabilization
+
+ 
+
+In
+accordance with Regulation M under the Exchange Act, the underwriters may engage in activities that stabilize, maintain or otherwise
+affect the price of our common stock, including short sales and purchases to cover positions created by short positions, stabilizing
+transactions, syndicate covering transactions, penalty bids and passive market making.
+
+ 
+
+ 
+ 
+ 
+ Short
+ positions involve sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase,
+ which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In
+ a covered short position, the number of shares involved in the sales made by the underwriters in excess of the number of shares they
+ are obligated to purchase is not greater than the number of shares that they may purchase by exercising their option to purchase
+ additional shares. In a naked short position, the number of shares involved is greater than the number of shares in their option
+ to purchase additional shares. The underwriters may close out any short position by either exercising their option to purchase additional
+ shares or purchasing shares in the open market.
+
+ 
+ 
+
+ 20
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ Stabilizing
+ transactions permit bids to purchase the underlying security as long as the stabilizing bids do not exceed a specific maximum price.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Syndicate
+ covering transactions involve purchases of our common stock in the open market after the distribution has been completed to cover
+ syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among
+ other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares
+ through the underwriters option to purchase additional shares. If the underwriters sell more shares than could be covered
+ by the underwriters option to purchase additional shares, thereby creating a naked short position, the position can only be
+ closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned
+ that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors
+ who purchase in the offering.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Penalty
+ bids permit the representative to reclaim a selling concession from a syndicate member when the common stock originally sold by the
+ syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ In
+ passive market making, market makers in our common stock who are underwriters or prospective underwriters may, subject to limitations,
+ make bids for or purchase shares of our common stock until the time, if any, at which a stabilizing bid is made.
+
+ 
+ 
+
+These
+activities may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in
+the market price of our common stock. As a result of these activities, the price of our common stock may be higher than the price that
+might otherwise exist in the open market. These transactions may be effected on Nasdaq or otherwise and, if commenced, may be discontinued
+at any time.
+
+ 
+
+Neither
+we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions
+described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation
+that the Representative will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued
+without notice.
+
+ 
+
+Offering
+Price Determination
+
+ 
+
+The
+public offering price was negotiated between the representative and us. In determining the public offering price of our common stock,
+the representative considered:
+
+ 
+
+ 
+ 
+ the
+ history and prospects for the industry in which we compete;
+
+ 
+ 
+ 
+
+ 
+ 
+ our
+ financial information;
+
+ 
+ 
+ 
+
+ 
+ 
+ the
+ ability of our management and our business potential and earning prospects;
+
+ 
+ 
+ 
+
+ 
+ 
+ the
+ prevailing securities markets at the time of this offering; and
+
+ 
+ 
+ 
+
+ 
+ 
+ the
+ recent market prices of, and the demand for, publicly traded shares of generally comparable companies, as well as the recent market
+ price of our Company s common stock.
+
+ 
+ 
+
+ 21
+
+ 
+
+ 
+
+ 
+
+Indemnification
+
+ 
+
+We
+have agreed to indemnify Aegis, its affiliates and each person controlling Aegis against any losses, claims, damages, judgments, assessments,
+costs, and other liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising
+out of the offering, undertaken in good faith.
+
+ 
+
+Discretionary
+Accounts
+
+ 
+
+The
+underwriters have informed us that they do not expect to make sales to accounts over which they exercise discretionary authority in excess
+of 5% of the shares of our common stock being offered in this offering.
+
+ 
+
+Other
+Relationships
+
+ 
+
+Aegis
+may in the future provide us and our affiliates with investment banking and financial advisory services for which Aegis may in the future
+receive customary fees. Aegis may release, or authorize us to release, as the case may be, the common stock and other securities subject
+to the lock-up agreements described above in whole or in part at any time with or without notice.
+
+ 
+
+In
+connection with our initial public offering, on November 23, 2020, we entered into an underwriting agreement with Aegis pursuant to which
+Aegis received an aggregate of $1,360,800 in underwriting discounts and non-accountable expenses. In addition, we issued Aegis warrants
+to purchase 108,000 shares of our common stock at an exercise price of $9.80 per share.
+
+ 
+
+On
+May 10, 2021, we entered into an underwriting agreement with Aegis pursuant to which Aegis received an aggregate of $2,480,000 in underwriting
+discounts and non-accountable expenses. On June 17, 2021, Aegis received approximately $317,626 in underwriting discounts and non-accountable
+expenses in connection with exercise of the overallotment option.
+
+ 
+
+On July 27, 2021, we entered into
+an underwriting agreement with Aegis pursuant to which Aegis received an aggregate of $2,720,000 in underwriting discounts and non-accountable
+expenses. On September 9, 2021, Aegis received approximately $408,000 in underwriting discounts and non-accountable expenses in connection
+with exercise of the overallotment option.
+
+ 
+
+Offer
+restrictions outside the United States
+
+ 
+
+Other
+than in the United States, no action has been taken by us or the underwriter that would permit a public offering of the securities offered
+by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be
+offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with
+the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result
+in compliance with the applicable rules and regulations of that jurisdiction. Persons who come into possession of this prospectus are
+advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus.
+This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in
+any jurisdiction in which such an offer or a solicitation is unlawful.
+
+ 
+
+ 22
+
+ 
+
+ 
+
+ 
+
+Electronic
+Distribution
+
+ 
+
+A
+prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters or selling group
+members, if any, participating in the offering. The Representative may allocate a number of shares to the underwriters and selling group
+members, if any, for sale to their online brokerage account holders. Any such allocations for online distributions will be made by the
+representative on the same basis as other allocations.
+
+ 
+
+Listing
+
+ 
+
+Our
+common stock listed on the Nasdaq Capital Market under the symbol "AEI."
+
+ 
+
+Transfer
+Agent and Registrar
+
+ 
+
+The
+transfer agent and registrar for our common stock is Direct Transfer, LLC, Raleigh, North Carolina.

parsed_sections/legal_matters/2021/AFRM_affirm_legal_matters.txt

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+LEGAL MATTERS The validity of the shares of Class A common stock offered by this prospectus will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP. Certain legal matters relating to this offering will be passed upon for the underwriters by Davis Polk & Wardwell LLP.

parsed_sections/legal_matters/2021/AKA_a-k-a_legal_matters.txt

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+LEGAL MATTERS Kirkland & Ellis LLP, Chicago, Illinois will pass upon the validity of the common stock offered hereby on our behalf. Kirkland & Ellis LLP has from time to time represented Summit Partners and some of their respective affiliates in connection with various legal matters. The underwriters are represented by Davis Polk & Wardwell LLP.

parsed_sections/legal_matters/2021/ALGS_aligos_legal_matters.txt

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+Legal matters The validity of the issuance of our common stock offered in this prospectus will be passed upon for us by Latham & Watkins LLP, Menlo Park, California. Davis Polk & Wardwell LLP, Menlo Park, California is acting as counsel for the underwriters in connection with this offering. Latham & Watkins LLP and certain attorneys and investment funds affiliated with the firm own an aggregate of 14,294 shares of common stock of the Company.

parsed_sections/legal_matters/2021/ALHC_alignment_legal_matters.txt

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+LEGAL MATTERS The validity of the issuance of our common stock offered in this prospectus will be passed upon for us by Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, New York. Certain legal matters will be passed upon for the underwriters by Davis Polk & Wardwell LLP, New York, New York. Table of Contents

parsed_sections/legal_matters/2021/ALIT_alight_legal_matters.txt

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+LEGAL MATTERS The validity of the securities offered hereby will be passed upon for us by Kirkland & Ellis LLP. Any underwriters or agents will be advised about other issues relating to the offering by counsel to be named in the applicable prospectus supplement.

parsed_sections/legal_matters/2021/ALPWF_globalink_legal_matters.txt

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+LEGAL
+MATTERS
+
+ 
+
+Hunter
+Taubman Fischer & Li LLC is acting as counsel in connection with the registration of our securities under the Securities Act, and
+as such, will pass upon the validity of the securities offered in this prospectus. Certain legal matters will be passed upon on behalf
+of the underwriters by Troutman Pepper Hamilton Sanders LLP.
+
+ 
+
+EXPERTS
+
+ 
+
+The
+balance sheet of Globalink Investment Inc. as of September 8, 2021 and the related statements of operations, changes in stockholder s
+equity and cash flows for the period from March 24, 2021 (inception) through September 8, 2021 appearing in this prospectus have been
+audited by Friedman LLP, independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory
+paragraph relating to substantial doubt about the ability of Globalink Investment Inc. to continue as a going concern as described in
+Note 1 to the financial statements), appearing elsewhere in this prospectus, and are included in reliance upon such report given on the
+authority of such firm as experts in accounting and auditing.
+
+ 
+
+WHERE
+YOU CAN FIND ADDITIONAL INFORMATION
+
+ 
+
+We
+have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities we are offering
+by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information
+about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the registration
+statement. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are materially
+complete but may not include a description of all aspects of such contracts, agreements or other documents, and you should refer to the
+exhibits attached to the registration statement for copies of the actual contract, agreement or other document.
+
+ 
+
+Upon
+completion of this offering, we will be subject to the information requirements of the Exchange Act and will file annual, quarterly and
+current event reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy
+and information statements and other information regarding registrants that file electronically with the SEC. The SEC s website
+address is www.sec.gov.
+
+ 
+
+ 111
+
+ 
+
+ 
+
+ 
+
+GLOBALINK
+INVESTMENT INC. 
+
+Index to Financial Statements
+
+ 
+
+ 
+ 
+ Page
+
+ 
+ Report
+ of Independent Registered Public Accounting Firm
+ F-2
+
+ 
+ Balance
+ Sheet as of September 8, 2021
+ F-3
+
+ 
+ Statement
+ of Operations for the period from March 24, 2021 (inception) through September 8, 2021
+ F-4
+
+ 
+ Statement
+ of Changes in Stockholder s Equity for the period from March 24, 2021 (inception) through September 8, 2021
+ F-5
+
+ 
+ Statement
+ of Cash Flows for the period from March 24, 2021 (inception) through September 8, 2021
+ F-6
+
+ 
+ Notes
+ to Financial Statements
+ F-7
+
+ 
+ 
+
+ F-1
+
+ 
+
+ 
+
+ 
+
+ 
+
+REPORT OF INDEPENDENT REGISTERED
+PUBLIC ACCOUNTING FIRM
+
+ 
+
+To the Board of Directors and Stockholders of
+
+Globalink Investment Inc.
+
+ 
+
+Opinion on the Financial Statements
+
+ 
+
+We have audited the accompanying balance sheet of
+Globalink Investment Inc. (the "Company") as of September 8, 2021 and the related statements of operations, changes in stockholders 
+equity and cash flows for the period from March 24, 2021 (inception) through September 8, 2021 and the related notes (collectively referred
+to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the
+financial position of the Company as of September 8, 2021 and the results of its operations and its cash flows for the period from March
+24, 2021 (inception) through September 8, 2021, in conformity with accounting principles generally accepted in the United States of America.
+
+ 
+
+Explanatory Paragraph — Going Concern
+
+ 
+
+The accompanying financial statements have been prepared
+assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, its business plan is
+dependent on the completion of a financing and the Company s cash and working capital as of September 8, 2021 are not sufficient
+to complete its planned activities. These conditions raise substantial doubt about the Company s ability to continue as a going
+concern. Management s plans in regard to these matters are also described in Notes 1 and 3. The financial statements do not include
+any adjustments that might result from the outcome of this uncertainty.
+
+ 
+
+Basis for Opinion
+
+ 
+
+These financial statements are the responsibility
+of the Company s management. Our responsibility is to express an opinion on the Company s financial statements based on our
+audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
+and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
+rules and regulations of the Securities and Exchange Commission and the PCAOB.
+
+ 
+
+We conducted our audit in accordance with the standards
+of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
+are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
+an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal
+control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company s internal
+control over financial reporting. Accordingly, we express no such opinion.
+
+ 
+
+Our audit included performing procedures to assess
+the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
+to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
+statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as
+evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
+
+ 
+
+/s/Friedman LLP
+
+ 
+
+Friedman LLP
+
+ 
+
+We have served as the Company s auditor since
+2021.
+
+ 
+
+New York, NY
+
+October 19, 2021, except for Notes 1 and 5 which
+are dated November 19, 2021
+
+ 
+
+ F-2
+
+ 
+
+ 
+
+ 
+
+Globalink
+Investment Inc.
+
+BALANCE
+SHEET
+
+As
+of September 8, 2021
+
+ 
+
+ 
+
+ 
+
+ 
+ ASSETS 
+ 
+
+ 
+ 
+ 
+
+ 
+ CURRENT
+ ASSETS 
+ 
+
+ 
+ Prepaid
+ expenses 
+ $50,000 
+
+ 
+ Total
+ current assets 
+ 50,000 
+
+ 
+ 
+ 
+
+ 
+ OTHER
+ ASSETS 
+ 
+
+ 
+ Deferred
+ offering costs 
+ 61,331 
+
+ 
+ Total
+ other assets 
+ 61,331 
+
+ 
+ 
+ 
+
+ 
+ TOTAL
+ ASSETS 
+ $111,331 
+
+ 
+ 
+ 
+
+ 
+ LIABILITIES
+ AND STOCKHOLDERS , ' ': EQUITY 
+ 
+
+ 
+ 
+ 
+
+ 
+ CURRENT
+ LIABILITIES 
+ 
+
+ 
+ Accounts
+ payable and accrued expenses 
+ $1,000 
+
+ 
+ Accrued
+ offering costs 
+ 16,331 
+
+ 
+ Note
+ payable – related party 
+ 70,000 
+
+ 
+ Total
+ liabilities 
+ 87,331 
+
+ 
+ 
+ 
+
+ 
+ COMMITMENTS
+ AND CONTINGENCIES 
+ 
+
+ 
+ 
+ 
+
+ 
+ STOCKHOLDER S
+ EQUITY 
+ 
+
+ 
+ Common
+ stock; $0.001 par value; 50,000,000 shares authorized; 2,875,000 issued and outstanding (1) 
+ 2,875 
+
+ 
+ Additional
+ paid-in capital 
+ 22,125 
+
+ 
+ Accumulated
+ deficit 
+ (1,000)
+
+ 
+ Total
+ stockholders equity 
+ 24,000 
+
+ 
+ TOTAL
+ LIABILITIES AND STOCKHOLDERS EQUITY 
+ $111,331 
+
+ 
+
+ 
+
+(1)This
+ number includes an aggregate of up to 375,000 shares of common stock subject to forfeiture
+ if the underwriters over-allotment option is not exercised in full or in part by the
+ underwriter (see Note 4).
+
+ 
+
+The
+accompanying notes are an integral part of these financial statements
+
+ 
+
+ F-3
+
+ 
+
+ 
+
+ 
+
+Globalink
+Investment Inc.
+
+STATEMENT
+OF OPERATIONS
+
+For
+the period March 24, 2021 (inception) through September 8, 2021
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ For
+ the period March 24, 2021 (inception) through September 8, 2021 
+
+ 
+ OPERATING
+ EXPENSES 
+ 
+
+ 
+ General
+ and administrative 
+ $1,000 
+
+ 
+ Total
+ expenses 
+ 1,000 
+
+ 
+ NET
+ LOSS 
+ $(1,000)
+
+ 
+ 
+ 
+
+ 
+ Weighted
+ average shares outstanding, basic and diluted (1) 
+ 2,500,000 
+
+ 
+ Basic
+ and diluted net loss per share 
+ $(0.00)
+
+ 
+
+ 
+
+(1)This
+ number excludes an aggregate of up to 375,000 shares of common stock subject to forfeiture
+ if the underwriters over-allotment option is not exercised in full or in part by the
+ underwriter (see Note 4).
+
+ 
+
+The
+accompanying notes are an integral part of these financial statements
+
+ 
+
+ F-4
+
+ 
+
+ 
+
+ 
+
+Globalink
+Investment Inc.
+
+STATEMENT
+OF CHANGES IN STOCKHOLDERS EQUITY
+
+For
+the period March 24, 2021 (inception) through September 8, 2021
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ Common
+ Stock 
+ 
+ 
+ 
+
+ 
+ 
+ 
+Shares
+ 
+ 
+Amount
+ 
+ Additional
+ paid-in capital 
+ Accumulated
+ deficit 
+ Total
+
+ stockholders 
+ equity
+ 
+
+ 
+ Balance,
+ March 24, 2021 
+ — 
+ $— 
+ $— 
+ $— 
+ $— 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Issuance
+ of common stock to sponsor (1) 
+ 2,875,000 
+ 2,875 
+ 22,125 
+ — 
+ 25,000 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Net
+ loss 
+ — 
+ — 
+ — 
+ (1,000) 
+ (1,000)
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Balance,
+ September 8, 2021 
+ 2,875,000 
+ $2,875 
+ $22,125 
+ $(1,000) 
+ $24,000 
+
+ 
+
+ 
+
+(1)This
+ number includes an aggregate of up to 375,000 shares of common stock subject to forfeiture
+ if the underwriters over-allotment option is not exercised in full or in part by the
+ underwriter (see Note 4).
+
+ 
+
+The
+accompanying notes are an integral part of these financial statements
+
+ 
+
+ F-5
+
+ 
+
+ 
+
+ 
+
+Globalink
+Investment Inc.
+
+STATEMENT
+OF CASH FLOWS
+
+For
+the period March 24, 2021 (inception) through September 8, 2021
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ For
+ the period March 24, 2021 (inception) through September 8, 2021 
+
+ 
+ CASH
+ FLOWS FROM OPERATING ACTIVITIES 
+ 
+
+ 
+ Net
+ loss 
+ $(1,000)
+
+ 
+ Adjustments
+ to reconcile net income to net cash used in operating activities 
+ 
+
+ 
+ Accounts
+ payable and accrued expenses 
+ 1,000 
+
+ 
+ 
+ 
+
+ 
+ Net
+ cash used in operating activities 
+ — 
+
+ 
+ 
+ 
+
+ 
+ NET
+ INCREASE (DECREASE) IN CASH 
+ — 
+
+ 
+ 
+ 
+
+ 
+ CASH,
+ BEGINNING OF PERIOD 
+ — 
+
+ 
+ 
+ 
+
+ 
+ CASH,
+ END OF PERIOD 
+ $— 
+
+ 
+ 
+ 
+
+ 
+ Supplemental
+ disclosure of noncash activities: 
+ 
+
+ 
+ Payment
+ of prepaid expenses by the Sponsor in exchange for the issuance of common stock 
+ $25,000 
+
+ 
+ Payment
+ of deferred offering costs by note payable – related party 
+ $45,000 
+
+ 
+ Prepaid
+ expenses paid by note payable – related party 
+ $25,000 
+
+ 
+ Deferred
+ offering costs included in accrued offering costs 
+ $16,331 
+
+ 
+
+ 
+
+The
+accompanying notes are an integral part of these financial statements
+
+ 
+
+ F-6
+
+ 
+
+ 
+
+ 
+
+Globalink
+Investment Inc.
+
+ 
+
+NOTES
+TO FINANCIAL STATEMENTS 
+
+ 
+
+September
+8, 2021
+
+ 
+
+Note
+1 – Description of Organization, Business Operations and Going Concern
+
+ 
+
+Globalink
+Investment Inc. (the "Company") was incorporated in Delaware on March 24, 2021. The Company was formed for the purpose of
+effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one
+or more businesses (the "Business Combination"). Although the Company is not limited to a particular industry or sector for
+purposes of consummating a Business Combination, the Company intends to focus its search on technology industry, specifically within
+the e-commerce and payments sectors. The Company is an emerging growth company and, as such, the Company is subject to all of the risks
+associated with emerging growth companies.
+
+ 
+
+As
+of September 8, 2021, the Company had not commenced any operations. All activity for the period from March 24, 2021 (inception) through
+September 8, 2021, relates to the Company s formation and the proposed initial public offering described below. The Company will
+not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will
+generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Proposed
+Public Offering (as defined below). The Company has selected December 31 as its fiscal year end.
+
+ 
+
+The
+Company s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering
+(the "Proposed Public Offering") of 10,000,000 units (each, a "Unit" and collectively, the "Units")
+at $10.00 per Unit (or 11,500,000 units if the underwriters over-allotment option is exercised in full), which is discussed in
+Note 3, and the sale of 517,500 units for an aggregate of $5,175,000 (or 570,000 units if the underwriters 
+over-allotment option is exercised in full, for an aggregate of $5,700,000 (the "Private Units") at a price of $10.00
+per Private Placement Unit in a private placement to Public Gold Marketing Sdn. Bhd, a Malaysian private limited company, an entity not
+affiliated with the company, the sponsor or the underwriters, that will close simultaneously with the Proposed Public Offering.
+
+ 
+
+The
+Company s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering
+and the sale of Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating
+a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. 
+
+ 
+
+The
+Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held
+in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust
+Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business
+Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise
+acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment
+Company Act of 1940, as amended (the "Investment Company Act"). Upon the closing of the Proposed Public Offering, management
+has agreed that an amount equal to at least $10.15 per Unit sold in the Proposed Public Offering will be held in a trust account
+("Trust Account") and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the
+Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money
+market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) 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 distribution of the
+Trust Account as described below.
+
+ 
+
+ F-7
+
+ 
+
+ 
+
+ 
+
+The
+Company will provide its holders of the outstanding its common stock, par value $0.001 ("common stock"), sold in the Proposed
+Public Offering (the "public stockholders") with the opportunity to redeem all or a portion of their Public Share upon the
+completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or
+(ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct
+a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public
+Shares (as defined below in Note 3) for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.15
+per Public Share). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced
+by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will
+be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering in accordance
+with the Financial Accounting Standards Board s ("FASB") Accounting Standards Codification ("ASC") Topic
+480 "Distinguishing Liabilities from Equity." In such case, the Company will proceed with a Business Combination if the Company
+has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are
+voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder
+vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the "Amended
+and Restated Certificate of Incorporation"), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities
+and Exchange Commission ("SEC") and file tender offer documents with the SEC prior to completing a Business Combination.
+If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business
+or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not
+pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether
+they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination,
+the initial stockholders (as defined below) have agreed to vote its Founder Shares (as defined below in Note 4) and any Public Shares
+purchased during or after the Proposed Public Offering in favor of a Business Combination. 
+
+ 
+
+Subsequent
+to the consummation of the Proposed Public Offering, the Company will adopt an insider trading policy which will require insiders to:
+(i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information
+and (ii) to clear all trades with the Company s legal counsel prior to execution. In addition, our insiders have entered into letter
+agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their insider shares if we fail
+to complete our initial business combination within 15 months (or up to 21 months if our time to complete a business combination
+is extended as described herein) from the closing of this offering (although they will be entitled to redemption rights with respect
+to any public shares they hold if we fail to complete our business combination within the prescribed time frame).
+
+ 
+
+Notwithstanding
+the foregoing, the Amended and Restated Certificate of Incorporation will 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% or more of the common stock sold in the Proposed Public Offering, without the prior
+consent of the Company.
+
+ 
+
+The
+Company s sponsor, officers and directors (the "initial stockholders") have agreed not to propose an amendment to the
+Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company s obligation to redeem
+100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders
+with the opportunity to redeem their common stock in conjunction with any such amendment.
+
+ 
+
+If
+the Company is unable to complete a Business Combination within 15 months (or up to 21 months if it s time to complete
+a business combination is extended) from the closing of the Proposed Public Offering (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 us to pay the Company s
+franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public
+Shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive
+further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
+subject to the approval of the Company s remaining stockholders and the Company s board of directors, dissolve and liquidate,
+subject in each case to the Company s obligations under Delaware law to provide for claims of creditors and the requirements of
+other applicable law.
+
+ 
+
+ F-8
+
+ 
+
+ 
+
+ 
+
+The
+initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete
+a Business Combination within the Combination Period. However, if the initial stockholders should acquire Public Shares in or after the
+Proposed Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares
+if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights
+to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business
+Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust
+Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the
+per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.15
+per share initially held in the Trust Account. 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 vendor for services rendered or products sold to the Company, or a prospective
+target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account.
+This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim
+of any kind in or to any monies held in the Trust Account or to any claims under the Company s indemnity of the underwriters of
+the Proposed 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, prospective
+target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title,
+interest or claim of any kind in or to monies held in the Trust Account.
+
+ 
+
+Going
+Concern Consideration
+
+ 
+
+As
+of September 8, 2021, the Company had no cash and working capital of approximately $(37,331). Further, the Company has incurred and expects
+to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it
+needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial
+statements. Management s plans to address this need for capital through the Proposed Public Offering. The Company cannot assure
+that its plans to raise capital or to consummate an initial Business Combination will be successful. In addition, management is currently
+evaluating the impact of the COVID-19 pandemic on the industry and its effect on the Company s financial position, results of its
+operations and/or closing the initial public offering or search for a target company.
+
+ 
+
+These
+factors, among others, raise substantial doubt about the Company s ability to continue as going concern one year from the date
+these financial statements are issued. The financial statements do not include any adjustments that might result from its inability to
+consummate the Proposed Public Offering or its inability to continue as a going concern.
+
+ 
+
+Note
+2 – Summary of Significant Accounting Policies
+
+ 
+
+Basis
+of Presentation
+
+ 
+
+The
+accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United
+States of America ("U.S. GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission
+(the "SEC").
+
+ 
+
+ F-9
+
+ 
+
+ 
+
+ 
+
+Emerging
+Growth Company
+
+ 
+
+The
+Company is an "emerging growth company" as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012
+(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 an emerging growth company can elect to opt out of the extended transition period and comply with
+the requirements that apply to non-emerging growth companies but any such 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 statement with another public company that is neither an emerging growth company
+nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential
+differences in accounting standards used.
+
+ 
+
+Net
+Loss Per Share
+
+ 
+
+The
+Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." Net loss per share
+is computed by dividing net loss by the weighted average number of common stock outstanding during the period. Weighted average shares
+were reduced for the effect of an aggregate of 375,000 common stock that are subject to forfeiture if the underwriters over-allotment
+option is not exercised by the underwriters (Note 4). At September 8, 2021, the Company did not have any dilutive securities and other
+contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result,
+diluted loss per share is the same as basic loss per share for the period presented.
+
+ 
+
+Cash
+and cash equivalents
+
+ 
+
+The
+Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
+The Company did not have any cash or cash equivalents as of September 8, 2021.
+
+ 
+
+Concentration
+of Credit Risk
+
+ 
+
+Financial
+instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
+which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 8, 2021, the Company has not experienced
+losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
+
+ 
+
+Fair
+Value of Financial Instruments
+
+ 
+
+The
+fair value of the Company s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, "Fair
+Value Measurements and Disclosures," approximates the carrying amounts represented in the balance sheet, primarily due to their
+short-term nature.
+
+ 
+
+Use
+of Estimates
+
+ 
+
+The
+preparation of financial statements in conformity with U.S. GAAP requires the Company s management to make estimates and assumptions
+that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
+statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
+
+ 
+
+Income
+Taxes
+
+ 
+
+The
+Company complies with the accounting and reporting requirements of ASC Topic 740, "Income Taxes," which requires an asset
+and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed
+for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible
+amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
+Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
+
+ 
+
+ F-10
+
+ 
+
+ 
+
+ 
+
+FASB
+ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
+positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
+not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 8, 2021. The Company
+recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the
+payment of interest and penalties for the period from March 24, 2021 (date of inception) to September 8, 2021. The Company is currently
+not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The
+Company is subject to income tax examinations by major taxing authorities since inception.
+
+ 
+
+The
+provision for income taxes was deemed to be de minimis for the period March 24, 2021 (inception) through September 8, 2021.
+
+ 
+
+Deferred
+Offering Costs Associated with the Proposed Public Offering
+
+ 
+
+Deferred
+offering costs will consist of direct costs incurred through the balance sheet date that are directly related to the Proposed Public
+Offering and that will be charged to shareholder s equity upon the completion of the Proposed Public Offering. Should the Proposed
+Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.
+At September 8, 2021, the Company has incurred approximately $61,331 of deferred offering costs.
+
+ 
+
+Warrants
+
+ 
+
+The
+Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant s
+specific terms and applicable authoritative guidance in Financial Accounting Standards Board ("FASB") Accounting Standards
+Codification ("ASC") 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging
+("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, 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 common stock and whether the warrant holders could potentially
+require "net cash settlement" in a circumstance outside of the Company s control, 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 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 statements of operations.
+
+ 
+
+Recent
+Accounting Pronouncements
+
+ 
+
+In
+August 2020, the FASB issued Accounting Standards Update ("ASU") No. 2020-06, Debt – debt with Conversion and Other
+Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for
+Convertible Instruments and Contracts in an Entity s Own Equity ("ASU 2020-06"), which simplifies accounting for convertible
+instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that
+are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share
+calculation in certain areas. The Company adopted ASU 2020-06 on March 24, 2021, (inception). Adoption of the ASU did not impact the
+Company s financial position, results of operations or cash flows.
+
+ 
+
+ F-11
+
+ 
+
+ 
+
+ 
+
+Note
+3 – Proposed Public Offering
+
+ 
+
+Pursuant
+to the Proposed Public Offering, the Company intends to offer for sale 10,000,000 units at a price of $10.00 per Unit for aggregate proceeds
+of $100,000,000 (or 11,500,000 Units if the underwriter s over-allotment option is exercised in full for aggregate proceeds of
+$115,000,000). Each Unit consists of one share of common stock (such common stock included in the Units being offered, the "Public
+Shares"), one warrant to purchase one-half (1/2) of one share of common stock, and one right to receive one-tenth (1/10) of one
+share of common stock at the closing of a Business Combination (see Note 6).
+
+ 
+
+Note
+4 – Related Party Transactions
+
+ 
+
+Founder
+Shares
+
+ 
+
+On
+August 19, 2021, our Sponsor purchased 2,875,000 shares (the "Founder Shares") of the Company s common stock, par value
+$0.001 for an aggregate price of $25,000. The Founder Shares will automatically convert into common stock at the time of the Company s
+initial Business Combination and are subject to certain transfer restrictions, as described in Note 7. Holders of Founder Shares may
+also elect to convert their common stock into an equal number of common stock, subject to adjustment, at any time. The initial stockholders
+have agreed to forfeit up to 375,000 Founder Shares to the extent that the underwriters over-allotment option is not exercised
+in full by the underwriters. The forfeiture will be adjusted to the extent that the underwriters over-allotment option is not
+exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company s issued and outstanding shares
+after the Proposed Public Offering. If the Company increases or decreases the size of the offering, the Company will effect a stock dividend
+or share contribution back to capital, as applicable, immediately prior to the consummation of the Proposed Public Offering in such amount
+as to maintain the Founder Share ownership of the Company s stockholders prior to the Proposed Public Offering at 20.0% of the
+Company s issued and outstanding common stock upon the consummation of the Proposed Public Offering.
+
+ 
+
+The
+initial stockholders will agree, subject to limited exceptions, 50% of these shares will not be transferred, assigned, sold or released
+from escrow until the earlier of six months after the date of the consummation of our initial business combination and the date on which
+the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations
+and re

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@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the Shares and certain matters related to the assumption of Warrants has been passed upon by Elvinger Hoss Prussen, soci t anonyme, 2, place Winston Churchill L-1340 Luxembourg, Grand Duchy of Luxembourg, Luxembourg counsel to the Company. The validity of the Warrants has been passed upon by Shearman & Sterling LLP, New York, NY. We have been advised on U.S. securities matters by Shearman & Sterling LLP, New York, NY. TABLE OF CONTENTS

parsed_sections/legal_matters/2021/AMWL_american_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the shares being sold in this offering will be passed upon for us by Davis Polk & Wardwell LLP, New York, New York. Certain legal matters will be passed upon on behalf of the underwriters by Latham & Watkins LLP, New York, New York.

parsed_sections/legal_matters/2021/ANY_sphere-3d_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The legality of the issuance of the shares offered in this prospectus will be passed upon for us by Pryor Cashman LLP, New York, New York. Certain legal matters in connection with this offering have been passed upon for the underwriter by Ellenoff Grossman & Schole LLP, New York, New York.

parsed_sections/legal_matters/2021/APP_applovin_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Wilson Sonsini Goodrich & Rosati, P.C., Palo Alto, California, which has acted as our counsel in connection with this offering, will pass upon the validity of the shares of our Class A common stock being offered by this prospectus. The underwriters have been represented by Fenwick & West LLP, Mountain View, California. An investment fund associated with Fenwick & West LLP owns less than 1% of our outstanding capital stock as of September 30, 2021.

parsed_sections/legal_matters/2021/APXIF_apx_legal_matters.txt

@@ -0,0 +1,1715 @@
+legal matters by counsel and to other conditions.
+The underwriting agreement provides that the underwriters are obligated to purchase all the units in this offering if any are purchased,
+other than those units covered by the over-allotment option described below.
+
+ 
+
+We have granted to the underwriters an option,
+exercisable for 45 days from the date of this prospectus, to purchase on a pro rata basis up to 2,250,000 additional units at the initial
+public offering price, less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments
+of units. Any units issued or sold under the option will be issued and sold on the same terms and conditions as the other units that are
+the subject of this offering.
+
+ 
+
+ 181 
+
+ Table of Contents 
+
+ 
+
+The underwriters propose to offer the units initially
+at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession
+of $ per unit. If all of the units are not sold at the public offering price, the underwriters
+may change the offering price and the other selling terms.
+
+ 
+
+The following table summarizes the compensation
+and estimated expenses we will pay:
+
+ 
+
+ 
+ 
+ 
+ Per Unit(1)
+ 
+ Total
+
+ 
+ 
+ 
+ Without
+
+Over-allotment
+ 
+ With
+
+Over-allotment
+ 
+ Without
+
+Over-allotment
+ 
+ With
+
+Over-allotment
+
+ 
+ Underwriting Discounts and Commissions paid by us 
+ 
+ $
+ 0.55
+ 
+ 
+ $
+ 0.55
+ 
+ 
+ $
+ 8,250,000
+ 
+ 
+ $
+ 9,487,500
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+
+ 
+
+(1)Includes $0.35
+per unit, or $5,250,000 (or $6,037,500 if the over-allotment option is exercised in full) in the aggregate,
+which is payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States
+as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination,
+in an amount equal to $0.35 multiplied by the number of Class A ordinary shares sold as part of the
+units in this offering, as described in this prospectus.
+
+ 
+
+We estimate that our non-reimbursed out-of-pocket
+expenses for this offering will be approximately $1,400,000. We have agreed to pay for the FINRA-related fees and expenses of the underwriters 
+legal counsel, not to exceed $25,000.
+
+ 
+
+The representative has informed us that the
+underwriters do not intend to make sales to discretionary accounts.
+
+ 
+
+We, our sponsor and our officers and directors
+have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, without the prior
+written consent of BofA Securities, Inc. for a period of 180 days after the date of this prospectus, any units, warrants, Class A ordinary
+shares or any other securities convertible into, or exercisable, or exchangeable for, Class A ordinary shares; provided, however, that
+we may (1) issue and sell the private placement warrants; (2) issue and sell the additional units to cover our underwriters over-allotment
+option (if any); (3) register with the SEC pursuant to an agreement to be entered into concurrently with the issuance and sale of the
+securities in this offering, the resale of the private placement warrants and the Class A ordinary shares issuable upon exercise of the
+warrants and the founder shares; and (4) issue securities in connection with our initial business combination. However, the foregoing
+shall not apply to the forfeiture of any founder shares pursuant to their terms or any transfer of founder shares to any current or future
+independent director of the company (as long as such current or future independent director is subject to the terms of the letter agreement,
+filed herewith, at the time of such transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a result
+of such transfer, any related Section 16 filing includes a practical explanation as to the nature of the transfer). The representative
+in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice.
+
+ 
+
+Our sponsor, initial shareholders, officers, and
+directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion
+thereof until the earlier to occur of (A) one year after the completion of our initial business combination; or (B) subsequent to our
+initial business combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as
+adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within
+any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date following the completion
+of our initial business combination on which we complete a liquidation, merger, amalgamation, stock exchange, reorganization or other
+similar transaction that results in all of our public shareholders having the right to exchange their Class
+A ordinary shares for cash, securities or other property (except with respect to permitted transferees as described herein under "Principal
+Shareholders—Transfers of Founder Shares and 
+
+ 
+
+ 182 
+
+ Table of Contents 
+
+ 
+
+Private Placement Warrants"). Any permitted transferees
+would be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares.
+
+ 
+
+The private placement warrants (including the
+Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until
+30 days after the completion of our initial business combination (except with respect to permitted transferees as described herein under
+"Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants").
+
+ 
+
+We have agreed to indemnify the underwriters against
+certain liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.
+
+ 
+
+We expect our units to be listed on Nasdaq, under
+the symbol "APXIU" and, once the Class A ordinary shares and warrants begin separate trading, to have our Class A ordinary
+shares and warrants listed on Nasdaq under the symbols "APXI" and "APXIW," respectively. We cannot guarantee that
+our securities will be approved for listing on Nasdaq.
+
+ 
+
+Prior to this offering, there has been no public
+market for our securities. Consequently, the initial public offering price for the units was determined by negotiations between us and
+the representative.
+
+ 
+
+The determination of our per unit offering price
+was more arbitrary than would typically be the case if we were an operating company. Among the factors considered in determining the initial
+public offering price were the history and prospects of companies whose principal business is the acquisition of other companies, prior
+offerings of those companies, our management, our capital structure, and currently prevailing general conditions in equity securities
+markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you,
+however, that the price at which the units, Class A ordinary shares or warrants will sell in the public market after this offering will
+not be lower than the initial public offering price or that an active trading market in our units, Class A ordinary shares or warrants
+will develop and continue after this offering.
+
+ 
+
+If we do not complete our initial business combination
+within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business
+combination in accordance with the terms described in this prospectus), the trustee and the underwriters have agreed that: (1) they will
+forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in
+the trust account; and (2) the deferred underwriters discounts and commissions will be distributed on a pro rata basis, together
+with any accrued interest thereon (which interest shall be net of taxes payable) to the public shareholders.
+
+ 
+
+ In connection with this offering, the underwriters
+may purchase and sell units in the open market. Purchases and sales in the open market may include short sales, purchases to cover short
+positions, which may include purchases pursuant to the over-allotment option and stabilizing purchases, in accordance with Regulation
+M under the Exchange Act.
+
+ 
+
+ Short sales involve secondary
+market sales by the underwriters of a greater number of units than they are required to purchase in the offering.
+
+ 
+
+ "Covered" short sales
+are sales of units in an amount up to the number of units represented by the underwriters over-allotment option.
+
+ 
+
+ "Naked" short sales
+are sales of units in an amount in excess of the number of units represented by the underwriters over-allotment option.
+
+ 
+
+ Covering transactions involve
+purchases of units either pursuant to the over-allotment option or in the open market after the distribution has been completed
+in order to cover short positions.
+
+ 
+
+ To close a naked short position,
+the underwriters must purchase units in the open market after the distribution has been completed. A naked short position is more
+likely to be created if the underwriters
+
+ 183 
+
+ Table of Contents 
+
+ 
+
+are
+concerned that there may be downward pressure on the price of the units in the open market after pricing that could adversely affect
+investors who purchase in the offering.
+
+ 
+
+ To close a covered short position,
+the underwriters must purchase units in the open market after the distribution has been completed or must exercise the over-allotment option.
+In determining the source of units to close the covered short position, the underwriters will consider, among other things, the
+price of units available for purchase in the open market as compared to the price at which they may purchase units through
+the over-allotment option.
+
+ 
+
+ Stabilizing transactions involve
+bids to purchase units so long as the stabilizing bids do not exceed a specified maximum.
+
+ 
+
+Purchases to cover short positions and stabilizing
+purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline
+in the market price of the units. They may also cause the price of the units to be higher than the price that would otherwise
+exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter market
+or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.
+
+ 
+
+We are not under any contractual obligation to
+engage any of the underwriters to provide any services for us after this offering and have no present intent to do so. However, any of
+the underwriters may introduce us to potential target businesses or assist us in raising additional capital in the future. If any of the
+underwriters provide services to us after this offering, we may pay such underwriter fair and reasonable fees that would be determined
+at that time in an arm s length negotiation; and we may pay the underwriters of this offering or any entity with which they are
+affiliated, a finder s fee or other compensation for services rendered to us in connection with the completion of a business combination.
+
+ 
+
+Some of the underwriters and their affiliates
+have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business
+with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.
+
+ 
+
+In addition, in the ordinary course of their business
+activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities
+(or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their
+customers.
+
+ 
+
+Such investments and securities activities may
+involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations
+and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend
+to clients that they acquire, long and/or short positions in such securities and instruments.
+
+ 
+
+A prospectus in electronic format may be made
+available on the websites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering
+and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representative may
+agree to allocate a number of units to underwriters and selling group members for sale to their online brokerage account holders. Internet
+distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis
+as other allocations.
+
+ 
+
+The units are offered for sale in the United States,
+Europe, Asia and other jurisdictions where it is lawful to make such offers.
+
+ 
+
+Each of the underwriters has represented and agreed
+that it has not offered, sold or delivered and will not offer, sell or deliver any of the units directly or indirectly, or distribute
+this prospectus or any other offering material relating to the units, in or from any jurisdiction except under circumstances that will
+result
+
+ 
+
+ 184 
+
+ Table of Contents 
+
+ 
+
+in compliance with the applicable laws and regulations thereof and
+that will not impose any obligations on us except as set forth in the underwriting agreement.
+
+ 
+
+European Economic Area
+
+ 
+
+In relation to each Member State of the European
+Economic Area (each a "Relevant State"), no units have been offered or will be offered pursuant to this offering to the public
+in that Relevant State prior to the publication of a prospectus in relation to the units which has been approved by the competent authority
+in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant
+State, all in accordance with the Prospectus Regulation, except that offers of units may be made to the public in that Relevant State
+at any time under the following exemptions under the Prospectus Regulation:
+
+ 
+
+ 
+ 
+ (a)
+ to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
+
+ 
+ 
+
+ 
+ 
+ (b)
+ to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the Representative for any such offer; or
+
+ 
+ 
+
+ 
+ 
+ (c)
+ in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
+
+ 
+ 
+
+provided that no such offer of units shall require
+the issuer or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant
+to Article 23 of the Prospectus Regulation.
+
+ 
+
+Each person in a Relevant State who initially
+acquires any units or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with the company and
+the underwriters that it is a qualified investor within the meaning of the Prospectus Regulation.
+
+ 
+
+In the case of any units being offered to a financial
+intermediary as that term is used in Article 5(1) of the Prospectus Regulation, each such financial intermediary will be deemed to have
+represented, acknowledged and agreed that the units acquired by it in the offer have not been acquired on a non-discretionary basis on
+behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer
+to the public other than their offer or resale in a Relevant State to qualified investors, in circumstances in which the prior consent
+of the underwriters has been obtained to each such proposed offer or resale.
+
+ 
+
+The company, the underwriters and their affiliates
+will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
+
+ 
+
+For the purposes of this provision, the expression
+an "offer to the public" in relation to any units in any Relevant State means the communication in any form and by any means
+of sufficient information on the terms of the offer and any units to be offered so as to enable an investor to decide to purchase or subscribe
+for any units, and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.
+
+ 
+
+The above selling restrictions is in addition
+to any other selling restrictions set out below.
+
+ 
+
+In connection with the offering, the underwriters
+are not acting for anyone other than the issuer and will not be responsible to anyone other than the issuer for providing the protections
+afforded to their clients nor for providing advice in relation to the offering.
+
+ 
+
+Notice to Prospective Investors in the United
+Kingdom
+
+ 
+
+In relation to the United Kingdom ("UK"),
+no units have been offered or will be offered pursuant to this offering to the public in the UK prior to the publication of a prospectus
+in relation to the units which has been approved by the Financial Conduct Authority in the UK in accordance with the UK Prospectus
+
+ 
+
+ 185 
+
+ Table of Contents 
+
+ 
+
+Regulation and the FSMA, except that offers of units may be made to
+the public in the UK at any time under the following exemptions under the UK Prospectus Regulation and the FSMA:
+
+ 
+
+ 
+ 
+ (a)
+ to any legal entity which is a qualified investor as defined under the UK Prospectus Regulation;
+
+ 
+ 
+
+ 
+ 
+ (b)
+ to fewer than 150 natural or legal persons (other than qualified investors as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of the Representative for any such offer; or
+
+ 
+ 
+
+ 
+ 
+ (c)
+ at any time in other circumstances falling within section 86 of the FSMA,
+
+ 
+ 
+
+provided that no such offer of units shall require
+the issuer or any underwriter to publish a prospectus pursuant to Section 85 of the FSMA or Article 3 of the UK Prospectus Regulation
+or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.
+
+ 
+
+Each person in the UK who initially acquires any
+units or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with the company and the underwriters
+that it is a qualified investor within the meaning of the UK Prospectus Regulation.
+
+ 
+
+In the case of any units being offered to a financial
+intermediary as that term is used in Article 5(1) of the UK Prospectus Regulation, each such financial intermediary will be deemed to
+have represented, acknowledged and agreed that the units acquired by it in the offer have not been acquired on a non-discretionary basis
+on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an
+offer to the public other than their offer or resale in the UK to qualified investors, in circumstances in which the prior consent of
+the underwriters has been obtained to each such proposed offer or resale.
+
+ 
+
+The company, the underwriters and their affiliates
+will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
+
+ 
+
+For the purposes of this provision, the expression
+an "offer to the public" in relation to any units in the UK means the communication in any form and by any means of sufficient
+information on the terms of the offer and any units to be offered so as to enable an investor to decide to purchase or subscribe for any
+units, the expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue
+of the European Union (Withdrawal) Act 2018, and the expression "FSMA" means the Financial Services and Markets Act 2000.
+
+ 
+
+In connection with the offering, the underwriters
+are not acting for anyone other than the issuer and will not be responsible to anyone other than the issuer for providing the protections
+afforded to their clients nor for providing advice in relation to the offering.
+
+ 
+
+This document is for distribution only to persons
+who (i) have professional experience in matters relating to investments and who qualify as investment professionals within the meaning
+of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion
+Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.")
+of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage
+in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"))
+in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons
+together being referred to as "relevant persons"). This document is directed only at relevant persons and must not be acted
+on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available
+only to relevant persons and will be engaged in only with relevant persons.
+
+ 
+
+ 186 
+
+ Table of Contents 
+
+ 
+
+Notice to Residents of Japan
+
+ 
+
+The units have not been and will not be registered
+under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered
+or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly
+or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines
+promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph,
+"Japanese Person" shall mean any person resident in Japan, including any corporation or other entity organized under
+the laws of Japan.
+
+ 
+
+Notice to Residents of Hong Kong
+
+ 
+
+The units may not be offered or sold in Hong Kong
+by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the
+Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of
+the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances
+which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap. 32, Laws
+of Hong Kong) and no advertisement, invitation or document relating to the units may be issued or may be in the possession of
+any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which
+are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other
+than with respect to units which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional
+investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
+
+ 
+
+Notice to Residents of Singapore
+
+ 
+
+This prospectus has not been
+registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in
+connection with the offer or sale, or invitation for subscription or purchase, of the units may not be circulated or distributed,
+nor may the units be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly,
+to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter
+289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A),
+and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance
+with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the
+SFA.
+
+ 
+
+Where the units are subscribed or purchased
+under Section 275 of the SFA by a relevant person which is
+
+ 
+
+ a corporation (which is not an
+accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share
+capital of which is owned by one or more individuals, each of whom is an accredited investor; or
+
+ 
+
+ a trust (where the trustee is
+not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures
+and units of shares and debentures of that corporation or the beneficiaries rights and interest (howsoever described) in
+that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an
+offer made under Section 275 of the SFA except:
+
+ 
+
+oto an institutional investor
+(for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person
+pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or
+such rights and interest in that trust are acquired at a consideration of not less than $150,000 (or its equivalent in a foreign currency)
+for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations,
+in accordance with the conditions specified in Section 275 of the SFA;
+
+ 187 
+
+ Table of Contents 
+
+ 
+
+owhere no consideration is or
+will be given for the transfer; or
+
+ 
+
+owhere the transfer is by operation
+of law.
+
+ 
+
+Solely for the purposes of our obligations pursuant
+to Section 309B of the SFA, the company has determined, and hereby notifies all relevant persons (as defined in the CMP Regulations 2018),
+that the units are "prescribed capital markets products" (as defined in the CMP Regulations 2018) and Excluded Investment
+Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on the Recommendations
+on Investment Products).
+
+ 
+
+Notice to Residents of Germany
+
+ 
+
+Each person who is in possession of this prospectus
+is aware that no German sales prospectus (Verkaufsprospekt) within the meaning of the Securities Sales Prospectus Act (Wertpapier- Verkaufsprospektgesetz,
+the "Act") of the Federal Republic of Germany has been or will be published with respect to our units. In particular, each
+underwriter has represented that it has not engaged and has agreed that it will not engage in a public offering (offentliches Angebot)
+within the meaning of the Act with respect to any of our units otherwise then in accordance with the Act and all other applicable legal
+and regulatory requirements.
+
+ 
+
+Notice to Residents of France
+
+ 
+
+Neither this prospectus nor any other offering
+material relating to the units described in this prospectus has been submitted to the clearance procedures of the Autorit des
+March s Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorit 
+des March s Financiers. The units have not been offered or sold and will not be offered or sold, directly or indirectly, to the
+public in France. Neither this prospectus nor any other offering material relating to the units has been or will be:
+
+ 
+
+ released, issued, distributed or caused
+to be released, issued or distributed to the public in France; or
+
+ 
+
+ used in connection with any offer for
+subscription or sale of the units to the public in France.
+
+ 
+
+Such offers, sales and distributions will be made
+in France only:
+
+ 
+
+ to qualified investors (investisseurs
+qualifi s) and/or to a restricted circle of investors (cercle restreint d investisseurs), in each case investing for their
+own account, all as defined in, and in accordance with, articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the
+French Code mon taire et financier;
+
+ 
+
+ to investment services providers authorized
+to engage in portfolio management on behalf of third parties; or
+
+ 
+
+ in a transaction that, in accordance
+with article L.411-2-II-1 -or-2 -or 3 of the French Code mon taire et financier and article 211-2 of the General
+Regulations (R glement G n ral) of the Autorit des March s Financiers, does not constitute a public
+offer (appel public l pargne).
+
+ 
+
+The units may be resold directly or indirectly,
+only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code mon taire et financier.
+
+ 
+
+Notice to Residents of the Netherlands
+
+ 
+
+Our units may not be offered, sold, transferred
+or delivered in or from the Netherlands as part of their initial distribution or at any time thereafter, directly or indirectly, other
+than to, individuals or legal entities situated in The Netherlands who or which trade or invest in securities in the conduct of a business
+or
+
+ 
+
+ 188 
+
+ Table of Contents 
+
+ 
+
+profession (which includes banks, securities intermediaries (including
+dealers and brokers), insurance companies, pension funds, collective investment institution, central governments, large international
+and supranational organizations, other institutional investors and other parties, including treasury departments of commercial enterprises,
+which as an ancillary activity regularly invest in securities; hereinafter, "Professional Investors"); provided that in the
+offer, prospectus and in any other documents or advertisements in which a forthcoming offering of our units is publicly announced (whether
+electronically or otherwise) in The Netherlands it is stated that such offer is and will be exclusively made to such Professional Investors.
+Individual or legal entities who are not Professional Investors may not participate in the offering of our units, and this prospectus
+or any other offering material relating to our units may not be considered an offer or the prospect of an offer to sell or exchange our
+units.
+
+ 
+
+Notice to Prospective
+Investors in the Cayman Islands
+
+ 
+
+No invitation, whether
+directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our units.
+
+ 
+
+Notice to Canadian Residents
+
+ 
+
+The units may be sold
+in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National
+Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are
+permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
+Any resale of the units must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements
+of applicable securities laws.
+
+ 
+
+Securities legislation in
+certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including
+any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser
+within the time limit prescribed by the securities legislation of the purchaser s province or territory. The purchaser should refer
+to any applicable provisions of the securities legislation of the purchaser s province or territory for particulars of these rights
+or consult with a legal advisor.
+
+ 
+
+Pursuant to section 3A.3
+of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the
+disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
+
+ 
+
+Notice to Prospective Investors in the Dubai
+International Financial Centre
+
+ 
+
+This prospectus relates to an Exempt Offer in
+accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA"). This prospectus is intended
+for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied
+on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The
+DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus.
+The securities to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers
+of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this prospectus
+you should consult an authorized financial advisor.
+
+ 
+
+Notice to Prospective Investors in Australia
+
+ 
+
+No placement document, prospectus, product disclosure
+statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, in relation to the offering.
+This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act
+2001 (the "Corporations Act"), and does not purport to include the information required for a prospectus, product disclosure
+statement or other disclosure document under the Corporations Act.
+
+ 
+
+ 189 
+
+ Table of Contents 
+
+ 
+
+Any offer in Australia of the securities may only
+be made to persons (the "Exempt Investors") who are "sophisticated investors" (within the meaning of section 708(8)
+of the Corporations Act), "professional investors" (within the meaning of section 708(11) of the Corporations Act) or otherwise
+pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the securities without
+disclosure to investors under Chapter 6D of the Corporations Act.
+
+ 
+
+The securities applied for by Exempt Investors
+in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering,
+except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption
+under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter
+6D of the Corporations Act. Any person acquiring securities must observe such Australian on-sale restrictions. This prospectus contains
+general information only and does not take account of the investment objectives, financial situation or particular needs of any particular
+person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors
+need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary,
+seek expert advice on those matters.
+
+ 
+
+Notice to Prospective Investors in Switzerland
+
+ 
+
+The securities may not be publicly offered in
+Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility
+in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or
+art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules
+or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering
+or marketing material relating to the securities or the offering may be publicly distributed or otherwise made publicly available in Switzerland.
+
+ 
+
+Neither this document nor any other offering or
+marketing material relating to the offering, the company, the shares have been or will be filed with or approved by any Swiss regulatory
+authority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial
+Market Supervisory Authority FINMA (FINMA), and the offer of securities has not been and will not be authorized under the Swiss Federal
+Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment
+schemes under the CISA does not extend to acquirers of securities.
+
+ 
+
+Legal
+Matters
+
+ 
+
+Davis Polk & Wardwell LLP is acting as counsel
+in connection with the registration of our securities under the Securities Act, and as such, will pass upon the validity of the securities
+offered in this prospectus with respect to units and warrants. Maples and Calder (Cayman) LLP will pass upon the validity of the securities
+offered in this prospectus with respect to the ordinary shares and matters of Cayman Islands law. In connection with this offering, Shearman
+& Sterling LLP is acting as counsel to the underwriters.
+
+ 
+
+Experts
+
+ 
+
+The financial statements of APx Acquisition Corp.
+I as of September 30, 2021 and for the period from May 13, 2021 (inception) through September 30, 2021 appearing in this prospectus have been audited by Marcum LLP, independent registered
+public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph relating to substantial doubt about
+the ability of APx Acquisition Corp. I to continue as a going concern as described in Note 1 to the financial statements), appearing elsewhere
+in this prospectus, and are included in reliance upon the report of such firm given upon their authority as experts in accounting and
+auditing.
+
+ 
+
+ 190 
+
+ Table of Contents 
+
+ 
+
+Where
+You Can Find Additional Information
+
+ 
+
+We have filed with the SEC a registration statement
+on Form S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not contain
+all of the information included in the registration statement. For further information about us and our securities, you should refer to
+the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference in this prospectus
+to any of our contracts, agreements or other documents, the references are materially complete but may not include a description of all
+aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to the registration statement
+for copies of the actual contract, agreement or other document.
+
+ 
+
+Upon completion of this offering, we will be subject
+to the information requirements of the Exchange Act and will file annual, quarterly and current event reports, proxy statements and other
+information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC s website
+at www.sec.gov.
+
+ 
+
+ 191 
+
+ Table of Contents 
+
+ 
+
+APx ACQUISITION CORP. I
+
+INDEX
+TO FINANCIAL STATEMENTS
+
+ 
+
+ 
+ 
+ 
+ PAGE
+
+ 
+ Report of Independent Registered Public Accounting Firm
+ 
+ F-2
+
+ 
+ Balance Sheet as of September 30, 2021
+ 
+ F-3
+
+ 
+ Statement of Operations for the period from May 13, 2021 (inception) through September 30, 2021
+ 
+ F-4
+
+ 
+ Statement of Changes in Shareholder s Equity for the period from May 13, 2021 (inception) through September 30, 2021
+ 
+ F-5
+
+ 
+ Statement of Cash Flows for the period from May 13, 2021 (inception) through September 30, 2021
+ 
+ F-6
+
+ 
+ Notes to Financial Statements
+ 
+ F-7
+
+ 
+
+ F-1
+
+ Table of Contents 
+
+ 
+
+REPORT OF INDEPENDENT REGISTERED
+PUBLIC ACCOUNTING FIRM
+
+ 
+
+To the Shareholder and Board of Directors of 
+
+APx Acquisition Corp. I
+
+ 
+
+Opinion on the Financial Statements
+
+ 
+
+We have audited the accompanying balance sheet
+of APx Acquisition Corp. I (the "Company") as of September 30, 2021, the related statements of operations, changes in shareholder s
+equity and cash flows for the period from May 13, 2021 (inception) through September 30, 2021, and the related notes (collectively referred
+to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the
+financial position of the Company as of September 30, 2021, and the results of its operations and its cash flows for the period from May 13,
+2021 (inception) through September 30, 2021, in conformity with accounting principles generally accepted in the United States of America.
+
+ 
+
+Explanatory Paragraph – Going Concern
+
+ 
+
+The accompanying financial statements have been
+prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the
+Company has a working capital deficiency, has incurred losses and needs to raise additional funds to meet its obligations and sustain
+its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management s plans
+in regard to these matters are also described in Notes 1 and 3. The financial statements do not include any adjustments that might result
+from the outcome of this uncertainty.
+
+ 
+
+Basis for Opinion
+
+ 
+
+These financial statements are the responsibility
+of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
+are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
+required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
+regulations of the Securities and Exchange Commission and the PCAOB.
+
+ 
+
+We conducted our audit in accordance with the
+standards of the PCAOB. Those standards require
+that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
+whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over
+financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but
+not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly,
+we express no such opinion.
+
+ 
+
+Our audit included performing procedures to assess
+the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
+to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
+Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
+the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
+
+ 
+
+/s/ Marcum llp
+
+ 
+
+Marcum llp
+
+ 
+
+We have served as the Company s auditor since 2021.
+
+ 
+
+Houston, Texas 
+
+ November 19, 2021
+
+ 
+
+ F-2
+
+ Table of Contents 
+
+ 
+
+ 
+
+APx ACQUISITION CORP. I
+
+BALANCE SHEET 
+
+ 
+
+ 
+ 
+ September 30, 2021
+
+ 
+ 
+ 
+
+ 
+ ASSETS 
+ 
+
+ 
+ Deferred offering costs 
+ $536,440 
+
+ 
+ TOTAL ASSETS 
+ $536,440 
+
+ 
+ 
+ 
+
+ 
+ LIABILITIES AND SHAREHOLDER S EQUITY 
+ 
+
+ 
+ 
+ 
+
+ 
+ Current Liabilities 
+ 
+
+ 
+ Accrued expenses 
+ $518,318 
+
+ 
+ Total Current Liabilities 
+ 518,318 
+
+ 
+ 
+ 
+
+ 
+ Commitments and contingencies (Note 6) 
+ 
+
+ 
+ 
+ 
+
+ 
+ Shareholder s Equity 
+ 
+
+ 
+ Preference shares, $0.0001 par value; 1,000,000 shares authorized; none outstanding 
+ 
+
+ 
+ Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none outstanding 
+ 
+
+ 
+ Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 4,312,500 shares issued and outstanding (1) 
+ 431 
+
+ 
+ Additional paid in capital 
+ 24,569 
+
+ 
+ Accumulated deficit 
+ (6,878)
+
+ 
+ Total Shareholder s Equity 
+ 18,122 
+
+ 
+ TOTAL LIABILITIES AND SHAREHOLDER S EQUITY 
+ $536,440 
+
+ 
+
+ 
+
+(1)Includes an aggregate of up to
+562,500 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters
+(see Note 8).
+
+ 
+
+The accompanying notes are an integral part of
+these financial statements.
+
+ 
+
+ F-3
+
+ Table of Contents 
+
+ 
+
+APx ACQUISITION CORP. I
+
+STATEMENT OF OPERATIONS
+
+ 
+
+ 
+ 
+ 
+ For the period from May 13, 2021 (inception) through September 30, 2021
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Formation costs and other operating expenses
+ 
+ $
+ 6,878
+ 
+ 
+
+ 
+ Net loss
+ 
+ $
+ (6,878
+ )
+ 
+
+ 
+ Weighted average ordinary shares outstanding, basic and diluted (1)
+ 
+ 
+ 3,750,000
+ 
+ 
+
+ 
+ Basic and diluted net loss per ordinary share
+ 
+ $
+ 
+ 
+ 
+
+ 
+ 
+
+(1)Excludes an aggregate of up to
+562,500 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters
+(see Note 8).
+
+ 
+
+The accompanying notes are an integral part of
+these financial statements.
+
+ 
+
+ F-4
+
+ Table of Contents 
+
+ 
+
+APx ACQUISITION CORP. I
+
+STATEMENT OF CHANGES IN SHAREHOLDER S EQUITY
+
+For the period from May 13, 2021 (inception)
+through September 30, 2021
+
+ 
+
+ 
+ 
+ 
+ Class B
+ 
+ 
+ Additional
+ 
+ 
+ 
+ 
+ 
+ Total
+ 
+
+ 
+ 
+ 
+ Ordinary Shares
+ 
+ 
+ Paid in
+ 
+ 
+ Accumulated
+ 
+ 
+ Shareholder s
+ 
+
+ 
+ 
+ 
+ Shares
+ 
+ 
+ Amount
+ 
+ 
+ Capital
+ 
+ 
+ Deficit
+ 
+ 
+ Equity
+ 
+
+ 
+ Balance – May 13, 2021 (inception)
+ 
+ 
+ 
+ 
+ 
+ $
+ 
+ 
+ 
+ $
+ -
+ 
+ 
+ $
+ -
+ 
+ 
+ $
+ -
+ 
+
+ 
+ Issuance of Class B ordinary shares to sponsors (1)
+ 
+ 
+ 4,312,500
+ 
+ 
+ 
+ 431
+ 
+ 
+ 
+ 24,569
+ 
+ 
+ 
+ -
+ 
+ 
+ 
+ 25,000
+ 
+
+ 
+ Net loss
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ -
+ 
+ 
+ 
+ (6,878
+ )
+ 
+ 
+ (6,878
+ )
+
+ 
+ Balance – September 30, 2021
+ 
+ 
+ 4,312,500
+ 
+ 
+ $
+ 431
+ 
+ 
+ $
+ 24,569
+ 
+ 
+ $
+ (6,878
+ )
+ 
+ $
+ 18,122
+ 
+
+ 
+ 
+
+(1)Includes an aggregate of up to
+562,500 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters
+(see Note 8).
+
+ 
+
+The accompanying notes are an integral part of
+these financial statements.
+
+ 
+
+ F-5
+
+ Table of Contents 
+
+ 
+
+APx ACQUISITION CORP. I
+
+STATEMENT OF CASH FLOWS
+
+ 
+
+ 
+ 
+ 
+ For the period from May 13, 2021 (inception) through September 30, 2021
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Cash flow from operating activities:
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Net loss
+ 
+ $
+ (6,878
+ )
+ 
+
+ 
+ Adjustments to reconcile net loss to net cash used in operating activities:
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Changes in operating assets and liabilities:
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Accrued offering expenses
+ 
+ 
+ 6,878
+ 
+ 
+
+ 
+ Net cash used in operating activities
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Net change in cash
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Cash at the beginning of the period
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Cash at the end of the period
+ 
+ $
+ 
+ 
+ 
+
+ 
+ Non-cash investing and financing activities:
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Deferred offering costs included in accrued offering costs
+ 
+ $
+ 511,440
+ 
+ 
+
+ 
+ Deferred offering costs paid by sponsor in exchange for issuance of Class B ordinary shares
+ 
+ $
+ 25,000
+ 
+ 
+
+ 
+ 
+
+The accompanying notes are an integral part of
+these financial statements.
+
+ 
+
+ F-6
+
+ Table of Contents 
+
+ 
+
+APx ACQUISITION CORP. I
+NOTES TO FINANCIAL STATEMENTS
+ 
+
+NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
+
+ 
+
+APx
+Acquisition Corp. I (the "Company") is a blank check company incorporated in the Cayman Islands on May 13, 2021. The Company
+was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other
+similar business combination with one or more businesses (the "Business Combination").The Company is an early stage and emerging
+growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
+
+ 
+
+As
+of September 30, 2021, the Company had not yet commenced any operations. All activity for the period May 13, 2021 (inception) through
+September 30, 2021 relates to the Company s formation and the proposed initial public offering (the "Proposed Offering")
+which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination,
+at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed
+Offering. The Company has selected December 31 as its fiscal year end.
+
+ 
+
+The
+Company s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed initial public
+offering of 15,000,000 units at $10.00 per unit (or 17,250,000 units if the underwriter s over-allotment option is exercised in
+full) (the "Units" and, with respect to the shares of Class A ordinary shares included in the Units being offered, the "Public
+Shares") which is discussed in Note 3 and the sale of 8,050,000 warrants (or 8,950,000 warrants if the underwriter s over-allotment
+option is exercised in full) (the "Private Placement Warrants") at a price of $1.00 per Private Placement Warrant that will
+close in a private placement to APx Cap Sponsor Group I, LLC (the "Sponsor") simultaneously with the closing of the Proposed
+Offering (see Note 4).
+
+ 
+
+The
+Company s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering
+and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward
+consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that
+together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting
+commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business
+Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more
+of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to
+be required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company
+Act"). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the
+Proposed Offering, management has agreed that $10.00 per Unit sold in the Proposed Offering, including the proceeds from the sale of
+the Private Placement Warrants, will be held in a trust account (the "Trust Account") and invested in 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 in any open-ended
+investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as
+determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds
+in the Trust Account to the Company s shareholders, as described below.
+
+ 
+
+The
+Company will provide its holders of the 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 shareholder meeting
+called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the
+Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to
+redeem their shares, regardless of whether they vote for or against a
+
+ 
+
+ F-7
+
+ Table of Contents 
+
+ 
+APx ACQUISITION CORP. I
+NOTES TO FINANCIAL STATEMENTS
+ 
+
+Business Combination. 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, if the Company seeks shareholder approval, a majority of the outstanding shares voted are
+voted in favor of the Business Combination.
+
+ 
+
+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 Certificate of Incorporation provides that, a public shareholder, together with any affiliate of such shareholder
+or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Securities
+Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from seeking redemption rights with respect to
+15% or more of the Public Shares without the Company s prior written consent.
+
+ 
+
+The
+public shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially
+$10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company
+to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the
+deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights
+upon the completion of a Business Combination with respect to the Company s warrants. These shares of Class A ordinary shares will
+be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Offering, in accordance with
+Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity."
+
+ 
+
+If
+a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the
+Company will, pursuant to its Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities
+and Exchange Commission (the "SEC"), and file tender offer documents containing substantially the same information as would
+be included in a proxy statement with the SEC prior to completing a Business Combination.
+
+ 
+
+The
+Company s Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after
+the Proposed Offering in favor of a Business Combination, (b) not to propose an amendment to the Company s Certificate of Incorporation
+with respect to the Company s pre-Business Combination activities prior to the consummation of a Business Combination unless the
+Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment;
+(c) not to redeem any shares (including the Founder Shares) into the right to receive cash from the Trust Account in connection with
+a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination
+if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated
+Certificate of Incorporation relating to shareholders rights of pre-Business Combination activity and (d) that the Founder Shares
+shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor
+will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the
+Proposed Offering if the Company fails to complete its Business Combination.
+
+ 
+
+If
+the Company is unable to complete a Business Combination within 15 months from the closing of the Proposed Offering (or within 21 months
+if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus)
+(the "Combination Period"), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly
+as reasonably possible but no 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 us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of
+then outstanding public shares, which redemption will completely extinguish public shareholder s rights as shareholders (including
+the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
+following such redemption, subject to the approval of the remaining shareholders and the Company s board of directors, proceed
+to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware
+law to provide for
+
+ 
+
+ F-8
+
+ Table of Contents 
+
+ 
+APx ACQUISITION CORP. I
+NOTES TO FINANCIAL STATEMENTS
+ 
+
+claims of creditors and the requirements of applicable
+law. The underwriter has agreed to waive its rights to the deferred underwriting commission 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 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 Proposed Offering price
+per Unit $10.00.
+
+ 
+
+The
+Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products
+sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality
+or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20
+per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account,
+if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will
+not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in
+the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company s indemnity of
+the underwriter of Proposed Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended
+(the "Securities Act"). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor
+has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that
+the Sponsor s only assets are securities of the Company. Therefore, the Company cannot assure its shareholders that the Sponsor
+would be able to satisfy those obligations. None of the Company s officers or directors will indemnify the Company for claims by
+third parties including, without limitation, claims by vendors and prospective target businesses. 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, prospective target businesses or other entities with which the Company does business, execute agreements with the
+Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
+
+ 
+
+Risks and Uncertainties
+
+ 
+
+Management
+continues to evaluate the impact 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 financial statements do not
+include any adjustments that might result from the outcome of this uncertainty.
+
+ 
+
+Going Concern Consideration
+
+ 
+
+At
+September 30, 2021, the Company had no cash and a working capital deficiency of $518,318. The Company has incurred and expects to continue
+to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company s
+ability to continue as a going concern within one year after the date that the financial statements are issued. Management plans to address
+this uncertainty through a Proposed Offering as discussed in Note 3. There is no assurance that the Company s plans to raise capital
+or to consummate a Business Combination will be successful or successful within the Combination Period. The Sponsor has agreed to loan
+the Company up to an aggregate amount of $300,000 to be used, in part, for transaction costs incurred in connection with the Proposed
+Offering (the "Promissory Note"). The financial statements do not include any adjustments that might result from the outcome
+of this uncertainty. 
+
+ 
+
+NOTE 2.

parsed_sections/legal_matters/2021/ARBKL_argo_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Sidley Austin LLP will pass upon certain legal matters for us in connection with the offering of the Notes. The underwriters are being represented in connection with the offering by Duane Morris LLP. TABLE OF CONTENTS

parsed_sections/legal_matters/2021/ARHS_arhaus-inc_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of common stock offered hereby is being passed upon for us by Baker & Hostetler LLP. Certain legal matters concerning this offering will be passed upon for the underwriters by Latham & Watkins LLP.

parsed_sections/legal_matters/2021/ARIS_aris_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the shares of Class A common stock offered by this prospectus will be passed upon for us by Gibson, Dunn & Crutcher LLP, Houston, Texas. Certain legal matters in connection with this offering will be passed upon for the underwriters by Latham & Watkins LLP, Austin, Texas.

parsed_sections/legal_matters/2021/ARKOW_arko-corp_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the securities offered by this prospectus will be passed upon for us by Greenberg Traurig, LLP.

parsed_sections/legal_matters/2021/ARQQW_arqit_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the Ordinary Shares offered by this prospectus has been passed upon by Maples and Calder (Cayman) LLP. The validity of the Warrants offered by this prospectus has been passed upon by White & Case LLP. TABLE OF CONTENTS

parsed_sections/legal_matters/2021/ASLE_aersale_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of any securities offered by this prospectus will be passed upon for us by Latham & Watkins LLP.

parsed_sections/legal_matters/2021/ASTLW_algoma_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Certain legal matters relating to U.S. law will be passed upon for us by Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, New York. Certain Canadian legal matters will be passed upon for us by Goodmans LLP, Toronto, Ontario, Canada. The legality of the Common Shares will be passed upon by Lawson Lundell LLP.

parsed_sections/legal_matters/2021/ATEKW_athena_legal_matters.txt

@@ -0,0 +1,1720 @@
+legal matters by counsel and to other conditions. The underwriters are obligated to purchase all of the units (other than those covered by the over-allotment option described below) if they purchase any of the units.
+
+ Units sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. If all of the units are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms. The representative has advised us that the underwriters do not intend to make sales to discretionary accounts. Sales of any units made outside of the United States may be made by affiliates of the underwriters. The offering of the units by the underwriters is subject to receipt and acceptance and subject to the underwriters right to reject any order in whole or in part.
+
+ If the underwriters sell more units than the total number set forth in the table above, we have granted to the underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase up to 3,750,000 additional units at the public offering price less the underwriting discount. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional units approximately proportionate to that underwriter s initial purchase commitment. Any units issued or sold under the option will be issued and sold on the same terms and conditions as the other units that are the subject of this offering.
+
+ We, our sponsor and our officers and directors have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of the representative, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any units, warrants, shares of common stock or any other securities convertible into, or exercisable, or exchangeable for, shares of common stock, subject to certain exceptions. The representative in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice. Our sponsor, officers and directors are also subject to separate transfer restrictions on their founder shares and private placement units pursuant to the insider letters as described herein.
+
+ Our sponsor, founder, officers and directors have agreed not to transfer, assign or sell any founder shares held by them until the earlier to occur of: (1) one year after the completion of our initial business combination; or (2) the date on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction after our initial business combination that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Units ). Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if the closing price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. The private placement units (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or saleable until 30 days after the completion of our initial business combination (except with respect to permitted transferees as described herein under the section of this prospectus entitled Principal Stockholders Transfers of Founder Shares and Private Placement Units ).
+
+ 
+
+ 168
+
+ Table of Contents
+
+ 
+ Prior to this offering, there has been no public market for our securities. Consequently, the initial public offering price for the units was determined by negotiations between us and the representative.
+
+ Among the factors considered in determining the initial public offering price were the history and prospects of companies whose principal business is the acquisition of other companies, prior offerings of those companies, our management, our capital structure, and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the units, Class A common stock or warrants will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our units, Class A common stock or warrants will develop and continue after this offering.
+
+ We intend to apply to have our units listed on the NYSE under the symbol ATEK.U commencing on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on the NYSE under the symbols ATEK and ATEK WS, respectively.
+
+ The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters over-allotment option.
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Paid by the Company
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ No Exercise
+
+ 
+ 
+ 
+ Full Exercise
+
+ 
+ 
+
+ 
+ 
+ Per Unit(1)
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 0.55
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 0.55
+
+ 
+ 
+
+ 
+ 
+ Total(1)
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 13,750,000
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 15,812,500
+
+ 
+ 
+
+ 
+ ____________
+(1) $0.20 per unit sold in the base offering, or $5,000,000 in the aggregate is payable upon the closing of this offering. Include $0.35 per unit sold in the base offering, or $8,750,000 in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in the trust account and to the underwriters only upon the completion of an initial business combination. If the underwriters over-allotment option is exercised, $0.55 per over-allotment unit, or up to an additional $2,062,500 or $10,812,500 in the aggregate if the underwriters over-allotment option is exercised in full, will be deposited in the trust account. The deferred commissions will be released to the underwriters only on completion of an initial business combination.
+
+ If we do not complete our initial business combination and subsequently liquidate, the trustee and the underwriters have agreed that they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account upon liquidation.
+
+ In connection with the offering, the underwriters may purchase and sell units in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the over-allotment option and stabilizing purchases, in accordance with Regulation M under the Exchange Act.
+
+ Short sales involve secondary market sales by the underwriters of a greater number of units than they are required to purchase in the offering.
+
+ Covered short sales are sales of units in an amount up to the number of units represented by the underwriters over-allotment option.
+
+ Naked short sales are sales of units in an amount in excess of the number of units represented by the underwriters over-allotment option.
+
+ Covering transactions involve purchases of units either pursuant to the over-allotment option or in the open market after the distribution has been completed in order to cover short positions.
+
+ To close a naked short position, the underwriters must purchase units in the open market after the distribution has been completed. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase in the offering.
+
+ 
+
+ 169
+
+ Table of Contents
+
+ 
+ To close a covered short position, the underwriters must purchase units in the open market after the distribution has been completed or must exercise the over-allotment option. In determining the source of units to close the covered short position, the underwriters will consider, among other things, the price of units available for purchase in the open market as compared to the price at which they may purchase units through the over-allotment option.
+
+ Stabilizing transactions involve bids to purchase units so long as the stabilizing bids do not exceed a specified maximum.
+
+ Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the units. They may also cause the price of the units to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.
+
+ We estimate that our portion of the total expenses of this offering payable by us will be $550,000, excluding underwriting discounts and commissions. We have also agreed to pay the FINRA-related fees and expenses of the underwriters legal counsel, not to exceed $25,000.
+
+ The underwriters have agreed to reimburse certain of our expenses.
+
+ We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.
+
+ We are not under any contractual obligation to engage any of the underwriters to provide any services for us after this offering, and have no present intent to do so. However, any of the underwriters may introduce us to potential target businesses or assist us in raising additional capital in the future. If any of the underwriters provide services to us after this offering, we may pay such underwriter fair and reasonable fees that would be determined at that time in an arm s length negotiation; provided that no agreement will be entered into with any of the underwriters and no fees for such services will be paid to any of the underwriters prior to the date that is 60 days from the date of this prospectus, unless FINRA determines that such payment would not be deemed underwriters compensation in connection with this offering and we may pay the underwriters of this offering or any entity with which they are affiliated a finder s fee or other compensation for services rendered to us in connection with the completion of a business combination.
+
+ Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.
+
+ In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates.
+
+ The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
+
+ Notice to Prospective Investors in European Economic Area
+
+ In relation to each Member State of the European Economic Area (each a Member State ), no units have been offered or will be offered pursuant to the offering to the public in that Member State prior to the publication of a prospectus in relation to the units which has been approved by the competent authority in that Member State or, 
+
+ 
+
+ 170
+
+ Table of Contents
+
+ 
+ where appropriate, approved in another Member State and notified to the competent authority in that Member State, all in accordance with the Prospectus Regulation), except that offers of units may be made to the public in that Member State at any time under the following exemptions under the Prospectus Regulation:
+
+ (a) to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
+
+ (b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the Representative for any such offer; or
+
+ (c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
+
+ provided that no such offer of units shall require the company or any Representative to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.
+
+ For the purposes of this provision, the expression an offer to the public in relation to any units in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any units to be offered so as to enable an investor to decide to purchase or subscribe for any units, and the expression Prospectus Regulation means Regulation (EU) 2017/1129.
+
+ Notice to Prospective Investors in United Kingdom
+
+ The underwriters have represented and agreed that:
+
+ (a) they have only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (FSMA)) received by it in connection with the issue or sale of the units in circumstances in which Section 21(1) of the FSMA does not apply to the company; and
+
+ (b) they have complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the units in, from or otherwise involving the United Kingdom.
+
+ Notice to Prospective Investors in France
+
+ Neither this prospectus nor any other offering material relating to the units described in this prospectus has been submitted to the clearance procedures of the Autorit des March s Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorit des March s Financiers. The units have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the units has been or will be:
+
+ released, issued, distributed or caused to be released, issued or distributed to the public in France; or
+
+ used in connection with any offer for subscription or sale of the units to the public in France. Such offers, sales and distributions will be made in France only:
+
+ To qualified investors (investisseurs qualifi s) and/or to a restricted circle of investors (cercle restreint d investisseurs), in each case investing for their own account, all as defined in, and in accordance with, articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code mon taire et financier;
+
+ to investment services providers authorized to engage in portfolio management on behalf of third parties; or
+
+ in a transaction that, in accordance with article L.411-2-II-1 -or-2 -or 3 of the French Code mon taire et financier and article 211-2 of the General Regulations (R glement G n ral) of the Autorit des March s Financiers, does not constitute a public offer (appel public l pargne).
+
+ 
+
+ 171
+
+ Table of Contents
+
+ 
+ The units may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code mon taire et financier.
+
+ Notice to Prospective Investors in Hong Kong
+
+ The units may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a prospectus within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the units may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to units which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
+
+ Notice to Prospective Investors in Japan
+
+ The units offered in this prospectus have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The units have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation or other entity organized under the laws of Japan), except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.
+
+ Notice to Prospective Investors in Singapore
+
+ This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the units may not be circulated or distributed, nor may the units be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA ), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.
+
+ Where the units are subscribed or purchased under Section 275 of the SFA by a relevant person which is
+
+ a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
+
+ a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:
+
+ to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust 
+
+ 
+
+ 172
+
+ Table of Contents
+
+ 
+ are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;
+
+ where no consideration is or will be given for the transfer; or
+
+ where the transfer is by operation of law.
+
+ Notice to Prospective Investors in Canada
+
+ The units may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the units must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
+
+ Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser s province or territory for particulars of these rights or consult with a legal advisor.
+
+ Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
+
+ Notice to Prospective Investors in the Dubai International Financial Centre
+
+ This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ( DFSA ). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The securities to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.
+
+ Notice to Prospective Investors in Australia
+
+ No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission ( ASIC ), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the Corporations Act ), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.
+
+ Any offer in Australia of the securities may only be made to persons (the Exempt Investors ) who are sophisticated investors (within the meaning of section 708(8) of the Corporations Act), professional investors (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the securities without disclosure to investors under Chapter 6D of the Corporations Act.
+
+ 
+
+ 173
+
+ Table of Contents
+
+ 
+ The securities applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring securities must observe such Australian on-sale restrictions. This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.
+
+ Notice to Prospective Investors in Switzerland
+
+ The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ( SIX ) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the securities or the offering may be publicly distributed or otherwise made publicly available in Switzerland.
+
+ Neither this document nor any other offering or marketing material relating to the offering, the company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of securities has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ( CISA ). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of securities.
+
+ 
+
+ 174
+
+ Table of Contents
+
+ 
+ Legal Matters
+
+ McDermott Will & Emery LLP, New York, New York, is acting as counsel in connection with the registration of our securities under the Securities Act, and as such, will pass upon the validity of the securities offered in this prospectus. Shearman & Sterling LLP, New York, New York, advised the underwriters in connection with the offering of the securities. 
+
+ Experts
+
+ The financial statements of Athena Technology Acquisition Corp. II as of September 15, 2021, and for the period May 20, 2021 (inception) through September 15, 2021, included in this prospectus have been audited by WithumSmith+Brown, PC, independent registered public accounting firm, as set forth in their report thereon, appearing elsewhere in this prospectus, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
+
+ Where You Can Find Additional Information
+
+ We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are materially complete but may not include a description of all aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.
+
+ Upon completion of this offering, we will be subject to the information requirements of the Exchange Act and will file annual, quarterly and current event reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC s website at www.sec.gov.
+
+ 
+
+ 175
+
+ Table of Contents
+
+ 
+ ATHENA TECHNOLOGY ACQUISITION CORP. II
+INDEX TO FINANCIAL STATEMENTS
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Page
+
+ 
+ 
+
+ 
+ 
+ Report of Independent Registered Public Accounting Firm
+
+ 
+ 
+ 
+ F-2
+
+ 
+ 
+
+ 
+ 
+ Financial Statements:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Balance Sheet as of September 15, 2021
+
+ 
+ 
+ 
+ F-3
+
+ 
+ 
+
+ 
+ 
+ Statement of Operations for the period from May 20, 2021 (inception) through 
+September 15, 2021
+
+ 
+ 
+ 
+ F-4
+
+ 
+ 
+
+ 
+ 
+ Statement of Changes in Stockholder s Equity for the period from May 20, 2021 (inception) through September 15, 2021
+
+ 
+ 
+ 
+ F-5
+
+ 
+ 
+
+ 
+ 
+ Statement of Cash Flows for the period from May 20, 2021 (inception) through 
+September 15, 2021
+
+ 
+ 
+ 
+ F-6
+
+ 
+ 
+
+ 
+ 
+ Notes to Financial Statements
+
+ 
+ 
+ 
+ F-7
+
+ 
+ 
+
+ 
+ 
+
+ F-1
+
+ Table of Contents
+
+ 
+ REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
+
+ To the Stockholder and the Board of Directors of
+Athena Technology Acquisition Corp. II
+
+ Opinion on the Financial Statements
+
+ We have audited the accompanying balance sheet of Athena Technology Acquisition Corp. II (the Company ) as of September 15, 2021, the related statements of operations, changes in stockholder s equity and cash flows for the period from May 20, 2021 (inception) through September 15, 2021, and the related notes (collectively referred to as the financial statements ). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 15, 2021, and the results of its operations and its cash flows for the period from May 20, 2021 (inception) through September 15, 2021, in conformity with accounting principles generally accepted in the United States of America.
+
+ Basis for Opinion
+
+ These financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on the Company s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the PCAOB ) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+
+ We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control over financial reporting. Accordingly, we express no such opinion.
+
+ Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
+
+ /s/ WithumSmith+Brown, PC
+
+ We have served as the Company s auditor since 2021.
+
+ New York, New York
+November 22, 2021
+
+ 
+
+ F-2
+
+ Table of Contents
+
+ 
+ ATHENA TECHNOLOGY ACQUISITION CORP. II
+BALANCE SHEET
+SEPTEMBER 15, 2021
+
+ 
+
+ 
+ 
+
+ ASSETS
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ CURRENT ASSETS
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Prepaid expenses
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 25,000
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Total current assets
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25,000
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ OTHER ASSETS
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Deferred offering costs
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 10,000
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Total other assets
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 10,000
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ TOTAL ASSETS
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 35,000
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ LIABILITIES AND STOCKHOLDER S EQUITY
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ CURRENT LIABILITIES
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Accounts payable and accrued expenses
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 1,160
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Accrued offering costs
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 10,000
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Total liabilities
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 11,160
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ COMMITMENTS AND CONTINGENCIES
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ STOCKHOLDER S EQUITY
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Class A common stock, $0.0001 par value; 300,000,000 shares authorized; none issued or outstanding
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,062,500 shares issued and outstanding(1)(2)
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,006
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Additional paid-in capital
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 23,994
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Accumulated deficit
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (1,160
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ Total Stockholder s Equity
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 23,840
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ TOTAL LIABILITIES AND STOCKHOLDER S EQUITY
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 35,000
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ ____________
+(1) This number includes up to 1,312,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4).
+
+ (2) Shares have been retroactively restated to reflect the recapitalization of the Company in the form of a 1.36672326 for 1 stock split (see Note 4)
+
+ The accompanying notes are an integral part of these financial statements.
+
+ 
+
+ F-3
+
+ Table of Contents
+
+ 
+ ATHENA TECHNOLOGY ACQUISITION CORP. II
+STATEMENT OF OPERATIONS
+FOR THE PERIOD FROM MAY 20, 2021 (INCEPTION) THROUGH SEPTEMBER 15, 2021
+
+ 
+
+ 
+ 
+
+ OPERATING EXPENSES
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ General and administrative
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 1,160
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ NET LOSS
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (1,160
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Basic and diluted weighted average shares common outstanding(1)(2)
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 8,750,000
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Basic and diluted net loss per common share
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (0.00
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ ____________
+(1) This number excludes an aggregate of up to 1,312,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4).
+
+ (2) Shares have been retroactively restated to reflect the recapitalization of the Company in the form of a 1.36672326 for 1 stock split (see Note 4)
+
+ The accompanying notes are an integral part of these financial statements.
+
+ 
+
+ F-4
+
+ Table of Contents
+
+ 
+ ATHENA TECHNOLOGY ACQUISITION CORP. II
+STATEMENT OF CHANGES IN STOCKHOLDER S EQUITY
+FOR THE PERIOD FROM MAY 20, 2021 (INCEPTION) THROUGH SEPTEMBER 15, 2021
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Class B 
+Common Stock
+
+ 
+ 
+ 
+ Additional 
+Paid-in 
+Capital
+
+ 
+ 
+ 
+ Accumulated 
+Deficit
+
+ 
+ 
+ 
+ Total 
+Stockholder s 
+Equity
+
+ 
+ 
+
+ 
+ 
+ Shares(1)
+
+ 
+ 
+ 
+ Amount
+
+ 
+ 
+ 
+
+ 
+ 
+ Balance as of May 20, 2021 (inception)
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Class B common stock issued to Sponsor(1)(2)
+
+ 
+ 
+ 
+ 10,062,500
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,006
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 23,994
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25,000
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net loss
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (1,160
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (1,160
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ Balance as of September 15, 2021
+
+ 
+ 
+ 
+ 10,062,500
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 1,006
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 23,994
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (1,160
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 23,840
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ ____________
+(1) This number includes up to 1,312,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4).
+
+ (2) Shares have been retroactively restated to reflect the recapitalization of the Company in the form of a 1.36672326 for 1 stock split (see Note 4)
+
+ The accompanying notes are an integral part of these financial statements.
+
+ 
+
+ F-5
+
+ Table of Contents
+
+ 
+ ATHENA TECHNOLOGY ACQUISITION CORP. II
+STATEMENT OF CASH FLOWS
+FOR THE PERIOD FROM MAY 20, 2021 (INCEPTION) THROUGH SEPTEMBER 15, 2021
+
+ 
+
+ 
+ 
+
+ CASH FLOWS FROM OPERATING ACTIVITIES
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net loss
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (1,160
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ Adjustments to reconcile net loss to net cash used in operating activities:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Accounts payable and accrued expenses
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,160
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net cash used in operating activities
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ NET CHANGE IN CASH
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ CASH, BEGINNING OF THE PERIOD
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ CASH, END OF THE PERIOD
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Supplemental disclosure of cash flow information:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Prepaid expenses paid by Sponsor in exchange for issuance of Class B common stock
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 25,000
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Deferred offering costs included in accrued offering costs
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 10,000
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ The accompanying notes are an integral part of these financial statements.
+
+ 
+
+ F-6
+
+ Table of Contents
+
+ 
+ ATHENA TECHNOLOGY ACQUISITION CORP. II
+NOTES TO FINANCIAL STATEMENTS
+SEPTEMBER 15, 2021
+
+ Note 1 Description of Organization and Business Operations
+
+ Athena Technology Acquisition Corp. II (the Company ) was incorporated in Delaware on May 20, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the Business Combination ). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on a target in an industry where the Company believes the expertise of the management team and Advisors will provide the Company with a competitive advantage. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
+
+ As of September 15, 2021, the Company had not commenced any operations. All activity for the period from May 20, 2021 (inception) through September 15, 2021, relates to the Company s formation and the proposed initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Proposed Public Offering, as defined below. The Company has selected December 31 as its fiscal year end.
+
+ The Company s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering (the Proposed Public Offering ) of 25,000,000 units (each, a Unit and collectively, the Units ) at $10.00 per Unit (or 28,750,000 units if the underwriters over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 950,000 units for an aggregate of $9,500,000 (or 987,500 units for an aggregate of $9,875,000 if the underwriters over-allotment option is exercised in full), (the Private Placement Units ) at a price of $10.00 per Private Placement Unit in a private placement to Athena Technology Sponsor II, LLC (the Sponsor ), that will close simultaneously with the Proposed Public Offering.
+
+ The Company s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of Private Placement units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully.
+
+ The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.10 per Unit sold in the Proposed Public Offering will be held in a trust account ( Trust Account ) and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) 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 distribution of the Trust Account as described below.
+
+ The Company will provide its holders of the outstanding its Class A common stock, par value $0.0001 ( Class A common stock ), sold in the Proposed Public Offering (the public stockholders ) with the opportunity to redeem all or a portion of their Public Share upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as 
+
+ 
+
+ F-7
+
+ Table of Contents
+
+ 
+ ATHENA TECHNOLOGY ACQUISITION CORP. II
+NOTES TO FINANCIAL STATEMENTS
+SEPTEMBER 15, 2021
+
+ to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares (as defined below in Note 3) for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering in accordance with the Financial Accounting Standards Board s ( FASB ) Accounting Standards Codification ( ASC ) Topic 480 Distinguishing Liabilities from Equity. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the Amended and Restated Certificate of Incorporation ), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission ( SEC ) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Proposed Public Offering in favor of a Business Combination.
+
+ Subsequent to the consummation of the Proposed Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company s legal counsel prior to execution. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.
+
+ Notwithstanding the foregoing, the Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act )), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Proposed Public Offering, without the prior consent of the Company.
+
+ The Company s Sponsor, officers and directors (the initial stockholders ) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment.
+
+ If the Company is unable to complete a Business Combination within 18 months from the closing of the Proposed Public Offering (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 us to pay the Company s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject 
+
+ 
+
+ F-8
+
+ Table of Contents
+
+ 
+ ATHENA TECHNOLOGY ACQUISITION CORP. II
+NOTES TO FINANCIAL STATEMENTS
+SEPTEMBER 15, 2021
+
+ to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company s remaining stockholders and the Company s board of directors, dissolve and liquidate, subject in each case to the Company s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
+
+ The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders should acquire Public Shares in or after the Proposed Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share initially held in the Trust Account. 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 vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company s indemnity of the underwriters of the Proposed 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, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
+
+ Note 2

parsed_sections/legal_matters/2021/ATHA_leonabio_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the shares of the common stock offered hereby will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Seattle, Washington. Cooley, LLP, Seattle Washington, is acting as counsel for the underwriters. Investment funds associated with Wilson Sonsini Goodrich & Rosati, Professional Corporation, hold shares of our common stock and preferred stock convertible into our common stock representing an aggregate of 13,706 shares of our common stock, which is less than 1% of our outstanding shares of common stock.

parsed_sections/legal_matters/2021/AURA_aura_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the shares of common stock offered by this prospectus will be passed upon for us by Goodwin Procter LLP, Boston, Massachusetts. The underwriters are being represented by Cooley LLP, Boston, Massachusetts.

parsed_sections/legal_matters/2021/AUROW_aurora_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the Securities offered hereby has been passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, New York, New York, which has acted as our counsel in connection with this offering. Certain members of, and investment partnerships comprised of members of, and persons associated with, Wilson Sonsini Goodrich & Rosati, Professional Corporation, directly or indirectly own less than 1% of the outstanding shares of our common stock.

parsed_sections/legal_matters/2021/AVAH_aveanna_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Greenberg Traurig, P.A., Kirkland & Ellis LLP and Dechert LLP have acted as counsel for us, and certain legal matters with regard to the validity of the shares of common stock offered hereby will be passed upon for us by Greenberg Traurig, P.A. Davis Polk & Wardwell LLP has acted as counsel for the underwriters in connection with certain legal matters related to this offering.

parsed_sections/legal_matters/2021/AVPT_avepoint_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the securities offered hereby will be passed upon for us by Cooley LLP, Palo Alto, CA.

parsed_sections/legal_matters/2021/BASA_basanite_legal_matters.txt

@@ -0,0 +1,2959 @@
+LEGAL MATTERS
+
+ 
+
+Certain
+legal matters with respect to the shares of common stock offered hereby will be passed upon by Saltzman Mugan Dushoff, LLC.
+
+ 
+
+EXPERTS
+
+ 
+
+The
+consolidated financial statements of Basanite, Inc. as of December 31, 2020 and 2019, and for each of the years in the two-year period
+ended December 31, 2020, included in our Annual Report on Form 10K, have been incorporated by reference herein in reliance upon the report
+of Cherry Bekaert LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said
+firm as experts in accounting in auditing.
+
+ 
+
+WHERE YOU CAN
+FIND MORE INFORMATION
+
+ 
+
+We
+have filed a registration statement on Form S-1 with the SEC with respect to our common stock offered by this prospectus. This prospectus
+does not contain all of the information set forth in the registration statement. You should refer to the registration statement and its
+exhibits for additional information. Whenever we make references in this prospectus to any of our contracts, agreements or other documents,
+the references are not necessarily complete, and you should refer to the exhibits attached to the registration statement for the copies
+of the actual contract, agreement or other document.
+
+ 
+
+Our
+fiscal year ends on December 31. We are a reporting company and file annual, quarterly, and current reports, and other information
+with the SEC. Our SEC filings are available to the public on the SEC s Internet site at http://www.sec.gov. We maintain a website
+at www.basaniteindustries.com. Information contained in or accessible through our website is not and should not be considered a
+part of this prospectus and you should not rely on that information in deciding whether to invest in our common stock.
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 61 
+
+ 
+
+ 
+
+ 
+
+INDEX TO FINANCIAL
+STATEMENTS
+
+ 
+
+CONSOLIDATED FINANCIAL STATEMENTS
+
+ 
+
+ 
+ 
+ 
+ Page
+
+ 
+ 
+ 
+ 
+
+ 
+ Report of Independent Registered Public Accounting Firm 
+ 
+ F-2
+
+ 
+ 
+ 
+ 
+
+ 
+ Consolidated Balance Sheets
+ 
+ F-4
+
+ 
+ 
+ 
+ 
+
+ 
+ Consolidated Statements of Operations
+ 
+ F-5
+
+ 
+ 
+ 
+ 
+
+ 
+ Consolidated Statements of Stockholders Deficit
+ 
+ F-6
+
+ 
+ 
+ 
+ 
+
+ 
+ Consolidated Statements of Cash Flows
+ 
+ F-7
+
+ 
+ 
+ 
+ 
+
+ 
+ Notes to Consolidated Financial Statements
+ 
+ F-9
+
+ 
+
+CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+
+ 
+
+ 
+ 
+ 
+ Page
+
+ 
+ 
+ 
+ 
+
+ 
+ Condensed Consolidated Balance Sheets as of September 30, 2021 (Unaudited) and December
+ 31, 2020
+ 
+ F-28
+
+ 
+ 
+ 
+ 
+
+ 
+ Condensed Consolidated Statements of Operations (Unaudited) for the Three and Nine Months
+ ended September 30, 2021 and 2020
+ 
+ F-29
+
+ 
+ 
+ 
+ 
+
+ 
+ Condensed Consolidated Statements of Stockholder s Deficit (Unaudited) for Nine Months
+ ended September 30, 2021 and 2020
+ 
+ F-30
+
+ 
+ 
+ 
+ 
+
+ 
+ Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September
+ 30, 2021 and 2020
+ 
+ F-32
+
+ 
+ 
+ 
+ 
+
+ 
+ Notes to Condensed Consolidated Financial Statements (Unaudited)
+ 
+ F-33
+
+ 
+ 
+ 
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ F-1 
+
+ 
+
+ 
+
+REPORT OF INDEPENDENT
+REGISTERED PUBLIC ACCOUNTING FIRM 
+
+ 
+
+ 
+
+To the Board of Directors and Stockholders
+
+Basanite, Inc.
+
+ 
+
+ 
+
+Opinion on the Financial Statements
+
+We have audited the accompanying consolidated
+balance sheets of Basanite, Inc. (the Company ) as of December 31, 2020 and 2019, and the consolidated statements of operations,
+stockholders deficit, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes
+(collectively referred to as the consolidated financial statements ). In our opinion, the consolidated financial statements
+present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its
+operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting
+principles generally accepted in the United States of America.
+
+ 
+
+Explanatory Paragraph Going Concern
+
+The accompanying consolidated financial statements
+have been prepared assuming the Company will continue as a going concern. As more fully discussed in Note 1 to the consolidated financial
+statements, the Company s significant operating losses and need to raise additional funds to meet its obligations and sustain its
+operations raise substantial doubt about its ability to continue as a going concern. Management s evaluation of the events and conditions
+and management s plans regarding those matters are also described in Note 1. The consolidated financial statements do not include
+any adjustments that might result from the outcome of this uncertainty.
+
+ 
+
+Basis for Opinion
+
+These consolidated financial statements are the
+responsibility of the Company s management. Our responsibility is to express an opinion on the Company s consolidated financial
+statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
+States) ( PCAOB ) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
+laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+
+ 
+
+We conducted our audits in accordance with the
+standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
+statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
+to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
+of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company s
+internal control over financial reporting. Accordingly, we express no such opinion.
+
+ 
+
+Our audits included performing procedures to assess
+the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
+that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
+consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
+management, as well as evaluating the overall presentation of the consolidated financial statements. We believe our audits provide a reasonable
+basis for our opinion.
+
+ 
+
+Critical Audit Matters
+
+The critical audit matters communicated below
+are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated
+to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements
+and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
+in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
+matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+
+ 
+
+ F-2 
+
+ 
+
+ 
+
+Debt and Equity Instruments
+
+As disclosed in Notes 5, 6, 7, 8, and 10 to the
+consolidated financial statements, the Company has entered into convertible and nonconvertible note agreements containing attached warrants
+with individuals including related parties. The accounting for the transactions were complex, as it required assessment as to whether
+features, other than the conversion feature, required bifurcation and separate valuation. Additionally, the transactions were complex
+as they required valuation of the conversion feature in the debt instrument, which involved estimation of the fair value of the debt instrument
+absent of any conversion feature, and evaluation of the appropriate classification of the conversion feature in the financial statements.
+
+ 
+
+Our audit procedures included the following:
+
+ 
+
+ We obtained an understanding of the internal controls and processes in place over management s process
+for recording debt and equity transactions.
+
+ We obtained and read the underlying convertible notes agreements.
+
+ We confirmed related party notes payable balances and terms with respective note holders.
+
+ We verified proper approval of equity transactions by the Board of Directors.
+
+ We evaluated the Company s selection of the valuation methodology and significant assumptions used
+by the Company, and evaluated the completeness and accuracy of the underlying data supporting the significant assumptions. Specifically,
+when assessing the key assumptions, we evaluated the appropriateness of the Company s estimates of its credit risk, volatility, dividend
+yield, and the market risk free rate.
+
+ We tested management s application of the relevant accounting guidance.
+
+ 
+
+ 
+
+ 
+
+ 
+ /s/ Cherry Bekaert LLP
+
+ 
+ 
+ 
+
+ 
+ We have served as the Company s auditor since 2019.
+
+ 
+ 
+ 
+
+ 
+ Fort Lauderdale, Florida
+
+ 
+ March 31, 2021
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ F-3 
+
+ 
+
+ 
+
+BASANITE, INC. AND
+SUBSIDIARIES
+
+CONSOLIDATED BALANCE SHEETS
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ December 31, 2020
+ 
+ 
+ December 31, 2019
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ ASSETS
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ CURRENT ASSETS
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Cash
+ 
+ $
+ 259,505
+ 
+ 
+ $
+ 129,152
+ 
+
+ 
+ Accounts receivable, net
+ 
+ 
+ 1,907
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Inventory
+ 
+ 
+ 446,575
+ 
+ 
+ 
+ 159,472
+ 
+
+ 
+ Prepaid expenses
+ 
+ 
+ 40,283
+ 
+ 
+ 
+ 26,640
+ 
+
+ 
+ Deposits and other current assets
+ 
+ 
+ 75,995
+ 
+ 
+ 
+ 145,671
+ 
+
+ 
+ TOTAL CURRENT ASSETS
+ 
+ 
+ 824,265
+ 
+ 
+ 
+ 460,935
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Lease right-of-use asset
+ 
+ 
+ 1,004,167
+ 
+ 
+ 
+ 1,222,853
+ 
+
+ 
+ Fixed assets, net
+ 
+ 
+ 1,020,035
+ 
+ 
+ 
+ 771,996
+ 
+
+ 
+ Other assets
+ 
+ 
+ 
+ 
+ 
+ 
+ 5,380
+ 
+
+ 
+ TOTAL LONG TERM ASSETS
+ 
+ 
+ 2,024,202
+ 
+ 
+ 
+ 2,000,229
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ TOTAL ASSETS
+ 
+ $
+ 2,848,467
+ 
+ 
+ $
+ 2,461,164
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ LIABILITIES AND STOCKHOLDERS' DEFICIT
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ CURRENT LIABILITIES
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Accounts payable
+ 
+ $
+ 249,353
+ 
+ 
+ $
+ 218,082
+ 
+
+ 
+ Accrued expenses
+ 
+ 
+ 197,350
+ 
+ 
+ 
+ 489,179
+ 
+
+ 
+ Accrued legal liabilities
+ 
+ 
+ 809,127
+ 
+ 
+ 
+ 790,606
+ 
+
+ 
+ Notes payable
+ 
+ 
+ 128,021
+ 
+ 
+ 
+ 219,617
+ 
+
+ 
+ Notes payable - convertible, net
+ 
+ 
+ 10,000
+ 
+ 
+ 
+ 453,991
+ 
+
+ 
+ Notes payable - convertible - related party, net
+ 
+ 
+ 1,025,000
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Subscription liability
+ 
+ 
+ 40,000
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Lease liability - current portion
+ 
+ 
+ 267,289
+ 
+ 
+ 
+ 221,997
+ 
+
+ 
+ TOTAL CURRENT LIABILITIES
+ 
+ 
+ 2,726,140
+ 
+ 
+ 
+ 2,393,472
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Lease liability - net of current portion
+ 
+ 
+ 826,388
+ 
+ 
+ 
+ 1,094,970
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ TOTAL LIABILITIES
+ 
+ 
+ 3,552,528
+ 
+ 
+ 
+ 3,488,442
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ STOCKHOLDERS DEFICIT
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding, respectively
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Common stock, $0.001 par value, 1,000,000,000 shares authorized, 224,836,785 and 200,735,730 shares issued and outstanding, respectively
+ 
+ 
+ 224,838
+ 
+ 
+ 
+ 200,736
+ 
+
+ 
+ Additional paid-in capital
+ 
+ 
+ 28,714,488
+ 
+ 
+ 
+ 24,216,042
+ 
+
+ 
+ Accumulated deficit
+ 
+ 
+ (29,643,387
+ )
+ 
+ 
+ (25,444,056
+ )
+
+ 
+ TOTAL STOCKHOLDERS' DEFICIT
+ 
+ 
+ (704,061
+ )
+ 
+ 
+ (1,027,278
+ )
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
+ 
+ $
+ 2,848,467
+ 
+ 
+ $
+ 2,461,164
+ 
+
+ 
+ 
+
+The accompanying notes are an integral part of
+the consolidated financial statements.
+
+ 
+
+ F-4 
+
+ 
+
+ 
+
+BASANITE, INC. AND
+SUBSIDIARIES
+
+CONSOLIDATED STATEMENTS OF OPERATIONS
+
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ For the year ended
+ 
+
+ 
+ 
+ 
+ December 31,
+ 
+
+ 
+ 
+ 
+ 2020
+ 
+ 
+ 2019
+ 
+
+ 
+ Revenue
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Products sales - rebar
+ 
+ $
+ 7,161
+ 
+ 
+ $
+ 3,892
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Total cost of goods sold
+ 
+ 
+ 4,487
+ 
+ 
+ 
+ 105,010
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Gross profit (loss)
+ 
+ 
+ 2,674
+ 
+ 
+ 
+ (101,118
+ )
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ OPERATING EXPENSES
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Professional fees
+ 
+ 
+ 438,749
+ 
+ 
+ 
+ 341,906
+ 
+
+ 
+ Payroll, taxes and benefits
+ 
+ 
+ 837,348
+ 
+ 
+ 
+ 865,828
+ 
+
+ 
+ Consulting fees
+ 
+ 
+ 270,525
+ 
+ 
+ 
+ 219,326
+ 
+
+ 
+ General and administrative
+ 
+ 
+ 1,408,948
+ 
+ 
+ 
+ 2,483,226
+ 
+
+ 
+ Loss on inventory obsolescence
+ 
+ 
+ 33,062
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Total operating expenses
+ 
+ 
+ 2,988,632
+ 
+ 
+ 
+ 3,910,286
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ NET LOSS FROM OPERATIONS
+ 
+ 
+ (2,985,958
+ )
+ 
+ 
+ (4,011,404
+ )
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ OTHER (EXPENSE) INCOME
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Gain on sale of asset
+ 
+ 
+ 40,838
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Loss on extinguishment of debt
+ 
+ 
+ (56,948
+ )
+ 
+ 
+ 
+ 
+
+ 
+ Miscellaneous income
+ 
+ 
+ 70,817
+ 
+ 
+ 
+ 4,469
+ 
+
+ 
+ Gain on settlement of payables
+ 
+ 
+ 293,678
+ 
+ 
+ 
+ 201,617
+ 
+
+ 
+ Impairment of fixed assets
+ 
+ 
+ 
+ 
+ 
+ 
+ (1,478
+ )
+
+ 
+ Interest expense
+ 
+ 
+ (898,257
+ )
+ 
+ 
+ (113,076
+ )
+
+ 
+ Total other (expense) income
+ 
+ 
+ (549,872
+ )
+ 
+ 
+ 91,532
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ NET LOSS FROM OPERATIONS
+ 
+ 
+ (3,535,830
+ )
+ 
+ 
+ (3,919,872
+ )
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Deemed dividends
+ 
+ 
+ (663,501
+ )
+ 
+ 
+ (388,932
+ )
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ NET LOSS
+ 
+ $
+ (4,199,331
+ )
+ 
+ $
+ (4,308,804
+ )
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Net loss per share - basic and diluted
+ 
+ $
+ (0.017
+ )
+ 
+ $
+ (0.021
+ )
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Weighted average number of shares outstanding - basic and diluted
+ 
+ 
+ 209,163,821
+ 
+ 
+ 
+ 186,607,492
+ 
+
+ 
+ 
+
+The accompanying notes are an integral part of
+the consolidated financial statements.
+
+ 
+
+ 
+
+ F-5 
+
+ 
+
+ 
+
+BASANITE, INC. AND
+SUBSIDIARIES
+
+CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
+
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ Additional
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ Non-
+ 
+ 
+ 
+ Total
+
+ Stockholders'
+
+ 
+
+ 
+ 
+ 
+ Preferred Stock
+ 
+ 
+ Common Stock
+ 
+ 
+ Paid-in
+ 
+ 
+ Accumulated
+ 
+ 
+ Subscription
+ 
+ 
+ controlling
+ 
+ 
+ Equity
+ 
+
+ 
+ 
+ 
+ Shares
+ 
+ 
+ Par Value
+ 
+ 
+ Shares
+ 
+ 
+ Par Value
+ 
+ 
+ Capital
+ 
+ 
+ Deficit
+ 
+ 
+ Receivable
+ 
+ 
+ Interest
+ 
+ 
+ (Deficit)
+ 
+
+ 
+ Balance December 31, 2018
+ 
+ 
+ 
+ 
+ 
+ $
+ 
+ 
+ 
+ 
+ 154,202,008
+ 
+ 
+ $
+ 154,202
+ 
+ 
+ $
+ 18,718,283
+ 
+ 
+ $
+ (21,135,252
+ )
+ 
+ $
+ 
+ 
+ 
+ $
+ 225,015
+ 
+ 
+ $
+ (2,037,752
+ )
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Stock-based compensation
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 1,701,316
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 1,701,316
+ 
+
+ 
+ Shares issued to convert notes payable
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 2,139,437
+ 
+ 
+ 
+ 2,139
+ 
+ 
+ 
+ 528,961
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 531,100
+ 
+
+ 
+ Stock issued for cash
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 21,323,570
+ 
+ 
+ 
+ 21,324
+ 
+ 
+ 
+ 1,248,756
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 1,270,080
+ 
+
+ 
+ Stock issued to purchase non-controlling interest in Basalt America Territory #1
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 2,010,000
+ 
+ 
+ 
+ 2,010
+ 
+ 
+ 
+ 223,005
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ (225,015
+ )
+ 
+ 
+ 
+ 
+
+ 
+ Warrants exercised for cash
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 19,710,715
+ 
+ 
+ 
+ 19,711
+ 
+ 
+ 
+ 1,268,889
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 1,288,600
+ 
+
+ 
+ Deemed dividend on common stock
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 388,932
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 388,932
+ 
+
+ 
+ Shares issued as loan commitment fee
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 1,350,000
+ 
+ 
+ 
+ 1,350
+ 
+ 
+ 
+ 137,900
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 139,250
+ 
+
+ 
+ Net loss
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ (4,308,804
+ )
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ (4,308,804
+ )
+
+ 
+ Balance December 31, 2019
+ 
+ 
+ 
+ 
+ 
+ $
+ 
+ 
+ 
+ 
+ 200,735,730
+ 
+ 
+ $
+ 200,736
+ 
+ 
+ $
+ 24,216,042
+ 
+ 
+ $
+ (25,444,056
+ )
+ 
+ $
+ 
+ 
+ 
+ $
+ 
+ 
+ 
+ $
+ (1,027,278
+ )
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Convertible debt and debt discount
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 9,305,426
+ 
+ 
+ 
+ 9,306
+ 
+ 
+ 
+ 2,008,673
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 2,017,979
+ 
+
+ 
+ Stock issued for compensation
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 600,000
+ 
+ 
+ 
+ 600
+ 
+ 
+ 
+ 173,400
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 174,000
+ 
+
+ 
+ Stock issued for cash
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 8,385,289
+ 
+ 
+ 
+ 8,386
+ 
+ 
+ 
+ 1,134,606
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 1,142,992
+ 
+
+ 
+ Warrants exercised for cash
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 7,110,340
+ 
+ 
+ 
+ 7,110
+ 
+ 
+ 
+ 646,966
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 654,076
+ 
+
+ 
+ Deemed dividend on common stock
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 663,501
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 663,501
+ 
+
+ 
+ Return of shares issued with loan commitment fee
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ (1,300,000
+ )
+ 
+ 
+ (1,300
+ )
+ 
+ 
+ (128,700
+ )
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ (130,000
+ )
+
+ 
+ Net loss
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ (4,199,331
+ )
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ (4,199,331
+ )
+
+ 
+ Balance December 31, 2020
+ 
+ 
+ 
+ 
+ 
+ $
+ 
+ 
+ 
+ 
+ 224,836,785
+ 
+ 
+ $
+ 224,838
+ 
+ 
+ $
+ 28,714,488
+ 
+ 
+ $
+ (29,643,387
+ )
+ 
+ $
+ 
+ 
+ 
+ $
+ 
+ 
+ 
+ $
+ (704,061
+ )
+
+ 
+ 
+
+The accompanying notes are an integral part of
+the consolidated financial statements.
+
+ 
+
+ 
+
+ F-6 
+
+ 
+
+ 
+
+BASANITE, INC. AND
+SUBSIDIARIES
+
+CONSOLIDATED STATEMENTS OF CASH FLOWS
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ For the year ended
+ 
+
+ 
+ 
+ 
+ December 31,
+ 
+
+ 
+ 
+ 
+ 2020
+ 
+ 
+ 2019
+ 
+
+ 
+ CASH FLOWS FROM OPERATING ACTIVITIES:
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Net loss
+ 
+ $
+ (4,199,331
+ )
+ 
+ $
+ (4,308,804
+ )
+
+ 
+ Adjustments to reconcile net loss to net cash used in operating activities:
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Lease right-of-use asset amortization
+ 
+ 
+ 218,686
+ 
+ 
+ 
+ 175,920
+ 
+
+ 
+ Depreciation
+ 
+ 
+ 117,340
+ 
+ 
+ 
+ 17,143
+ 
+
+ 
+ Amortization of debt discount
+ 
+ 
+ 707,533
+ 
+ 
+ 
+ (22,533
+ )
+
+ 
+ Gain on extinguishment of debt
+ 
+ 
+ 56,948
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Loss on sale of asset
+ 
+ 
+ (40,838
+ )
+ 
+ 
+ 
+ 
+
+ 
+ Impairment of fixed assets
+ 
+ 
+ 
+ 
+ 
+ 
+ 1,478
+ 
+
+ 
+ Loss on inventory obsolescence
+ 
+ 
+ 33,062
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Non-cash interest charges
+ 
+ 
+ 
+ 
+ 
+ 
+ (81,806
+ )
+
+ 
+ Non-cash loan commitment fee
+ 
+ 
+ 
+ 
+ 
+ 
+ 9,250
+ 
+
+ 
+ Deemed dividend
+ 
+ 
+ 663,501
+ 
+ 
+ 
+ 388,932
+ 
+
+ 
+ Stock-based compensation
+ 
+ 
+ 165,590
+ 
+ 
+ 
+ 1,701,316
+ 
+
+ 
+ Changes in operating assets and liabilities:
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Prepaid expenses
+ 
+ 
+ (5,233
+ )
+ 
+ 
+ 56,537
+ 
+
+ 
+ Inventory
+ 
+ 
+ (320,165
+ )
+ 
+ 
+ (102,886
+ )
+
+ 
+ Accounts receivable
+ 
+ 
+ (1,907
+ )
+ 
+ 
+ 883
+ 
+
+ 
+ Subscription liability
+ 
+ 
+ 40,000
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Lease liability
+ 
+ 
+ (223,290
+ )
+ 
+ 
+ 
+ 
+
+ 
+ Deposits and other current assets
+ 
+ 
+ 49,263
+ 
+ 
+ 
+ (127,051
+ )
+
+ 
+ Accounts payable and accrued expenses
+ 
+ 
+ (60,658
+ )
+ 
+ 
+ 32,084
+ 
+
+ 
+ Net cash used in operating activities
+ 
+ 
+ (2,799,499
+ )
+ 
+ 
+ (2,259,537
+ )
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ CASH FLOWS FROM INVESTING ACTIVITIES:
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Purchase of equipment
+ 
+ 
+ (339,586
+ )
+ 
+ 
+ (766,918
+ )
+
+ 
+ Deposits on machinery and equipment
+ 
+ 
+ 
+ 
+ 
+ 
+ 200,000
+ 
+
+ 
+ Net cash used in investing activities
+ 
+ 
+ (339,586
+ )
+ 
+ 
+ (566,918
+ )
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ CASH FLOWS FROM FINANCING ACTIVITIES:
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Proceeds from sale of common stock and exercise of warrants
+ 
+ 
+ 1,797,068
+ 
+ 
+ 
+ 2,392,828
+ 
+
+ 
+ Repayment of convertible notes payable and convertible notes payable related party
+ 
+ 
+ (348,000
+ )
+ 
+ 
+ (104,704
+ )
+
+ 
+ Proceeds from notes payable and notes payable related party
+ 
+ 
+ 266,727
+ 
+ 
+ 
+ 234,760
+ 
+
+ 
+ Proceeds from convertible notes payable and convertible notes payable related party
+ 
+ 
+ 1,620,000
+ 
+ 
+ 
+ 408,000
+ 
+
+ 
+ Repayment of notes payable and notes payable related party
+ 
+ 
+ (66,357
+ )
+ 
+ 
+ (97,108
+ )
+
+ 
+ Net cash provided by financing activities
+ 
+ 
+ 3,269,438
+ 
+ 
+ 
+ 2,833,776
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ NET INCREASE IN CASH
+ 
+ 
+ 130,353
+ 
+ 
+ 
+ 7,321
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
+ 
+ 
+ 129,152
+ 
+ 
+ 
+ 121,831
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ CASH AND CASH EQUIVALENTS AT END OF PERIOD
+ 
+ $
+ 259,505
+ 
+ 
+ $
+ 129,152
+ 
+
+ 
+ 
+
+ 
+
+ 
+
+The accompanying notes are an integral part of
+the consolidated financial statements.
+
+ F-7 
+
+ 
+
+ 
+
+BASANITE, INC. AND
+SUBSIDIARIES
+
+CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
+
+ 
+ 
+ 
+ For the year ended
+ 
+
+ 
+ 
+ 
+ December 31,
+ 
+
+ 
+ 
+ 
+ 2020
+ 
+ 
+ 2019
+ 
+
+ 
+ Supplemental cash flow information:
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Cash paid for interest expense
+ 
+ $
+ 35,723
+ 
+ 
+ $
+ 31,237
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Supplemental disclosure of non cash investing and financing activities:
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Return of loan commitment shares
+ 
+ $
+ (130,000
+ )
+ 
+ $
+ 
+ 
+
+ 
+ Common shares issued for loan commitment fees
+ 
+ $
+ 
+ 
+ 
+ $
+ 137,900
+ 
+
+ 
+ Conversion of notes payable into common stock
+ 
+ $
+ 150,000
+ 
+ 
+ $
+ 531,101
+ 
+
+ 
+ Recording of debt discount on convertible notes
+ 
+ $
+ 685,000
+ 
+ 
+ $
+ 
+ 
+
+ 
+ Conversion of convertible notes payable into common stock
+ 
+ $
+ 1,182,979
+ 
+ 
+ $
+ 
+ 
+
+ 
+ Common shares issued to acquire interest in joint venture
+ 
+ $
+ 
+ 
+ 
+ $
+ 502,500
+ 
+
+ 
+ Exchange of notes payable and related interest for common stock
+ 
+ $
+ 
+ 
+ 
+ $
+ 165,852
+ 
+
+ 
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+The accompanying notes are an integral part of
+the consolidated financial statements.
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ F-8 
+
+ 
+
+ 
+
+BASANITE, INC. AND
+SUBSIDIARIES
+
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+
+FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
+
+ 
+
+NOTE 1 ORGANIZATION, NATURE OF

parsed_sections/legal_matters/2021/BCAB_bioatla_legal_matters.txt

@@ -0,0 +1 @@
+Table of Contents (3) Consists of: (i) 1,309,026 shares of common stock held by A. M. Pappas Life Science Ventures V, LP; and (ii) 106,115 shares of common stock held by PV V CEO Fund, LP. A. M. Pappas Life Science Ventures V, LP and PV V CEO Fund, LP are managed by AMP&A Management V, LLC, the general partner of A. M. Pappas Life Science Ventures V, LP and PV V CEO Fund, LP. Arthur M. Pappas has voting or investment control over the shares held by A. M. Pappas Life Science Ventures V, LP and PV V CEO Fund, LP. The address of the foregoing entities is c/o Pappas Capital, LLC, 2520 Meridian Parkway, Suite 400, Durham, NC 27519. (4) The board of directors of HBM Healthcare Investments (Cayman) Ltd. is comprised of Jean-Marc Lesieur, Richard Coles, Sophia Harris, Dr. Andreas Wicki, Paul Woodhouse and Mark Kronenfeld, none of whom has individual voting or investment power with respect to such shares, and each disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. The address of the foregoing entity is Governors Square, Suite #4-212-2, 23 Lime Tree Bay Avenue, West Bay, Grand Cayman, Cayman Islands. (5) Consists of: (i) 513,998 shares of common stock held by Biomedical Value Fund, LP.; and (ii) 330,004 shares of common stock held by Biomedical Offshore Value Fund, Ltd. Biomedical Value Fund, LP and Biomedical Offshore Value Fund, Ltd. are each managed by Great Point Partners, LLC. Jeffrey R. Jay and Tavi Yehudai have voting or investment control over the shares held by Biomedical Value Fund, LP and Biomedical Offshore Value Fund, Ltd. The address of the foregoing entities is c/o Great Point Partners, LLC, 165 Mason Street, 3rd Floor, Greenwich, CT 06830. (6) Consists of: (i) 174,731 shares of common stock held by Ikarian Healthcare Master Fund, LP; (ii) 15,361 shares of common stock held by Boothbay Absolute Return Strategies, LP; and (iii) 10,052 shares of common stock held by Boothbay Diversified Alpha Master Fund LP. Ikarian Healthcare Master Fund, LP is managed by Ikarian Capital LLC. Boothbay Absolute Return Strategies, LP and Boothbay Diversified Alpha Master Fund LP are managed by Boothbay Fund Management LLC. Vikram Khanna has voting or investment control over the shares held by Ikarian Healthcare Master Fund, LP, Boothbay Absolute Return Strategies, LP and Boothbay Diversified Alpha Master Fund LP. The address of the foregoing entities is 100 Crescent Court, Suite 1620, Dallas, TX 75201. (7) Consists of 464,300 shares of common stock held by Deerfield Partners, L.P. Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. Deerfield Management Company, L.P. is the investment manager of Deerfield Partners, L.P. Mr. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt L.P. and Deerfield Management Company L.P. Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and Mr. James E. Flynn may be deemed to beneficially own the securities held by Deerfield Partners, L.P. The address of Deerfield Partners, L.P. is c/o Deerfield Management Company, L.P., 345 Park Avenue South, 12th Floor, New York, NY 10010. (8) Consists of: (i) 92,149 shares of common stock held by Sphera Biotech Master Fund LP; and (ii) 122,151 shares of common stock held by Sphera Global Healthcare Master Fund. Sphera Biotech Master Fund LP and Sphera Global Healthcare Master Fund are managed by Sphera Healthcare US Inc. Michelle Ross, as portfolio manager, has voting or investment control over the shares held by Sphera Biotech Master Fund LP and Sphera Global Healthcare Master Fund. The address of the foregoing entities is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. (9) Consists of: (i) 43,255 shares of common stock held by BEMAP Master Fund Ltd; (ii) 38,181 shares of common stock held by Monashee Solitario Fund LP; (iii) 24,888 shares of common stock held by Monashee Pure Alpha SPV I LP; (iv) 7,193 shares of common stock held by SFL SPV I LLC; (v) 5,618 shares of common stock held by Bespoke Alpha MAC MIM LP; (vi) 8,651 shares of common stock held by Monashee Managed Account SP; (vii) 5,541 shares of common stock held by Mission Pure Alpha LP; and (viii) 45,273 shares of common stock held by DS Liquid Div RVA MON LLC. The above entities are managed by Monashee Investment Management LLC. Jeff Muller has voting or investment control over the shares held by the above entities. The address for the foregoing entities is c/o Monashee Investment Management LLC, 75 Park Plaza, 2nd Floor, Boston, MA 02116. (10) Hudson Bay Master Fund Ltd. is managed by Hudson Bay Capital Management LP, its investment manager. Hudson Bay Capital Management LP has voting and investment power over the shares held by Hudson Bay Master Fund Ltd. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the - 18 - Table of Contents general partner of Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over the shares held by Hudson Bay Master Fund Ltd. The address of the foregoing entity is c/o Hudson Bay Capital Management LP, 28 Havemeyer Place, 2nd Floor, Greenwich, CT 06830. - 19 - Table of Contents PLAN OF DISTRIBUTION The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of our common stock or interests in shares of our common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of our common stock or interests in shares of our common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein: ordinary brokerage transactions and transactions in which the broker-dealer solicit purchasers; block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; purchases by a broker-dealer as principal and resale by the broker-dealer for its account; an exchange distribution in accordance with the rules of the applicable exchange; privately negotiated transactions; short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC; through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; a combination of any such methods of sale; and any other method permitted by applicable law. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of our common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of our common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of our common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of our common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). - 20 - Table of Contents The aggregate proceeds to the selling stockholders from the sale of our common stock offered by them will be the purchase price of our common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of our common stock to be made directly or through agents. We will not receive any of the proceeds from this offering. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule. The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of our common stock or interests therein may be underwriters within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are underwriters within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus. Selling stockholders may sell the shares of common stock in compliance with the provisions of Rule 144 under the Securities Act, if available, or pursuant to other available exemptions from the registration requirements of the Securities Act. In order to comply with the securities laws of some states, if applicable, our common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states our common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with. We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. The foregoing may affect the marketability of the common stock. In addition, to the extent applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act. We shall use reasonable efforts to keep the registration statement of which this prospectus constitutes a part effective at all times until (1) the shares may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 under the Securities Act, or (2) September 30, 2024, whichever is the earliest to occur. LEGAL MATTERS The validity of the shares of our common stock offered hereby is being passed upon for us by Orrick, Herrington & Sutcliffe LLP, San Francisco, California.

parsed_sections/legal_matters/2021/BCRD_blueone_legal_matters.txt

@@ -0,0 +1,210 @@
+LEGAL
+MATTERS
+
+ 
+
+The
+validity of the shares of common stock offered under this prospectus is being passed upon for us by Brian Higley, Esq. of Business Legal
+Advisors, LLC, Draper, Utah.
+
+ 
+
+EXPERTS
+
+ 
+
+Our
+financial statements for the years ended March 31, 2021 and 2020 were audited by Hayne & Company, and are included in reliance upon
+such reports given upon the authority of Hayne & Company, as experts in accounting and auditing.
+
+ 
+
+ADDITIONAL
+INFORMATION
+
+ 
+
+We
+have filed a registration statement on Form S-1 under the Securities Act (SEC File No. 333-_________) relating to the shares of common
+stock being offered by this prospectus, and reference is made to such registration statement. This prospectus constitutes the prospectus
+of Monetiva Inc., filed as part of the registration statement, and it does not contain all information in the registration statement,
+as certain portions have been omitted in accordance with the rules and regulations of the SEC.
+
+ 
+
+Upon
+the effective date of the registration statement of which this prospectus is a part, we will be required to file reports and other documents
+with the SEC. We do not presently intend to voluntarily furnish you with a copy of our annual report. You may read and copy any materials
+we file with the SEC at the public reference room of the SEC at 100 F Street, NE., Washington, DC 20549, between the hours of 10:00 a.m.
+and 3:00 p.m., except federal holidays and official closings, at the Public Reference Room. You may obtain information on the operation
+of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to you on the Internet website
+for the SEC at http://www.sec.gov.
+
+ 
+
+ 41
+
+ 
+
+ 
+
+ 
+
+INDEX
+TO FINANCIAL STATEMENTS
+
+ 
+
+ 
+ Page
+
+ 
+
+ Report of Independent Registered Public Accounting Firm
+ F-2
+
+ 
+ 
+ 
+
+ 
+ Balance
+ Sheets at March 31, 2021 and 2020
+ F-3
+
+ 
+ 
+ 
+
+ 
+ Statements
+ of Operations for the years ended March 31, 2021 and 2020
+ F-4
+
+ 
+ 
+ 
+
+ 
+ Statements
+ of Changes in Stockholders Equity for the years ended March 31, 2021 and 2020
+ F-5
+
+ 
+ 
+ 
+
+ 
+ Statements
+ of Cash Flows for the years ended March 31, 2021 and 2020
+ F-6
+
+ 
+ 
+ 
+
+ 
+ Notes
+ to Financial Statements
+ F-7
+
+ 
+ 
+
+ 
+ 
+ Page
+
+ 
+
+ 
+ 
+ 
+
+ 
+ Unaudited
+ Condensed Balance Sheets at June 30, 2021 and March 31, 2021
+ F-17
+
+ 
+ 
+ 
+
+ 
+ Unaudited
+ Condensed Statements of Operations for the three months ended June 30, 2021 and 2020
+ F-18
+
+ 
+ 
+ 
+
+ 
+ Unaudited
+ Condensed Statements of Changes in Stockholders Equity for the three months ended June 30, 2021 and 2020
+ F-19
+
+ 
+ 
+ 
+
+ 
+ Unaudited
+ Condensed Statements of Cash Flows for the three months ended June 30, 2021 and 2020
+ F-20
+
+ 
+ 
+ 
+
+ 
+ Notes
+ to Condensed Financial Statements (Unaudited)
+ F-21
+
+ 
+ 
+
+ F-1
+
+ 
+
+ 
+
+ 
+
+REPORT
+OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
+
+ 
+
+To
+the Board of Directors and Stockholders of BlueOne Card, Inc.
+
+ 
+
+Opinion
+on the Financial Statements
+
+ 
+
+We
+have audited the accompanying balance sheets of BlueOne Card, Inc. (the Company) as of March 31, 2021 and 2020, and the related statements
+of operations, stockholders equity, and cash flows for each of the two years in the period ended March 31, 2021, and the related
+notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly,
+in all material respects, the financial position of the Company as of March 31, 2021 and 2020, and the results of its operations and
+its cash flows for each of the two years in the period ended March 31, 2021, in conformity with accounting principles generally accepted
+in the United States of America.
+
+ 
+
+Going
+Concern
+
+ 
+
+The
+Company s financial statements are prepared using the generally accepted accounting principles applicable to a going concern. As
+described in Note 1 to the financial statements, the Company has suffered recurring losses from operations, negative cash flows from
+operating activities, and not generated any revenues since inception that raise substantial doubt about its ability to continue as a
+going concern.

parsed_sections/legal_matters/2021/BEEP_mobile_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Debevoise & Plimpton LLP, New York, New York will pass upon the validity of the securities offered in this prospectus with respect to Class A ordinary shares. Maples and Calder (Cayman) LLP will pass upon the validity of the securities offered in this prospectus with respect to the ordinary shares and matters of Cayman Islands law. In connection with this offering, Skadden, Arps, Slate, Meagher & Flom LLP advised the underwriters in connection with the offering of the securities.

parsed_sections/legal_matters/2021/BEPJ_brookfield_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the BEPC exchangeable shares offered by this prospectus will be passed upon by McMillan LLP, British Columbia counsel to BEPC. The validity of the BEP units issuable upon exchange, redemption or acquisition of the BEPC exchangeable shares offered pursuant to this prospectus and other matters of Bermuda law will be passed upon for BEP by Appleby (Bermuda) Limited. Certain legal matters relating to Canadian and U.S. federal income tax considerations will be passed upon on behalf BEPC and BEP by Torys LLP. Certain legal matters relating to U.S. federal and New York law will be passed upon on behalf of the underwriters by Milbank LLP. As at the date of this prospectus, the partners and associates of each of Torys LLP, McMillan LLP and Appleby (Bermuda) Limited beneficially own, directly and indirectly, less than 1.0% of the outstanding securities or other property of BEP and BEPC, their associates or their affiliates.

parsed_sections/legal_matters/2021/BFLY-WT_butterfly_legal_matters.txt

@@ -0,0 +1 @@
+legal matters which have arisen in the normal course of business, including but not limited to medical malpractice matters. Although the ultimate results of these matters are not currently determinable, management does not expect that they will have a material effect on the Company s consolidated balance sheet, statements of operations and comprehensive loss, or cash flows. On December 14, 2020, a stockholder of Longview filed a lawsuit in the Supreme Court of the State of New York, County of New York against Longview and the members of the Longview Board, styled Nair v. Longview Acquisition Corp. et al. (the Nair Complaint ). On December 16, 2020, a second stockholder of Longview filed a lawsuit in the Supreme Court of the State of New York, County of New York against Longview, the members of its board of directors, and Butterfly, styled Lau v. Longview Acquisition Corp., et al. (the Lau Complaint ). Both the Nair Complaint and the Lau Complaint alleged, among other things, that (i) defendants engaged in an unfair sales process and agreed to inadequate consideration in connection with the proposed transaction, and (ii) that the Registration Statement filed with the SEC on November 27, 2020 in connection with the proposed transaction is materially misleading, and sought, among other things, to enjoin the proposed transaction, rescind the transaction or award rescissory damages to the extent it is consummated, and an award of attorneys fees and expenses. The Nair Complaint was voluntarily dismissed on February 21, 2021, and the Lau Complaint was voluntarily dismissed on March 2, 2021. The parties currently are in negotiation regarding a potential attorney fee award. The Company enters into indemnification provisions under some agreements with other parties in the ordinary course of business, including business partners, investors, contractors, customers, and the Company s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claim because of the Company s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded in the TABLE OF CONTENTS

parsed_sections/legal_matters/2021/BKKT-WT_bakkt_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Wilson Sonsini Goodrich & Rosati, P.C., Austin, Texas, which has acted as our counsel in connection with this offering, will pass upon the validity of our securities being offered by this prospectus.

parsed_sections/legal_matters/2021/BKSY-WT_blacksky_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the Securities offered hereby has been passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Seattle, Washington. Certain members of, and investment partnerships comprised of members of, and persons associated with, Wilson Sonsini Goodrich & Rosati, Professional Corporation, directly or indirectly own less than 0.01% of the outstanding shares of our common stock. Table of Contents

parsed_sections/legal_matters/2021/BLZE_backblaze_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the issuance of our Class A common stock offered in this prospectus will be passed upon for us by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Redwood City, California. Certain legal matters in connection with this offering will be passed upon for the underwriters by White & Case LLP, New York, New York.

parsed_sections/legal_matters/2021/BMBL_bumble-inc_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the shares of Class A common stock will be passed upon for us by Simpson Thacher & Bartlett LLP, Washington, D.C. Certain legal matters in connection with this offering will be passed upon for the underwriters by Davis Polk & Wardwell LLP, New York, New York. An investment vehicle comprised of selected partners of Simpson Thacher & Bartlett LLP, members of their families, related persons and others owns interests representing less than 1% of the capital commitments of funds affiliated with Blackstone Inc.

parsed_sections/legal_matters/2021/BMEA_biomea_legal_matters.txt

@@ -0,0 +1 @@
+Legal matters The validity of the issuance of our common stock offered in this prospectus will be passed upon for us by Latham & Watkins LLP. Certain legal matters in connection with this offering will be passed upon for the underwriters by Cooley LLP.

parsed_sections/legal_matters/2021/BOLT_bolt_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the shares of common stock being offered by this prospectus will be passed upon for us by Cooley LLP, Seattle, Washington. Davis Polk & Wardwell LLP, Menlo Park, California is representing the underwriters.

parsed_sections/legal_matters/2021/BRCFF_brookfield_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the class A exchangeable shares offered pursuant to this prospectus and other matters of Bermuda law will be passed upon for our company by Appleby (Bermuda) Limited. The validity of the Brookfield Class A Shares offered by this prospectus will be passed upon by Torys LLP. Certain legal matters relating to Canadian and U.S. federal income tax considerations will be passed upon on behalf of Brookfield Asset Management and our company by Torys LLP. As at the date of this prospectus, the partners and associates of each of Torys LLP and Appleby (Bermuda) Limited beneficially own, directly and indirectly, less than 1.0% of the outstanding securities or other property of Brookfield Asset Management and our company, its associates or its affiliates.

parsed_sections/legal_matters/2021/BRLSW_borealis_legal_matters.txt

@@ -0,0 +1,3022 @@
+LEGAL MATTERS
+
+ Greenberg Traurig, P.A., Miami, Florida, is acting as our counsel in connection with the registration of our securities under the Securities Act, and as such, will pass upon the validity of the securities offered in this offering. Graubard Miller, New York, New York, is acting as counsel to the underwriters.
+
+ EXPERTS
+
+ The financial statements of Oxus Acquisition Corp. at March 22, 2021 and for the period from February 3, 2021 (inception) through March 22, 2021 included in this prospectus have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report, thereon (which contains an explanatory paragraph relating to substantial doubt about the ability of Oxus Acquisition Corp. to continue as a going concern as described in Note 1 to the financial statements), appearing elsewhere in this prospectus, and are included in reliance on such report given upon such firm as experts in auditing and accounting.
+
+ WHERE YOU CAN FIND ADDITIONAL INFORMATION
+
+ We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are materially complete but may not include a description of all aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.
+
+ Upon completion of this offering, we will be subject to the information requirements of the Exchange Act and will file annual, quarterly and current event reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC s website at www.sec.gov
+
+ 
+
+ 128
+
+ Table of Contents
+
+ 
+ OXUS ACQUISITION CORP.
+FINANCIAL STATEMENTS
+
+ TABLE OF CONTENTS
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Page
+
+ 
+ 
+
+ 
+ 
+ Report of Independent Registered Public Accounting Firm
+
+ 
+ 
+ 
+ F-2
+
+ 
+ 
+
+ 
+ 
+ Balance Sheets
+
+ 
+ 
+ 
+ F-3
+
+ 
+ 
+
+ 
+ 
+ Statements of Operations
+
+ 
+ 
+ 
+ F-4
+
+ 
+ 
+
+ 
+ 
+ Statements of Changes in Shareholders Equity
+
+ 
+ 
+ 
+ F-5
+
+ 
+ 
+
+ 
+ 
+ Statements of Cash Flows
+
+ 
+ 
+ 
+ F-6
+
+ 
+ 
+
+ 
+ 
+ Notes to Financial Statements
+
+ 
+ 
+ 
+ F-7 F-16
+
+ 
+ 
+
+ 
+ 
+
+ F-1
+
+ Table of Contents
+
+ 
+ REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
+
+ To the Shareholder and Board of Directors of 
+
+ Oxus Acquisition Corp.
+
+ Opinion on the Financial Statements
+
+ We have audited the accompanying balance sheet of Oxus Acquisition Corp. (the Company ) as of March 22, 2021, the related statements of operations, changes in shareholders equity and cash flows for the period from February 3, 2021 (inception) through March 22, 2021, and the related notes (collectively referred to as the financial statements ). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 22, 2021, and the results of its operations and its cash flows for the period from February 3, 2021 (inception) through March 22, 2021, in conformity with accounting principles generally accepted in the United States of America.
+
+ Explanatory Paragraph Going Concern 
+
+ The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company s business plan is dependent upon its completion of the proposed initial public offering described in Note 3 to the financial statements. The Company has a working capital deficiency as of March 22, 2021 and lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These conditions raise substantial doubt about the Company s ability to continue as a going concern. Management s plans with regard to these matters are also described in Notes 1 and 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
+
+ Basis for Opinion
+
+ These financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on the Company s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ( PCAOB ) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+
+ We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control over financial reporting. Accordingly, we express no such opinion. 
+
+ Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
+
+ /s/ Marcum LLP
+
+ Marcum LLP
+
+ We have served as the Company s auditor since 2021.
+
+ New York, NY
+
+ April 1, 2021, except for Note 8 as to which the date is August 19, 2021. 
+
+ 
+
+ F-2
+
+ Table of Contents
+
+ 
+ OXUS ACQUISITION CORP. 
+BALANCE SHEETS
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ June 30, 
+2021
+
+ 
+ 
+ 
+ March 22, 
+2021
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ (Unaudited)
+
+ 
+ 
+ 
+ (Audited)
+
+ 
+ 
+
+ 
+ 
+ ASSETS
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Current Assets
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Cash
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 87,734
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Subscription receivable
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 40
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Total Current Assets
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 87,774
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Deferred offering costs associated with initial public offering
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 230,544
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 31,211 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ TOTAL ASSETS
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 318,318
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 31,211 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ LIABILITIES AND SHAREHOLDERS EQUITY
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Current Liabilities
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Accrued offering costs and expenses
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 32,051
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 24,129 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Promissory note related party
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 279,935
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Total Current Liabilities
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 311,986
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 24,129 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Commitments and Contingencies (Note 6)
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Shareholders Equity
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 
+300,000 issued or outstanding at June 30, 2021 and 0 issued or outstanding at March 22, 2021(1)(2)
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 30
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 
+4,312,500 shares issued and outstanding at June 30, 2021 and 4,312,500 shares issued and outstanding at March 22, 2021(3)(4)
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 431
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 431
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Additional paid-in capital
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 24,579
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 24,569
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Accumulated deficit
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (18,708
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (17,918
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ Total Shareholders Equity
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 6,332
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 7,082 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 318,318
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 31,211 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ ____________
+(1) Consists of Underwriter Founder Shares issued to the underwriters and/or its designees (see Note 5).
+
+ (2) Through June 30, 2021, the underwriters and/or its designees effected a surrender of 60,000 Class A ordinary shares to the Company for no consideration. Subsequent to balance sheet date, the underwriters and/or its designees effected surrendered additional 40,000 Class A ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class A ordinary shares outstanding from 400,000 to 300,000. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 5 and Note 8).
+
+ (3) Through June 30, 2021, the Sponsor effected a surrender of 1,437,500 Class B ordinary shares to the Company for no consideration. Subsequent to balance sheet date, the Sponsor surrendered additional 2,875,000 Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 8,625,000 to 4,312,500. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 5 and Note 8).
+
+ (4) Includes up to 562,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). 
+
+ The accompanying notes are an integral part of these financial statements.
+
+ 
+
+ F-3
+
+ Table of Contents
+
+ 
+ OXUS ACQUISITION CORP. 
+STATEMENTS OF OPERATIONS
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ For the 
+Period from 
+February 3, 
+2021 
+(inception) 
+through 
+June 30, 
+2021
+
+ 
+ 
+ 
+ For the 
+Period from 
+February 3, 
+2021 
+(inception) through 
+March 22, 
+2021
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ (Unaudited)
+
+ 
+ 
+ 
+ (Audited)
+
+ 
+ 
+
+ 
+ 
+ Formation costs
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 18,708
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 17,918 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net loss
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (18,708
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (17,918
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Weighted average Class A ordinary shares outstanding, basic and diluted(1)(2)
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 300,000
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Basic and diluted net loss per Class A ordinary shares
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (0.00
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (0.00
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Weighted average Class B ordinary shares outstanding, basic and diluted(3)(4)
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 3,750,000
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 3,750,000
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Basic and diluted net loss per Class B ordinary shares
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (0.00
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (0.00
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ ____________
+(1) Consists of Underwriter Founder Shares issued to the underwriters and/or its designees (see Note 5).
+
+ (2) Through June 30, 2021, the underwriters and/or its designees effected a surrender of 60,000 Class A ordinary shares to the Company for no consideration. Subsequent to balance sheet date, the underwriters and/or its designees effected surrendered additional 40,000 Class A ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class A ordinary shares outstanding from 400,000 to 300,000. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 5 and Note 8).
+
+ (3) Through June 30, 2021, the Sponsor effected a surrender of 1,437,500 Class B ordinary shares to the Company for no consideration. Subsequent to balance sheet date, the Sponsor surrendered additional 2,875,000 Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 8,625,000 to 4,312,500. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 5 and Note 8).
+
+ (4) Excludes up to 562,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). 
+
+ The accompanying notes are an integral part of these financial statements.
+
+ 
+
+ F-4
+
+ Table of Contents
+
+ 
+ OXUS ACQUISITION CORP. 
+STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Class A 
+Ordinary Shares
+
+ 
+ 
+ 
+ Class B 
+Ordinary Shares
+
+ 
+ 
+ 
+ Additional Paid-in Capital
+
+ 
+ 
+ 
+ Accumulated Deficit
+
+ 
+ 
+ 
+ Total Shareholders Equity
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Shares
+
+ 
+ 
+ 
+ Amount
+
+ 
+ 
+ 
+ Shares
+
+ 
+ 
+ 
+ Amount
+
+ 
+ 
+ 
+
+ 
+ 
+ Balance February 3, 2021 (inception)
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Issuance of Class B ordinary shares to Sponsor(1)
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 8,625,000
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 863
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 24,137
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Surrender of Class B ordinary shares by Sponsor(2)(3)
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ (4,312,500
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (432
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 432
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net loss
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (17,918
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (17,918
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ Balance March 22, 2021 (Audited)
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 4,312,500
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 431
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 24,569
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (17,918
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 7,082 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Issuance of Underwriter Founder 
+Shares
+
+ 
+ 
+ 
+ 400,000
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 40
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 40 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Surrender of Underwriter Founder Shares(4)
+
+ 
+ 
+ 
+ (100,000
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (10
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 10
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net loss
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (790
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (790
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ Balance June 30, 2021 (Unaudited)
+
+ 
+ 
+ 
+ 300,000
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 30
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 4,312,500
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 431
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 24,579
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (18,708
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 6,332 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ ____________
+(1) Includes up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7).
+
+ (2) Through June 30, 2021, the Sponsor effected a surrender of 1,437,500 Class B ordinary shares to the Company for no consideration. Subsequent to balance sheet date, the Sponsor surrendered additional 2,875,000 Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 8,625,000 to 4,312,500. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 5 and Note 8).
+
+ (3) Includes up to 562,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7).
+
+ (4) Through June 30, 2021, the underwriters and/or its designees effected a surrender of 60,000 Class A ordinary shares to the Company for no consideration. Subsequent to balance sheet date, the underwriters and/or its designees effected surrendered additional 40,000 Class A ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class A ordinary shares outstanding from 400,000 to 300,000. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 5 and Note 8).
+
+ The accompanying notes are an integral part of these financial statements.
+
+ 
+
+ F-5
+
+ Table of Contents
+
+ 
+ OXUS ACQUISITION CORP. 
+STATEMENTS OF CASH FLOWS
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ For the 
+Period from 
+February 3, 
+2021 
+(inception) 
+through 
+June 30, 
+2021
+
+ 
+ 
+ 
+ For the 
+Period from 
+February 3, 
+2021 
+(inception) 
+through 
+March 22, 
+2021
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ (Unaudited)
+
+ 
+ 
+ 
+ (Audited)
+
+ 
+ 
+
+ 
+ 
+ Cash Flows from Operating Activities:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net loss
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (18,708
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (17,918
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ Adjustments to reconcile net loss to net cash used in operating activities:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Changes in operating assets and liabilities:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Accrued offering costs and expenses
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 790
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net cash used in operating activities
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (17,918
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (17,918
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Cash flows from financing activities:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Proceeds from issuance of Class B ordinary shares to Sponsor
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25,000
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Proceeds from promissory note related party
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 279,935
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Payment of offering costs
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (199,283
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (7,082
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ Net cash provided by financing activities
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 105,652
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 17,918 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net Change in Cash:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 87,734
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Cash Beginning
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Cash Ending
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 87,734
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Supplemental disclosure of non-cash investing and financing activities:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Deferred offering costs in accrued offering costs and expenses
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 32,051
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 24,129 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Issuance of Underwriter Founder Shares
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 40
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Surrender of Underwriter Founder Shares
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (10
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ The accompanying notes are an integral part of these financial statements.
+
+ 
+
+ F-6
+
+ Table of Contents
+
+ 
+ OXUS ACQUISITION CORP.
+NOTES TO FINANCIAL STATEMENTS
+
+ NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS
+
+ Oxus Acquisition Corp. (the Company ) is a blank check company incorporated in the Cayman Islands on February 3, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a Business Combination ). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
+
+ Although the Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, the Company intends to focus its search on targets in energy transition technologies, such as battery materials, energy storage, electric vehicle ( EV ) infrastructure and advanced recycling in emerging/frontier countries including the Commonwealth of Independent States ( CIS ), South and South-East Asia and Middle East and North Africa ( MENA ) regions. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
+
+ As of June 30, 2021, the Company had not commenced any operations. All activity for the period from February 3, 2021 (inception) through June 30, 2021 relates to the Company s formation and the proposed initial public offering ( Proposed Public Offering ), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed Public Offering. The Company has selected December 31 as its fiscal year end.
+
+ The Company s ability to commence operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering of 15,000,000 units (the Units and, with respect to the ordinary shares included in the Units being offered, the Public Shares ) at $10.00 per Unit (or 17,250,000 Units if the underwriters over-allotment option is exercised in full), which is discussed in Note 3, and the sale of warrants (the Private Warrants ) in a private placement to Oxus Capital Pte. Ltd. (the Sponsor ) that will close simultaneously with the Proposed Public Offering.
+
+ The Company s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the Company s signing a definitive agreement in connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.20 per Unit sold in the Proposed Public Offering, including the proceeds from the sale of the Private Warrants, will be held in a trust account ( Trust Account ), located in the United States and invested only in 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 in any open-ended investment company that holds itself out as a money market fund 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 distribution of the funds held in the Trust Account, as described below. 
+
+ The Company will provide its holders of the 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest 
+
+ 
+
+ F-7
+
+ Table of Contents
+
+ 
+ OXUS ACQUISITION CORP.
+NOTES TO FINANCIAL STATEMENTS
+
+ NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (cont.)
+
+ earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Proposed Public Offering in accordance with the Financial Accounting Standards Board s ( FASB ) Accounting Standards Codification ( ASC ) Topic 480 Distinguishing Liabilities from Equity. 
+
+ The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange rules 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 Certificate of Incorporation (the Amended and Restated Certificate of Incorporation ), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission ( SEC ) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange rules, 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 its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after the Proposed Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.
+
+ Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act )), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.
+
+ The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares (as defined at Note 5) and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company s obligation to allow redemption in connection with the Company s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
+
+ The Company will have until 18 months from the closing of the Proposed Public Offering to complete a Business Combination (the Combination Period ). If the Company is unable to complete 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), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company s remaining shareholders and the Company s board of directors, dissolve and liquidate, subject in each case to the Company s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
+
+ The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares (as defined at Note 5) if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Proposed Public Offering, such Public Shares will be entitled to liquidating distributions 
+
+ 
+
+ F-8
+
+ Table of Contents
+
+ 
+ OXUS ACQUISITION CORP.
+NOTES TO FINANCIAL STATEMENTS
+
+ NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (cont.)
+
+ from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Proposed Public Offering price per Unit ($10.00).
+
+ 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 for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.20 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company s indemnity of the underwriters of the Proposed 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 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. 
+
+ Going Concern Consideration
+
+ At June 30, 2021, the Company had $87,734 in cash and a working capital deficiency of $224,212. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company s ability to continue as a going concern within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Proposed Public Offering as discussed in Note 3. There is no assurance that the Company s plans to raise capital or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
+
+ Risks and Uncertainties
+
+ Management is currently evaluating the impact 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 financial statements do not include any adjustments that might result from the outcome of this uncertainty.
+
+ NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
+
+ Basis of Presentation
+
+ The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America ( GAAP ) and pursuant to the rules and regulations of the SEC.
+
+ Emerging Growth Company
+
+ The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act, as amended 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 auditor attestation requirements of 
+
+ 
+
+ F-9
+
+ Table of Contents
+
+ 
+ OXUS ACQUISITION CORP.
+NOTES TO FINANCIAL STATEMENTS
+
+ NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
+
+ Emerging Growth Company (cont.)
+
+ 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. 
+
+ 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
+
+ Use of Estimates
+
+ The preparation of financial statements in conformity with GAAP requires the Company s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
+
+ Cash and Cash Equivalents
+
+ The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021.
+
+ Deferred Offering Costs Associated with the Proposed Public Offering
+
+ Deferred offering costs consist of legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholders equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.
+
+ Net Loss Per Ordinary Share
+
+ The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per ordinary shares is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average ordinary shares at June 30, 2021 were reduced for the effect of an aggregate of 562,500 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). As of June 30, 2021, the Company did not have any dilutive securities and 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 loss per ordinary share is the same as basic loss per ordinary share for the period presented.
+
+ Concentration of Credit Risk
+
+ Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the federal depository insurance coverage corporation limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
+
+ 
+
+ F-10
+
+ Table of Contents
+
+ 
+ OXUS ACQUISITION CORP.
+NOTES TO FINANCIAL STATEMENTS
+
+ NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
+
+ Financial Instruments
+
+ The fair value of the Company s assets and liabilities, which qualify as financial instruments under FASB ASC 820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the balance sheets. 
+
+ Income Taxes
+
+ The Company complies with the accounting and reporting requirements of FASB ASC, 740, Income Taxes, . Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of June 30, 2021. 
+
+ FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
+
+ The provision for income taxes was deemed to be de minimis for the period from February 3, 2021 (inception) through June 30, 2021.
+
+ Warrant Liabilities
+
+ ASC 480 requires a reporting entity to classify certain freestanding financial instruments as liabilities (or in some cases as assets). ASC 480-10-S99 addresses concerns raised by the SEC regarding the financial statement classification and measurement of securities subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. If the stock subject to mandatory redemption provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statement of financial position. The stock subject must then describe them as shares subject to mandatory redemption, so as to distinguish the instruments from other financial statement liabilities. The Company concludes that the Public Unit Warrants do not exhibit any of the above characteristics and, therefore, are outside the scope of ASC 480.
+
+ The Company will account for the 23,400,000 warrants to be issued in connection with this offering (representing 15,000,000 public warrants included in the units and 8,400,000 private placement warrants, assuming the underwriters over-allotment option is not exercised) in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging Contracts in Entity s Own Equity. Such guidance provides that because the warrants meet the criteria for equity treatment. 
+
+ Recent Accounting Pronouncements
+
+ Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company s financial statements.
+
+ NOTE 3 PROPOSED PUBLIC OFFERING
+
+ Pursuant to the Proposed Public Offering, the Company will offer for sale up to 15,000,000 Units (or 17,250,000 Units if the underwriters over-allotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one ordinary share and one warrant ( Public Warrant ). Each Public Warrant will entitle the holder to purchase one ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7). 
+
+ 
+
+ F-11
+
+ Table of Contents
+
+ 
+ OXUS ACQUISITION CORP.
+NOTES TO FINANCIAL STATEMENTS
+
+ NOTE 4 PRIVATE WARRANTS
+
+ The Sponsor and the underwriters have committed to purchase an aggregate of 8,400,000 Private Warrants (or 9,300,000 Private Warrants if the underwriters over-allotment is exercised in full) at a price of $1.00 per Private Warrant from the Company in a private placement that will occur simultaneously with the closing of the Proposed Public Offering. Each Private Warrant is exercisable for one ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Warrants will be added to the net proceeds from the Proposed Public Offering held in the Trust Account. 
+
+ If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless.
+
+ NOTE 5 RELATED PARTY TRANSACTIONS
+
+ Founder Shares
+
+ During the period from February 3, 2021 (inception) through March 22, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 8,625,000 Class B ordinary shares (the Founder Shares ).
+
+ The Founder Shares include an aggregate of up to 1,125,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company s issued and outstanding shares upon the completion of the Proposed Public Offering. 
+
+ Through June 30, 2021, the Sponsor returned to the Company for no consideration, an aggregate of 1,437,500 Founder Shares, which have been cancelled. 
+
+ Subsequent to balance sheet date, the Sponsor transferred an aggregate of 150,000 Founder Shares to the Company s independent director nominees.
+
+ Subsequent to balance sheet date, the Sponsor surrendered additional 2,875,000 Founder Shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 8,625,000 to 4,312,500 (up to 562,500 of which are subject to forfeiture by the Sponsor if the underwriters over-allotment option is not exercised in full). All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 8).
+
+ Founder Shares are subject to lock-up until (i) with respect to 50% of the Founder Shares, the earlier of one year after the date of the consummation of the initial business combination and the date on which the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and re