NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

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

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

Promissory Note — Related Party

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

Related Party Loans

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

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

Administrative Services Agreement

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