UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2021~~ 2022

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

For the transition period from _________ to _________

Msd Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-40290

98-1583537

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer

Identification No.)

645 Fifth Avenue, 21st Floor New York, New York 10022		10022
One Vanderbilt Avenue, 26th Floor New York, New York		10017
(Address Of Principal Executive Offices)		(Zip Code)

(212) 303-1650

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-fifth of one warrant	MSDAU	The Nasdaq ~~Capital~~Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	MSDA	The Nasdaq ~~Capital~~Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	MSDAW	The Nasdaq ~~Capital~~Stock Market LLC

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

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

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

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

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

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

As of ~~November~~May 510, ~~2021~~2022, 57,500,000 Class A ordinary shares, par value $0.0001 per share, and 14,375,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding~~, respectively~~.

MSD ACQUISITION CORP.
Form 10-Q

For the ~~period~~Quarter ~~from~~Ended ~~February~~March 531, ~~2021 (inception) through September 30, 2021~~2022

Table of Contents

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	1
	Unaudited Condensed Balance Sheet as of September 30, 2021	1
	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	1
	Unaudited Condensed Statements of Operations for The Three Months Ended and for the Period from February 5, 2021 (Inception) Through September 30, 2021 (Unaudited)	2
	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2022 and for the Period from February 5, 2021 (Inception) Through March 31, 2021	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for The Three Months Ended and for the Period from February 5, 2021 (Inception) Through September 30, 2021	3
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for The Three Months Ended March 31, 2022 and for the Period from February 5, 2021 (Inception) Through March 31, 2021	3
	Unaudited Condensed Statement of Cash Flows for the Period from February 5, 2021 (Inception) Through September 30, 2021	4
	Unaudited Condensed Statements of Cash Flows for the Three Months ended March 31, 2022 and for the Period from February 5, 2021 (Inception) Through March 31, 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2223
Item 4.	Controls and Procedures	2223
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	2425
Item 3.	Defaults Upon Senior Securities	2425
Item 4.	Mine Safety Disclosures	2426
Item 5.	Other Information	2426
Item 6.	Exhibits	2526

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

MSD ACQUISITION CORP. ~~UNAUDITED~~ CONDENSED BALANCE ~~SHEET~~SHEETS

September 30, 2021

	March 31, 2022			December 31, 2021
	(Unaudited)
Assets:
Current assets:
Cash	$	356,893		$	540,691
Prepaid expenses		502,131			565,424
Total current assets		859,024			1,106,115
Investments held in Trust Account		575,098,560			575,040,654
Total Assets	$	575,957,584		$	576,146,769

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	17,921		$	6,008
Accrued expenses		72,084			70,000
Total current liabilities		90,005			76,008
Deferred underwriting commissions		20,125,000			20,125,000
Derivative liabilities		17,153,308			25,796,635
Total liabilities		37,368,313			45,997,643

Commitments and Contingencies

Class A ordinary shares subject to possible redemption; $0.0001 par value; 57,500,000 shares issued and outstanding at $10.00 per share redemption value as of March 31, 2022 and December 31, 2021		575,000,000			575,000,000

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of March 31, 2022 and December 31, 2021		-			-
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, no non-redeemable shares issued or outstanding as of March 31, 2022 and December 31, 2021		-			-
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 14,375,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021		1,437			1,437
Additional paid-in capital		-			-
Accumulated deficit		(36,412,166	)		(44,852,311	)
Total shareholders’ deficit		(36,410,729	)		(44,850,874	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	575,957,584		$	576,146,769

Assets
Current assets:
Cash	$	624,152
Prepaid expenses		692,258
Total current assets		1,316,410
Investments held in Trust Account		575,028,505
Total Assets	$	576,344,915
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	9,883
Accrued expenses		75,000
Total current liabilities		84,883
Deferred underwriting commissions		20,125,000
Derivative liabilities		24,109,085
Total liabilities		44,318,968
Commitments and Contingencies
Class A ordinary shares subject to possible redemption; $0.0001 par value; 57,500,000 shares at $10.00 per share		575,000,000
Shareholders’ Deficit:
Preference 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		-
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 14,375,000 shares issued and outstanding		1,437
Additional paid-in capital		-
Accumulated deficit		(42,975,490	)
Total shareholders’ deficit		(42,974,053	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	576,344,915

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

MSD ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	For the Three Months Ended September 30, 2021			For the Period From February 5, 2021 (Inception) Through September 30, 2021
	For the Three Months Ended March 31, 2022			For The Period From February 5, 2021 (Inception) Through March 31, 2021
General and administrative expenses	$	~~186~~231,~~398~~088		$	~~514~~130,~~441~~102
General and administrative expenses - related party		30,000			7010,000
Loss from operations		(~~216~~261,~~398~~088	)		(~~584~~140,~~441~~102	)
Other income (expenses):
Change in fair value of derivative liabilities		38,~~728~~643,~~352~~327			(12,~~846~~133,~~555~~470	)
Offering costs associated with derivative liabilities		-			(697,460	)
Income from investments held in Trust Account		757,~~401~~906			~~28,504~~397
Net income (loss)	$	38,~~519~~440,~~355~~145		$	(32,~~099~~970,~~952~~635	)
Weighted average number of shares outstanding of Class A ordinary shares, basic and diluted		57,500,000			463,~~099~~520,~~138~~408
Basic and diluted net income (loss) per share, Class A ordinary shares	$	0.0512		$	(0.0518	)
Weighted average number of shares outstanding of Class B ordinary shares, basic and diluted		14,375,000			1412,~~003~~614,~~233~~796
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.0512		$	(0.0518	)

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

MSD ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the three months ended ~~September~~March 3031, ~~2021 and~~2022 ~~the period from February 5, 2021 (inception) through September 30, 2021~~

	Ordinary Shares								Additional						Total
	Class A				Class B				Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance - February 5, 2021 (inception) (audited)		-	$	-		-	$	-	$	-		$	-		$	-
Balance - December 31, 2021		-	$	-		14,375,000	$	1,437	$	-		$	(44,852,311	)	$	(44,850,874	)
Issuance of Class B ordinary shares to Sponsor		-		-		14,375,000		1,437		23,563			-			25,000
Net income		-		-		-		-		-			8,440,145			8,440,145
Excess cash received over the fair value of the private warrants		-		-		-		-		3,927,470			-			3,927,470
Balance - March 31, 2022 (Unaudited)		-	$	-		14,375,000	$	1,437	$	-		$	(36,412,166	)	$	(36,410,729	)
Accretion of Class A ordinary shares subject to possible redemption amount										(3,951,033	)		(39,875,538	)		(43,826,571	)
Net loss		-		-		-		-		-			(2,970,635	)		(2,970,635	)
Balance - March 31, 2021		-		-		14,375,000		1,437		-			(42,846,173	)		(42,844,736	)
Net loss		-		-		-		-		-			(3,648,672	)		(3,648,672	)
Balance - June 30, 2021		-		-		14,375,000		1,437		-			(46,494,845	)		(46,493,408	)
Net income		-		-		-		-		-			3,519,355			3,519,355
Balance - September 30, 2021		-	$	-		14,375,000	$	1,437	$	-		$	(42,975,490	)	$	(42,974,053	)

For the period from February 5, 2021 (inception) through March 31, 2021

	Ordinary Shares								Additional						Total
	Class A				Class B				Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance - February 5, 2021 (inception)		-	$	-		-	$	-	$	-		$	-		$	-
Issuance of Class B ordinary shares to Sponsor		-		-		5,750,000		1,437		23,563			-			25,000
Excess cash received over the fair value of the private warrants		-		-		-		-		3,927,470			-			3,927,470
Accretion of Class A ordinary shares subject to possible redemption amount		-		-		-		-		(3,951,033	)		(39,875,538	)		(43,826,571	)
Net loss		-		-		-		-		-			(4,976,773	)		4,976,773	)
Balance - December 31, 2021		-	$	-		5,750,000	$	1,437	$	-		$	(44,852,311	)	$	(44,850,874	)

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

MSD ACQUISITION CORP. UNAUDITED CONDENSED ~~STATEMENT~~STATEMENTS OF CASH FLOWS

For the period from February 5, 2021 (inception) through September 30, 2021

	For the Three Months Ended March 31, 2022			For The Period From February 5, 2021 (Inception) Through March 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$	8,440,145		$	(2,970,635	)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares		-			25,000
General and administrative expenses paid by related party under promissory note		-			14,383
Change in fair value of derivative liabilities		(8,643,327	)		2,133,470
Offering costs associated with derivative liabilities		-			697,460
Income from investments held in Trust Account		(57,906	)		(396	)
Changes in operating assets and liabilities:
Prepaid expenses		63,294			(915,898	)
Accounts payable		11,913			944,458
Accrued expenses		2,083			4,832
Net cash used in operating activities		(183,798	)		(67,326	)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		-			(575,000,000	)
Net cash used in investing activities		-			(575,000,000	)

Cash Flows from Financing Activities:
Proceeds received from initial public offering, gross		-			575,000,000
Proceeds received from private placement		-			14,000,000
Repayment of note payable to related party		-			(191,526	)
Proceeds from advance to related party		-			22,760
Offering costs paid		-			(11,961,888	)
Net cash provided by financing activities		-			576,869,346

Net change in cash		(183,798	)		1,802,020

Cash - beginning of the period		540,691			-
Cash - end of the period	$	356,893		$	1,802,020

Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	$	-		$	70,000
Offering costs paid by related party under promissory note	$	-		$	177,142
Deferred underwriting commissions	$	-		$	20,125,000

Cash Flows from Operating Activities:
Net loss	$	(3,099,952	)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares		25,000
General and administrative expenses paid by related party under promissory note		14,383
Change in fair value of derivative liabilities		1,846,555
Offering costs associated with derivative liabilities		697,460
Income from investments held in Trust Account		(28,505	)
Changes in operating assets and liabilities:
Prepaid expenses		(692,258	)
Accounts payable		9,883
Accrued expenses		5,000
Net cash used in operating activities		(1,222,434	)
Cash Flows from Investing Activities:
Cash deposited in Trust Account		(575,000,000	)
Net cash used in investing activities		(575,000,000	)
Cash Flows from Financing Activities:
Proceeds received from initial public offering, gross		575,000,000
Proceeds received from private placement		14,000,000
Repayment of note payable to related party		(214,286	)
Proceeds from advance to related party		22,760
Offering costs paid		(11,961,888	)
Net cash provided by financing activities		576,846,586
Net change in cash		624,152
Cash - beginning of the period		-
Cash - end of the period	$	624,152
Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	$	70,000
Offering costs paid by related party under promissory note	$	177,142
Deferred underwriting commissions	$	20,125,000

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

MSD ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 — Description of Organization and Business Operations

MSD Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 5, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”).

As of ~~September 30~~March 31, ~~2021~~2022, the Company had not yet commenced operations. All activity for the period from February 5, 2021 (inception) through ~~September 30~~March 31, ~~2021~~2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company ~~will~~ ~~generate~~generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. ~~The Company has selected December 31 as its fiscal year end.~~

The Company’s sponsor is MSD Sponsor Holdings, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 24, 2021. On March 29, 2021, the Company consummated its Initial Public Offering of 57,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 7,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $575.0 million, and incurring offering costs of approximately $33 million, of which approximately $20.1 million was for deferred underwriting commissions (see Note 68). Each Unit consists of one Class A ordinary share and one-fifth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 78).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 9,333,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $14.0 million (see Note 45).

Upon the closing of Initial Public Offering and the Private Placement, $575.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and will be invested in United States “government securities” within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less (“Government Securities”) or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations (“Money Market Funds” and collectively with Government Securities, the “Trust Investments”), 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’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public 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. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, 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 business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 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).

MSD ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~The per-share amount to be distributed TOto ~~UNAUDITED~~Public ~~CONDENSED~~Shareholders ~~FINANCIAL~~who ~~STATEMENTS~~redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 8). These Public Shares were recorded at a redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). 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 applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which was adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a Public Shareholder on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 7) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor.

~~The~~Notwithstanding ~~per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by~~ the ~~deferred underwriting commissions~~foregoing, the Company’s ~~will~~Amended ~~pay~~and toRestated ~~the~~Memorandum ~~underwriters~~and ~~(as~~Articles ~~discussed~~of inAssociation ~~Note~~provides ~~6).~~that ~~These~~a Public ~~Shares were recorded at a redemption value and classified as temporary equity~~Shareholder, intogether ~~accordance~~ with ~~Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)~~any ~~Topic~~affiliate ~~480~~of ~~“Distinguishing Liabilities from Equity” (“ASC 480”). In~~ such ~~case,~~shareholder ~~the~~or ~~Company~~any ~~will~~other ~~proceed~~person with ~~a Business~~whom ~~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~~acting ~~required~~in byconcert ~~applicable law~~ or ~~stock~~as ~~exchange listing requirements and the Company does not decide to hold~~ a ~~shareholder~~“group” ~~vote~~(as ~~for business or other reasons, the~~defined ~~Company~~under ~~will,~~Section ~~pursuant~~13 ~~to the amended and restated memorandum and articles~~ of ~~association which was adopted by~~ the ~~Company~~Securities ~~upon~~Exchange ~~the~~Act ~~consummation~~ of ~~the~~1934, ~~Initial~~as ~~Public~~amended ~~Offering~~ (the “~~Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and~~ Exchange ~~Commission (the “SEC~~Act”)), ~~and~~will ~~file~~be ~~tender~~restricted ~~offer~~from ~~documents~~redeeming ~~with~~its the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares ~~in conjunction~~ with arespect ~~proxy solicitation pursuant~~ to ~~the~~more ~~proxy~~than ~~rules~~an ~~and~~aggregate ~~not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective~~ of 15% ~~whether they vote for~~ or ~~against the~~more proposed transaction or whether they were a Public Shareholder on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the ~~Founder~~Class ~~Shares~~A ~~prior to~~ordinary ~~this~~shares ~~Initial~~sold ~~Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined~~ in ~~Note 5) and any Public Shares purchased during or after~~ the Initial Public Offering ~~in favor of a Business Combination. In addition~~, ~~the Initial Shareholders~~ agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the ~~Sponsor~~Company.

~~Notwithstanding the~~The ~~foregoing~~Company’s Sponsor, officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) ~~will~~to ~~provide~~modify ~~that~~the asubstance ~~Public~~or ~~Shareholder, together~~timing ~~with~~of ~~any~~the ~~affiliate~~Company’s ofobligation ~~such~~to ~~shareholder~~allow orthe ~~any~~redemption ~~other~~of ~~person~~its Public Shares in connection with a ~~whom~~Business ~~such~~Combination ~~shareholder~~or isto ~~acting~~redeem 100% inof ~~concert~~its orPublic asShares if the Company does not complete a ~~“group” (as~~Business ~~defined~~Combination ~~under~~within ~~Section~~24 13months from the closing of the ~~Securities~~Initial ~~Exchange~~Public ~~Act~~Offering, ofor ~~1934~~March 29, as2023 ~~amended~~ (the “~~Exchange~~Combination ~~Act~~Period”)), ~~will~~or be(B) ~~restricted from redeeming its shares~~ with respect to ~~more~~any other ~~than~~provisions anrelating ~~aggregate~~to ~~of 15%~~shareholders’ rights or ~~more~~pre-initial ofbusiness ~~the~~combination ~~Class~~activity, Aunless ~~ordinary~~the ~~shares~~Company ~~sold~~provides in the ~~Initial~~ Public ~~Offering,~~Shareholders ~~without~~with the ~~prior~~opportunity ~~consent~~to ofredeem ~~the~~their ~~Company~~Class A ordinary shares in conjunction with any such amendment.

The Company’s Sponsor, officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 29, 2023 (the “Combination Period”), or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less taxes payable and up to $100,000 of interest to pay dissolution expenses).

MSD ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~In connection with the redemption TOof 100% ~~UNAUDITED~~of ~~CONDENSED~~the ~~FINANCIAL~~Company’s ~~STATEMENTS~~outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less taxes payable and up to $100,000 of interest to pay dissolution expenses).

The Initial Shareholders 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 Shareholders should acquire Public Shares in or after the Initial 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 a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 68) 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 Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution in the Trust Account will be less than the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor 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 other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 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 the 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 underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 vendors, service providers (except the Company’s independent registered public accounting firm), 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. There can be no guarantee that the Company will be successful in obtaining such waivers from its targeted vendors and service providers.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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~~ that apply to non-emerging growth companies but any such an 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 or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies ~~adopt~~ adopt the new or revised standard. This may make comparison of the Company’s ~~unaudited~~ condensed financial statements 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.

MSD ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~NOTES TO~~Liquidity ~~UNAUDITED~~and ~~CONDENSED~~Going ~~FINANCIAL STATEMENTS~~Concern

~~Liquidity~~As of March 31, 2022, the Company had approximately $357,000 in its operating bank account and ~~Capital~~working ~~Resources~~capital of approximately $769,000.

AsThe ofCompany’s ~~September~~liquidity 30needs through March 31, ~~2021~~2022 were satisfied through $25,000 paid by the ~~Company~~Sponsor ~~had~~to cover certain expenses in exchange for the issuance of the Founder Shares, a loan of approximately $~~0.6~~192,000 ~~million~~from inthe ~~its~~Sponsor ~~operating~~pursuant ~~bank~~to ~~account~~the Note (as defined in Note 6), and ~~working~~the ~~capital~~proceeds from the consummation of ~~approximately~~the Private Placement not held in the Trust Account of $1.2.5 million. The Company repaid the Note in full on March 30, 2021. In addition, 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, provide the Company Working Capital Loans (as defined in Note 6). As of March 31, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan.

~~The~~In connection with the Company’s ~~liquidity~~assessment ~~needs~~of ~~through~~going ~~September~~concern ~~30,~~considerations ~~2021~~in ~~were~~accordance ~~satisfied~~with ~~through~~FASB ~~$25,000 paid~~ASC byTopic ~~the~~205-40, ~~Sponsor~~“Presentation toof ~~cover~~Financial ~~certain~~Statements ~~expenses~~- ~~in exchange~~Going ~~for the issuance of the Founder Shares~~Concern,” amanagement ~~loan~~has ofdetermined ~~approximately~~that ~~$192,000 from~~ the ~~Sponsor~~mandatory ~~pursuant~~liquidation toand ~~the~~subsequent ~~Note~~dissolution ~~(as~~raises ~~defined~~substantial indoubt ~~Note~~about the ~~5),~~Company’s ~~and~~ability ~~the~~to ~~proceeds~~continue ~~from~~as ~~the~~a ~~consummation~~going ofconcern. ~~the~~No ~~Private~~adjustments ~~Placement~~have ~~not~~been ~~held~~made into the ~~Trust~~carrying ~~Account~~amounts of ~~$2.5 million.~~assets ~~The~~or ~~Company repaid~~liabilities should the ~~Note~~Company inbe ~~full~~required onto liquidate after March 3029, ~~2021~~2023. InThe ~~addition,~~condensed infinancial ~~order~~statements todo ~~finance~~not ~~transaction~~include ~~costs~~any inadjustment ~~connection with a Business Combination, the~~that ~~Sponsor~~might orbe annecessary ~~affiliate~~if of the ~~Sponsor, or certain of the~~ Company’s ~~officers~~is ~~and~~unable ~~directors may, but are not obligated~~ to, ~~provide the~~continue ~~Company Working Capital Loans (~~as ~~defined~~a ingoing ~~Note 5)~~concern. AsThe ofCompany ~~September~~intends ~~30,~~to ~~2021,~~complete ~~there~~the ~~were~~proposed noBusiness ~~amounts~~Combination before ~~outstanding~~the ~~under~~mandatory ~~any~~liquidation ~~Working Capital Loan~~date.

~~Based~~Note ~~on the~~2 ~~foregoing,~~— ~~management~~Basis ~~believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate~~ of ~~the Sponsor, or certain of the Company’s officers~~ Presentation and ~~directors~~Summary ~~to meet its needs through the earlier~~ of ~~the~~Significant ~~consummation of~~Accounting a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.Policies

Note 2 —Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they doare not ~~include~~required ~~all~~for ofinterim ~~the~~financial ~~information~~statements under U.S. GAAP and ~~footnotes~~the ~~required~~rules byof ~~GAAP~~the SEC. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the ~~periods~~period presented. Operating results for the three months ended ~~September~~March 31, 302022, ~~2021~~ and from the period from February 5, 2021 (inception) through ~~September~~March 3031, ~~2021~~ 2022 are not necessarily indicative of the results that may be expected through December 31, ~~2021~~2022, or any future period.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the ~~10Q,~~Annual ~~Current~~ Report on Form 8 10-K ~~and the final prospectus~~ filed by the Company with the SEC on ~~August 11, 2021, April 2, 2021 and~~ March 24, ~~2021, respectively~~2022.

Revision to Previously Reported Financial Statements

In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should revise its financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering (including exercise of the over-allotment option) and in accordance with ASC 480. The change in the carrying value of the redeemable shares of Class A ordinary shares at the Initial Public Offering resulted in a decrease of approximately $5.8 million in additional paid-in capital and an increase of approximately $39.9 million to accumulated deficit, as well as a reclassification of 4,565,014 Class A ordinary shares from permanent equity to temporary equity. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued financial statement included as an exhibit to the Company’s Form 8-K filed with the SEC on April 2, 2021 and Form 10-Qs will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation, and an explanatory footnote will be provided.

MSD ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The impact of the revision to the unaudited condensed balance sheets as of March 31, 2021 and June 30, 2021, is a reclassification of $47.8 million and $51.5 million, from total shareholders’ equity to Class A ordinary shares subject to possible redemption. There is no impact to the reported amounts for total assets, total liabilities, net income (loss), or the net income (loss) per share. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company.

Use of Estimates

The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly 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 had no cash equivalents as of ~~September~~March 3031, 2022 and December 31, 2021.

MSD ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Investments Held in Trust Account

The Trust Investments are presented on the condensed balance sheets at fair value at the end of each reporting period. The Trust Investments are comprised of money market funds invested in US government securities. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying ~~unaudited~~ condensed ~~statement~~statements of operations. The estimated fair values of the Trust Investments are determined using available market information.

Concentration of Credit Risk

Financial instruments that potentially ~~subject~~ subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of ~~September~~March 3031, 2022, and December 31, 2021, the Company had 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 Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets, except for the derivative warrant liabilities (see Note 10).

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

MSD ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity” (“ASC 815-40”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The 11,500,000 Public Warrants and the 9,333,333 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s ~~unaudited~~ condensed ~~statement~~statements of operations. The initial estimated fair value of the Public Warrants iswas measured at fair value using a Monte Carlo simulation. ~~For~~Since ~~periods~~the ~~where~~Public noWarrants ~~observable~~were being traded ~~price~~in isan ~~available~~active market, the fair value of the Public Warrants have been measured using a ~~Monte~~the ~~Carlo~~publicly ~~simulation~~observable trading price. The estimated fair value of the Private Placement Warrants is measured at fair value using a Black-Scholes option pricing model. The determination of the fair value of the stock purchase warrants may be subject to change as more current information becomes available and accordingly the actual results could differ significantly.

The agreement between the Company and a certain investor, providing for the investor to purchase up to $50,000,000 of units, with each unit consisting of one Class A ordinary share and one-fifth of one warrant to purchase one Class A ordinary share, at a purchase price of $10.00 per unit in a private placement concurrently with the closing of the initial Business Combination, is recognized as a derivative liability in accordance with ASC 815-40. Accordingly, the Company recognizes the instrument as a liability at fair value and with changes in fair value recognized in the Company’s unaudited condensed statement of operations. The fair value of the forward purchase agreement is determined as the estimated unit value less the net present value of the forward purchase agreement.9

MSD ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The agreement between the Company and a certain investor, providing for the investor to purchase up to $50,000,000 of units, with each unit consisting of one Class A ordinary share and one-fifth of one warrant to purchase one Class A ordinary share, at a purchase price of $10.00 per unit in a private placement concurrently with the closing of the initial Business Combination, is recognized as a derivative liability in accordance with ASC 815-40. Accordingly, the Company recognizes the instrument as a liability at fair value and with changes in fair value recognized in the Company’s condensed statements of operations. The fair value of the forward purchase agreement is measured at fair value using a Black-Scholes option pricing model.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the ~~condensed~~ statements of operations. Offering costs associated with the Class A ordinary ~~shares~~ shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The ~~Company~~ Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require ~~the~~ the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 57,500,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s ~~unaudited~~ condensed balance ~~sheet~~sheets.

10The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method views the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

MSD ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Income Taxes

The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of ~~September~~March 3031, 2022 and December 31, 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.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial ~~statement~~statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

MSD ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ~~common~~ordinary share is calculated by dividing the net income (loss) by the weighted average ~~shares~~ of ordinary shares outstanding for the respective period. This presentation assumes a business combination as the most likely outcome.

The calculation of diluted net income (loss) per ordinary shares does not consider the effect of the warrants issued in connection with the Initial Public Offering (including ~~exercise~~ exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 20,833,333 Class A ordinary shares since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the three months ended ~~September~~March 3031, ~~2021~~2022 and for the period from February 5, 2021 (inception) through ~~September~~March 3031, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from ~~earnings~~ earnings per share as the redemption value approximates fair value.

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares:

	For the Three Months Ended September 30, 2021				For the Period From February 11, 2021 (Inception) Through September 30, 2021
	For the Three Months Ended March 31, 2022				For The Period From February 5, 2021 (Inception) Through March 31, 2021
	Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per ordinary share:
Numerator:
Allocation of net income (loss)	$	26,~~815~~752,~~484~~116	$	~~703~~1,~~871~~688,029	$	(2648,~~377,695~~139	)	$	(~~722~~2,~~257~~322,496	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		57,500,000		14,375,000		463,~~099~~520,~~138~~408			1412,~~003~~614,~~233~~796
Basic and diluted net income (loss) per ordinary share	$	0.0512	$	0.0512	$	(0.0518	)	$	(0.0518	)

MSD ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Recent Accounting Standards

InManagement ~~August~~does ~~2020,~~not ~~the~~believe ~~FASB~~that ~~issued~~any ~~ASU~~recently ~~No. 2020-06~~issued, ~~Debt—Debt~~but ~~with~~not ~~Conversion~~yet 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”)effective, ~~which simplifies~~ accounting ~~for~~standards ~~convertible~~if ~~instruments~~currently byadopted ~~removing~~would ~~major~~have ~~separation~~a ~~models~~material ~~required~~effect 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 also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on ~~February 5, 2021 (inception) using~~ the ~~modified retrospective method for transition. Adoption of ASU 2020-06 did not impact the Company’s~~accompanying condensed financial ~~position, results of operations or cash flows~~statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Note 3 — Initial Public Offering

On March 29, 2021, the Company consummated its Initial Public Offering of 57,500,000 Units, including 7,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $575.0 million, and incurring offering costs of approximately $33 million, of which approximately $20.1 million was for deferred underwriting commissions.

Each unit had an offering price of $10.00 and consisted of one Class A ordinary share and one-fifth of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 78).

MSD ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 4 — Private Placement

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 9,333,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $14.0 million.

Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable except as described below in Note 79 and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Note 5 — Related Party Transactions

Founder Shares

On February 11, 2021, the Sponsor paid an aggregate of $25,000 for certain offering expenses on behalf of the Company in exchange for issuance of 14,375,000 Class B ordinary shares (the “Founder Shares”). The Sponsor agreed to forfeit up to an aggregate of 1,875,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 29, 2021, the underwriter fully exercised its over-allotment option; thus, these 1,875,000 Founder Shares were no longer subject to forfeiture.

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

MSD ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Forward Purchase Agreement

On March 24, 2021, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with the certain investor (the “Forward Purchase Investor”), pursuant to which the Forward Purchase Investor agreed to purchase up to $50,000,000 of forward purchase units. Each forward purchase unit (“Forward Purchase Unit”) will consist of one Class A ordinary share (the “Forward Purchase Shares”) and one-fifth of one warrant to purchase one Class A ordinary share (the “Forward Purchase Warrants”), and will be sold at a purchase price of $10.00 per Forward Purchase Unit in a private placement concurrently with the closing of the initial Business Combination. The obligations of the Forward Purchase Investor under the Forward Purchase Agreement do not depend on whether any Class A ordinary shares held by Public Shareholders are redeemed by the Company and the amount of Forward Purchase Units sold pursuant to the Forward Purchase Agreement will be subject to the Forward Purchase Investor’s sole discretion. The proceeds from the sale of the Forward Purchase Units may be used as part of the consideration to the sellers in the initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post-transaction company. The Forward Purchase Shares will generally be identical to the Class A ordinary shares included in the Units sold in the Initial Public Offering, except that they will be entitled to certain registration rights. The Forward Purchase Warrants will have the same terms as the Private Placement Warrants so long as they are held by MSD Partners or its permitted assignees and transferees.

Related Party Loans and Advances

On February 8, 2021, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. As of March 29, 2021, the Company borrowed approximately $192,000 under the Note. The Company repaid the Note in full on March 30, 2021. Subsequent to the repayment, the facility was no longer available to the Company.

In addition, in order to fund working capital deficiencies or 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 may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible 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. 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. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans.12

MSD ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

In addition, in order to fund working capital deficiencies or 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 may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible 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. 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. As of March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans.

Administrative Services Agreement

On March 24, 2021, the Company entered into an agreement that provided that, commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business Combination or the liquidation, the Company agreed to pay the Sponsor up to $10,000 per ~~month~~ month for office space, administrative support and other services provided to members of the Company’s management team. For the ~~three~~ three months ended ~~September~~March 3031, ~~2021~~2022 and for the period from February 5, 2021 (inception) through ~~September~~March 3031, 2021, the Company incurred ~~expenses~~ expenses of approximately $30,000 and $7010,000, ~~respectively,~~ under this agreement, respectively. As of ~~September~~March 3031, 2022 and December 31, 2021, there was no amount due for services in connection with such agreement.

In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account. No such amounts were reimbursed or accrued for as of ~~September~~March 3031, 2022 and December 31, 2021.

MSD ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 6 — Commitments and Contingencies

Registration and Shareholder Rights

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of ~~this~~our final prospectus to purchase up to 7,500,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On March 29, 2021, the underwriters fully exercised its over-allotment option.

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $11.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $20.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

MSD ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 ~~this~~these condensed financial ~~statement~~statements. The condensed financial ~~statement~~ ~~does~~statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements.

Note 7 — Class A Ordinary Shares Subject to Possible Redemption

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of ~~September~~March 3031, 2022 and December 31, 2021, there were 57,500,000 Class A ordinary shares outstanding, all of which were subject to possible redemption.

The Class A ordinary shares subject to possible redemption reflected on the condensed balance ~~sheet~~sheets is reconciled on the following table:

Gross proceeds	$	575,000,000
Less:
Fair value of Public Warrants at issuance		(12,190,000	)
Offering costs allocated to Class A ordinary shares subject to possible redemption		(31,636,571	)
Plus:
Accretion of Class A ordinary shares subject to possible redemption amount		43,826,571
Class A ordinary shares subject to possible redemption	$	575,000,000

Note 8 — Shareholders’ Deficit

Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. As of March 31, 2022 and December 31, 2021, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of March 31, 2022 and December 31, 2021, there were 57,500,000 Class A ordinary shares issued and outstanding, which were all subject to possible redemption and have been classified as temporary equity (see Note 8).

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. On February 11, 2021, the Company issued 14,375,000 Class B ordinary shares. Of these, up to 1,875,000 Class B ordinary shares were subject to forfeiture to the Company by the Initial Shareholders for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Class B ordinary shares would collectively represent 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. On March 29, 2021, the underwriter fully exercised its over-allotment option; thus, these 1,875,000 Class B ordinary shares were no longer subject to forfeiture. As of March 31, 2022 and December 31, 2021, there were 14,375,000 Class B ordinary shares issued and outstanding.

MSD ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 8 — Shareholders’ Equity

Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. As of September 30, 2021, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021, there were 57,500,000 Class A ordinary shares issued and outstanding, which were all subject to possible redemption and have been classified as temporary equity (see Note 7).

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. On February 11, 2021, the Company issued 14,375,000 Class B ordinary shares. Of these, up to 1,875,000 Class B ordinary shares were subject to forfeiture to the Company by the Initial Shareholders for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Class B ordinary shares would collectively represent 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. On March 29, 2021, the underwriter fully exercised its over-allotment option; thus, these 1,875,000 Class B ordinary shares were no longer subject to forfeiture.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law; provided that only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of the initial Business Combination.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Note 9 — Warrants

As of ~~September~~March 3031, 2022 and December 31, 2021, there were 20,833,333 warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants were issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later ~~than~~ than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

MSD ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price See “— Redemption of warrants when the price per class A ordinary share equals or exceeds $18.00” and “— Redemption of warrants when the price per class A ordinary share equals or exceeds $10.00” (as described below).

MSD ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants and 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 a Business Combination, subject to certain limited exceptions, (ii) except as described below, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees and (iii) the Sponsor or its permitted transferees will have the option to exercise the Private Placement Warrants on a cashless basis and have certain registration rights. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00:

Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

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

●

if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period.

MSD ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00:

Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants):

●

in whole and not in part;

●

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares;

●

if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

MSD ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

●

if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Note 10 — Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of ~~September~~March 3031, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

March 31, 2022

Description

Quoted Prices in Active Markets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Other Unobservable Inputs (Level 3)

Assets:

Investments held in Trust Account - money market funds

575,~~028~~098,~~505~~560

Liabilities:

Derivative liabilities - Public warrants

138,~~225~~970,000

Derivative liabilities - Private placement warrants

107,~~802~~452,~~400~~916

Derivative liabilities - Forward purchase agreement

81730,~~685~~392

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants for $12,995,000 was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in May 2021. There were no other transfers to/from Levels 1, 2, and 3 during the three and for the period from February 5, 2021 (inception) through September 30, 2021.

December 31, 2021
Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - money market funds	$	575,040,654	$	-	$	-

Liabilities:
Derivative liabilities - Public warrants	$	13,800,000	$	-	$	-
Derivative liabilities - Private placement warrants	$	-	$	-	$	11,265,333
Derivative liabilities - Forward purchase agreement	$	-	$	-	$	731,302

Level 1 instruments include investments in money market funds invested in US government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

MSD ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~NOTES~~Transfers TOto/from ~~UNAUDITED~~Levels 1, 2, ~~CONDENSED~~and ~~FINANCIAL~~3 ~~STATEMENTS~~are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants for $12,995,000 was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in May 2021. There were no transfers to/from Levels 1, 2, and 3 during the three months ended March 31, 2022, or for the period from February 5, 2021 (inception ) through March 31, 2021.

~~For~~Level ~~periods~~1 ~~where~~instruments ~~no observable~~include ~~traded price is available, the fair value of the Public Warrants is measured at fair value using a Monte Carlo simulation.~~investments The estimated fair value of the Private Placement Warrants is measured at fair value using a Black-Scholes option pricing model. The fair value of the forward purchase agreement is determined as the estimated unit value less the net present value of the forward purchase agreement. The estimated fair value of the Public Warrants and the Private Placement Warrants, prior to the Public Warrants being traded in anmoney ~~active~~ market, isfunds ~~determined~~invested ~~using Level 3 inputs. Inherent~~ in aUS ~~Monte~~government ~~Carlo~~securities ~~simulation~~ and aderivative ~~Black-Scholes~~warrant ~~model~~liabilities ~~are~~(Public ~~assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield~~Warrants). The Company ~~estimates~~uses ~~the volatility of its~~inputs ~~warrants~~such ~~based~~as onactual ~~implied~~trade ~~volatility from the Company’s traded warrants~~data, ~~once~~quoted ~~the~~market ~~Public~~prices ~~Warrants~~from ~~were~~dealers ~~traded~~or ~~in active market~~brokers, and ~~from~~other historical volatility of select peer company’s shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar sources to ~~the~~determine ~~expected remaining life of~~ the ~~warrants.~~fair ~~The~~value ~~expected life~~ of ~~the warrants is assumed to be equivalent to their remaining contractual term. The dividend~~its ~~rate is based on the historical rate, which the Company anticipates remaining at zero~~investments. ~~Any changes in these assumptions can change the valuation significantly.~~

The initial estimated fair value of the Public Warrants was measured at fair value using a Monte Carlo simulation. Since the Public Warrants were being traded in an active market, the fair value of Public Warrants have been measured using the publicly observable trading price. As of March 31, 2022, and December 31, 2021, the fair value of the Private Placement Warrants and forward purchase agreement are measured using a Black-Scholes option pricing model. The estimated fair value of the Public Warrants, Private Placement Warrants, and forward purchase agreement, prior to the Public Warrants being traded in an active market, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation and a Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants, once the Public Warrants were traded in active market, and from historical volatility of select peer company’s shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. Any changes in these assumptions can change the valuation significantly.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:

	Initial Fair Value			September 30, 2021
	March 31, 2022			December 31, 2021
Exercise price	$	11.50		$	11.50
Unit price	$	109.0380		$	10.0100
Volatility		105.0% - 2010.0%5	%		105.0% - 16.3	%
Term (years)		65.000			5.62
Risk-free rate		1.1306% -2.42	%		0.24% - 1.0032	%

The change in the fair ~~value~~ value of derivative liabilities, measured using Level 3 inputs, for the three months ended ~~September~~March 3031, ~~2021~~2022 and ~~for~~from the period from ~~February~~ February 5, 2021, (inception) through ~~September~~March 3031, 2021, is summarized as follows:

Derivative liabilities at February 5, 2021 (inception)	$	-
Derivative liabilities at December 31, 2021	$	11,996,635
Issuance of derivative liabilities - Warrant Liabilites		22,262,530
Change in fair value of derivative liabilities		(3,813,327	)
Issuance of derivative liabilities - FPA		791,800
Derivative liabilities at March 31, 2022	$	8,183,308
Change in fair value of derivative liabilities		1,341,670
Derivative liabilities at March 31, 2021		24,396,000
Transfer of Public Warrants to Level 1		(12,995,000	)
Change in fair value of derivative liabilities		1,486,437
Derivative liabilities at June 30, 2021		12,887,437
Change in fair value of derivative liaiblites		(2,003,352	)
Derivative liabilities at September 30, 2021	$	10,884,085

Derivative liabilities at February 5, 2021 (inception)	$	-
Issuance of derivative liabilities - Warrant Liabilities		22,262,530
Issuance of derivative liabilities - FPA		791,800
Change in fair value of derivative liabilities		1,341,670
Derivative liabilities at March 31, 2021	$	24,396,000

Note 11 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred up to the date the condensed financial statements were issued. Based upon this review, ~~except as set forth above,~~ the Company did not identify any subsequent events that would ~~have~~require ~~required~~ adjustment to the condensed financial statements to or disclosure in the condensed financial statements.

~~Item~~ ITEM 2. ~~Management~~MANAGEMENT’sS ~~Discussion~~DISCUSSION ~~and~~AND ~~Analysis~~ANALYSIS ofOF ~~Financial~~FINANCIAL ~~Condition~~CONDITION ~~and~~AND ~~Results~~RESULTS ofOF ~~Operations.~~OPERATIONS

References to the “Company,” “MSD Acquisition Corp.,” “MSD Acquisition,” “our,” “us” or “we” refer to MSD Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the ~~unaudited interim~~ condensed financial statements and the notes thereto contained elsewhere in this report. Certain ~~information~~ information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. ~~Factors~~Such forward-looking statements relate to future events or future performance, but reflect management’s current ~~that~~beliefs, ~~might~~based on information currently available. A number of factors could cause actual events, performance or ~~contribute~~results to ~~such~~differ amaterially from ~~discrepancy~~the ~~include~~events, ~~but~~performance ~~are~~and ~~not~~results ~~limited~~discussed in the forward-looking statements. For information identifying important factors that could cause actual results to, differ materially from those ~~described~~anticipated in ~~our~~the ~~other~~forward-looking statements, please refer to the Risk Factors section of this Quarterly Report and the Risk Factors section of the Form 10-K for the 2021 fiscal year that was filed with the SEC on March 24, 2022. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on February 5, 2021. We were formed for the purpose of effecting a Business Combination. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

~~The~~As ~~registration~~of ~~statement~~March 31, 2022, ~~for~~we ~~our~~had ~~Initial~~not ~~Public~~yet ~~Offering~~commenced ~~was~~operations. ~~declared~~All ~~effective~~activity onfor ~~March~~the 24period from February 5, 2021. On(inception) through March 2931, ~~2021,~~2022 werelates ~~consummated~~to our formation and the initial public offering (the “Initial Public Offering”), which is described below, and, subsequent to the ~~generating~~Initial ~~gross~~Public ~~proceeds~~Offering, ofidentifying ~~$575~~a target company for a Business Combination.0 ~~million,~~We ~~and~~will ~~incurring~~not ~~offering~~generate ~~costs~~any ofoperating ~~approximately~~revenues ~~$33~~until ~~million,~~after the completion of ~~which~~its ~~approximately~~initial ~~$20~~Business Combination, at the earliest.1 ~~million~~We generate non-operating income in the form of interest income from ~~was~~the ~~for~~proceeds ~~deferred~~derived ~~underwriting~~from ~~commissions~~the ~~(see~~Initial ~~Note~~Public 6)Offering.

~~Simultaneously~~The ~~with~~registration ~~the~~statement ~~closing~~for ofour ~~the~~ Initial Public Offering was declared effective on March 24, 2021. On March 29, 2021, we consummated ~~the~~our ~~Private~~Initial ~~Placement,~~Public atOffering generating agross ~~price~~proceeds of $1575.500 ~~per~~million, ~~Private~~and ~~Placement~~incurring ~~Warrant~~offering ~~with~~costs ~~the Sponsor,~~of ~~generating~~approximately ~~gross~~$33 ~~proceeds~~million, of which approximately $1420.01 million was for deferred underwriting commissions (see Note 47).

~~Upon~~Simultaneously ~~the~~with the closing of the Initial Public Offering, ~~and~~we consummated the Private Placement, ~~$575.0~~at ~~million~~a (price of $101.0050 per ~~Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the~~ Private Placement ~~were~~Warrant ~~placed in the Trust Account~~ with ~~Continental Stock Transfer & Trust Company acting as trustee and will be invested in~~ the ~~Trust Investments~~ Sponsor, ~~until~~generating ~~the~~gross ~~earlier~~proceeds of: ~~(i)~~$14.0 ~~the~~million ~~completion of a Business Combination and~~ (~~ii)~~see ~~the distribution~~Note ~~of the Trust Account as described below~~5).

~~Our~~Upon ~~management has broad discretion with respect to~~ the ~~specific~~closing ~~application~~ of ~~the net proceeds of its~~ Initial Public Offering and the ~~sale of the~~ Private Placement ~~Warrants~~, ~~although~~$575.0 ~~substantially~~million ~~all~~($10.00 per Unit) of the net proceeds ~~are~~of ~~intended~~the toInitial bePublic ~~applied~~Offering ~~generally~~and ~~toward consummating a Business Combination.~~certain ~~Our~~of ~~initial~~the ~~Business~~proceeds ~~Combination~~of ~~must~~the bePrivate ~~with~~Placement ~~one~~were orplaced ~~more~~in ~~operating~~the ~~businesses~~Trust orAccount ~~assets~~ with aContinental ~~fair~~Stock ~~market~~Transfer ~~value~~& ~~equal~~Trust toCompany atacting ~~least 80%~~as oftrustee ~~the~~and ~~net~~will ~~assets~~be ~~held~~invested in the Trust ~~Account~~Investments, ~~(excluding~~until the ~~deferred~~earlier ~~underwriting~~of: ~~commissions and taxes payable on the income earned on the Trust Account~~(i) at the ~~time~~completion weof ~~sign~~ a ~~definitive agreement in connection with the initial~~ Business Combination. ~~However,~~and we(ii) ~~will only~~the ~~complete~~distribution ~~a Business Combination if the post-Business Combination company owns or acquires 50% or more~~ of the ~~outstanding~~Trust ~~voting~~Account ~~securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register~~ as andescribed ~~investment company under the Investment Company Act~~below.

If we are unable to complete a Business Combination within the Combination Period, we 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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. 19

19Our management has broad discretion with respect to the specific application of the net proceeds of its Initial Public 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. Our initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time we sign a definitive agreement in connection with the initial Business Combination. However, we 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 business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

~~Liquidity~~If we are unable to complete a Business Combination within the Combination Period, we 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 (which interest shall be net of taxes payable and up ~~Capital~~to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption ~~Resources~~will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

AsLiquidity ~~of September 30, 2021, the Company had $0.6 million in its operating bank account~~ and ~~working capital of approximately $1.2 million.~~Going Concern

~~The~~As ~~Company’s~~of ~~liquidity needs~~March ~~through September 30~~31, ~~2021 were satisfied through $25~~2022,~~000 paid by the Sponsor to cover certain expenses in exchange for the issuance~~ of the ~~Founder~~Company ~~Shares,~~had ~~a loan of~~ approximately $~~192~~357,000 ~~from~~in ~~the~~its ~~Sponsor~~operating ~~pursuant~~bank toaccount ~~the Note (as defined in Note 5),~~ and ~~the~~working ~~proceeds from~~capital ~~the consummation~~ of ~~the~~approximately ~~Private Placement not held in the Trust Account of~~ $~~2.5 million. The Company repaid the Note in full on March 30~~769, ~~2021~~000. In addition, 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, provide the Company Working Capital Loans (as defined in Note 5). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan.

~~Based~~The onCompany’s ~~the~~liquidity needs ~~foregoing~~through March 31, ~~management~~ ~~believes~~2022 ~~that~~were wesatisfied ~~will~~through ~~have~~$25,000 ~~sufficient~~paid ~~working~~by ~~capital~~the ~~and~~Sponsor ~~borrowing~~to ~~capacity~~cover ~~from~~certain ~~our~~expenses ~~Sponsor~~in orexchange anfor ~~affiliate~~the issuance of ~~our~~the ~~Sponsor~~Founder Shares, or ~~certain~~a loan of ~~our~~approximately ~~officers~~$192,000 ~~and~~from ~~directors~~the Sponsor pursuant to ~~meet~~the ~~its~~Note ~~needs~~(as ~~through~~defined ~~the~~in ~~earlier~~Note of6), and the proceeds from the consummation of athe ~~Business~~Private ~~Combination~~Placement ornot ~~one~~held ~~year from~~in ~~this~~the ~~filing.~~Trust ~~Over~~Account ~~this~~of ~~time~~$2.5 ~~period,~~million. weThe ~~will~~Company berepaid ~~using~~the ~~these~~Note ~~funds~~in ~~for~~full ~~paying~~on ~~existing~~March 30, ~~accounts~~2021. ~~payable~~In addition, ~~identifying~~in ~~and~~order ~~evaluating prospective~~to ~~initial~~finance transaction costs in connection with a Business Combination, ~~candidates~~the Sponsor or an affiliate of the Sponsor, ~~performing~~or ~~due~~certain ~~diligence~~of onthe ~~prospective~~Company’s ~~target~~officers ~~businesses~~and directors may, ~~paying~~but ~~for~~are ~~travel~~not ~~expenditures~~obligated to, ~~selecting~~ provide the ~~target~~Company ~~business~~Working toCapital Loans ~~merge~~(as ~~with~~defined orin ~~acquire~~Note 6). As of March 31, and ~~structuring,~~December ~~negotiating~~31 ~~and~~2021 ~~consummating~~there ~~the~~were ~~Business~~no ~~Combination~~amounts outstanding under any Working Capital Loan.

~~Management~~In ~~continues~~connection with our toassessment ~~evaluate~~of ~~the~~going ~~impact~~concern ofconsiderations ~~the~~in ~~COVID-19~~accordance ~~pandemic~~with onFASB ~~the~~ASC ~~industry~~Topic ~~and~~205-40, ~~has~~“Presentation ~~concluded~~of ~~that~~Financial ~~while~~Statements it- isGoing Concern,” ~~reasonably~~management ~~possible~~has determined that the ~~virus could~~mandatory ~~have~~liquidation aand ~~negative~~subsequent ~~effect~~dissolution onraises substantial doubt about our ability ~~financial~~to ~~position,~~continue ~~results~~as ofa ~~our~~going ~~operations~~concern. ~~and/or~~No ~~search~~adjustments ~~for~~have abeen ~~target~~made ~~company,~~to the ~~specific~~carrying ~~impact is~~amounts ~~not~~of ~~readily~~assets ~~determinable~~or asliabilities ofshould ~~the~~we ~~date~~be ofrequired to ~~the~~liquidate ~~unaudited~~after ~~condensed~~March ~~financial~~29, ~~statements~~2023. The ~~unaudited~~ condensed financial statements do not include any ~~adjustments~~adjustment that might ~~result~~be ~~from~~necessary if we are unable to continue as a going concern. The Company intends to complete the ~~outcome~~proposed ofBusiness ~~this~~Combination ~~uncertainty~~before the mandatory liquidation date.

~~Results~~Management continues to evaluate the impact of ~~Operations~~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 our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Our~~In ~~entire~~February ~~activity~~2022, ~~since~~the ~~inception~~Russian upFederation toand ~~September~~Belarus 30commenced a military action with the country of Ukraine. As a result of this action, ~~2021~~various ~~was~~nations, inincluding the ~~preparation~~United ~~for~~States, ~~our~~have ~~formation~~instituted ~~and~~economic sanctions against the ~~Initial~~Russian ~~Public~~Federation ~~Offering~~and Belarus. WeFurther, ~~will~~the ~~not~~impact beof ~~generating~~this ~~any~~action and ~~operating~~related ~~revenues~~sanctions ~~until~~on the ~~closing~~world economy are not determinable as of the date of these condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and ~~completion~~cash flows is also not determinable as of ~~our~~the ~~initial~~date ~~Business~~of ~~Combination~~these condensed financial statements.

For the three months ended September 30, 2021, we had net income of approximately $3,519,000, which consisted of income from investments held in the Trust Account of approximately $7,000 and approximately $3,728,000 non-operating gain resulting from the change in fair value of derivative liabilities, offset by approximately $186,000 in general and administrative expense and approximately $30,000 in related party general and related party expenses.20

~~For~~Results ~~the period from February 5, 2021 (inception) through ended September 30, 2021, we had net loss~~ of approximately $3,100,000, which consisted of approximately $514,000 in general and administrative expense, approximately $70,000 in related party general and related party expenses, approximately $697,000 of offering costs associated with the issuance of our Public Warrants, and approximately $1,846,000 non-operating loss resulting from the change in fair value of derivative liabilities, offset by income from investments held in the Trust Account of approximately $29,000.Operations

~~Contractual~~Our ~~Obligations~~entire activity since inception up to March 31, 2022 was in preparation for our formation and the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective Business Combination. We will not be generating any operating revenues until the closing and completion of our initial Business Combination.

~~Registration~~For the three months ended March 31, 2021, we had net income of approximately $8,440,000, which consisted of approximately $8,643,000 non-operating gain resulting from the change in fair value of derivative liabilities and ~~Shareholder~~income ~~Rights~~from investments held in the Trust Account of approximately $58,000, partially offset by approximately $231,000 in general and administrative expense, and $30,000 in related party general and administrative expenses.

~~The holders~~For of the ~~Founder~~period ~~Shares~~from February 5, ~~Private~~2021 ~~Placement~~(inception) ~~Warrants~~through ~~and~~ended ~~warrants~~March ~~that~~31, ~~may~~2021, bewe ~~issued~~had ~~upon~~net ~~conversion~~loss of ~~Working~~approximately ~~Capital~~$2,970,000, ~~Loans~~which ~~(and any~~consisted ~~Class A ordinary shares issuable upon the exercise~~ of ~~the~~approximately ~~Private~~$130,000 in ~~Placement~~general ~~Warrants~~ and ~~warrants~~administrative ~~that~~expense, ~~may~~approximately be$10,000 ~~issued~~in ~~upon~~related ~~conversion of~~party ~~Working~~general ~~Capital Loans) were entitled to registration rights pursuant to a registration~~ and ~~shareholder~~administrative ~~rights~~expenses, ~~agreement~~approximately ~~signed upon~~$697,000 ~~the effective date~~ of ~~the~~offering ~~Initial~~costs ~~Public~~associated ~~Offering.~~derivative ~~The holders of these securities were entitled to make up to three demands~~liabilities, ~~excluding short~~and ~~form~~approximately ~~demands~~$2,133,000 ~~that~~non-operating weloss ~~register~~resulting ~~such~~from ~~securities. In addition,~~ the ~~holders~~change ~~have~~in ~~certain “piggy-back” registration rights~~fair ~~with~~value ~~respect to registration statements filed subsequent to the completion~~ of ~~the~~derivative ~~initial~~liabilities, ~~Business~~offset ~~Combination.~~by Weincome ~~will~~from ~~bear~~investments ~~the~~held ~~expenses incurred~~ in ~~connection with~~ the ~~filing~~Trust Account of ~~any such registration statements~~$397.

20Contractual Obligations

~~Underwriting~~Registration ~~Agreement~~and Shareholder Rights

WeThe ~~granted~~holders of the ~~underwriters~~Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a ~~45-day~~registration ~~option~~and ~~from~~shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of ~~this~~these ~~prospectus~~securities were entitled to ~~purchase~~make up to 7three demands,~~500~~ excluding short form demands,~~000~~ that ~~additional~~we ~~Units~~register atsuch securities. In addition, the ~~Initial~~holders ~~Public~~have ~~Offering~~certain ~~price~~“piggy-back” ~~less~~registration rights with respect to registration statements filed subsequent to the ~~underwriting~~completion ~~discounts~~of ~~and~~the ~~commissions~~initial Business Combination. OnWe ~~March~~will ~~29,~~bear ~~2021,~~the expenses incurred in connection with the ~~underwriter~~filing ~~fully~~of ~~exercised~~any ~~its~~such ~~over-allotment~~registration ~~option~~statements.

~~The~~Pursuant to ~~underwriters~~the ~~were entitled~~forward purchase agreement, the Company has agreed to anuse ~~underwriting~~reasonable ~~discount~~best ofefforts ~~$0.20~~(i) ~~per~~to ~~unit,~~file orwithin ~~$11.5~~30 ~~million~~days inafter the ~~aggregate,~~closing of ~~paid~~the ~~upon~~initial business combination a registration statement with the ~~closing~~SEC for a secondary offering of the ~~Initial~~forward ~~Public~~purchase shares and ~~Offering.~~the Inforward ~~addition,~~purchase ~~$0.35~~warrants ~~per~~(and ~~unit~~underlying Class A ordinary shares), or(ii) ~~approximately~~to ~~$20.1~~cause ~~million~~such registration statement to be declared effective promptly thereafter but in ~~the~~no ~~aggregate~~event ~~will~~later bethan ~~payable~~sixty (60) days after the initial filing, (iii) to maintain the ~~underwriters~~effectiveness ~~for~~of ~~deferred~~such registration ~~underwriting~~statement ~~commissions.~~until ~~The~~the ~~deferred~~earliest ~~fee~~of ~~will~~(A) ~~become~~the ~~payable~~date on which the sponsor or its assignees cease to hold the ~~underwriters~~securities ~~from~~covered thereby and (B) the ~~amounts~~date ~~held~~all inof the ~~Trust~~securities ~~Account~~covered ~~solely~~thereby in can be sold publicly without restriction or limitation under Rule 144 under the ~~event~~Securities Act ~~that~~and we(iv) ~~complete~~after asuch ~~Business~~registration ~~Combination~~statement is declared effective, causes the Company to conduct firm commitment underwritten offerings, subject to ~~the~~certain ~~terms~~limitations. ofIn addition, the ~~underwriting~~forward purchase agreement provides for “piggy-back” registration rights to the holders of forward purchase securities to include their securities in other registration statements filed by the Company.

~~Critical~~Underwriting ~~Accounting Policies~~Agreement

~~Derivative~~We ~~Liabilities~~granted the underwriters a 45-day option from the date of our final prospectus to purchase up to 7,500,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On March 29, 2021, the underwriter fully exercised its over-allotment option.

WeThe dounderwriters ~~not use derivative~~were ~~instruments~~entitled to ~~hedge~~an ~~exposures~~underwriting todiscount ~~cash~~of ~~flow,~~$0.20 ~~market~~per unit, or ~~foreign~~$11.5 ~~currency~~million ~~risks.~~in Wethe ~~evaluate~~aggregate, ~~all~~paid ofupon ~~our~~the ~~financial~~closing ~~instruments,~~of ~~including issued~~the ~~stock~~Initial ~~purchase~~Public Offering. ~~warrants~~In ~~and~~addition, ~~forward~~$0.35 ~~purchase~~per ~~agreements~~unit, toor ~~determine~~approximately if$20.1 ~~such~~million ~~instruments~~in ~~are~~the ~~derivatives~~aggregate orwill ~~contain~~be ~~features~~payable ~~that~~to the underwriters for deferred ~~qualify~~underwriting ascommissions. ~~embedded~~The ~~derivatives,~~deferred ~~pursuant~~fee towill ~~ASC~~become ~~480~~payable ~~and~~to ~~ASC~~the ~~815-40.~~underwriters ~~The~~from ~~classification~~the ofamounts ~~derivative~~held ~~instruments,~~in ~~including~~the ~~whether~~Trust ~~such instruments~~Account ~~should~~solely bein the ~~recorded~~event asthat ~~liabilities~~we orcomplete asa ~~equity~~Business Combination, issubject ~~re-assessed~~to at the ~~end~~terms of ~~each~~the ~~reporting~~underwriting ~~period~~agreement.

The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The initial fair value of the Public Warrants is measured at fair value using a Monte Carlo simulation. The estimated fair value of the Private Placement Warrants is measured at fair value using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly.21

~~The~~Critical ~~agreement between~~Accounting the Company and a certain investor, providing for the investor to purchase up to $50,000,000 of units, with each unit consisting of one Class A ordinary share and one-fifth of one warrant to purchase one Class A ordinary share, at a purchase price of $10.00 per unit in a private placement concurrently with the closing of the initial Business Combination, is recognized as a derivative liability in accordance with ASC 815-40. Accordingly, the Company recognizes the instrument as a liability at fair value and with changes in fair value recognized in the Company’s statement of operations. The fair value of the forward purchase agreement is determined as the estimated unit value less the net present value of the forward purchase agreement.Policies

~~Class~~Derivative ~~A Ordinary Shares Subject to Possible Redemption~~Liabilities

We ~~account~~do ~~for~~not ~~our~~use ~~Class~~derivative instruments Ato ~~ordinary~~hedge ~~shares~~exposures ~~subject~~ to ~~possible~~cash ~~redemption~~flow, inmarket, ~~accordance~~or ~~with~~foreign ~~the~~currency ~~guidance in ASC 480~~risks. ~~Class~~We Aevaluate ~~ordinary~~all ~~shares~~of ~~subject~~our tofinancial ~~mandatory~~instruments, ~~redemption (if any) are~~including ~~classified~~issued asstock ~~liability~~purchase ~~instruments~~warrants and ~~are~~forward ~~measured~~purchase atagreements, ~~fair~~to ~~value.~~determine ~~Conditionally~~if ~~redeemable~~such ~~Class~~instruments ~~A ordinary shares (including Class A ordinary shares that feature redemption rights that~~ are ~~either~~derivatives ~~within the control of the holder~~ or ~~subject~~contain tofeatures ~~redemption upon the occurrence~~that ofqualify ~~uncertain events not solely within our control) are classified~~ as ~~temporary~~embedded ~~equity. At all other times~~derivatives, ~~Class~~pursuant ~~A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered~~ to beASC ~~outside of~~480 ~~our control~~ and ~~subject~~ASC to815-40. ~~the~~The ~~occurrence~~classification of ~~uncertain~~derivative ~~future events. Accordingly~~instruments, ~~57,500,000~~including ~~Class~~whether Asuch instruments ~~ordinary~~should ~~shares~~be ~~subject~~recorded toas ~~possible redemption~~liabilities ~~are~~or ~~presented~~ as ~~temporary~~ equity, ~~outside~~is ofre-assessed at the ~~shareholders’~~end ~~equity section~~ of ~~our~~each ~~unaudited~~reporting ~~condensed balance sheet~~period.

~~Effective~~The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognized the warrant ~~closing~~instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period until they are exercised. The liabilities are subject to re-measurement at each balance sheet date until exercised. The estimated fair value of the Public Warrants issued in connection with the Initial Public Offering ~~(including~~were ~~exercise~~initially estimated using a Monte Carlo simulation model. For periods where no observable traded price is available, the fair value continues to be estimated using a Monte Carlo simulation. The fair value of the Private ~~over~~Placement Warrants is determined using a Black-~~allotment~~Scholes option), wepricing ~~recognized~~model. ~~the~~The ~~accretion~~determination ~~from~~of ~~initial~~the ~~book~~fair value of the warrant liability may be subject to ~~redemption~~change ~~amount,~~as more current information becomes available and accordingly the actual results could differ significantly. ~~which~~Derivative ~~resulted~~warrant inliabilities ~~charges~~are ~~against~~classified ~~additional~~as ~~paid~~non-incurrent ~~capital~~liabilities (as their liquidation is not reasonably expected to require the use ~~extent~~of ~~available)~~current ~~and~~assets ~~accumulated~~or ~~deficit~~require the creation of current liabilities.

21The agreement between the Company and a certain investor, providing for the investor to purchase up to $50,000,000 of units, with each unit consisting of one Class A ordinary share and one-fifth of one warrant to purchase one Class A ordinary share, at a purchase price of $10.00 per unit in a private placement concurrently with the closing of the initial Business Combination, is recognized as a derivative liability in accordance with ASC 815-40. Accordingly, the Company recognizes the instrument as a liability at fair value and with changes in fair value recognized in the Company’s condensed statements of operations. The fair value of the forward purchase agreement is measured at fair value using a Black-Scholes option pricing model.

~~Net~~Class ~~Income~~A ~~(Loss)~~Ordinary Shares ~~per~~Subject ~~Ordinary~~to ~~Share~~Possible Redemption

We ~~comply~~account ~~with~~for ~~accounting~~our ~~and~~Class A ~~disclosure~~ordinary ~~requirements of~~shares ~~FASB~~subject ~~ASC~~to ~~Topic~~possible ~~260,~~redemption ~~“Earnings~~in ~~Per~~accordance ~~Share.”~~with Wethe ~~have~~guidance ~~two~~in ~~classes~~ASC of480. Class A ordinary shares, ~~which~~subject ~~are~~to mandatory ~~referred~~redemption to(if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares ~~and~~(including Class BA ordinary shares. ~~Income~~that ~~and~~feature ~~losses~~redemption rights that are ~~shared~~either ~~pro~~within ~~rata~~the ~~between~~control of the ~~two~~holder ~~classes~~or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that ~~Net~~are ~~income~~considered ~~(loss)~~to ~~per~~be ~~common~~outside ~~share~~of isour ~~calculated~~control byand ~~dividing~~subject to the ~~net~~occurrence ~~income~~of ~~(loss)~~uncertain byfuture ~~the~~events. ~~weighted~~Accordingly, ~~average~~57,500,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of ~~ordinary~~the ~~shares~~shareholders’ ~~outstanding~~equity section of ~~for~~our ~~the~~condensed ~~respective~~balance ~~period~~sheets.

~~The~~We ~~calculation~~recognize ofchanges in ~~diluted~~redemption ~~net~~value ~~income~~immediately ~~(loss)~~as ~~per ordinary~~they ~~shares~~occur ~~does~~and ~~not~~adjusts ~~consider~~ the ~~effect~~carrying value of the ~~warrants~~Class ~~issued~~A inordinary ~~connection~~shares ~~with~~subject ~~the~~to ~~Initial~~possible ~~Public~~redemption to ~~Offering~~equal ~~(including~~the ~~exercise of~~redemption value at the ~~over-allotment~~end ~~option)~~of ~~and~~each ~~the~~reporting ~~Private~~period. ~~Placement~~This tomethod ~~purchase~~views anthe ~~aggregate~~end of ~~20,833,333~~the ~~Class~~reporting Aperiod ~~ordinary~~as ~~shares~~if ~~since~~it ~~their~~were ~~inclusion~~also ~~would~~the beredemption ~~anti-dilutive~~date ~~under~~for the ~~treasury stock method~~security. As aEffective ~~result,~~with ~~diluted~~the ~~net~~closing ~~income~~of ~~(loss) per share is~~ the ~~same~~Initial asPublic ~~basic~~Offering ~~net income~~ (~~loss)~~including ~~per~~exercise ~~share~~of ~~for~~ the ~~three months ended September 30~~over-allotment option), ~~2021~~we ~~and~~recognized ~~for~~ the ~~period~~accretion from ~~February 5,~~initial ~~2021~~book ~~(inception)~~value ~~through~~to ~~September~~redemption 30amount, ~~2021.~~which ~~Accretion~~resulted ~~associated~~in ~~with~~charges ~~the~~against ~~redeemable~~additional ~~Class A ordinary shares is excluded from~~paid-in ~~earnings~~capital ~~per~~(to ~~share as~~ the ~~redemption~~extent ~~value~~available) ~~approximates~~and ~~fair~~accumulated ~~value~~deficit.

~~Recent~~Net ~~Accounting~~Income ~~Standards~~(Loss) per Ordinary Share

InWe ~~August~~comply ~~2020,~~with ~~the FASB~~accounting ~~issued~~and ~~ASU~~disclosure ~~2020-06,~~requirements ~~which~~of ~~simplifies~~FASB ~~accounting~~ASC ~~for~~Topic ~~convertible~~260, ~~instruments~~“Earnings byPer ~~removing~~Share.” ~~major~~We ~~separation~~have ~~models~~two ~~required~~classes ~~under~~of ~~current GAAP.~~shares, ~~The~~which ~~ASU~~are ~~also~~referred to ~~removes~~as ~~certain~~Class ~~settlement~~A ~~conditions~~ordinary ~~that~~shares ~~are~~and ~~required~~Class ~~for~~B ~~equity-linked~~ordinary ~~contracts~~shares. toIncome ~~qualify~~and ~~for~~losses ~~the~~are ~~derivative~~shared ~~scope exception~~pro ~~and~~rata itbetween ~~also simplifies~~ the ~~diluted~~two ~~earnings~~classes ~~per~~of ~~share~~shares. ~~calculation~~This presentation inassumes ~~certain~~a ~~areas.~~business Wecombination ~~early~~as ~~adopted~~ the ~~ASU~~most onlikely ~~February~~outcome. ~~5, 2021~~Net income (~~inception~~loss) ~~using~~per ~~the~~ordinary ~~modified~~share ~~retrospective~~is ~~method~~calculated ~~for~~by ~~transition.~~dividing the ~~Adoption~~net ofincome ~~the~~(loss) ~~ASU~~by ~~did~~the ~~not~~weighted ~~impact~~average ~~our~~ordinary ~~financial~~shares ~~position,~~outstanding ~~results of~~for ~~operations~~the orrespective ~~cash flows~~period.

~~Our~~The ~~management~~calculation of diluted net income (loss) per ordinary shares does not ~~believe~~ ~~that~~consider ~~any~~the ~~other~~effect ~~recently~~of the warrants issued, ~~but~~in ~~not~~connection ~~yet~~with ~~effective,~~the ~~accounting~~Initial ~~standards~~Public Offering ~~updates,~~(including ifexercise ~~currently~~of ~~adopted~~the over-allotment option) and the Private Placement to purchase an aggregate of 20,833,333 Class A ordinary shares since their inclusion would ~~have~~be anti-dilutive under the treasury stock method. As a ~~material~~result, diluted net income (loss) per share ~~effect~~is onthe same as basic net income (loss) per share for the ~~accompanying~~three ~~financial~~months ~~statement~~ended March 31, 2022 and for the period from February 5, 2021 (inception) through March 31, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

~~Off-Balance Sheet Arrangements~~22

AsRecent ~~of September 30, 2021, we did not have any~~Accounting ~~off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.~~Standards

Our management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement.

Off-Balance Sheet Arrangements

As of March 31, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item. As of September 30, 2021, we were not subject to any market or interest rate risk. The net proceeds of the Initial Public Offering, including amounts in the Trust Account, will be invested in the Trust Investments. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

We have not engaged in any hedging activities since our inception and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended ~~September 30~~March 31, ~~2021~~2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based ~~upon~~on ~~that~~this evaluation, our principal executive officer and principal financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective as of March 31, 2022, because of a material weakness in ~~light~~our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the ~~Securities~~Company’s ~~and~~annual ~~Exchange~~or ~~Commission~~interim ~~(“SEC”)~~financial statements will not be prevented or detected on a timely ~~Staff~~basis. ~~Statement~~Specifically, ~~our~~the ~~Certifying~~Company’s ~~Officers~~management has concluded that our ~~disclosure~~control ~~controls~~around the interpretation and ~~procedures~~accounting ~~were~~for ~~effective~~certain complex asfeatures of ~~September~~the Class A ordinary shares and warrants issued by the Company, and the presentation of earnings per share was not effectively designed or maintained. This material weakness resulted in the restatement of the Company’s interim financial statements for the quarters ended March 31, 2021 and June 30, 2021. Additionally, this material weakness could result in a misstatement of the carrying value of Class A ordinary shares and warrants, and related accounts and disclosures, and presentation of earnings per share that would result in a material misstatement of the financial statements that would not be prevented or detected on a timely basis. As a result, our management performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with generally accepted accounting principles in the United States of America. Accordingly, management believes that the financial statements included in this quarterly report on form 10-Q present fairly, in all material respects, our financial position, result of operations and cash flows of the periods presented. Management understands that the accounting standards applicable to our financial statements are complex and has since the inception of the Company benefited from the support of experienced third-party professionals with whom management has regularly consulted with respect to accounting issues. Management intends to continue to further consult with such professionals in connection with accounting matters.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

22We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

~~There~~Other ~~was~~than as described below, there were no ~~change~~changes in our internal control over financial reporting ~~that~~(as ~~occurred~~such ~~during~~term ~~the~~is ~~fiscal~~defined ~~quarter~~in ~~ended~~Rules ~~September~~13a-15(f) and ~~30,~~15d-15(f) ~~2021~~of ~~covered~~the byExchange ~~this~~Act) ~~Quarterly~~during ~~Report~~the onmost ~~Form~~recent ~~10-Q~~fiscal quarter that ~~has~~ have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting. ~~The material weakness discussed below was remediated during the quarter ended September 30, 2021.~~

~~Remediation~~Following their initial identification of a ~~Material~~material ~~Weakness~~weakness inover ~~Internal~~financial reporting, including during the period covered by this report, our ~~Control~~principal executive officer and principal financial officer have performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex features of the Class A ordinary shares and warrants issued by the Company, and the presentation of earnings per share. The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over ~~Financial~~financial ~~Reporting~~reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

We recognize the importance of the control environment as it sets the overall tone for the Company and is the foundation for all other components of internal control. Consequently, we designed and implemented remediation measures to address the material weakness previously identified in the 2nd quarter of 2021 and enhance our internal control over financial reporting. In light of the material weakness, we enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our condensed consolidated financial statements, including providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The foregoing actions, which we believe remediated the material weakness in internal control over financial reporting, were completed as of the date of September 30, 2021.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

AsFactors that could cause our actual results to differ materially from those in this report are any of the ~~date~~risks ofdisclosed ~~this~~in ~~Quarterly~~our Annual Report on Form 10-QK, ~~there~~which ~~have~~was ~~been~~filed nowith ~~material~~the SEC ~~changes~~on toMarch ~~the~~24, ~~risk~~2022. Any of these factors ~~disclosed~~could result in a significant or material adverse effect on our ~~final~~results ~~prospectus~~of ~~filed~~operations ~~with~~or ~~the~~financial condition. ~~SEC~~Additional onrisk ~~March~~factors ~~25,~~not ~~2021~~presently known to us or that we currently deem immaterial may also impair our business or results of operations.

~~Item~~The 2.information ~~Unregistered~~presented below ~~Sales~~updates, ofand ~~Equity~~should ~~Securities~~be ~~and~~read ~~Use~~in ofconjunction ~~Proceeds~~with, the risk factors disclosed in our Annual Report on Form 10-K, which was filed with the SEC on March 24, 2022.

~~Simultaneously~~Changes ~~with~~in ~~the closing~~laws ofor ~~the~~regulations, ~~Initial~~or ~~Public~~a ~~Offering,~~failure to wecomply ~~consummated~~with ~~the~~any ~~Private~~laws ~~Placement~~and ~~of 9~~regulations,~~333,333~~ ~~warrants,~~may atadversely aaffect ~~price~~our ofbusiness, ~~$1.50~~including ~~per~~our ~~Private~~ability ~~Placement Warrant~~to ~~with~~negotiate ~~the~~and ~~Sponsor,~~complete ~~generating~~our ~~gross~~Business Combination ~~proceeds~~and results of ~~$14~~operations.~~0 million (see Note 4).~~

OfWe ~~the~~are ~~gross~~subject ~~proceeds~~to ~~received~~laws ~~from~~and ~~the~~regulations ~~Initial~~enacted ~~Public~~by ~~Offering~~national, regional and ~~the~~local ~~full~~governments. ~~exercise~~In ofparticular, ~~the~~we ~~option~~are required to ~~purchase~~comply ~~additional~~with ~~Shares~~certain SEC and other legal requirements. Compliance with, ~~$575~~and monitoring of,~~000,000~~ ~~was~~applicable ~~placed~~laws inand ~~the~~regulations ~~Trust~~may ~~Account~~be difficult, time consuming and costly. ~~The~~Those ~~net~~laws and regulations and their ~~proceeds~~interpretation ofand ~~the~~application ~~Initial~~may ~~Public~~also ~~Offering~~change from time to time and ~~certain~~those ~~proceeds~~changes ~~from~~could have a material adverse effect on the ~~Private~~business, investments ~~Placement~~and ~~are~~results ~~invested~~of inour Uoperations.S. ~~government~~In ~~treasury~~addition, ~~bills with~~ a ~~maturity~~failure ofto ~~180~~comply ~~days~~with applicable laws or ~~less~~regulations, ~~and~~as ininterpreted ~~money~~and ~~market~~applied, could ~~funds~~have ~~meeting~~a ~~certain~~material ~~conditions~~adverse ~~under~~effect ~~Rule~~on ~~2a-7~~our ~~under~~business, ~~the~~including ~~Investment~~our ~~Company Act~~ability ~~which~~to ~~invest~~negotiate ~~only~~and incomplete ~~direct~~our ~~U.S.~~Business ~~government~~Combination ~~treasury~~and ~~obligations~~results of operations.

WeOn ~~paid~~March a30, ~~total~~2022, the SEC issued proposed rules (the “2022 Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of ~~approximately~~projections ~~$11.5~~in ~~million~~SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in ~~underwriting~~proposed ~~discounts~~business combination transactions; and ~~commissions~~the ~~related~~extent to which SPACs could become subject to regulation under the ~~Initial~~Investment ~~Public~~Company ~~Offering~~Act. InThe ~~addition~~2022 Proposed Rules, if adopted, whether in the ~~underwriters~~form ~~agreed~~proposed toor ~~defer~~in ~~$20.1~~revised ~~million~~form, and certain positions and legal conclusions expressed by the SEC in ~~underwriting~~connection ~~discounts~~with the 2022 Proposed Rules may materially adversely affect our ability to negotiate and ~~commissions~~complete our Business Combination and may increase the costs and time related thereto.

~~Item 3. Defaults upon Senior Securities~~24

~~None~~Our search for a Business Combination, and any target business with which we may ultimately consummate a Business Combination, may be materially adversely affected by the geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and the status of debt and equity markets, as well as protectionist legislation in markets around the world.

~~Item~~United 4States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022. ~~Mine~~In ~~Safety~~response ~~Disclosures~~to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

~~Not~~Any ~~applicable~~of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine and subsequent sanctions, could adversely affect our search for a Business Combination and any target business with which we may ultimately consummate a Business Combination. The extent and duration of the Russian invasion of Ukraine, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in the “Risk Factors” section of our Annual Report on Form 10-K. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate a Business Combination, or the operations of a target business with which we may ultimately consummate a Business Combination, may be materially adversely affected.

~~Item~~In 5.addition, ~~Other~~the ~~Information~~recent invasion of Ukraine by Russia, and the impact of sanctions against Russia and the potential for retaliatory acts from Russia, could result in increased cyber-attacks against U.S. companies.

~~None~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

24Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 9,333,333 warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $14.0 million (see Note 5).

Of the gross proceeds received from the Initial Public Offering and the full exercise of the option to purchase additional Shares, $575,000,000 was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the Private Placement are invested in U.S. government treasury bills with a maturity of 180 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

We paid a total of approximately $11.5 million in underwriting discounts and commissions related to the Initial Public Offering. In addition, the underwriters agreed to defer $20.1 million in underwriting discounts and commissions.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibit Number		Description
10.1		Letter Agreement, dated March 14, 2022, by and between MSD Acquisition Corp. and Allen Shim(1)
31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

25(1) Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on March 15, 2022.

SIGNATURE

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

Dated: November 5, 2021	MSD ACQUISITION CORP.
Dated: May 10, 2022	MSD ACQUISITION CORP.
	By:	/s/ Gregg Lemkau
	Name:	Gregg Lemkau
	Title:	Chief Executive Officer

Dated: May 10, 2022

	By:	/s/ John Cardoso
	Name:	John Cardoso
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Filing Compare · MSD ACQUISITION CORP. / NEW