falseQ1--12-310001837739FLUnits, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant00-0000000 Assumes the Public Warrants were reclassified on March 31, 2021. 0001837739 2022-01-01 2022-03-31 0001837739 2021-12-31 0001837739 2022-03-31 0001837739 2021-01-01 2021-03-31 0001837739 2020-12-31 0001837739 2021-03-31 0001837739 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2022-03-31 0001837739 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2022-03-31 0001837739 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2022-03-31 0001837739 us-gaap:FairValueMeasurementsRecurringMember 2022-03-31 0001837739 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember claa:PrivateWarrantsMember 2022-03-31 0001837739 claa:PrivateWarrantsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2022-03-31 0001837739 claa:PrivateWarrantsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2022-03-31 0001837739 us-gaap:FairValueMeasurementsRecurringMember claa:PrivateWarrantsMember 2022-03-31 0001837739 claa:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2022-03-31 0001837739 claa:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2022-03-31 0001837739 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember claa:PublicWarrantsMember 2022-03-31 0001837739 claa:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2022-03-31 0001837739 us-gaap:IPOMember us-gaap:CommonClassAMember 2022-03-31 0001837739 us-gaap:CommonClassAMember claa:PublicWarrantsMember us-gaap:IPOMember 2022-03-31 0001837739 us-gaap:IPOMember 2022-03-31 0001837739 us-gaap:USTreasurySecuritiesMember 2022-03-31 0001837739 us-gaap:CommonClassAMember 2022-03-31 0001837739 us-gaap:CommonClassBMember 2022-03-31 0001837739 us-gaap:IPOMember claa:PublicWarrantsMember 2022-03-31 0001837739 claa:SharePriceLessThanOrEqualsToUsdNinePointTwoMember 2022-03-31 0001837739 claa:SharePriceLessThanOrEqualsToUsdEighteenMember 2022-03-31 0001837739 us-gaap:CommonClassAMember claa:SharePriceLessThanOrEqualsToUsdEighteenMember 2022-03-31 0001837739 claa:SharePriceLessThanOrEqualsToUsdEighteenMember claa:PublicWarrantsMember 2022-03-31 0001837739 us-gaap:CommonClassAMember claa:SharePriceMoreThanOrEqualsToUsdEighteenMember 2022-03-31 0001837739 srt:MinimumMember claa:SponsorMember 2022-03-31 0001837739 claa:PublicWarrantsMember 2022-03-31 0001837739 us-gaap:MeasurementInputSharePriceMember us-gaap:FairValueInputsLevel3Member claa:PrivatePlacementWarrantsMember 2022-03-31 0001837739 us-gaap:MeasurementInputExercisePriceMember us-gaap:FairValueInputsLevel3Member claa:PrivatePlacementWarrantsMember 2022-03-31 0001837739 claa:PostBusinessCombinationTargetCompanyMember 2022-03-31 0001837739 claa:PrivatePlacementWarrantsMember claa:SponsorMember 2022-03-31 0001837739 us-gaap:CashMember 2022-03-31 0001837739 claa:ColonnadeSponsorLlcMember 2022-03-31 0001837739 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001837739 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001837739 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0001837739 us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001837739 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember claa:PrivateWarrantsMember 2021-12-31 0001837739 claa:PrivateWarrantsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2021-12-31 0001837739 claa:PrivateWarrantsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0001837739 claa:PrivateWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001837739 claa:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001837739 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember claa:PublicWarrantsMember 2021-12-31 0001837739 claa:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0001837739 claa:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001837739 us-gaap:USTreasurySecuritiesMember 2021-12-31 0001837739 us-gaap:CommonClassAMember 2021-12-31 0001837739 us-gaap:CommonClassBMember 2021-12-31 0001837739 us-gaap:MeasurementInputSharePriceMember us-gaap:FairValueInputsLevel3Member claa:PrivatePlacementWarrantsMember 2021-12-31 0001837739 us-gaap:MeasurementInputExercisePriceMember us-gaap:FairValueInputsLevel3Member claa:PrivatePlacementWarrantsMember 2021-12-31 0001837739 claa:SponsorMember us-gaap:CommonClassBMember 2021-12-31 0001837739 us-gaap:CommonClassAMember us-gaap:IPOMember 2022-01-01 2022-03-31 0001837739 us-gaap:CommonClassBMember 2022-01-01 2022-03-31 0001837739 claa:ClassAOrdinarySharesSubjectToPossibleRedemptionMember 2022-01-01 2022-03-31 0001837739 us-gaap:RetainedEarningsMember 2022-01-01 2022-03-31 0001837739 us-gaap:CommonClassAMember 2022-01-01 2022-03-31 0001837739 us-gaap:WarrantMember 2022-01-01 2022-03-31 0001837739 us-gaap:CapitalUnitsMember 2022-01-01 2022-03-31 0001837739 claa:SharePriceLessThanOrEqualsToUsdEighteenMember 2022-01-01 2022-03-31 0001837739 claa:SharePriceLessThanOrEqualsToUsdEighteenMember us-gaap:CommonClassAMember 2022-01-01 2022-03-31 0001837739 claa:SponsorMember 2022-01-01 2022-03-31 0001837739 claa:AffiliateOfSponsorMember claa:AdministrativeSupportAgreementMember 2022-01-01 2022-03-31 0001837739 claa:SharePriceLessThanOrEqualsToUsdNinePointTwoMember 2022-01-01 2022-03-31 0001837739 claa:PublicWarrantsMember 2022-01-01 2022-03-31 0001837739 us-gaap:MeasurementInputExpectedTermMember us-gaap:FairValueInputsLevel3Member claa:PrivatePlacementWarrantsMember 2022-01-01 2022-03-31 0001837739 us-gaap:MeasurementInputPriceVolatilityMember us-gaap:FairValueInputsLevel3Member claa:PrivatePlacementWarrantsMember 2022-01-01 2022-03-31 0001837739 us-gaap:MeasurementInputRiskFreeInterestRateMember us-gaap:FairValueInputsLevel3Member claa:PrivatePlacementWarrantsMember 2022-01-01 2022-03-31 0001837739 us-gaap:MeasurementInputExpectedDividendRateMember us-gaap:FairValueInputsLevel3Member claa:PrivatePlacementWarrantsMember 2022-01-01 2022-03-31 0001837739 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember claa:PublicWarrantsMember 2022-01-01 2022-03-31 0001837739 claa:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2022-01-01 2022-03-31 0001837739 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2022-01-01 2022-03-31 0001837739 us-gaap:IPOMember 2022-01-01 2022-03-31 0001837739 claa:RedeemableCommonClassAMember 2022-01-01 2022-03-31 0001837739 claa:NonRedeemableClassBOrdinarySharesMember 2022-01-01 2022-03-31 0001837739 claa:PrivatePlacementWarrantsMember claa:SponsorMember 2022-01-01 2022-03-31 0001837739 claa:AdministrativeSupportAgreementMember 2022-01-01 2022-03-31 0001837739 us-gaap:FairValueInputsLevel3Member 2022-01-01 2022-03-31 0001837739 us-gaap:PrivatePlacementMember 2022-01-01 2022-03-31 0001837739 us-gaap:CommonClassBMember 2021-01-01 2021-03-31 0001837739 claa:ClassAOrdinarySharesSubjectToPossibleRedemptionMember 2021-01-01 2021-03-31 0001837739 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2021-01-01 2021-03-31 0001837739 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-03-31 0001837739 us-gaap:RetainedEarningsMember 2021-01-01 2021-03-31 0001837739 claa:RedeemableCommonClassAMember 2021-01-01 2021-03-31 0001837739 claa:NonRedeemableClassBOrdinarySharesMember 2021-01-01 2021-03-31 0001837739 claa:AdministrativeSupportAgreementMember 2021-01-01 2021-03-31 0001837739 us-gaap:CommonClassBMember claa:SponsorMember 2021-03-12 2021-03-12 0001837739 us-gaap:IPOMember 2021-03-12 2021-03-12 0001837739 claa:PrivatePlacementWarrantsMember claa:SponsorMember 2021-03-12 2021-03-12 0001837739 us-gaap:IPOMember 2021-03-12 0001837739 us-gaap:MeasurementInputExpectedTermMember us-gaap:FairValueInputsLevel3Member claa:PrivatePlacementWarrantsMember 2021-01-01 2021-12-31 0001837739 us-gaap:MeasurementInputPriceVolatilityMember us-gaap:FairValueInputsLevel3Member claa:PrivatePlacementWarrantsMember 2021-01-01 2021-12-31 0001837739 us-gaap:MeasurementInputRiskFreeInterestRateMember us-gaap:FairValueInputsLevel3Member claa:PrivatePlacementWarrantsMember 2021-01-01 2021-12-31 0001837739 us-gaap:MeasurementInputExpectedDividendRateMember us-gaap:FairValueInputsLevel3Member claa:PrivatePlacementWarrantsMember 2021-01-01 2021-12-31 0001837739 us-gaap:CommonClassAMember 2021-01-01 2021-12-31 0001837739 us-gaap:FairValueInputsLevel3Member 2021-01-01 2021-12-31 0001837739 us-gaap:IPOMember us-gaap:CommonClassAMember 2021-03-15 2021-03-15 0001837739 claa:SponsorMember claa:PrivatePlacementWarrantsMember 2021-02-04 2021-02-04 0001837739 claa:PrivatePlacementWarrantsMember claa:SponsorMember 2021-02-04 0001837739 us-gaap:CommonClassBMember claa:SponsorMember 2020-01-01 2020-12-31 0001837739 us-gaap:CommonClassBMember claa:SponsorMember 2021-02-24 2021-02-24 0001837739 us-gaap:CommonClassBMember claa:SponsorMember 2021-02-24 0001837739 claa:PromissoryNoteMember claa:SponsorMember 2020-12-17 0001837739 us-gaap:SubsequentEventMember claa:PromissoryNoteWithRelatedPartyMember 2022-04-11 0001837739 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember claa:PublicWarrantsMember 2020-11-24 2021-12-31 0001837739 claa:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2020-11-24 2021-12-31 0001837739 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-11-24 2021-12-31 0001837739 claa:PromissoryNoteWithRelatedPartyMember us-gaap:SubsequentEventMember 2022-04-11 2022-04-11 0001837739 us-gaap:CommonClassBMember claa:SponsorMember 2020-12-31 0001837739 claa:WorkingCapitalLoansMember 2022-03-24 2022-03-24 0001837739 us-gaap:CommonClassAMember 2022-05-25 0001837739 us-gaap:CommonClassBMember 2022-05-25 0001837739 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2021-12-31 0001837739 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-12-31 0001837739 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001837739 us-gaap:RetainedEarningsMember 2021-12-31 0001837739 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember claa:PrivatePlacementWarrantsMember 2022-03-31 0001837739 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2022-03-31 0001837739 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-03-31 0001837739 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001837739 us-gaap:RetainedEarningsMember 2022-03-31 0001837739 us-gaap:FairValueInputsLevel3Member 2022-03-31 0001837739 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2020-12-31 0001837739 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2020-12-31 0001837739 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001837739 us-gaap:RetainedEarningsMember 2020-12-31 0001837739 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-03-31 0001837739 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-03-31 0001837739 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001837739 us-gaap:RetainedEarningsMember 2021-03-31 0001837739 us-gaap:FairValueInputsLevel3Member 2020-12-31 0001837739 us-gaap:FairValueInputsLevel3Member 2021-12-31 0001837739 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember claa:PrivatePlacementWarrantsMember 2021-12-31 iso4217:USD xbrli:shares xbrli:pure utr:Day utr:Year iso4217:USD xbrli:shares

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~March~~June 3130, 2022

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

For the transition period from __________ to ________

Commission File No.

001-40184

COLONNADE ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1400 Centrepark Blvd, Ste 810West Palm Beach, FL		33401
1400 Centrepark Blvd, Ste 810 West Palm Beach, FL		33401
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (561)

712-7860

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

Title of each class	~~TradingSymbol(s)~~Trading Symbols	Name of each ~~exchangeon~~exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, andone-fifthof one redeemable warrant	CLAA.U	The New York Stock Exchange
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant	CLAA.U	The New York Stock Exchange
Class A Ordinary Shares, par value $0.0001 per share	CLAA	The New York Stock Exchange
Redeemable warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share	CLAA WS	The New York Stock Exchange

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, a 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.

in Rule 12b-2 of

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 ☐

25As of August 22, 2022, 33,000,000 Class A Ordinary Shares, par value $0.0001 per share, and 8,250,000 Class B Ordinary Shares, par value $0.0001 per share, were issued and outstanding, respectively.

value $0.0001 per share, and

Class B Ordinary Shares, par value $0.0001 per share, were issued and outstanding, respectively.

Table of Contents

COLONNADE ACQUISITION CORP. II

FORM 10-Q FOR

THE QUARTER ENDED ~~MARCH 31~~JUNE 30, 2022

TABLE OF CONTENTS

		Page	~~Page~~
PART 1 – FINANCIAL INFORMATION		1
Item 1.	Financial Statements	~~Financial Statements~~1
	Condensed Balance Sheets (unaudited)	~~Condensed Balance Sheets (unaudited)~~1		3
	Condensed Statements of Operations (unaudited)	~~Condensed Statements of Operations (unaudited)~~2		4
	Condensed Statements of Changes in Shareholders’ Deficit (unaudited)	~~Condensed Statements of Changes in Shareholders’ Deficit (unaudited)~~3		5
	Condensed Statements of Cash Flows (unaudited)	~~Condensed Statements of Cash Flows (unaudited)~~4		6
	Notes to Condensed Financial Statements (unaudited)	~~Notes to Condensed Financial Statements (unaudited)~~5		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~21		21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	~~Quantitative and Qualitative Disclosures about Market Risk~~27		27
Item 4.	Control and Procedures	~~Control and Procedures~~27		27
PART II – OTHER INFORMATION		28
Item 1.	Legal Proceedings	~~Legal Proceedings~~28		29
Item 1A.	Risk Factors	~~Risk Factors~~28		29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	~~Unregistered Sales of Equity Securities and Use of Proceeds~~28		29
Item 3.	Defaults Upon Senior Securities	~~Defaults Upon Senior Securities~~28		29
Item 4.	Mine Safety Disclosures	~~Mine Safety Disclosures~~28		29
Item 5.	Other Information	~~Other Information~~28		29
Item 6.	Exhibits	~~Exhibits~~29		30
SIGNATURES		30		31

~~Table of Contents~~i

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

COLONNADE ACQUISITION CORP. II

CONDENSED BALANCE SHEETS

	March 31,
	June 30,
	2022			December 31,
	(Unaudited)			2021
Assets
Current assets:
Cash	$	~~109~~284,~~674~~606		$	299,837
Prepaid expenses		~~634~~508,~~918~~562			~~630~~680,813
Total current assets		~~744~~793,~~592~~168			980,650
Prepaid expenses –non-current portion		—			125,763
Prepaid expenses – non-current portion		—			125,763
Cash and marketable securities held in trust account		330,~~174~~616,~~862~~894			330,082,791
Total assets	$	~~330~~331,~~919~~410,~~454~~062		$	331,189,204
Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	45,~~922~~707,~~619~~834		$	3,313,965
Promissory note – related party		~~250~~525,000			—
Total current liabilities		56,~~172~~232,~~619~~834			3,313,965
Warrant liabilities		51,~~169~~603,~~040~~333			9,024,880
Deferred underwriters’ discount		10,657,500			10,657,500
Total liabilities		2018,~~999~~493,~~159~~667			22,996,345
Commitments and Contingencies (Note 6)
Commitments and Contingencies
Class A Ordinary Shares subject to possible redemption 33,000,000 at redemption value of $10		330,000,000			330,000,000
Class A Ordinary Shares subject to possible redemption 33,000,000 at redemption value of $10.02 and $10.00 at June 30, 2022 and December 31, 2021, respectively		330,616,894			330,000,000
Shareholders’ deficit:
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—			—
Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; no shares (excluding 33,000,000 shares subject to possible redemption) issued and outstanding		—			—
Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; no shares (excluding 33,000,0000 shares subject to possible redemption) issued and outstanding		—			—
Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 8,250,000 shares issued and outstanding		825			825
Additional paid-in capital		—			—
Accumulated deficit		(2017,~~080~~701,~~530~~324	)		(21,807,966	)
Total shareholders’ deficit		(20,079,705	)		(21,807,141	)
Total Shareholders’ Deficit		(17,700,499	)		(21,807,141	)
Total liabilities, redeemable ordinary shares and shareholders’ deficit	$	330,919,454		$	331,189,204
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit	$	331,410,062		$	331,189,204

See accompanying notes to the unaudited condensed financial statements.

3 1

~~Table~~COLONNADE ofACQUISITION CORP. ~~Contents~~II

~~COLONNADE ACQUISITION CORP. II~~ CONDENSED STATEMENTS OF OPERATIONS

~~CONDENSED STATEMENTS OF~~FOR ~~OPERATIONS~~THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021

~~FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND MARCH 31, 2021~~ (UNAUDITED)

(UNAUDITED)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022			2021
Formation and operating costs	$	1,011,640		$	392,887		$	3,232,115		$	438,950
Loss from operations		(1,011,640	)		(392,887	)		(3,232,115	)		(438,950	)

Other income (expense)
Interest income earned in Trust Account		442,033			24,342			534,104			29,692
Change in fair values of Warrant liabilities		3,565,707			3,502,000			7,421,547			4,052,667
Offering costs allocated to Warrants		—			—			—			(475,053	)
Total other income, net		4,007,740			3,526,342			7,955,651			3,607,306
Net income	$	2,996,100		$	3,133,455		$	4,723,536		$	3,168,356

Weighted average shares outstanding, Class A Ordinary Shares subject to possible redemption		33,000,000			33,000,000			33,000,000			20,237,569
Basic and diluted net income per share, Class A Ordinary Shares subject to possible redemption	$	0.07		$	0.08		$	0.11		$	0.11
Weighted average shares outstanding, Class B Ordinary Shares		8,250,000			8,250,000			8,250,000			7,959,945
Basic and diluted net income per share, Class B Ordinary Shares	$	0.07		$	0.08		$	0.11		$	0.11

	For the Three Months Ended March 31, 2022			For the Three Months Ended March 31, 2021
Formation and operating costs	$	2,220,475		$	46,063
Loss from operations		(2,220,475	)		(46,063	)
Other Income (Expense)
Interest income earned on Trust Account		92,071			5,350
Change in fair value of Warrant liabilities		3,855,840			550,667
Offering costs allocated to Warrants		—			(475,053	)
Total other income, net		3,947,911			80,964
Net income	$	1,727,436		$	34,901
Weighted average shares outstanding, Class A Ordinary Shares subject to possible redemption		33,000,000			33,000,000
Basic and diluted net income per share, Class A Ordinary Shares subject to possible redemption	$	0.04		$	0.00
Weighted average shares outstanding, Class B Ordinary Shares		8,250,000			7,660,112
Basic and diluted net income per share, Class B Ordinary Shares	$	0.04		$	0.00

See accompanying notes to the unaudited condensed financial statements.

~~See accompanying notes to the unaudited condensed financial statements.~~ 2

4COLONNADE ACQUISITION CORP. II

~~Table~~CONDENSED STATEMENTS OF CHANGES ofIN ~~Contents~~SHAREHOLDERS’ DEFICIT

~~COLONNADE ACQUISITION CORP. II~~ (UNAUDITED)

~~CONDENSED STATEMENTS OF~~FOR ~~CHANGES~~THE INTHREE ~~SHAREHOLDERS’~~AND ~~DEFICIT~~SIX MONTHS ENDED JUNE 30, 2022

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND MARCH 31, 2021

	Ordinary Shares
	Class A				Class B				Additional Paid-In		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of January 1, 2022		—	$	—		8,250,000	$	825	$	—	$	(21,807,966	)	$	(21,807,141	)
Net income		—		—		—		—		—		1,727,436			1,727,436
Balance as of March 31, 2022		—		—		8,250,000		825	$	—		(20,080,530	)		(20,079,705	)
Remeasurement of Class A Ordinary Shares to redemption value		—		—		—		—		—		(616,894	)		(616,894	)
Net income		—		—		—		—		—		2,996,100			2,996,100
Balance as of June 30, 2022		—	$	—		8,250,000	$	825	$	—	$	(17,701,324	)	$	(17,700,499	)

~~(UNAUDITED)~~FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

	Ordinary Shares										~~Additional~~						Total
	Class A				Class B						Additional Paid-In			Accumulated			Shareholders’ Equity
	Shares		Amount		Shares			Amount			Capital			Deficit			(Deficit)
Balance as of January 1, 2022		—	$	—		8,250,000		$	825		$	—		$	(21,807,966	)	$	(21,807,141	)
Balance as of January 1, 2021		—	$	—		8,625,000		$	863		$	24,137		$	(3,186	)	$	21,814
Net income		—		—		—			—			—			1,727,436			1,727,436
Sponsor forfeiture of shares		—		—		(375,000	)		(38	)		38			—			—
Balance as of March 31, 2022		—	$	—		8,250,000		$	825		$	—		$	(20,080,530	)	$	(20,079,705	)
Remeasurement of Class A Ordinary Shares to redemption value		—		—		—			—			(24,175	)		(25,534,174	)		(25,558,349	)
Net income		—		—		—			—			—			34,901			34,901
Balance as of March 31, 2021		—		—		8,250,000			825		$	—			(25,502,459	)		(25,501,634	)
Net income		—		—		—			—			—			3,133,455			3,133,455
Balance as of June 30, 2021		—	$	—		8,250,000		$	825		$	—		$	(22,369,004	)	$	(22,368,179	)

	Ordinary Shares										Additional						Total
	Class A				Class B						Paid-In			Accumulated			Shareholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Equity (Deficit)
Balance as of January 1, 2021		—	$	—		8,625,000		$	863		$	24,137		$	(3,186	)	$	21,814
Sponsor forfeiture of shares		—		—		(375,000	)		(38	)		38			—			—
Remeasurement for Class A ordinary shares subject to redemption		—		—		—			—			(24,175	)		(25,534,174	)		(25,558,349	)
Net income		—		—		—			—			—			34,901			34,901
Balance as of March 31, 2021		—	$	—		8,250,000		$	825		$	—		$	(25,502,459	)	$	(25,501,634	)

See accompanying notes to the unaudited condensed financial statements.

~~See accompanying notes to the unaudited condensed financial statements.~~ 3

5COLONNADE ACQUISITION CORP. II

~~Table~~CONDENSED ofSTATEMENTS OF ~~Contents~~CASH FLOWS

~~COLONNADE~~FOR ~~ACQUISITION~~THE ~~CORP.~~SIX IIMONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021

~~CONDENSED STATEMENTS OF CASH FLOWS~~ (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND MARCH 31, 2021

	For the Six Months Ended June 30, 2022			For the Six Months Ended June 30, 2021
Cash Flows from Operating Activities:
Net income	$	4,723,536		$	3,168,356
Adjustments to reconcile net income to net cash used in operating activities:
Interest income earned in trust account		(534,104	)		(29,692	)
Change in fair value of Warrant liabilities		(7,421,547	)		(4,052,667	)
Offering costs allocated to Warrants		—			475,053
Changes in current assets and current liabilities:
Prepaid expenses		298,014			(1,164,254	)
Accounts payable and accrued liabilities		2,393,870			65,546

Net cash used in operating activities		(540,231	)		(1,537,658	)

Cash Flows from Investing Activities:
Investment of cash into trust account		—			(330,000,000	)

Net cash used in investing activities		—			(330,000,000	)

Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriters’ discount		—			323,910,000
Proceeds from issuance of Private Placement Warrants		—			8,600,000
Proceeds from issuance of promissory notes to related party		775,000			115,824
Repayment of promissory note to related party		(250,000	)		(145,824	)
Payments of offering costs		—			(437,755	)

Net cash provided by financing activities		525,000			332,042,245

Net Change in Cash		(15,231	)		504,587
Cash - Beginning		299,837			25,000

Cash - Ending	$	284,606		$	529,587

Supplemental Disclosure of Non-cash Financing Activities:
Initial value of Class A Ordinary Shares subject to possible redemption	$	—		$	298,977,981
Initial value of Warrant liabilities	$	—		$	17,421,333
Change in value of Class A Ordinary Shares subject to possible redemption	$	616,894		$	3,653,836
Deferred underwriting commissions payable charged to additional paid in capital	$	—		$	10,657,500

~~(UNAUDITED)~~See accompanying notes to the unaudited condensed financial statements.

	For the threemonthsended March 31,2022			For the threemonthsended March 31,2021
Cash Flows from Operating Activities:
Net income	$	1,727,436		$	34,901
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on trust account		(92,071	)		(5,350	)
Change in fair value of Warrant liabilities		(3,855,840	)		(550,667	)
Offering costs allocated to Warrants		—			475,053
Changes in current assets and current liabilities:
Prepaid assets		171,658			(1,336,212	)
Accounts payable		1,608,654			40,000
Net cash used in operating activities		(440,163	)		(1,342,275	)
Cash Flows from Investing Activities:
Investment of cash into trust account		—			(330,000,000	)
Net cash used in investing activities		—			(330,000,000	)
Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriters’ discount		—			323,910,000
Proceeds from issuance of Private Placement Warrants		—			8,600,000
Proceeds from issuance of promissory note to related party		250,000			115,824
Repayment of promissory note to related party		—			(145,824	)
Payments of offering costs		—			(437,755	)
Net cash provided by financing activities		250,000			332,042,245
Net Change in Cash		(190,163	)		699,970
Cash - Beginning		299,837			25,000
Cash - Ending	$	109,674		$	724,970
Supplemental Disclosure of Non-cash Financing Activities:
Deferred underwriting commissions payable charged to additional paid in capital	$	—		$	10,657,500

~~See~~COLONNADE ACQUISITION ~~accompanying notes to the unaudited condensed financial statements~~CORP. II

6NOTES TO CONDENSED FINANCIAL STATEMENTS

~~Table~~June of30, ~~Contents~~2022

~~COLONNADE ACQUISITION CORP. II~~ (Unaudited)

~~NOTES~~Note 1 TO— ~~CONDENSED~~Organization ~~FINANCIAL~~and ~~STATEMENTS~~Business Operations

~~Note 1 —~~ Organization and ~~Business Operations~~ General

~~Organization~~Colonnade Acquisition Corp. II (the “Company”) was incorporated in Cayman Islands on November 24, 2020. The Company was formed for the purpose of entering into a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a business combination. The Company is an early stage and ~~General~~emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has selected December 31 as its fiscal year end.

~~Colonnade~~As ~~Acquisition~~of ~~Corp.~~June II30, (2022, the “Company”) ~~was~~had ~~incorporated~~not inyet commenced ~~Cayman~~any ~~Islands~~operations. onAll ~~November~~activity ~~24,~~through ~~2020.~~June ~~The~~30, ~~Company~~2022, ~~was~~relates ~~formed~~to ~~for~~ the ~~purpose~~Company’s offormation ~~entering~~and ~~into~~the aInitial ~~merger,~~Public ~~capital~~Offering (the ~~share~~“IPO” ~~exchange,~~or ~~asset~~“Initial ~~acquisition,~~Public ~~share~~Offering”) ~~purchase~~described below, ~~reorganization~~and orafter ~~similar~~the ~~business~~Initial ~~combination~~Public ~~with~~Offering, ~~one~~to orseeking ~~more~~a target ~~businesses~~for (aits ~~“Business~~initial business combination”). The Company iswill not ~~limited~~generate toany aoperating ~~particular~~revenues ~~industry~~until orafter ~~geographic~~the ~~region~~completion ~~for~~of ~~purposes~~its ofinitial business ~~consummating~~combination, aat ~~Business~~the ~~combination~~earliest. The Company iswill angenerate ~~early~~non-operating ~~stage~~income ~~and~~in ~~emerging~~the ~~growth~~form ~~company~~of ~~and,~~interest asincome ~~such,~~on ~~the~~cash ~~Company~~and iscash equivalents ~~subject~~from ~~to all of~~ the ~~risks~~proceeds ~~associated~~derived ~~with~~from ~~early~~the ~~stage~~IPO, and ~~emerging~~will ~~growth~~recognize ~~companies.~~other ~~The~~income ~~Company~~or ~~has~~expense ~~selected~~related ~~December 31~~to asthe ~~its~~change ~~fiscal~~in ~~year~~fair ~~end.~~value of Warrant liabilities.

~~non-operating~~Financing

~~Financing~~The registration statement for the Company’s IPO was declared effective on March 9, 2021 (the “Effective Date”). On March 12, 2021, the Company consummated the IPO of 33,000,000 units (the “Units” and, with respect to the Class A Ordinary Shares included in the Units offered in the IPO, the “Public Shares”), including the partial exercise by the underwriters of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $330,000,000, which is discussed in Note 4.

~~units~~Simultaneously with (the ~~“Units”~~closing ~~and,~~of ~~with~~the ~~respect~~IPO, to the ~~Class~~Company Aconsummated ~~Ordinary~~the ~~Shares~~sale ~~included in~~ (the ~~Units~~“Private ~~offered~~Placement”) inof ~~the IPO~~5,733,333 warrants (the “~~Public~~Private Placement ~~Shares~~Warrants”), ~~including~~at ~~the~~a ~~partial~~price ~~exercise~~of by$1.50 ~~the~~per ~~underwriters~~Private ofPlacement ~~their~~Warrant, ~~over-allotment~~which ~~option,~~is atdiscussed in Note 5.

~~Simultaneously~~Transaction costs ~~with~~amounted ~~the~~to ~~closing~~$17,212,069 consisting of ~~the IPO~~$6,090,000 ~~the~~of ~~Company~~underwriting ~~consummated~~fee, ~~the~~$10,657,500 ~~sale~~of ~~(the~~deferred ~~“Private~~underwriting ~~Placement”)~~fee ofand 5$464,~~733,333~~569 ~~warrants~~of other (offering costs. Of the ~~“Private~~total ~~Placement~~transaction ~~Warrants”)~~costs, at$475,053 awas ~~price~~expensed as non-operating expenses in the statements of $1operations with the rest of the offering cost charged to temporary equity.50 ~~per~~The transaction costs were allocated between the Public Warrant liabilities, Private Placement Warrant liabilities, ~~which~~and isthe Class A Ordinary Shares (as discussed in Note 43).

~~The transaction costs were allocated between the Public Warrant liabilities, Private Placement Warrant liabilities, and the Class A Ordinary Shares (as discussed in Note 2).~~ Trust Account

Following the closing of the IPO on March 15, 2021, an amount of $330,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), which is invested in U.S. 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”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our Public Shares if we are unable to complete our initial business combination by March 12, 2023, subject to applicable law, or (iii) the redemption of our Public Shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we have not consummated an initial business combination by March 12, 2023 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), which is invested in U.S. 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”), with a maturity of 5

days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of our initial Initial Business combination, (ii) the redemption of our Public Shares if we are unable to complete our initial Business combination by March 12, 2023, subject to applicable law, or (iii) the redemption of our Public Shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial Business combination or to redeemCombination

The Company’s management has broad discretion with respect to the specific application of ~~our~~the ~~Public~~net ~~Shares~~proceeds ifof wethe ~~have~~IPO, ~~not~~although ~~consummated~~substantially all anthe ~~initial~~net ~~Business~~proceeds ~~combination~~are by intended to be generally applied toward consummating a business combination.

orThe rules ~~(B)~~of ~~with~~the ~~respect~~New toYork ~~any~~Stock ~~other~~Exchange ~~material~~require ~~provisions~~that ~~relating~~the toCompany ~~shareholders’~~must ~~rights~~consummate oran ~~pre-~~initial ~~Business~~business combination ~~activity.~~with ~~The~~one ~~proceeds~~or ~~deposited~~more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account ~~could~~(excluding ~~become~~the ~~subject~~amount of toany deferred underwriting discount held in trust) at the ~~claims~~time of the Company’s ~~creditors~~signing a definitive agreement in connection with its initial business combination. However, the Company will only complete such business combination if ~~any,~~the ~~which~~post ~~could~~transaction ~~have~~company owns ~~priority~~or ~~over~~acquires 50% or more of the ~~claims~~outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company’s ~~Public~~Act. ~~Shareholders~~There is no assurance that the Company will be able to successfully effect a business combination.

7The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $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).

~~Table~~The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of ~~Contents~~the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Consequently, if accepting all properly submitted redemption requests would cause the Company’s net tangible assets to be less than $5,000,001, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. 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, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination.

~~Initial~~The Company ~~Business~~will have until March 12, 2023 (with the ability to extend with shareholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of our initial business combination , including interest earned on the funds held in the Trust Account and not previously released to the Company, divided by the number of then outstanding Public Shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.

The Company’s ~~management~~sponsor, ~~has~~Colonnade ~~broad~~Sponsor ~~discretion~~II LLC (the “Sponsor”), officers and directors have agreed to (i) waive their redemption rights with respect to the ~~specific~~7,187,500 ~~application~~Class B Ordinary Shares issued to the Sponsor for an aggregate purchase price of $25,000 on December 31, 2020 (the ~~net~~“Founder ~~proceeds~~Shares”) and Public Shares in connection with the completion of the ~~IPO~~initial business combination, (ii) ~~although~~waive ~~substantially~~their ~~all~~redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the ~~net~~Company’s ~~proceeds~~amended ~~are~~and ~~intended~~restated memorandum and articles of association (A) to bemodify ~~generally~~the ~~applied~~substance ~~toward~~or ~~consummating~~timing of athe ~~Business~~Company’s obligation to allow redemption in connection with its initial business combination. or to redeem 100% of its Public Shares if it has not consummated an initial business combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial business combination within the Combination Period.

The rules of the New York Stock Exchange require that the Company must consummate an initial Business combination 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 amount of any deferred underwriting discount held in trust) at the time of the Company’s signing a definitive agreement in connection with its initial Business combination. However, the Company will only complete such Business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business combination. 6

PThe Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 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 IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

SGoing Concern

~~The~~As of June 30, 2022 the Company had cash outside the Trust Account of $284,606 and working capital deficiency of $5,439,666. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem ordinary shares ~~subject~~.

~~The~~Through ~~Company~~June ~~will have until March 12~~30, ~~2023 (with the ability to extend with shareholder approval) to consummate a Business combination (the “Combination Period”). However~~2022, ifnone ~~the Company is unable to complete a Business combination within the Combination Period, the Company will redeem 100%~~ of the ~~outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate~~ amount ~~then on deposit~~ in the Trust Account ~~calculated~~was withdrawn as of two business days prior to the consummation of our initial Business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company, divided by the number of then outstanding Public Shares, subject to applicable law and as further described ~~in the registration statement, and then seek to dissolve and liquidate~~above.

~~The~~Through ~~Company’s~~June ~~sponsor~~30, ~~Colonnade Sponsor II LLC (the “Sponsor”)~~2022, ~~officers and directors have agreed to (i) waive their redemption rights with respect to~~ the ~~7,187,500~~Company’s ~~Class~~liquidity needs Bwere ~~Ordinary~~satisfied ~~Shares~~through ~~issued~~receipt ~~to the Sponsor for an aggregate purchase price~~ of $25,000 onfrom ~~December 31, 2020 (~~the ~~“Founder~~sale ~~Shares”) and Public Shares in connection with the completion~~ of the ~~initial Business combination, (ii) waive their redemption rights with respect to their~~ Founder Shares and ~~Public~~the ~~Shares~~remaining innet ~~connection~~proceeds ~~with~~from ~~a shareholder vote to approve an amendment to~~ the ~~Company’s~~IPO ~~amended~~ and ~~restated~~the sale ~~memorandum and articles~~ of ~~association~~Private ~~(A)~~Placement toWarrants, ~~modify~~as ~~the~~well ~~substance~~as orfunding ~~timing~~received ofunder the ~~Company’s~~terms ~~obligation~~of toworking ~~allow~~capital ~~redemption~~promissory ~~in connection with its initial Business combination or to redeem~~notes.

~~pre-initial~~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. If the Company completes a business combination, it would repay such loaned amounts. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Warrants (as defined in Note 5), at a price of $1.50 per Warrant at the option of the lender. The Warrants would be identical to the Private Placement Warrants.

8Until the consummation of a business combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the business combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

~~Table~~The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company’s amended and restated memorandum and articles of ~~Contents~~association provide that the Company will have only 24 months (until March 12, 2023) from the closing of the Initial Public Offering to complete a business combination. There is no guarantee that the Company will be able to complete a business combination within the Combination Period. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the business combination or the date the Company is required to liquidate. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 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 IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. 7

~~Going~~Risks and ~~Concern~~ Uncertainties

cManagement is currently evaluating the impact of the COVID-19 pandemic and Russian-Ukraine war on the industry and has concluded that while it is reasonably possible that the virus and the war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

cNote 2 — Revision of Previously Issued Financial Statements

AsIn connection with the preparation of ~~March 31~~the Company’s condensed financial statements as of June 30, 2022, ~~none~~management ofidentified an error made in its historical financial statements (as restated and previously presented in the ~~amount~~Notes to Financial Statements in its Form 10-Q for the ~~Trust~~quarterly ~~Account~~period ~~was~~ended ~~withdrawn~~September 30, 2021, filed with the SEC on November 22, 2021) related to incorrect calculation of the weighted average number of shares outstanding for the three months ended March 31, 2021, as ~~described~~well ~~above~~weighted average number of shares outstanding and earnings per share for the six months ended June 30, 2021. The Company revised its the previously reported amounts as follows:

Through March 31, 2022, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares and the remaining net proceeds from the IPO and the sale of Private Placement Warrants.

	As Previously Reported		Adjustment			As Adjusted
Condensed Unaudited Statement of Operation
For the three months ended March 31, 2021
Weighted average redeemable Class A Ordinary Shares		33,000,000		(25,666,667	)		7,333,333
Weighted average non-redeemable Class B Ordinary Shares		7,660,112		6,555			7,666,667

For the six months ended June 30, 2021(presented herein)
Weighted average redeemable Class A Ordinary Shares		33,000,000		(12,762,431	)		20,237,569
Weighted average non-redeemable Class B Ordinary Shares		7,600,112		299,833			7,959,945
Basic and diluted net income per share, redeemable Class A Ordinary Shares		0.08		0.03			0.11
Basic and diluted net income per share, non-redeemable Class B Ordinary Shares		0.08		0.03			0.11

InNote 3 ~~order~~— toSignificant ~~fund~~Accounting 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. If the Company completes a Business combination, it would repay such loaned amounts. In the event that a Business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. Up toPolicies

4Basis of Presentation

~~per Warrant~~The accompanying atunaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the ~~option~~United States of America (“GAAP”) for interim financial information and in accordance with the ~~lender~~instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. ~~The~~Securities ~~Warrants~~and ~~would~~Exchange beCommission ~~identical~~(“SEC”). Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the ~~Private~~rules ~~Placement~~and ~~Warrants~~regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

~~Until~~The ~~the~~accompanying ~~consummation~~unaudited ofcondensed afinancial ~~Business~~statements ~~combination,~~should ~~the~~be read ~~Company~~in ~~will~~conjunction bewith ~~using~~ the ~~funds~~Company’s ~~not~~Annual ~~held~~Report inon ~~the~~Form ~~Trust~~10-K ~~Account~~ for ~~identifying~~the ~~and~~year ~~evaluating~~ended ~~prospective~~December ~~acquisition candidates~~31, ~~performing~~2021 ~~due~~as ~~diligence~~filed onwith ~~prospective~~the ~~target~~SEC ~~businesses~~on April 15, ~~paying for travel expenditures~~2022, ~~selecting~~which contains the ~~target~~audited ~~business~~financial tostatements ~~acquire,~~ and ~~structuring,~~notes ~~negotiating and consummating the Business combination~~thereto. The ~~Company~~accompanying ~~may~~condensed ~~need~~balance tosheet ~~raise~~as ~~additional~~of ~~capital~~December 31, ~~through~~2021 ~~loans~~has orbeen ~~additional~~derived ~~investments~~ from ~~its~~these ~~Sponsor,~~audited ~~shareholders,~~financial ~~officers, directors, or third parties~~statements. The ~~Sponsor,~~interim ~~officers~~results ~~and~~for ~~directors may, but are not obligated to, loan~~ the ~~Company~~three ~~funds~~and ~~from~~six ~~time~~months toended ~~time~~June ~~or at any time~~30, in2022 are ~~whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may~~ not benecessarily ~~able~~indicative toof ~~obtain additional financing. If~~ the ~~Company~~results ~~is unable~~ to ~~raise additional capital, it may~~ be ~~required~~expected tofor ~~take~~the ~~additional~~year ~~measures~~ending toDecember ~~conserve liquidity~~31, ~~which~~2022 ~~could~~or ~~include,~~for ~~but~~any ~~not~~future ~~necessarily~~interim ~~be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses~~periods.

~~The~~Emerging Growth Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company’s amended and restated memorandum and articles of association provide that the Company will have only 24 months (until March 12, 2023) from the closing of the Initial Public Offering to complete a business combination. There is no guarantee that the Company will be able to complete a business combination within the Combination Period. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business combination or the date the Company is required to liquidate. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Status

9The 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 auditor 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.

~~Table of Contents~~8

~~Risks~~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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and ~~Uncertainties~~comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~COVID-19~~Use of Estimates

The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Two of the more significant accounting estimates included in these unaudited condensed financial statements are the determination of the fair value of the Warrant liabilities as well as determination of the conversion feature of the 2022 Note. 2—Such ~~Significant~~estimates may ~~Accounting~~be ~~Policies~~subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

~~Basis~~Cash and ofCash ~~Presentation~~ Equivalents

~~Form 10~~The Company considers all short-Qterm investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2022 and December 31, 2021, the Company had $284,606 and $299,837 in cash, respectively. The Company had no cash equivalents as of June 30, 2022 and December 31, 2021.

~~S-X~~Cash and Marketable Securities Held in Trust Account

~~10-K~~As of June 30, 2022 and December 31, 2021, the Trust Account had $330,616,894, and $330,082,791, respectively, held in primarily U.S. Treasury bills. During the three and six months ended June 30, 2022 and June 30, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations.

~~Emerging~~Concentration of ~~Growth~~Credit ~~Company Status~~ Risk

~~The~~Financial instruments ~~Company~~that ispotentially ansubject ~~“emerging growth company,” as defined in Section 2(a) of~~ the ~~Securities~~Company ~~Act,~~to asconcentrations ~~modified by the Jumpstart our Business Startups Act~~ of ~~2012,~~credit ~~(the~~risk ~~“JOBS~~consist ~~Act”), and it may take advantage~~ of ~~certain~~a ~~exemptions~~cash ~~from~~account ~~various~~in ~~reporting~~a ~~requirements~~financial ~~that are applicable to other public companies that are not emerging growth companies including~~institution, which, ~~but~~at ~~not limited to~~times, ~~not~~may ~~being~~exceed ~~required to comply with~~ the ~~auditor~~Federal ~~attestation~~Depository ~~requirements~~Insurance ofCoverage ~~Section~~of ~~404~~$250,000. As of ~~the~~June ~~Sarbanes-Oxley Act~~30, ~~reduced~~2022 ~~disclosure obligations regarding executive compensation in its periodic reports~~ and ~~proxy~~December ~~statements~~31, ~~and~~2021, ~~exemptions from~~ the Company ~~requirements~~has ofnot ~~holding~~experienced alosses ~~nonbinding advisory vote~~ on ~~executive~~this ~~compensation and shareholder approval of any golden parachute payments not previously approved~~account.

~~non-emerging~~Class A Ordinary Shares Subject to Possible Redemption

10The 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 a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, ordinary shares are classified as shareholders’ deficit. The Company’s 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, as of June 30, 2022 and December 31, 2021, 33,000,000 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in (to the extent available) capital and accumulated deficit.

~~Table of Contents~~9

~~Use~~ As of ~~Estimates~~June 30, 2022 and December 31, 2021, the ordinary shares reflected on the condensed balance sheets are reconciled in the following table:

Gross Proceeds	$	330,000,000
Less:
Proceeds allocated to Public Warrants		(9,108,000	)
Issuance costs related to Class A Ordinary Shares		(16,737,016	)
Plus:
Remeasurement of carrying value to redemption value		25,845,016
Class A Ordinary Shares subject to redemption, December 31, 2021		330,000,000
Plus:
Remeasurement of carrying value to redemption value resulting from the interest income accrued in the Trust Account		616,894
Class A Ordinary Shares subject to redemption, June 30, 2022		330,616,894

~~Cash~~Net Income ~~and~~per ~~Cash~~Ordinary ~~Equivalents~~ Share

The Company ~~considers~~complies ~~all~~with ~~short~~accounting and disclosure requirements of ASC Topic 260, Earnings Per Share (“ASC 260”). The Company applies the two-~~term~~class ~~investments~~method ~~with~~in ancalculating ~~original~~earnings ~~maturity~~per ofshare. Remeasurement ~~three~~for ~~months~~Class A Ordinary Shares subject to redemption is not included in the determination of income or ~~less~~loss ~~when~~allocable ~~purchased~~to Class A Ordinary Shares subject to beredemption, ~~cash~~as ~~equivalents~~redemption value approximates fair value. AsNet income per ordinary share is computed by dividing the pro rata net income between the Class A Ordinary Shares and the Class B Ordinary Shares by the weighted average number of ~~March~~ordinary shares 31outstanding for each of the periods. The calculation of diluted income per ordinary share does not consider the effect of the Warrants issued in connection with the IPO, as well Warrants potentially issuable upon conversion of the 2022 ~~and~~Note ~~December~~since ~~31,~~the ~~2021,~~exercise of the ~~Company~~Warrants are ~~had~~contingent $upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive.

inThe ~~cash,~~Company ~~respectively.~~did ~~The~~not have ~~Company~~any ~~had no cash~~dilutive ~~equivalents~~securities asand ofother ~~March 31~~contracts that could, ~~2022~~potentially, be exercised or converted into common stock and ~~December 31~~then share in the earnings of the Company. As a result, ~~2021~~diluted income per share is the same as basic income per share for the period presented.

~~Cash~~The table below presents a reconciliation of the numerator and ~~Marketable~~denominator ~~Securities~~used ~~Held~~to incompute ~~Trust~~basic ~~Account~~and diluted net income per share for each class of ordinary shares:

As of March 31, 2022 and December 31, 2021, the Trust Account had $330,174,862, and $330,082,791, respectively, held in primarily U.S. Treasury bills. During the three months ended March 31, 2022 and March 31, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations.

	For the Three Months Ended June 30, 2022		For the Three Months Ended June 30, 2021
Redeemable Class A Ordinary Shares
Numerator:
Net income allocable to Class A Ordinary Shares subject to possible redemption	$	2,396,880	$	2,506,764
Denominator:
Weighted average redeemable Class A Ordinary Shares, basic and diluted		33,000,000		33,000,000

Basic and diluted net income per share, redeemable Class A Ordinary Shares	$	0.07	$	0.08

Non-redeemable Class B Ordinary Shares
Numerator:
Net income allocable to non-redeemable Class B Ordinary Shares	$	599,220	$	626,691
Denominator:
Weighted average non-redeemable Class B Ordinary Shares		8,250,000		8,250,000

Basic and diluted net income per share, non-redeemable Class B Ordinary Shares	$	0.07	$	0.08

~~Concentration of Credit Risk~~ 10

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account.

	For the Six Months Ended June 30, 2022		For the Six Months Ended June 30, 2021
Redeemable Class A Ordinary Shares
Numerator:
Net income allocable to Class A Ordinary Shares subject to possible redemption	$	3,778,829	$	2,273,953
Denominator:
Weighted average Redeemable Class A Ordinary Shares, Basic and Diluted		33,000,000		20,237,569

Basic and diluted net income per share, redeemable Class A Ordinary Shares	$	0.11	$	0.11

Non-redeemable Class B Ordinary Shares
Numerator:
Net income allocable to non-redeemable Class B Ordinary Shares	$	944,707	$	894,403
Denominator:
Weighted Average non-redeemable Class B Ordinary Shares		8,250,000		7,959,945

Basic and diluted net income per share, non-redeemable Class B Ordinary Shares	$	0.11	$	0.11

~~Class A Ordinary Shares Subject to Possible Redemption~~ Offering Costs

The Company ~~accounts~~complies ~~for~~with the ~~its~~requirements ~~Class~~of the ASC 340-10-S99-1 and SEC Staff AAccounting ~~Ordinary~~Bulletin ~~Shares~~Topic ~~subject~~5A—“Expenses of toOffering”. ~~possible~~Offering ~~redemption~~costs inconsist ~~accordance~~principally ~~with~~of ~~the~~professional ~~guidance~~and inregistration ~~ASC~~fees ~~480.~~incurred ~~Class~~through Athe ~~Ordinary~~balance ~~Shares~~sheet ~~subject~~date ~~to mandatory redemption (if any)~~ that are ~~classified~~related asto athe ~~liability~~Public ~~instrument~~Offering and ~~are~~that ~~measured~~were atcharged ~~fair~~to ~~value.~~temporary ~~Conditionally~~equity ~~redeemable~~upon ~~ordinary~~the ~~shares~~completion ~~(including~~of ~~ordinary~~the ~~shares~~IPO. ~~that~~Accordingly, ~~feature~~on ~~redemption~~June 30, 2021, ~~rights~~offering ~~that~~costs ~~are~~totaling ~~either~~$17,212,069 have ~~within~~been ~~the~~charged ~~control~~to oftemporary ~~the~~equity ~~holder~~(consisting orof ~~subject~~$6,090,000 of tounderwriting ~~redemption~~fee, $10,657,500 of ~~upon~~deferred ~~the~~underwriting ~~occurrence~~fee and $464,569 of ~~uncertain~~other ~~events~~offering ~~not~~costs). ~~solely~~Of ~~within~~ the ~~Company’s~~total ~~control)~~transaction ~~are~~costs, ~~classified~~$475,053 was reclassified to expense as a non-operating expense in the ~~temporary~~statements ~~equity.~~of Atoperations ~~all~~with ~~other~~the ~~times,~~rest ~~ordinary~~of ~~shares~~the offering ~~are~~cost ~~classified~~charged asto ~~shareholders’~~temporary ~~deficit~~equity. The ~~Company’s~~transaction ~~ordinary~~costs ~~shares~~were ~~feature~~allocated ~~certain~~based ~~redemption~~on ~~rights~~the ~~that~~relative ~~are~~fair ~~considered~~value tobasis, becompared ~~outside~~to of the total ~~Company’s~~offering ~~control~~proceeds, ~~and~~between ~~subject to~~ the ~~occurrence~~fair value of ~~uncertain~~the ~~future~~Public ~~events.~~Warrant ~~Accordingly,~~ (as ofdefined ~~March~~in ~~31,~~Note ~~2022~~4) liabilities and ~~December~~the ~~31, 2021,~~Class A Ordinary Shares.

~~Class~~Fair Value ~~A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside~~ of ~~the~~Financial shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in (to the extent available) capital and accumulated deficit.Instruments

11The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets.

~~Table~~Derivative Warrant ~~of Contents~~Liabilities

AsThe Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of ~~March 31~~its financial instruments, ~~2022~~including issued share purchase Warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Pursuant to ASC 480 and ~~December 31~~Accounting Standards Codification 815-40, ~~2021~~Derivatives and Hedging; Contracts in Entity’s Own Equity (“ASC 815”), the ~~ordinary~~Company ~~shares~~concluded ~~reflected~~that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the condensed balance sheets ~~are~~and ~~reconciled~~measured at fair value at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the ~~following~~statements ~~table:~~of operations in the period of change.

Gross Proceeds	$	330,000,000
Less:
Proceeds allocated to Public Warrants		(9,108,000	)
Issuance costs related to Class A Ordinary Shares		(16,737,016	)
Plus:
Accretion of carrying value to redemption value		25,845,016
Contingently redeemable Class A Ordinary Shares	$	330,000,000

The Company accounts for its 12,333,333 Warrants, including 6,600,000 Warrants issued in connection with its IPO and 5,733,333 Warrants issued as part of the Private Placement as derivative warrant liabilities in accordance with ASC 815. 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 or modified, and any change in fair value is recognized in the Company’s statements of operations. The fair value of Warrants issued by the Company in connection with the Initial Public Offering and Private Placement Warrants has been estimated using Monte-Carlo simulations. Subsequently, at June 30, 2022 and December 31, 2021, Public and Private Placement Warrants were valued using observable market quotes in an active market, and Monte-Carlo simulations, respectively.

~~Net Income per Ordinary Share~~ 11

~~the two-class method~~Income Taxes

The Company ~~table~~accounts ~~below~~for ~~presents~~income ataxes ~~reconciliation~~under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the ~~numerator~~expected impact of differences between the unaudited condensed financial statements and ~~denominator~~tax ~~used~~basis of assets and liabilities and for the expected future tax benefit to ~~compute~~be ~~basic~~derived from tax loss and ~~diluted~~tax ~~net~~credit ~~income~~carry ~~per~~forwards. ASC ~~share~~740 ~~for~~additionally ~~each~~requires ~~class~~a valuation allowance to be established when it is more likely than not that all or a portion of ~~ordinary~~deferred tax ~~shares:~~assets will not be realized.

	For the Three Months ended March 31, 2022		For the Three Months ended March 31, 2021
Redeemable Class A Ordinary Shares
Numerator:
Net income allocable to Class A Ordinary Shares subject to possible redemption	$	1,381,949	$	28,326
Denominator:
Weighted average redeemable Class A Ordinary Shares, Basic and Diluted		33,000,000		33,000,000
Basic and diluted net income per share, redeemable Class A Ordinary Shares	$	0.04	$	0.00
Non-redeemable ordinary shares
Numerator:
Net income allocable to non-redeemable Class B Ordinary Shares	$	345,487	$	6,575
Denominator:
Weighted average non-redeemable Class B Ordinary Shares		8,250,000		7,660,112
Basic and diluted net income per share, non-redeemable Class B ordinary shares	$	0.04	$	0.00

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021. 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. As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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

~~The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff~~ Recent Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ deficit upon the completion of the IPO. Accordingly, on June 30, 2021, offering costs totaling $Standards

12In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

~~Table~~Management does ofnot ~~Contents~~believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

ANote 4 — Initial Public Offering

~~Fair~~Pursuant to ~~Value~~the IPO, the Company sold 33,000,000 Units, including the partial exercise by the underwriters of ~~Financial~~their ~~Instruments~~over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one Class A Ordinary Share and one-fifth of one redeemable warrant (“Public Warrant”, and collectively with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant entitles the holder to purchase one share of Class A Ordinary Share at a price of $11.50 per share.

~~The~~Note 5 ~~fair~~— ~~value~~Private ofPlacement the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Warrants

~~Derivative~~Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,733,333 Private Placement Warrants at a price of $1.50 per warrant ($8,600,000 in the aggregate), each Private Placement Warrant ~~Liabilities~~is exercisable to purchase one Class A Ordinary Shares at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from this offering to be held in the Trust Account.

~~Accounting Standards Codification 815-40~~The Private Placement Warrants are identical to the Warrants sold in the IPO except that the Private Placement Warrants, ~~Derivatives~~ so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A Ordinary Shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and ~~Hedging;~~ (iv) will be entitled to certain registration rights.

Warrants, including 6,600,000 Warrants issued in connection with its IPO and 5,733,333 Warrants issued as part of the Private Placement as derivative warrant liabilities in accordance with ASC 815. 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 or modified, and any change in fair value is recognized in the Company’s statements of operations. The fair value of Warrants issued by the Company in connection with the Initial Public Offering and Private Placement Warrants has been estimated using Monte-Carlo simulations. Subsequently, at March 31, 2022 and December 31, 2021, Public and Private Placement Warrants were valued using observable market quotes in an active market, and Monte-Carlo simulations, respectively. 12

~~Income~~If the ~~Taxes~~Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the units being sold in the IPO.

The Sponsor, ~~Company~~officers ~~accounts~~and ~~for~~directors ~~income~~have ~~taxes~~agreed ~~under~~to ~~ASC~~(i) ~~740,~~waive ~~“Income~~their ~~Taxes”~~redemption ~~(“ASC~~rights ~~740”).~~with ~~ASC~~respect ~~740~~to ~~requires~~their Founder Shares and Public Shares in connection with the ~~recognition~~completion of ~~deferred~~the ~~tax~~initial ~~assets~~business combination, (ii) waive their redemption rights with respect to their Founder Shares and ~~liabilities~~Public ~~for~~Shares ~~both~~in connection with a shareholder vote to approve an amendment to the ~~expected~~Company’s ~~impact~~amended and restated memorandum and articles of ~~differences~~association ~~between~~(A) to modify the ~~unaudited~~substance ~~condensed~~or ~~financial~~timing ~~statements~~of ~~and~~the ~~tax~~Company’s ~~basis~~obligation to allow redemption in connection with the initial business combination or to redeem 100% of ~~assets~~the ~~and~~Company’s ~~liabilities~~Public ~~and~~Shares ~~for~~if the ~~expected~~Company ~~future~~has ~~tax~~not ~~benefit~~consummated an initial business combination within the Combination Period or (B) with respect to beany ~~derived~~other ~~from~~material ~~tax~~provisions ~~loss~~relating ~~and~~to ~~tax~~shareholders’ rights ~~credit~~or ~~carry~~pre ~~forwards.~~initial ~~ASC~~business ~~740~~combination ~~additionally~~activity, ~~requires~~(iii) awaive ~~valuation~~their ~~allowance~~rights to beliquidating ~~established~~distributions ~~when~~from itthe isTrust ~~more~~Account ~~likely~~with respect ~~than~~to ~~not~~their ~~that~~Founder ~~all~~Shares if the Company fails to complete the initial business combination within the Combination Period, and (iv) vote any Founder Shares held by the Sponsor and any Public Shares purchased during or aafter ~~portion~~the ofIPO ~~deferred~~(including ~~tax~~in ~~assets~~open ~~will~~market ~~not~~and privately-negotiated betransactions) ~~realized.~~in favor of the initial business combination.

~~ASC~~Note 6 ~~740~~— ~~prescribes~~Related aParty recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. 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. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Transactions

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

13On December 31, 2020, the Company issued 7,187,500 Class B Ordinary Shares to the Sponsor for an aggregate purchase price of $25,000. On February 24, 2021, the Company effected a share capitalization of 1,437,500 shares, resulting in 8,625,000 shares of Class B Ordinary Shares being issued and outstanding. The share capitalization was retroactively applied in the Company’s financial statements. Up to 1,125,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On March 12, 2021, the underwriter partially exercised the over-allotment option and therefore 375,000 Founder Shares were forfeited, and 750,000 Founder Shares were no longer subject to forfeiture, resulting in 8,250,000 Founder Shares outstanding at June 30, 2022 and December 31, 2021. The underwriters forfeited their remaining over-allotment option on the date of the IPO.

~~Table~~The initial shareholders have agreed not to transfer, assign or sell any of ~~Contents~~their Founder Shares and any Class A Ordinary Shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial business combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial business combination 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; except to certain permitted transferees and under certain circumstances (the “lock-up”).

~~Recent~~Notwithstanding the ~~Accounting~~foregoing, ~~Standards~~if the closing price of Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination or (2) if the Company consummates a transaction after the initial business combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.

~~(“ASU”) 2020-06, Debt~~Promissory Note — Related Party

~~(Subtopic 470~~On December 17, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-~~20)~~ interest bearing, unsecured and are due at the earlier of December 31, 2021 or the closing of the IPO. The loan was repaid upon the closing of the Initial Public Offering out of the offering proceeds that were allocated to the payment of offering expenses.

~~(Subtopic 815-40) (“ASU 2020-06”) to~~Administrative Support Agreement

~~ASU 2020-06 eliminates~~Commencing on the date of the IPO, the Company has agreed to pay the Sponsor a total of $30,000 per month for rent of office space, utilities, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2022, the Company has incurred $90,000 and $180,000 in expense pursuant to this agreement, respectively. For the three and six months ended June 30, 2021, the Company has incurred $90,000 and $111,290 in expense pursuant to this agreement, respectively. All outstanding fees owed are paid and thus nothing is accrued as of June 30, 2022 and 2021.

~~ASU 2020-06 amends~~13

~~the if-converted method~~Working Capital Loans

~~2020-06~~In addition, in order to finance transaction costs in connection with a business combination, the initial shareholders or an affiliate of the initial shareholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On March 24, 2022, $250,000 was drawn under the terms of these Working Capital Loans, which amount was repaid on June 30, 2022, and no amounts were outstanding as of June 30, 2022.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. 2022 Note

On April 11, 2022, the Company issued a promissory note to the Sponsor (“2022 Note”). 3Pursuant —to ~~Initial~~the ~~Public~~2022 ~~Offering~~Note, the Company may borrow from the Sponsor, from time to time, up to an aggregate of $1,500,000. Borrowings under the 2022 Note will not bear interest. The 2022 Note will mature on the earlier to occur of (i) March 12, 2023, or (ii) the effective date of our initial business combination. Up to $1,500,000 of such loans may be converted into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants, at a price of $1.50 per warrant at the option of the Sponsor. The 2022 Note contains customary events of default, including those relating to the Company’s failure to repay the principal amount due upon maturity of the 2022 Note and certain bankruptcy events. The Company drew $25,000 on June 9, 2022 and $500,000 on June 30, 2022 under the 2022 Note, which were as of June 30, 2022.

~~Units,~~The ~~including~~conversion option included in the ~~partial~~2022 ~~exercise~~Note byis considered an embedded derivative and is remeasured at the ~~underwriters~~end of ~~their~~each ~~over-allotment~~reporting period when amounts drawn under the 2022 Note will be outstanding. The value of the conversion option, atis ade ~~price~~minimis as of $the dates of the draws as mentioned above and as of June 30, 2022.

~~per~~Note 7 ~~Unit.~~— ~~Each~~Commitments & Unit consists of one Class A Ordinary Share and one-fifth of one redeemable warrant (“Public Warrant”, and collectively with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant entitles the holder to purchase one share of Class A Ordinary Share at a price of $Contingencies

~~Note 4 — Private Placement Warrants~~ Registration Rights

inThe holders of the ~~aggregate~~(i) Founder Shares, ~~each~~which were issued in a Private Placement ~~Warrant~~prior isto ~~exercisable~~the toclosing ~~purchase~~of ~~one~~the ~~Class~~IPO, (ii) Private Placement Warrants which will be issued in a Private Placement simultaneously with the closing of the IPO and the Class A Ordinary Shares underlying atsuch Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans have registration rights to require the Company to register a ~~price~~sale of $any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from this offering to be held in the Trust Account.~~Underwriters Agreement

~~The~~On ~~Private~~March ~~Placement~~12, ~~Warrants~~2021, ~~are~~the ~~identical~~Company topaid ~~the~~a ~~Warrants~~fixed ~~sold~~underwriting indiscount ~~the~~of $6,090,000. ~~IPO~~Additionally, ~~except~~a ~~that~~deferred ~~the~~underwriting ~~Private~~discount ~~Placement~~of ~~Warrants~~$10,657,500 sowill ~~long~~be aspayable ~~they~~to ~~are~~the ~~held~~underwriters byfrom the ~~Sponsor~~amounts orheld ~~its~~in the ~~permitted~~Trust ~~transferees,~~Account ~~(i) will~~solely ~~not~~in bethe ~~redeemable~~event bythat the Company, ~~(ii) may~~completes ~~not~~an ~~(including~~initial business combination, subject to the ~~Class A~~terms ~~Ordinary~~of ~~Shares~~the ~~issuable~~underwriting agreement. ~~upon~~This ~~exercise~~deferred ofamount ~~these~~is ~~Private~~reflected ~~Placement~~in ~~Warrants),~~the ~~subject~~condensed tobalance ~~certain~~sheets ~~limited~~as ~~exceptions,~~of beJune ~~transferred~~30, ~~assigned~~2022 orand ~~sold~~December by31, ~~the~~2021. ~~holders~~The ~~until~~deferred 30underwriting discount ~~days~~has ~~after~~subsequently ~~the~~been ~~completion~~waived ofunder the ~~Company’s~~specific ~~initial~~terms ~~Business~~of ~~combination,~~the ~~(iii) may~~agreements beentered ~~exercised~~into bysubsequent ~~the~~to ~~holders~~June on30, a2022 ~~cashless~~as ~~basis~~described in ~~and~~Note ~~(iv) will~~11 beto ~~entitled~~the toaccompanying ~~certain~~unaudited ~~registration~~condensed ~~rights.~~financial statements.

IfNote 8 ~~the~~— ~~Private~~Shareholders’ Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the units being sold in the IPO. Deficit

~~The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder~~ Preference Shares ~~and Public Shares in connection with the completion of the initial Business combination, (ii)~~ ~~waive~~— ~~their~~The ~~redemption~~Company ~~rights~~is ~~with~~authorized ~~respect~~ to ~~their~~issue ~~Founder Shares and Public Shares in connection with~~ a ~~shareholder~~total ~~vote to approve an amendment to the Company’s amended and restated memorandum and articles~~ of ~~association~~5,000,000 ~~(A) to~~preference ~~modify~~shares ~~the~~at ~~substance~~par orvalue ~~timing~~ of ~~the~~$0.0001 ~~Company’s~~each. ~~obligation to allow redemption in connection with the initial Business combination or to redeem 100%~~ As of ~~the~~June ~~Company’s~~30, ~~Public~~2022 ~~Shares~~and ifDecember the Company has not consummated an initial Business combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre initial Business combination activity31, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business combination within the Combination Period2021, ~~and~~there ~~(iv) vote~~were ~~any~~no ~~Founder~~preference ~~Shares~~shares ~~held~~issued ~~by the Sponsor and any Public Shares purchased during~~ or ~~after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business combination~~outstanding.

14Class A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of $0.0001 each. As of June 30, 2022 and December 31, 2021, there were 33,000,000 Class A Ordinary Shares issued and outstanding, all of which were subject to possible redemption, classified outside of shareholders’ deficit.

~~Table of Contents~~14

~~Note~~Class B Ordinary 5 Shares — ~~Related~~The ~~Party~~Company ~~Transactions~~is authorized to issue a total of 50,000,000 Class B Ordinary Shares at par value of $0.0001 each. As of June 30, 2022 and December 31, 2021, there were 8,250,000 shares of Class B Ordinary Shares issued and outstanding.

~~Founder~~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 Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.

The Class B Ordinary Shares towill automatically convert into Class A Ordinary Shares concurrently with or immediately following the ~~Sponsor~~consummation of the initial business combination on a one-for-one anbasis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. 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, ~~purchase~~20% ~~price~~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 to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

~~shares~~Note 9 of— ~~Class B Ordinary Shares being issued and outstanding. The share capitalization was retroactively applied in the Company’s financial statements. Up to~~Warrants

~~Founder~~Each whole ~~Shares~~Warrant ~~were~~entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to ~~forfeiture~~adjustment as discussed herein. 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 Company’s board of directors and in the case of any such issuance to the Sponsor ~~depending~~or its affiliate, without taking into account any Founder Shares held by the Sponsor or such affiliate, 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 ~~extent~~date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A Ordinary Shares during the 10 trading day period starting on the trading day prior to the day on which the ~~underwriters’~~Company ~~over-allotment~~consummates ~~option~~its ~~was~~initial ~~exercised~~business combination (such price, the “Market Value”) is below $9.20 per Onshare, ~~March~~then 12the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, ~~2021~~the $18.00 per share redemption trigger prices described below under “Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $18.00” 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 ~~underwriter~~$10.00 per share ~~partially~~redemption ~~exercised~~trigger price described below under “Redemption of Warrants when the ~~over-allotment~~price ~~option~~per Class A Ordinary Share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and ~~therefore~~the Newly Issued Price.

~~Founder~~The Warrants ~~Shares~~will ~~were~~become ~~forfeited,~~exercisable 30 days after the completion of its initial business combination and will expire five years after the completion of the Company’s initial business combination, or earlier upon redemption or liquidation.

~~Founder~~The Company ~~Shares~~has ~~were~~agreed that as soon as practicable, but in no ~~longer~~event ~~subject~~later than twenty (20) business days after the closing of the initial business combination, it will use its commercially reasonable efforts to ~~forfeiture~~file with the SEC a post-effective amendment to the registration statement, ~~resulting~~under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of the Warrant Agreement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants is not effective by the sixtieth (60th) business 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 Company’s 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” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it 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 its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

~~Founder Shares outstanding at March 31, 2022 and December 31, 2021. The underwriters forfeited their remaining over-allotment option on the date of the IPO.~~15

~~The initial shareholders have agreed not to transfer, assign or sell any~~ Redemption of ~~their~~Warrants ~~Founder~~When ~~Shares~~the ~~and~~Price ~~any~~per Class A Ordinary ~~Shares~~Share ~~issuable~~Equals ~~upon~~or ~~conversion~~Exceeds ~~thereof until the earlier to occur of: (i)~~$18.00

~~after~~ Once the ~~completion~~Warrants ofbecome ~~the initial Business combination~~exercisable, ~~or (ii)~~ the ~~date on which the~~ Company ~~completes~~may aredeem ~~liquidation, merger, share exchange or other similar transaction after~~ the ~~initial~~outstanding ~~Business~~Warrants ~~combination~~(except ~~that~~as ~~results~~described inherein ~~all~~with ofrespect ~~the Company’s shareholders having the right~~ to ~~exchange their Class A Ordinary Shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (~~the ~~“lock-up”~~Private Placement Warrants). :

~~Notwithstanding~~● ~~the~~in ~~foregoing,~~whole ifand ~~the~~not ~~closing~~in ~~price of Class A Ordinary Shares equals or exceeds $~~part;

~~per~~● ~~share~~at ~~(as~~a ~~adjusted~~price ~~for~~of ~~share~~$0.01 ~~sub-divisions,~~per ~~share capitalizations, reorganizations, recapitalizations and the like) for any~~Warrant;

● upon not less than 30 days’ prior written notice of redemption to each Warrant holder (the “30 day redemption period”); and

~~days~~● ~~after~~if, ~~the~~and ~~initial~~only ~~Business~~if, ~~combination~~the orreported ~~(2)~~sale ifprice of the ~~Company~~ordinary ~~consummates~~shares aequals ~~transaction~~or ~~after~~exceeds ~~the~~$18.00 ~~initial~~per ~~Business~~share ~~combination~~(as ~~which~~adjusted) ~~results~~for inany ~~the~~20 ~~Company’s~~trading ~~shareholders~~days ~~having~~within ~~the~~a ~~right~~30-trading today ~~exchange~~period ~~their~~ending ~~shares~~three ~~for~~business ~~cash,~~days ~~securities~~before orthe ~~other~~Company ~~property,~~sends to the ~~Founder~~notice ~~Shares~~of ~~will~~redemption beto ~~released from~~ the ~~lock-up~~Warrant holders.

~~Promissory~~In no ~~Note~~event —will ~~Related~~the ~~Party~~Company be required to net cash settle any Warrants.

OnRedemption of ~~December~~Warrants ~~17,~~when ~~2020,~~ the ~~Sponsor~~price ~~agreed~~per toClass A ~~loan~~Ordinary ~~the~~Share ~~Company~~equals upor toexceeds $10.00

~~to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2021 or the closing of the IPO.~~ The ~~loan~~Company ~~was~~may ~~repaid~~also ~~upon~~redeem the ~~closing~~outstanding ~~of the Initial~~ Public Warrants ~~Offering~~once ~~out~~they ofbecome ~~the offering proceeds that were allocated to the payment of offering expenses.~~exercisable:

~~Administrative~~● ~~Support~~in ~~Agreement~~whole and not in part;

~~Commencing~~● onat ~~the date of the IPO, the Company has agreed to pay the Sponsor~~ a ~~total~~price of $0.10 per Warrant;

~~per~~● ~~month~~upon ~~for~~a ~~rent~~minimum of ~~office~~30 ~~space,~~days’ ~~utilities,~~prior ~~secretarial~~written ~~and~~notice ~~administrative~~of ~~services~~redemption; provided tothat ~~members~~holders ofwill ~~the~~be ~~Company’s~~able ~~management~~to ~~team.~~exercise ~~Upon~~their ~~completion~~Warrants ofon ~~the~~a ~~initial~~cashless ~~business~~basis ~~combination~~prior orto ~~the~~redemption ~~Company’s~~and ~~liquidation,~~receive ~~the~~that ~~Company~~number ~~will~~of ~~cease~~shares ~~paying~~based ~~these~~on ~~monthly fees. For~~ the ~~three~~redemption ~~months~~date ~~ended~~and ~~March~~the ~~31,~~“fair ~~2022~~market ~~and~~value” ~~2021,~~of the Company’s ~~has~~Class ~~incurred~~A $Ordinary Shares; and

in● ~~expense~~if, ~~pursuant~~and toonly ~~this agreement~~if, ~~respectively.~~the ~~All~~last ~~outstanding~~reported ~~fees~~sale ~~owed~~price ~~are~~of ~~paid~~the ~~and~~Class ~~thus~~A ~~nothing~~Ordinary isShares ~~accrued~~equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of ~~March~~redemption ~~31,~~to ~~2022~~the ~~and~~Warrant ~~2021~~holders.

~~Working~~If the ~~Capital~~Company ~~Loans~~is unable to complete the initial 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.

InNote 10 ~~addition,~~— inFair ~~order~~Value to finance transaction costs in connection with a Business combination, the initial shareholders or an affiliate of the initial shareholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On March 24, 2022, $Measurements

~~was~~Fair value ~~drawn~~is ~~under~~defined as the ~~terms~~price that would be received for sale of ~~these~~an ~~Working~~asset ~~Capital~~or ~~Loans~~paid ~~and~~for ~~was~~transfer ~~outstanding~~of a liability, in an orderly transaction between market participants at the measurement date. The Company concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of ~~March~~equity. 31As the Warrants meet the definition of a derivative as contemplated in ASC 815, ~~2022~~the Warrants should be recorded as derivative liabilities. 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 include:

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

~~Table~~● ofLevel ~~Contents~~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

~~Note~~● 6Level —3, ~~Commitments &~~defined ~~Contingencies~~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.

~~Registration Rights~~ 16

The ~~holders~~following oftables ~~the~~presents ~~(i) Founder~~information ~~Shares, which were issued in a Private Placement prior to~~ about the ~~closing~~Company’s ofassets ~~the IPO, (ii) Private Placement Warrants which will be issued in a Private Placement simultaneously with the closing of the IPO~~ and ~~the~~liabilities ~~Class A Ordinary Shares underlying such Private Placement Warrants and (iii) Private Placement Warrants~~ that ~~may~~are bemeasured ~~issued~~at ~~upon~~fair ~~conversion~~value ofon ~~Working Capital Loans have registration rights to require the Company to register~~ a ~~sale~~recurring ofbasis ~~any~~at ofJune ~~its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands~~30, ~~excluding~~2022 ~~short~~and ~~form~~December ~~demands~~31, ~~that~~2021 and ~~the~~indicates ~~Company registers such securities. In addition,~~ the ~~holders~~fair ~~have~~value ~~certain~~hierarchy ~~“piggy-back”~~of ~~registration rights with respect to registration statements filed subsequent to~~ the ~~Company’s~~valuation ~~completion~~inputs of the ~~initial Business combination. The~~ Company ~~will~~utilized ~~bear~~to ~~the~~determine ~~expenses incurred in connection with the filing of any~~ such ~~registration~~fair ~~statements.~~ value:

Underwriters Agreement

			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	June 30,		Markets		Inputs		Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Fund held in Trust Account	$	330,616,894	$	330,616,894	$	—	$	—
	$	330,616,894	$	330,616,894	$	—	$	—
Liabilities:
Public Warrant Liability	$	858,000	$	858,000	$	—	$	—
Private Placement Warrant Liability		745,333		—		—		745,333
	$	1,603,333	$	858,000	$	—	$	745,333

			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Fund held in Trust Account	$	330,082,791	$	330,082,791	$	—	$	—
	$	330,082,791	$	330,082,791	$	—	$	—
Liabilities:
Public Warrant Liability	$	4,750,680	$	4,750,680	$	—	$	—
Private Placement Warrant Liability		4,274,200		—		—		4,274,200
	$	9,024,880	$	4,750,680	$	—	$	4,274,200

~~Note~~The 7Company’s —Warrant ~~Shareholders’~~liability ~~Deficit~~for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. The Company utilizes a Black Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the condensed statements of operations. The estimated fair value of the Private Placement Warrant liability is determined using Level 3 inputs. In the third quarter of 2021, Public Warrants were reclassified from level 3 to level 1 because the Public Warrants began to trade on the New York Stock Exchange. The Company estimates the volatility of its binomial options pricing model based on historical volatility 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 to remain at zero.

~~Preference~~The aforementioned ~~shares~~Warrant liabilities are not subject to qualified hedge accounting.

~~each. As of March 31, 2022 and December 31, 2021, there were no preference shares issued or outstanding.~~ 17

~~Class~~The following Atable ~~Ordinary~~provides ~~Shares~~quantitative information regarding Level 3 fair value measurements:

Class A Ordinary Shares at par value of $

	At June 30, 2022 Private Placement Warrants			At December 31, 2021 Private Placement Warrants
Share price	$	9.79		$	9.71
Strike price	$	11.50		$	11.50
Term (in years)		5.0			4.25
Time to business combination (in years)		0.08			0.13
Volatility		2.1	%		14.0	%
Risk-free rate		3.03	%		1.4	%
Dividend yield		0.0	%		0.0	%
Redemption trigger price	$	N/A		$	N/A

~~each.~~The following Astable provides a reconciliation of ~~March~~changes ~~31,~~in ~~2022~~fair value liability of the beginning and ~~December~~ending ~~31,~~balances ~~2021,~~for ~~there~~the ~~were~~Company’s Warrants classified as Level 3:

Class A Ordinary Shares issued and outstanding, all of which were subject to possible redemption, classified outside of shareholders’ deficit.

Fair value at December 31, 2021 – Private Placement Warrants	$	4,274,200
Change in fair value		(1,811,160	)
Fair Value at March 31, 2022 – Private Placement Warrants		2,463,040
Change in fair value		(1,717,707	)
Fair Value at June 30, 2022 – Private Placement Warrants	$	745,333

Class B Ordinary Shares

Fair value as of December 31, 2020	$	—
Initial Measurement on March 12, 2021		17,421,333
Public Warrant reclassified to level 1⁽¹⁾		(8,844,000	)
Change in fair value		(4,303,133	)
Fair value as of December 31, 2021	$	4,274,200

~~Class~~(1) BAssumes ~~Ordinary~~the ~~Shares~~Public atWarrants ~~par~~were ~~value~~reclassified ofon $March 31, 2021.

~~each.~~The following Astable ofpresents ~~March~~the ~~31,~~changes ~~2022~~in ~~and~~the ~~December~~fair ~~31,~~value of ~~2021,~~Warrant ~~there were~~ liabilities:

shares of Class B Ordinary Shares issued and outstanding.

	Public			Private Placement			Warrant Liabilities
Fair value as of December 31, 2021	$	4,750,680		$	4,274,200		$	9,024,880
Change in valuation inputs or other assumptions		(2,044,680	)		(1,811,160	)		(3,855,840	)
Fair value as of March 31, 2022		2,706,000			2,463,040			5,169,040
Change in valuation inputs or other assumptions		(1,848,000	)		(1,717,707	)		(3,565,707	)
Fair value as of June 30, 2022	$	858,000		$	745,333		$	1,603,333

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 Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.

	Public			Private Placement			Warrant Liabilities
Fair value as of November 24, 2020	$	—		$	—		$	—
Initial measurement on March 12, 2021		9,108,000			8,313,333			17,421,333
Change in valuation inputs or other assumptions		(264,001	)		(286,666	)		(550,667	)
Fair value as of March 31, 2021		8,844,000			8,026,667			16,870,667
Change in valuation inputs or other assumptions		(1,782,000	)		(1,720,000	)		(3,502,000	)
Fair value as of June 30, 2021	$	7,062,000		$	6,306,667		$	13,368,667

The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following 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 as provided herein. 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, 18

~~a less than one-for-one~~Note 11 ~~basis.~~— Subsequent Events

16The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review, other than below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

~~Table~~Merger ~~of Contents~~Agreement

~~Note~~On August 83, —2022, ~~Warrants~~the Company, which will migrate to and domesticate as a Delaware corporation prior to the Closing Date (as defined below), entered into an agreement and plan of merger, by and among the Company, Pasadena Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and Plastiq Inc., a Delaware corporation (“Plastiq”) (as it may be amended and/or restated from time to time, the “Merger Agreement”).

~~Ordinary~~The Merger ~~Share~~Agreement provides that, among other things and upon the terms and subject to the conditions thereof, Merger Sub will merge with and into Plastiq, with Plastiq surviving the merger as a wholly owned subsidiary of the Company. The transactions contemplated by the Merger Agreement together with the other related agreements are referred to herein as the “Transaction.” The time of the closing of the Transaction is referred to herein as the “Closing.” The date of the Closing is referred to herein as the “Closing Date.” In connection with the Transaction, the Company will be renamed “Plastiq Inc.” or another name to be determined by Plastiq in its reasonable discretion (“Plastiq Pubco”).

~~Ordinary~~At least ~~Share~~one day prior to the Closing Date, subject to the satisfaction or waiver of the conditions of the Merger Agreement, the Company will migrate to and domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Cayman Islands Companies Act (As Revised) (the “Domestication”).

In connection with the Domestication, (x) immediately prior to the Domestication, each then issued and outstanding Class B Ordinary Share will convert automatically, on a one-for-one basis, into a Class A Ordinary Share (y) immediately following the conversion described in clause (x), (i) each then issued and outstanding Class A Ordinary Share will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Plastiq Pubco (the “Plastiq Pubco Stock”), (ii) each then issued and outstanding warrant of the Company will convert automatically into a warrant to acquire one share of Plastiq Pubco Stock (each, a “Plastiq Pubco Warrant”), pursuant to the related warrant agreement; and (iii) each then issued and outstanding unit of the Company will convert automatically into a unit of Plastiq Pubco (each, a “Plastiq Pubco Unit”) consisting of one share of Plastiq Pubco Stock and one-fifth of one Plastiq Pubco Warrant, and in connection with the Closing, each Plastiq Pubco Unit will be separated into its component parts, consisting of one share of Plastiq Pubco Stock and one-fifth of one Plastiq Pubco Warrant. No fractional Plastiq Pubco Warrants will be issued upon the separation of the Plastiq Pubco Units.

~~Ordinary~~Under the ~~Share~~Merger Agreement, the Plastiq stockholders and option holders will receive an aggregate of 40.0 million shares of Plastiq Pubco Stock (the “Aggregate Merger Consideration”) in exchange for the acquisition of all of Plastiq’s outstanding equity interests.

~~The~~Pursuant to ~~Warrants~~the ~~will~~Merger ~~become~~Agreement, ~~exercisable 30 days~~each ~~after~~option ~~the~~to ~~completion~~purchase shares of ~~its~~common ~~initial~~stock ~~Business~~of ~~combination~~Plastiq ~~and~~(“Plastiq ~~will~~Common ~~expire five~~Stock”) ~~years after~~that is outstanding as of immediately prior to the ~~completion~~effective time of the ~~Company’s~~Transaction ~~initial~~(the ~~Business~~“Effective ~~combination,~~Time”) orwill ~~earlier~~be ~~upon~~converted ~~redemption~~into oran ~~liquidation.~~option in Plastiq Pubco on substantially the same terms and conditions as are in effect with respect to each such option immediately prior to the Effective Time.

The Company has agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of the initial Business combination, it will use its commercially reasonable efforts Pursuant to ~~file with~~ the ~~SEC~~Merger ~~a post-effective amendment to the registration statement~~Agreement, ~~under~~each ~~the~~share ~~Securities Act,~~ of ~~the~~restricted ~~Class A~~stock ~~Ordinary Shares issuable upon exercise~~ of ~~the~~Plastiq ~~Warrants. The Company will use its commercially reasonable efforts to cause~~ (the ~~same~~“Plastiq toRestricted ~~become~~Stock”) ~~effective~~that and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of the Warrant Agreement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants is ~~not~~outstanding ~~effective~~immediately prior byto the ~~sixtieth~~Effective ~~(60th)~~Time ~~business~~will ~~day~~be ~~after~~cancelled ~~the~~as ~~closing~~ of the ~~initial~~Effective ~~Business~~Time ~~combination, Warrantholders may, until such time as there is an effective registration statement~~ and ~~during~~converted ~~any~~into ~~period when the Company will have failed to maintain an effective registration statement, exercise Warrants on~~ a ~~“cashless~~certain ~~basis”~~number ~~in accordance with Section 3(a)(9)~~ of ~~the~~shares ~~Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A Ordinary Shares are at the time~~ of ~~any~~restricted ~~exercise~~Plastiq Pubco ofStock 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” in accordance with ~~Section 3(a)(9)~~substantially of the ~~Securities~~same ~~Act~~terms and, inconditions ~~the~~as ~~event~~were the Company so elect, it 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 its commercially reasonable efforts to register or qualify the shares under applicable ~~blue sky laws~~ to the ~~extent~~related anshare ~~exemption~~of isPlastiq ~~not~~Restricted ~~available~~Stock.

~~Redemption~~Pursuant to ofthe ~~Warrants~~Merger ~~When~~Agreement, immediately prior to the ~~Price~~Effective ~~per~~Time, ~~Class A~~all ~~Ordinary~~of ~~Share~~the ~~Equals~~warrants of Plastiq will be exercised in full on a cash or ~~Exceeds~~cashless ~~$18~~basis or terminated without exercise (the “Plastiq Warrant Settlement”).00 Following the Plastiq Warrant Settlement, but immediately prior to the Effective Time, each share of preferred stock of Plastiq will be converted into a number of shares of Plastiq Common Stock at the then-effective conversion rate under Plastiq’s governing documents. At the Effective Time, all shares of Plastiq Common Stock will be converted into the right to receive a portion of the Aggregate Merger Consideration. Such portion of the Aggregate Merger Consideration will be calculated by multiplying the Exchange Ratio (as defined below) by the number of shares of Plastiq Common Stock held by such holder as of immediately prior to the Effective Time, with fractional shares rounded down to the nearest whole share. The “Exchange Ratio” is the quotient obtained by dividing the Aggregate Merger Consideration by the fully-diluted number of shares of Plastiq Common Stock outstanding immediately prior to the Effective Time (excluding certain shares, as determined in accordance with the Merger Agreement).

~~Once~~Sponsor ~~the~~Support ~~Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described herein with respect to the Private Placement Warrants):~~ Agreement

•In connection with the execution of the Merger Agreement, the Company entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor, and Plastiq, pursuant to which the Sponsor agreed to, among other things, (a) vote to adopt and approve the Merger Agreement and all other documents and transactions contemplated thereby, (b) vote all of its shares in ~~whole~~favor of the various proposals related to the business combination and ~~not~~(c) vote against any proposals that run counter to any provision of the Sponsor Support Agreement or to the consummation of the business combination, in ~~part;~~each case, subject to the terms and conditions of the Sponsor Support Agreement. In addition, Plastiq agreed to indemnify the Sponsor from and against certain liabilities relating to the business combination for a period of six years after the Closing. Each officer and director of the Company previously entered into a letter agreement with the Company in connection with the Initial Public Offering, pursuant to which they agreed to vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the business combination.

17 19

~~Table~~Pursuant to the Sponsor Support Agreement, any shares of ~~Contents~~Plastiq Pubco Stock owned by the Sponsor immediately following the Closing will be subject to a lock-up period that lasts until 180 days following the Closing, and the Sponsor will not transfer any shares from now until the Closing. Any securities of the Company that the Sponsor newly acquires or purchases after the date of the Sponsor Support Agreement will also be subject to the terms of the Sponsor Support Agreement. If at least 120 days have elapsed since the Closing and the lock-up period is scheduled to end during, or within five trading days prior to, a period during which trading would not be permitted under the Company’s insider trading policy (the “Blackout Period”), the lock-up period will end ten trading days prior to such Blackout Period. After the Domestication and immediately prior to the Closing, the Sponsor will forfeit 1,250,000 founder shares held by it, and, solely in the event the amount of cash in the Company’s trust account (after taking into account any redemptions) is less than $75 million, the Sponsor will forfeit an additional 1,250,000 founder shares held by it.

•Plastiq atHolders aVoting and ~~price~~Support ~~of $0.01 per Warrant;~~Agreement

•Promptly ~~upon~~following ~~not~~the execution ~~less~~of ~~than~~the 30Merger ~~days’~~Agreement, ~~prior~~the ~~written~~Company ~~notice~~entered ofinto ~~redemption~~a tovoting ~~each~~support ~~Warrantholder~~agreement (the “30Plastiq ~~day~~Holders ~~redemption~~Voting ~~period~~and Support Agreement”); with Plastiq and certain stockholders of Plastiq (the “Voting Plastiq Stockholders”) pursuant to which, the Voting Plastiq Stockholders agreed to, among other things, vote to adopt and approve, following the effectiveness of the the registration statement on Form S-4 to be filed by the Company in connection with the business combination, the Merger Agreement and all other documents and transactions contemplated thereby, in each case, subject to the terms and conditions of the Plastiq Holders Voting and Support Agreement.

•Pursuant ~~if,~~to the Plastiq Holders Voting and ~~only~~Support ifAgreement, the ~~reported~~Voting ~~sale~~Plastiq ~~price~~Stockholders ofalso agreed to, among other things, (a) exercise the ~~ordinary~~drag-along rights ~~shares~~pursuant ~~equals~~to orthat ~~exceeds~~certain ~~$18.00~~Seventh ~~per~~Amended ~~share~~and Restated Voting Agreement, dated as of November 12, 2021, by and among Plastiq and the Stockholders (as ~~adjusted~~defined therein), ~~for~~(b) vote in favor of the business combination and any 20other ~~trading~~matters ~~days~~necessary ~~within~~or areasonably ~~30-trading~~requested by ~~day~~Plastiq ~~period~~for ~~ending~~the ~~three~~consummation of the business ~~days~~combination ~~before~~and ~~the~~(c) ~~Company~~vote ~~sends~~against any proposals that run counter to ~~the~~any ~~notice~~provision of ~~redemption~~the Plastiq Holders Voting and Support Agreement or to the ~~Warrantholders~~consummation of the business combination.

InRegistration ~~no event will the Company be required to net cash settle any Warrants.~~ Rights Agreement

~~Redemption~~The Merger Agreement contemplates that, at the Closing, Plastiq Pubco, the Sponsor, certain members of ~~Warrants~~the ~~when~~Sponsor and certain former stockholders of Plastiq (the ~~price~~“Plastiq ~~per~~Holders” ~~Class~~and, collectively with the Sponsor and certain members of the Sponsor the “Holders”) will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which Plastiq Pubco will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Plastiq Pubco Stock and other equity securities of Plastiq Pubco that are held by the parties thereto from time to time.

APursuant ~~Ordinary~~to ~~Share~~the ~~equals~~Registration Rights orAgreement, ~~exceeds~~the ~~$10~~shares of Plastiq Pubco Shares held by the Plastiq Holders will be subject to a lock-up period, as described in the proposed bylaws to be adopted by Plastiq Pubco at the Closing, which provides that the Plastiq Holders may not transfer any shares of Plastiq Pubco Stock held by them for a period of 180 days after the Closing, except to certain permitted transferees.~~00.~~

•The inRegistration ~~whole~~Rights Agreement amends and ~~not~~restates the registration rights agreement that was entered into by the Company, the Sponsor and the other parties thereto in ~~part;~~connection with the Initial Public Offering. The Registration Rights Agreement will terminate on the earlier of (a) the five year anniversary of the date of the Registration Rights Agreement or (b) with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities (as defined therein).

•Waiver ~~at a price~~ of ~~$0.10~~Deferred Underwriting ~~per Warrant;~~Fees

•On ~~upon~~July 8, 2022, the Company received a ~~minimum~~letter ofproviding 30notice ~~days’~~from ~~prior~~Barclays ~~written~~Capital Inc. (“Barclays”), and on July 11, 2022, the Company received a letter providing notice from Deutsche Bank Securities Inc. (“DBSI”), waiving any entitlement to their respective portions of ~~redemption;~~the ~~provided~~$10,657,500 deferred underwriting fee that ~~holders~~accrued ~~will~~from beBarclays’ ~~able~~and toDBSI’s ~~exercise~~participation ~~their~~as ~~Warrants~~the onunderwriters aof ~~cashless~~the Initial ~~basis~~Public ~~prior~~Offering and their right of first refusal to ~~redemption~~act as co-placement agents in connection with any equity or debt financing transaction (including any investment banking and ~~receive~~financial ~~that~~advisory ~~number~~services) ofrelated ~~shares~~to ~~based~~the onbusiness combination. Such waiver reduces the ~~redemption~~estimated ~~date~~expenses ~~and~~of the ~~“fair~~business ~~market~~combination ~~value”~~by $10,675,500, which amount will be reflected on the balance sheet of the Company’s and ~~Class~~the Asucceeding ~~Ordinary~~company ~~Shares;~~upon ~~and~~closing of the business combination.

~~• if, and only if, the last reported sale price of the Class A Ordinary Shares equals or exceeds $10.00 per share (as adjusted) for any~~ 20 ~~trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the Warrantholders.~~

IfITEM ~~the~~2. Company is unable to complete the initial 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 CompanyMANAGEMENT’sS ~~assets~~DISCUSSION ~~held~~AND ~~outside~~ANALYSIS ofOF ~~the~~FINANCIAL ~~Trust~~CONDITION ~~Account~~AND ~~with~~RESULTS ~~the~~OF ~~respect to such Warrants. Accordingly, the Warrants may expire worthless.~~ OPERATIONS

~~Note~~References 9in —this ~~Fair~~report (the ~~Value~~“Quarterly ~~Measurements~~Report”) to “we,” “us”, “our” or the “Company” refer to Colonnade Acquisition Corp. II References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Colonnade Sponsor II LLC. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~Fair~~Cautionary ~~value~~Note 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. The Company concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities. GAAP establishes a threeRegarding Forward-~~tier~~Looking 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 include: Statements

•This ~~Level~~Quarterly 1Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, ~~defined~~other asthan ~~observable~~statements ~~inputs~~of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the proposed business combination, our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as ~~quoted~~“expect,” ~~prices~~“believe,” ~~(unadjusted)~~“anticipate,” “intend,” ~~for~~“estimate,” ~~identical~~“seek” ~~instruments~~and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in ~~active~~the ~~markets;~~forward-looking statements, including that the conditions of the proposed business combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of our Annual Report on Form 10-K filed with the SEC. Our 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, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

• 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; andOverview

•We ~~Level~~are 3a blank check company incorporated in the Cayman Islands on November 24, ~~defined~~2020 asformed ~~unobservable~~for ~~inputs~~the inpurpose ~~which~~of ~~little~~effecting ora nomerger, ~~market~~share ~~data~~exchange, ~~exists~~asset acquisition, share ~~therefore~~purchase, ~~requiring~~reorganization anor ~~entity~~similar business combination with one or more businesses. While we may pursue a business combination target in any business or industry, we intend to ~~develop~~focus ~~its~~our ~~own~~search ~~assumptions~~for a business combination on businesses with favorable growth prospects, that ~~such~~provide asattractive risk-adjusted returns on invested capital, and offer compelling valuations relative to its peers. We intend to effectuate our business combination using cash derived from ~~valuation~~the ~~techniques~~proceeds inof ~~which~~the ~~one~~IPO, orour ~~more~~shares, ~~significant~~debt ~~inputs~~ or ~~significant~~a ~~value~~combination ~~drivers~~of ~~are~~cash, ~~unobservable~~shares and debt.

18We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.

~~Table~~Results of ~~Contents~~Operations

~~The~~We ~~following~~have ~~tables~~neither ~~presents~~engaged in ~~information~~any ~~about~~operations ~~the~~nor ~~Company’s~~generated ~~assets~~any ~~that~~revenues ~~are~~to ~~measured~~date. atOur ~~fair~~only ~~value~~activities onfrom aNovember ~~recurring~~24, ~~basis~~2020 at(inception) ~~March 31~~through June 30, 2022 ~~and~~were organizational ~~December 31~~activities, ~~2021~~those ~~and~~necessary ~~indicates~~to prepare for the ~~fair~~IPO, ~~value~~described ~~hierarchy~~below, ofand after the ~~valuation~~IPO, ~~inputs~~our search for a target business with which to complete a business combination. We do not expect to generate any operating revenues until after the ~~Company~~completion ~~utilized~~of our initial business combination, and will recognize other income or expense related to ~~determine~~the ~~such~~change in fair value: of Warrant liabilities.

	March 31,2022		QuotedPrices In ActiveMarkets(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantOtherUnobservableInputs(Level 3)
Description
Assets:
Cash and marketable securities held in Trust Account	$	330,174,862	$	330,174,862	$	—	$	—
Liabilities:
Warrant liabilities – Public Warrants		2,706,000		2,706,000		—		—
Warrant liabilities – Private Placement Warrants		2,463,040		—		—		2,463,040
Total liabilities	$	5,169,040	$	2,706,000	$	—	$	2,463,040

We generate non-operating income in the form of interest income on marketable securities. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a business combination.

	December 31,2021		QuotedPrices In ActiveMarkets(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantOtherUnobservableInputs(Level 3)
Description
Assets:
Cash and marketable securities held in Trust Account	$	330,082,791	$	330,082,791	$	—	$	—
Liabilities:
Warrant liabilities – Public Warrants		4,750,680		4,750,680		—		—
Warrant liabilities – Private Placement Warrants		4,274,200		—		—		4,274,200
Total liabilities	$	9,024,880	$	4,750,680	$	—	$	4,274,200

For the ~~U.S. Treasury zero-coupon yield curve~~ three months ended June 30, 2022, we had a net income of $2,996,100, which consists of interest income earned on Trust Account of $442,033 and changes in fair value of Warrant liabilities of $3,565,707, offset by the formation and operating costs consisting mostly of general and administrative expenses of $1,011,640.

~~The~~For ~~aforementioned~~the six months ended June 30, 2022, we had a net income of $4,723,536, which consists of interest income earned on Trust Account of $534,104 and changes in fair value of Warrant liabilities ~~are~~of ~~not~~$7,421,547, ~~subject~~offset toby ~~qualified~~the ~~hedge~~formation ~~accounting.~~and operating costs consisting mostly of general and administrative expenses of $3,232,115.

19For the three months ended June 30, 2021, we had a net income of $3,133,455, which consists of interest income earned on Trust Account of $24,342 and changes in fair value of Warrant liabilities of $3,502,000, offset by the formation and operating costs consisting mostly of general and administrative expenses of $392,887.

~~Table~~For the six months ended June 30, 2021, we had a net income of ~~Contents~~$3,168,356, which consists of interest income earned on Trust Account of $29,692 and changes in fair value of Warrant liabilities of $4,052,667, offset by the formation and operating costs consisting mostly of general and administrative expenses of $438,950 and offering expenses related to Warrant issuance of $475,053.

~~The~~Liquidity, ~~following~~Capital Resources ~~table~~and ~~provides~~Going ~~quantitative information regarding Level 3 fair value measurements:~~ Concern

	At March 31, 2022 Private Placement Warrants			At December 31, 2021 Private Placement Warrants
Share price	$	9.77		$	9.71
Strike price	$	11.50		$	11.50
Term (in years)		5.0			4.25
Volatility		7.0	%		14.0	%
Risk-free rate		2.55	%		1.4	%
Dividend yield		0.0	%		0.0	%
Redemption trigger price	$	N/A		$	N/A

Until the consummation of the IPO, our only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from our Sponsor.

~~The~~On ~~following~~March ~~table~~12, ~~provides~~2021, we consummated the IPO of 33,000,000 Units, at a ~~reconciliation~~price of ~~changes~~$10.00 inper ~~fair~~Unit, ~~value~~generating ~~liability~~gross proceeds of $330,000,000. Simultaneously with the ~~beginning~~closing of the IPO, we consummated the sale of 5,733,333 Private Placement Warrants to the Sponsor at a price of $1.50 per Warrant, generating gross proceeds of $8,600,000. Following the IPO, and ~~ending~~the ~~balances~~sale ~~for~~of the ~~Company’s~~Private Placement Warrants, ~~classified~~a total of $330,000,000 was placed in the Trust Account. We incurred $17,212,069 in transaction costs, including $6,090,000 of underwriting fees, $10,657,500 of deferred underwriting fees and $464,569 of other costs. Of the total transaction costs, $475,053 was expensed as ~~Level 3:~~non-operating expenses in the statements of operations with the rest of the offering cost charged to temporary equity. The transaction costs were allocated between the Public Warrant liabilities, Private Placement Warrant liabilities, and the Class A Ordinary Shares.

Fair value as of January 1, 2021	$	—
Initial Measurement on March 12, 2021		17,421,333
Public Warrant reclassified to level 1(1)		(8,844,000	)
Change in fair value		(4,303,133	)
Fair value as of December 31, 2021		4,274,200
Change in fair value		(1,811,160	)
Fair value as of March 31, 2022	$	2,463,040

For the six months ended June 30, 2022, cash used in operating activities was $540,231, which consisted of our net income of $4,723,536, interest income earned on marketable securities held in the Trust Account of $534,104, changes in the fair value of Warrant liabilities of $7,421,547, and changes in current assets and current liabilities, which provided $2,691,884 of cash.

(For the six months ended June 30, 2021, cash used in operating activities was $1),537,658, ~~Assumes~~which ~~the~~consisted ~~Public~~of ~~Warrants~~our ~~were~~net ~~reclassified~~income of $3,168,356, interest income earned on ~~March 31~~marketable securities held in the Trust Account of $29,692, ~~2021.~~changes in the fair value of warrant liabilities of $4,052,667, offering costs allocated to warrants of $475,053 and changes in current assets and current liabilities, which used $1,098,708 of cash.

~~The~~As ~~following~~of ~~table~~June ~~presents~~30, 2022, we had cash and marketable securities held in the ~~changes~~Trust Account of $330,616,894. We may withdraw interest to pay our taxes, if any. Through June 30, 2022, we have not withdrawn any amounts to pay for our tax obligations. We intend to use substantially all of the funds held in the ~~fair~~Trust ~~value~~ Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of ~~Warrant~~taxes ~~liabilities:~~payable) to complete our business combination. To the extent that our share capital is used, in whole or in part, as consideration to complete a business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

	Public			Private Placement			Warrant Liabilities
Fair value as of November 24, 2020	$	—		$	—		$	—
Initial measurement on March 12, 2021		9,108,000			8,313,333			17,421,333
Change in valuation inputs or other assumptions		(4,357,320	)		(4,039,133	)		(8,396,453	)
Fair value as of December 31, 2021	$	4,750,680		$	4,274,200		$	9,024,880
Change in valuation inputs or other assumptions		(2,044,680	)		(1,811,160	)		(3,855,840	)
Fair value as of March 31, 2022	$	2,706,000		$	2,463,040		$	5,169,040

As of June 30, 2022, we had cash outside the trust account of $284,606, available for working capital needs. As of June 30, 2022 and December 31, 2021, none of the amount in the Trust Account was withdrawn as described above.

~~Note~~In 10order —to ~~Subsequent~~fund ~~Events~~working capital deficiencies or finance transaction costs in connection with a business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we would repay such loaned amounts. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Warrants, at a price of $1.50 per Warrant at the option of the lender. The Warrants would be identical to the Private Placement Warrants. On March 24, 2022, $250,000 was drawn under the terms of these Working Capital Loans, which amount was repaid on June 30, 2022 and no amounts were outstanding as of June 30, 2022.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review, other than below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. 22

cOn April 11, 2022, we entered into the 2022 Note with our Sponsor, a related party of us. Pursuant to the 2022 Note we may borrow from the Sponsor, from time to time, up to an aggregate of $1,500,000. Borrowings under the 2022 Note will not bear interest. The 2022 Note will mature on the earlier to occur of (i) March 12, 2023 or (ii) the effective date of our initial business combination. Up to $1,500,000 of such loans may be converted into Warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants, at a price of $1.50 per Warrant at the option of the Sponsor. The 2022 Note contains customary events of default, including those relating to our failure to repay the principal amount due upon maturity of the 2022 Note and certain bankruptcy events. $525,000 was drawn and outstanding under 2022 Note as of June 30, 2022.

cUntil the consummation of a business combination, we will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the business combination. We may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. Except for amounts that are already committed, the Sponsor, officers and directors may, but are not obligated to, loan to us funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

~~The~~We ~~conversion~~cannot ~~option~~provide ~~included~~any assurance inthat ~~the~~new ~~2022~~financing ~~Note~~will isbe ~~considered~~available anto ~~embedded~~us ~~derivative~~on commercially acceptable terms, if at all. Our amended and restated memorandum and articles of association provide that we will have only 24 months (until March 12, 2023) from the closing of the IPO to complete a business combination. There is no guarantee that we will be ~~remeasured~~able atto complete a business combination within the ~~end~~Combination Period. We have incurred and expects to continue to incur significant costs in pursuit of ~~each~~its ~~reporting~~acquisition ~~period~~plans. ~~when~~These ~~amounts~~conditions ~~drawn~~raise ~~under~~substantial doubt about our ability to continue as a going concern until the ~~2022~~earlier ~~Note~~of ~~will~~the consummation of the business combination or the date we are is required to liquidate. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be ~~outstanding~~necessary in case we are unable to continue as a going concern.

20Related Party Transactions

~~Table~~Founder ~~of Contents~~Shares

~~ITEM 2~~On December 31, 2020, we issued 7,187,500 Class B Ordinary Shares to the Sponsor for an aggregate purchase price of $25,000. ~~MANAGEMENT~~On February 24, 2021, we effected a share capitalization of 1,437,500 shares, resulting in 8,625,000 Class B Ordinary Shares being issued and outstanding. The share capitalization was retroactively applied in our financial statements. Up to 1,125,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’S ~~DISCUSSION~~over-allotment ~~AND~~option ~~ANALYSIS~~was OFexercised. ~~FINANCIAL~~On ~~CONDITION~~March ~~AND~~12, ~~RESULTS~~2021, OFthe ~~OPERATIONS~~underwriter partially exercised the over-allotment option and therefore 375,000 Founder Shares were forfeited, and 750,000 Founder Shares were no longer subject to forfeiture, resulting in 8,250,000 Founder Shares outstanding at June 30, 2022 and December 31, 2021. The underwriters forfeited their remaining over-allotment option on the date of the IPO.

~~References~~The ininitial ~~this~~shareholders have ~~report~~agreed ~~(the~~not ~~“Quarterly Report”)~~ to ~~“we~~transfer,” ~~“us”~~assign or ~~the~~sell ~~“Company”~~any ~~refer~~of totheir ~~Colonnade~~Founder ~~Acquisition~~Shares ~~Corp.~~and IIany ~~References~~Class toA ~~our~~Ordinary ~~“management”~~Shares orissuable ~~our~~upon ~~“management~~conversion ~~team”~~thereof until ~~refer~~the earlier to ~~our~~occur ~~officers~~of: ~~and~~(i) ~~directors,~~one ~~and~~year ~~references~~after to the ~~“Sponsor”~~completion ~~refer~~of tothe ~~Colonnade~~initial ~~Sponsor~~business IIcombination, ~~LLC.~~or ~~The~~(ii) ~~following~~the ~~discussion~~date ~~and~~on ~~analysis~~which ofwe ~~the~~complete a ~~Company’s~~liquidation, ~~financial~~merger, ~~condition~~share ~~and~~exchange ~~results~~or ofother ~~operations~~similar ~~should~~transaction beafter ~~read~~the ininitial ~~conjunction~~business ~~with~~combination ~~the~~that ~~unaudited~~results ~~condensed~~in ~~financial~~all ~~statements~~of ~~and~~our shareholders having the ~~notes~~right ~~thereto~~to ~~contained~~exchange ~~elsewhere~~their inClass ~~this~~A ~~Quarterly~~Ordinary ~~Report.~~Shares ~~Certain~~for ~~information~~cash, ~~contained~~securities inor ~~the~~other ~~discussion~~property; ~~and~~except ~~analysis~~to ~~set~~certain ~~forth~~permitted ~~below~~transferees and ~~includes~~under ~~forward-looking~~certain ~~statements~~circumstances ~~that~~(the ~~involve risks and uncertainties~~“lock-up”).

~~Cautionary~~Notwithstanding ~~Note~~the ~~Regarding~~foregoing, if ~~Forward~~(1) the closing price of Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-~~Looking~~divisions, ~~Statements~~share capitalizations, 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 or (2) if we consummate a transaction after the initial business combination which results in the our shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.

~~10-Q~~23

~~10-K~~Private Placement Warrants

~~Overview~~Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,733,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant ($8,600,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one Class A Ordinary Share at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account.

WeThe Private Placement Warrants are aidentical ~~blank~~to ~~check~~the ~~company~~Warrants ~~incorporated~~sold in the ~~Cayman~~IPO ~~Islands~~except onthat ~~November 24, 2020 formed for~~ the ~~purpose~~Private ofPlacement ~~effecting a merger~~Warrants, ~~share~~so ~~exchange,~~long ~~asset~~as ~~acquisition,~~they ~~share~~are ~~purchase,~~held ~~reorganization~~by orthe ~~similar Business combination with one~~ Sponsor or ~~more~~its ~~businesses.~~permitted ~~While~~transferees, we(i) will ~~may~~not ~~pursue~~be aredeemable ~~Business~~by ~~combination target in any business or industry~~us, we(ii) may ~~intend~~not to(including ~~focus~~the ~~our~~Class ~~search~~A ~~for~~Ordinary aShares ~~Business~~issuable upon ~~combination~~exercise onof ~~businesses~~these ~~with~~Private ~~favorable~~Placement ~~growth prospects~~Warrants), ~~that~~subject ~~provide~~to ~~attractive~~certain ~~risk-adjusted~~limited ~~returns~~exceptions, onbe ~~invested capital~~transferred, ~~and~~assigned ~~offer~~or ~~compelling~~sold ~~valuations~~by ~~relative~~the toholders until ~~its~~30 ~~peers.~~days Weafter ~~intend~~the tocompletion ~~effectuate~~of our ~~Business~~initial business combination, ~~using~~(iii) may ~~cash~~be ~~derived~~exercised ~~from~~by the ~~proceeds~~holders ofon ~~the~~a ~~IPO,~~cashless ~~our~~basis and ~~shares,~~(iv) will ~~debt~~be orentitled ato ~~combination~~certain ofregistration ~~cash, shares and debt~~rights.

WeIf ~~expect~~the toPrivate ~~continue~~Placement Warrants toare ~~incur~~held ~~significant~~by ~~costs~~holders inother than the ~~pursuit~~Sponsor ofor ~~our~~its ~~acquisition~~permitted ~~plans.~~transferees, Wethe ~~cannot~~Private ~~assure~~Placement ~~you~~Warrants ~~that~~will ~~our~~be ~~plans~~redeemable toby us ~~complete~~and aexercisable ~~Business~~by ~~Combination~~the ~~will~~holders beon ~~successful.~~the same basis as the Warrants included in the Units being sold in the IPO.

~~Results~~The Sponsor has agreed to (i) waive its redemption rights with respect to its Founder Shares and Public Shares in connection with the completion of ~~Operations~~the initial business combination, (ii) waive its redemption rights with respect to its Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with the initial business combination or to redeem 100% of our Public Shares if we have not consummated an initial business combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (iii) waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if we fail to complete the initial business combination within the Combination Period, and (iv) vote any Founder Shares held by the Sponsor and any Public Shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial business combination.

WePromissory have neither engaged in any operations nor generated any revenues to date. Our only activities from November 24, 2020 (inception) through March 31, 2022 were organizational activities, those necessary to prepare for the IPO, described below, and after the IPO, the Company’s search for a target business with which to complete a Business combination. We do not expect to generate any operating revenues until after the completion of our initial Business combination, and will recognize other income or expense related to the change in fair value of Warrant liabilities. Note—Related Party

On December 17, 2020, the Sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non-~~operating~~interest bearing, unsecured and were due at the earlier of December 31, 2021 or the closing of the IPO. The loan was repaid upon the closing of the IPO out of the offering proceeds that were allocated to the payment of offering expenses.

21Working Capital Loans

~~Table~~In addition, in order to finance transaction costs in connection with a business combination, the initial shareholders or an affiliate of ~~Contents~~the initial shareholders or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we would repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, we 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. On March 24, 2022, $250,000 was drawn under the terms of these Working Capital Loans, which amount was repaid as of June 30, 2022, and no amounts were outstanding as of June 30, 2022.

~~For~~On April 11, 2022, we entered into the ~~three~~2022 ~~months~~Note ~~ended~~with ~~March 31~~our Sponsor, a related party of us. Pursuant to the 2022, Note we ~~had~~may aborrow ~~net~~from ~~income~~the Sponsor, from time to time, up to an aggregate of $1,~~727~~500,~~436~~000. WeBorrowings ~~incurred~~under the 2022 Note will not bear interest. The 2022 Note will mature on the earlier to occur of (i) March 12, 2023 or (ii) the effective date of our initial business combination. Up to $21,~~220~~500,~~475~~000 of ~~formation~~such ~~and~~loans ~~operating~~may ~~costs~~be ~~consisting~~converted into ~~mostly~~Warrants of ~~general~~the ~~and~~post-business ~~administrative~~combination ~~expenses.~~entity, Wewhich ~~had~~shall ~~investment~~have ~~income~~terms identical to the Private Placement Warrants, at a price of $921.50 per Warrant at the option of the Sponsor. The 2022 Note contains customary events of default,~~071~~ onincluding those relating to our failure ~~amounts~~to ~~held~~repay inthe principal amount due upon maturity of the ~~Trust~~2022 ~~Account,~~Note and ~~unrealized~~certain ~~gain~~bankruptcy ~~from~~events. ~~change~~$525,000 inwas ~~fair~~drawn ~~value~~and ofoutstanding under ~~Warrant~~2022 ~~liabilities~~Note as of $3June 30,~~855,840.~~ 2022.

For the three months ended March 31, 2021, we had a net income of $34,901. We incurred $46,063 of formation and operating costs consisting mostly of general and administrative expenses. We had investment income of $5,350 on our amounts held in the Trust Account, unrealized gain from change in fair value of Warrant liabilities of $550,667, and offering expenses related to Warrant issuance of $475,053. 24

~~Liquidity,~~The ~~Capital~~conversion ~~Resources~~option included in the 2022 Note is considered an embedded derivative and ~~Going~~will ~~Concern~~be remeasured at the end of each reporting period when amounts drawn under the 2022 Note will be outstanding. The value of the conversion option is de minimis as of June 30, 2022.

~~Until~~Administrative ~~the consummation of the IPO, the Company’s only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from our Sponsor.~~ Support Agreement

OnCommencing ~~March 12,~~on ~~2021,~~the wedate of ~~consummated~~ the IPO ~~of 33~~,~~000,000~~ ~~Units,~~we athave aagreed ~~price~~to ofpay ~~$10.00~~the ~~per~~Sponsor ~~Unit,~~a ~~generating~~total ~~gross proceeds~~ of $~~330~~30,000~~,000.~~ ~~Simultaneously~~per ~~with~~month ~~the~~for ~~closing~~rent of ~~the~~office ~~IPO~~space, weutilities, ~~consummated~~secretarial ~~the~~and ~~sale~~administrative services ofprovided ~~5,733,333~~to ~~Private~~members ~~Placement~~of ~~Warrants~~our tomanagement ~~the~~team. ~~Sponsor~~Upon atcompletion ~~a price~~ of ~~$1.50~~the ~~per~~initial ~~Warrant,~~business ~~generating~~combination ~~gross~~or ~~proceeds~~our ~~of $8~~liquidation,~~600,000.~~ ~~Following~~we ~~the~~will ~~IPO,~~cease paying ~~and~~these ~~the~~monthly ~~sale~~fees. ofFor the ~~Private~~three ~~Placement~~and ~~Warrants,~~six amonths ~~total~~ended ofJune ~~$330~~30,~~000~~ 2022,~~000~~ ~~was~~we ~~placed~~have ~~in the Trust Account. We~~ incurred $1790,~~212,069~~000 inand ~~transaction costs, including~~ $6180,~~090,~~000 ofin ~~underwriting~~expense ~~fees,~~pursuant to ~~$10~~this agreement,~~657,500~~ ofrespectively. ~~deferred~~For ~~underwriting~~the ~~fees~~three and ~~$464,569~~six ofmonths ~~other~~ended ~~costs.~~June Of30, 2021, the ~~total~~Company ~~transaction~~has ~~cost,~~incurred $~~475~~90,~~053~~000 ~~was~~and ~~expensed~~$111,290 ~~as non-operating expenses~~ in ~~the~~expense pursuant ~~statements~~to ofthis ~~operations~~agreement, ~~with~~respectively. ~~the~~All ~~rest~~outstanding offees ~~the~~owed ~~offering~~are ~~cost~~paid ~~charged~~and tothus ~~temporary~~nothing ~~equity.~~is ~~The~~accrued ~~transaction~~as ~~costs~~of ~~were~~June ~~allocated between the Public Warrant liabilities~~30, ~~Private~~2022 ~~Placement Warrant liabilities,~~ and ~~the Class A Ordinary Shares~~2021.

~~For~~Other the three months ended March 31, 2022, cash used in operating activities was $440,163, which consisted of our net income of $1,727,436, interest earned on marketable securities held in the Trust Account of $92,071, changes in the fair value of Warrant liabilities of $3,855,840, and changes in current assets and current liabilities, which used $1,780,312 of cash. Contractual Obligations

AsRegistration of March 31, 2022, we had cash and marketable securities held in the Trust Account of $330,174,862. We may withdraw interest to pay our taxes, if any. Through March 31, 2022, we have not withdrawn any amounts to pay for our tax obligations. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable) to complete our Business combination. To the extent that our share capital is used, in whole or in part, as consideration to complete a Business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. Rights

AsThe holders of ~~March 31~~the (i) Founder Shares, ~~2022~~which were issued in a Private Placement prior to the closing of the IPO, we(ii) ~~had~~Private ~~cash~~Placement ~~outside~~Warrants which were issued in a Private Placement simultaneously with the ~~trust~~closing ~~account~~of the IPO and the Class A Ordinary Shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of ~~$109,674,~~Working ~~available~~Capital ~~for~~Loans ~~working~~have ~~capital~~registration ~~needs~~rights to require us to register a sale of any of its securities held by them pursuant to a registration rights agreement. AsThe holders of ~~March 31~~these securities are entitled to make up to three demands, ~~2022~~excluding ~~and~~short ~~December 31~~form demands, ~~2021~~that we register such securities. In addition, ~~none~~the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of the initial ~~amount~~business incombination. We will bear the ~~Trust~~expenses ~~Account~~incurred ~~was~~in ~~withdrawn~~connection aswith ~~described~~the ~~above.~~filing of any such registration statements.

InUnderwriting order to fund working capital deficiencies or finance transaction costs in connection with a Business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business combination, we would repay such loaned amounts. In the event that a Business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Warrants, at a price of $1.50 per Warrant at the option of the lender. The Warrants would be identical to the Private Placement Warrants. On March 24, 2022, $250,000 was drawn under the terms of these Working Capital Loans and was outstanding as of March 31, 2022.Agreement

OnWe ~~April 11,~~granted ~~2022, we entered into~~ the ~~2022 Note with our Sponsor,~~ underwriters a ~~related~~45-day ~~party~~option offrom the ~~Company.~~final ~~Pursuant~~prospectus relating to the ~~2022~~IPO ~~Note we may borrow from the Sponsor, from time~~ to ~~time,~~purchase up to ~~an aggregate of $1~~4,500,000. ~~Borrowings~~additional ~~under~~Units ~~the 2022 Note will not bear interest. The 2022 Note will mature on the earlier~~ to ~~occur~~cover ~~of (i) March 12, 2023 or (ii) the effective date of our initial Business combination. Up to $1,500,000 of such loans may be converted into warrants of the post~~over-~~Business combination entity~~allotments, ~~which shall have terms identical to the Private Placement Warrants~~if any, at athe IPO price ofless ~~$1.50 per warrant at~~ the ~~option~~underwriting ofdiscounts ~~the~~and ~~Sponsor~~commissions. The ~~2022~~underwriters ~~Note~~partially ~~contains~~exercised ~~customary~~their ~~events~~over-allotment ofoption on ~~default~~March 12, ~~including~~2021 ~~those~~and ~~relating~~forfeited ~~to our failure to repay~~ the ~~principal~~remaining ~~amount~~over-allotment ~~due upon maturity of the 2022 Note and certain bankruptcy events~~option.

22On March 12, 2021, we paid a fixed underwriting discount of $6,090,000. Additionally, a deferred underwriting discount of $10,657,500 will be payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete an initial business combination, subject to the terms of the underwriting agreement. The deferred underwriting discount has subsequently been waived under the specific terms described in Note 11 to the accompanying unaudited condensed financial statements.

~~Table~~Critical ofAccounting Policies ~~Contents~~and Estimates

~~Until~~The ~~the~~preparation ~~consummation~~ of afinancial statements ~~Business~~and ~~combination,~~related wedisclosures ~~will be using the funds not held~~ in ~~the~~conformity ~~Trust~~with ~~Account~~GAAP ~~for~~requires ~~identifying~~management ~~and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business~~ to ~~acquire,~~make ~~and~~estimates ~~structuring, negotiating~~ and ~~consummating~~assumptions ~~the Business combination. We may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. Except for amounts~~ that ~~are~~affect ~~already committed,~~ the ~~Sponsor,~~reported amounts ~~officers~~of assets and ~~directors may~~liabilities, ~~but~~disclosure ~~are~~of ~~not~~contingent ~~obligated~~assets ~~to,~~and ~~loan~~liabilities ~~to us funds from time to time or~~ at ~~any~~the ~~time,~~date inof ~~whatever~~the ~~amount~~financial ~~they deem reasonable in their sole discretion~~statements, toand ~~meet~~income and ~~our~~expenses ~~working~~during ~~capital~~the ~~needs.~~periods ~~Accordingly, we may not be able to obtain additional financing~~reported. IfActual weresults ~~are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which~~ could ~~include,~~materially ~~but~~differ ~~not~~from ~~necessarily~~those beestimates. ~~limited~~We ~~to,~~have ~~curtailing~~identified ~~operations, suspending~~ the ~~pursuit~~following critical ofaccounting ~~a potential transaction, and reducing overhead expenses.~~ policies:

WeClass ~~cannot~~A ~~provide~~Ordinary ~~any~~Shares Subject ~~assurance that new financing will be available~~ to usPossible on commercially acceptable terms, if at all. Our amended and restated memorandum and articles of association provide that we will have only 24 months (until March 12, 2023) from the closing of the IPO to complete a Business combination. There is no guarantee that we will be able to complete a Business combination within the Combination Period. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about our ability to continue as a going concern until the earlier of the consummation of the Business combination or the date we are is required to liquidate. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary in case we are unable to continue as a going concern. Redemption

~~Related~~We ~~Party~~account ~~Transactions~~for our 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 a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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 our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. Our Class A Ordinary Shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2022 and December 31, 2021, 33,000,000 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our condensed balance sheets. We recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit.

~~Founder Shares~~ 25

OnNet ~~December 31,~~Income ~~2020,~~Per ~~the Company issued 7,187,500 Class B~~ Ordinary Shares to the Sponsor for an aggregate purchase price of $25,000. On February 24, 2021, the Company effected a share capitalization of 1,437,500 shares, resulting in 8,625,000 Class B Ordinary Shares being issued and outstanding. The share capitalization was retroactively applied in the Company’s financial statements. Up to 1,125,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On March 12, 2021, the underwriter partially exercised the over-allotment option and therefore 375,000 Founder Shares were forfeited, and 750,000 Founder Shares were no longer subject to forfeiture, resulting in 8,250,000 Founder Shares outstanding at March 31, 2022 and December 31, 2021. The underwriters forfeited their remaining over-allotment option on the date of the IPO. Share

~~“lock~~We comply with accounting and disclosure requirements of ASC 260. We apply the two-~~up”)~~class method in calculating earnings per share. The contractual formula utilized to calculate the redemption results in a redemption amount that approximates fair value. Remeasurement for Class A Ordinary Shares subject to redemption is not included in the determination of income or loss allocable to Class A Ordinary Shares subject to redemption, as redemption value approximates fair value. Net income per ordinary share is computed by dividing the pro rata net income between the Class A Ordinary Shares and the Class B Ordinary Shares by the weighted average number of ordinary shares outstanding for each of the periods. The calculation of diluted income per ordinary share does not consider the effect of the Warrants issued in connection with the IPO since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive.

~~sub-divisions,~~Derivative Warrant Liabilities

~~30-trading~~We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued share purchase Warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Pursuant to ASC 480 and ASC 815, we concluded that a provision in the Warrant Agreement related to certain tender precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the condensed balance sheets and measured at fair value at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statements of operations in the period of change.

~~lock~~We account for our 12,333,333 Warrants, including 6,600,000 Warrants issued in connection with our IPO and 5,733,333 Warrants issued as part of the Private Placement, as derivative Warrant liabilities in accordance with ASC 815. Accordingly, we recognize the Warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-upmeasurement at each balance sheet date until exercised or modified, and any change in fair value is recognized in our statements of operations. The fair value of Warrants issued by us in connection with the IPO and Private Placement has been estimated initially at Monte-Carlo simulations. Subsequently, at June 30, 2022 and December 31, 2021, Public and Private Placement Warrants were valued using observable market quotes in an active market, and Monte-Carlo simulations, respectively.

~~Private~~Recent ~~Placement Warrants~~ Accounting Standards

~~Simultaneously~~In ~~with~~August ~~the~~2020, ~~closing~~FASB issued ofASU ~~the~~2020-06 ~~IPO,~~to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the ~~Sponsor~~current ~~purchased~~models anthat ~~aggregate~~require separation of ~~5,733,333~~beneficial ~~Private~~conversion ~~Placement~~and ~~Warrants~~cash atconversion afeatures ~~price~~from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of $1contracts in an entity’s own equity.50 ~~per~~The ~~Private~~new ~~Placement~~standard ~~Warrant~~also ~~($8,600,000~~introduces inadditional ~~the~~disclosures for ~~aggregate),~~convertible ~~each~~debt ~~Private~~and ~~Placement~~freestanding ~~Warrant~~instruments isthat ~~exercisable~~are indexed to ~~purchase~~and ~~one~~settled ~~Class~~in Aan ~~Ordinary~~entity’s ~~Share~~own atequity. aASU ~~price~~2020-06 ofamends the ~~$11.50~~diluted earnings per share. Aguidance, ~~portion~~including of the ~~purchase~~requirement ~~price~~to ofuse the ~~Private~~if-converted ~~Placement~~method ~~Warrants~~for ~~was~~all ~~added~~convertible toinstruments. ~~the~~ASU 2020-06 ~~proceeds~~is ~~from~~effective ~~the~~for ~~IPO~~fiscal toyears beginning after December 15, 2023 and should be ~~held~~applied inon ~~the~~a ~~Trust~~full ~~Account~~or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The guidance was adopted starting January 1, 2022. Adoption of ASU 2020-06 did not impact our financial position, results of operations or cash flows.

23Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

~~Table of Contents~~26

~~The~~JOBS Private Placement Warrants are identical to the Warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A Ordinary Shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to certain registration rights. Act

IfThe ~~the~~JOBS ~~Private~~Act ~~Placement~~contains provisions ~~Warrants~~that, ~~are~~among ~~held~~other bythings, ~~holders~~relax ~~other~~certain ~~than~~reporting ~~the~~requirements ~~Sponsor~~for orqualifying ~~its~~public ~~permitted~~companies. ~~transferees,~~We ~~the~~qualify ~~Private~~as ~~Placement~~an ~~Warrants~~“emerging growth company” and under the JOBS Act will be ~~redeemable~~allowed byto ~~the~~comply ~~Company~~with ~~and~~new ~~exercisable~~or byrevised ~~the~~accounting ~~holders~~pronouncements based on the ~~same~~effective date ~~basis~~for asprivate ~~the~~(not ~~Warrants~~publicly ~~included~~traded) incompanies. We elected to delay the ~~Units~~adoption ~~being~~of ~~sold~~new inor revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the ~~IPO~~relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

~~pre~~Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-~~initial~~emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the report of the independent registered public accounting firm providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of the IPO or until we are no longer an “emerging growth company,” whichever is earlier.

~~Promissory~~ITEM ~~Note—Related~~3. ~~Party~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~non~~We are a smaller reporting company as defined by Rule 12b-~~interest~~2 of the Exchange Act and are not required to provide the information otherwise required under this item.

~~Working~~ITEM ~~Capital~~4. ~~Loans~~CONTROLS AND PROCEDURES

InDisclosure ~~addition,~~controls inand procedures ~~order~~are tocontrols ~~finance~~and ~~transaction~~other ~~costs~~procedures inthat ~~connection~~are ~~with~~designed ato ~~Business~~ensure ~~combination,~~that ~~the~~information ~~initial~~required ~~shareholders~~to orbe andisclosed ~~affiliate~~in ofour ~~the~~reports ~~initial shareholders~~ filed or ~~certain~~submitted ofunder the ~~Company’s~~Exchange ~~directors~~Act ~~and~~is ~~officers may~~recorded, ~~but are not obligated to~~processed, ~~loan~~summarized ~~the~~and ~~Company~~reported ~~funds~~within ~~as may be required. If~~ the ~~Company~~time ~~completes~~periods aspecified ~~Business~~in ~~combination,~~ the ~~Company~~SEC’s rules ~~would~~and ~~repay~~forms. ~~the~~Disclosure ~~Working~~controls ~~Capital~~and ~~Loans~~procedures ~~out~~include, ofwithout ~~the~~limitation, ~~proceeds~~controls ofand ~~the~~procedures ~~Trust~~designed ~~Account released~~ to ~~the~~ensure ~~Company.~~that ~~Otherwise,~~information required ~~the~~to ~~Working Capital Loans would~~ be ~~repaid~~disclosed ~~only~~in ~~out~~our ofreports ~~funds~~filed ~~held~~or ~~outside~~submitted ~~the~~under ~~Trust Account. In~~ the ~~event~~Exchange ~~that~~Act ais ~~Business~~accumulated ~~combination~~and ~~does~~communicated ~~not close, the Company may use a portion of proceeds held outside the Trust Account~~ to ~~repay~~our ~~the Working Capital Loans~~management, ~~but~~including our noChief ~~proceeds~~Executive ~~held~~Officer, ~~in the Trust Account would be used~~ to ~~repay~~allow ~~the~~timely ~~Working~~decisions ~~Capital~~regarding ~~Loans.~~required ~~On March 24, 2022, $250,000 was drawn under the terms of these Working Capital Loans and was outstanding as of March 31, 2022~~disclosure.

OnEvaluation ~~April 11, 2022, we entered into the 2022 Note with our Sponsor, a related party~~ of ~~the~~Disclosure Controls Company. Pursuant to the 2022 Note we may borrow from the Sponsor, from time to time, up to an aggregate of $1,500,000. Borrowings under the 2022 Note will not bear interest. The 2022 Note will mature on the earlier to occur of (i) March 12, 2023 or (ii) the effective date of our initial Business combination. Up to $1,500,000 of such loans may be converted into warrants of the post-Business combination entity, which shall have terms identical to the Private Placement Warrants, at a price of $1.50 per warrant at the option of the Sponsor. The 2022 Note contains customary events of default, including those relating to our failure to repay the principal amount due upon maturity of the 2022 Note and certain bankruptcy events. The conversion option included in the 2022 Note is considered an embedded derivative and will be remeasured at the end of each reporting period when amounts drawn under the 2022 Note will be outstanding. Procedures

~~Administrative~~Under ~~Support~~the ~~Agreement~~supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that our disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments. As a result, we performed additional analysis as deemed necessary to ensure that our unaudited condensed financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the unaudited condensed financial statements included in this Form 10-Q present fairly, in all material respects, our financial position, result of operations and cash flows of the periods presented.

~~Commencing~~Management onintends ~~the~~to implement ~~date~~remediation ofsteps ~~the IPO, the Company has agreed~~ to ~~pay~~improve ~~the~~our ~~Sponsor~~disclosure acontrols ~~total~~and ofprocedures ~~$30,000~~and ~~per~~our ~~month~~internal ~~for~~control ~~rent~~over offinancial ~~office~~reporting. ~~space~~Specifically, we ~~utilities,~~intend ~~secretarial~~to expand and ~~administrative~~improve ~~services~~our ~~provided~~review toprocess ~~members~~for ofcomplex ~~the~~securities ~~Company’s~~and ~~management~~related ~~team~~accounting standards. ~~Upon~~We ~~completion~~have ofimproved ~~the~~this ~~initial~~process by ~~Business~~enhancing ~~combination~~access orto ~~the~~accounting ~~Company’s liquidation~~literature, ~~the~~identification ~~Company~~of ~~will~~third-party ~~cease~~professionals ~~paying~~with ~~these~~whom ~~monthly~~to ~~fees.~~consult ~~For~~regarding ~~the~~complex ~~three~~accounting applications ~~months ended March 31, 2022~~ and ~~year~~consideration ~~ended~~of ~~March 31,~~additional ~~2021,~~staff with the ~~Company~~requisite ~~has~~experience ~~incurred $90,000~~ and $0training ~~in expense pursuant~~ to ~~this~~supplement ~~agreement,~~existing ~~respectively.~~accounting ~~All outstanding fees owed are paid and thus nothing is accrued as of March 31, 2022 and December 31, 2021~~professionals.

24Changes in Internal Control Over Financial Reporting

~~Table~~During ofthe ~~Contents~~three months ended June 30, 2022, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Other Contractual Obligations~~ 27

~~Registration~~PART ~~Rights~~II—OTHER INFORMATION

~~The~~ITEM holders of the (i) Founder Shares, which were issued in a Private Placement prior to the closing of the IPO, (ii) Private Placement Warrants which were issued in a Private Placement simultaneously with the closing of the IPO and the Class A Ordinary Shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement1. ~~The~~LEGAL ~~holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities~~PROCEEDINGS. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s 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~~ None.

~~45-day~~ITEM 1A. RISK FACTORS.

OnAs ~~March 12,~~of ~~2021~~the date of this Quarterly Report, ~~the~~there ~~Company~~have ~~paid~~been ano ~~fixed~~material ~~underwriting~~changes ~~discount~~with ofrespect ~~$6,090,000~~to those risk factors previously disclosed in our Annual Report on Form 10-K filed with the SEC. ~~Additionally,~~Any of these factors could result in a ~~deferred~~significant ~~underwriting~~or ~~discount~~material adverse effect on our results of ~~$10,657,500~~operations or ~~will~~financial becondition. ~~payable~~Additional risk factors not presently known to ~~the~~us ~~underwriters~~or ~~from~~that ~~the~~we ~~amounts~~currently ~~held~~deem inimmaterial ~~the~~may ~~Trust~~also ~~Account~~impair ~~solely~~our inbusiness or ~~the~~results ~~event~~of ~~that~~operations. ~~the~~We ~~Company~~may ~~completes~~disclose anchanges ~~initial~~to ~~Business~~such ~~combination,~~risk ~~subject~~factors or disclose additional risk factors from time to ~~the~~time ~~terms~~in ofour ~~the~~future filings ~~underwriting~~with ~~agreement.~~the SEC.

~~Critical~~ITEM ~~Accounting~~2. ~~Policies~~UNREGISTERED ~~and~~SALES ~~Estimates~~OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~The~~Unregistered preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies: Sales

~~Class~~The Asales ~~Ordinary~~of the Founder Shares ~~Subject~~and Private Placement Warrants to ~~Possible~~our ~~Redemption~~Sponsor and our initial shareholders as described herein were deemed to be exempt from registration under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.

~~paid-in~~Use of Proceeds

~~Net~~On ~~Income~~March ~~Per~~9, 2021, our registration statement on Form S-l (File No. 333-253091) was declared effective by the SEC for the IPO pursuant to which we sold an aggregate of 33,000,000 Units at an offering price to the public of $10.00 per Unit for an aggregate offering price of $330,000,000, with each Unit consisting of one Class A Ordinary Share and one-fifth of one redeemable Warrant. Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share. Barclays Capital Inc. and Deutsche Bank Securities Inc. acted as representatives for the underwriters. Our IPO did not terminate before all of the securities registered in our registration statement were sold. The IPO was consummated on March 12, 2021.

~~two~~Net proceeds of $330,000,000 from the IPO, including the partial over-~~class~~allotment, and the sale of the Private Placement Warrants, including deferred underwriting discounts of approximately $10,657,500, are held in the Trust Account as of June 30, 2022. We paid $6,090,000 in underwriting discounts and incurred offering costs of approximately $464,569 related to the IPO. In addition, the underwriters agreed to defer approximately $10,657,500 in underwriting discounts, which amount will be payable when and if a business combination is consummated. No payments were made by us to directors, officers or persons owning ten percent or more of our ordinary shares or to their associates, or to our affiliates. There has been no material change in the planned use of proceeds from the IPO as described in our final IPO prospectus dated March 9, 2021 which was filed with the SEC.

25ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

~~Table of Contents~~None.

~~the~~ITEM ~~Class A Ordinary Shares and the Class B Ordinary Shares by the weighted average number of ordinary shares outstanding for each of the periods~~4. ~~The~~MINE ~~calculation~~SAFETY of diluted income per ordinary share does not consider the effect of the Warrants issued in connection with the IPO since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutiveDISCLOSURES.

~~Derivative~~Not ~~Warrant Liabilities~~ applicable.

WeITEM ~~do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks~~5. WeOTHER ~~evaluate all of our financial instruments, including issued share purchase Warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives~~INFORMATION. Pursuant to ASC 480 and ASC 815, we concluded that a provision in the Warrant Agreement related to certain tender precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statements of operations in the period of change.

On July 8, 2022, the Company received a letter providing notice from Barclays, and on July 11, 2022, the Company received a letter providing notice from Deutsche Bank Securities Inc., waiving any entitlement to re their respective portions of the $10,657,500 deferred underwriting fee that accrued from Barclays’ and DBSI’s participation as the underwriters of the Initial Public Offering and their right of first refusal to act as co-~~measurement at~~placement agents in connection with any equity or debt financing transaction (including any investment banking and financial advisory services) related to the business combination. Such waiver reduces the estimated expenses of the business combination by $10,675,500, which amount will be reflected on the balance sheet of the Company and the succeeding company upon closing of the business combination.

~~Recent Accounting Standards~~ 28

~~2020-06~~ITEM 6. EXHIBITS.

~~2020~~The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-06Q.

2020-06

No.		Description of Exhibit

31.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Principal Executive Officer and Principal Financial 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 (the instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Labels 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)

~~if-converted~~* Filed herewith.

~~2020~~** This certification is furnished to the SEC pursuant to Section 906 of the Sarbanes-06Oxley Act of 2002 and is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it 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.

~~2020-06~~29

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

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

for non-emerging growth

	COLONNADE ACQUISITION CORP. II

Date: August 22, 2022		/s/ Remy W. Trafelet
	Name:	Remy W. Trafelet
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer and Principal
		Financial and Accounting Officer)

~~of non-emerging growth~~30

00-0000000 0.07 0.08 0.08 0.11 0.07 0.08 0.08 0.11 0.03 0.08 0.11 0.03 0.08 0.11 33000000 33000000 0.07 0.08 0.07 0.08 33000000 33000000 0.08 0.11 0.08 0.11 false --12-31 Q2 0001837739 0001837739 2022-01-01 2022-06-30 0001837739 us-gaap:CommonClassAMember 2022-08-22 0001837739 us-gaap:CommonClassBMember 2022-08-22 0001837739 2022-06-30 0001837739 2021-12-31 0001837739 us-gaap:CommonClassAMember 2022-06-30 0001837739 us-gaap:CommonClassAMember 2021-12-31 0001837739 us-gaap:CommonClassBMember 2022-06-30 0001837739 us-gaap:CommonClassBMember 2021-12-31 0001837739 2022-04-01 2022-06-30 0001837739 2021-04-01 2021-06-30 0001837739 2021-01-01 2021-06-30 0001837739 claa:ClassAOrdinarySharesSubjectToPossibleRedemptionMember 2022-04-01 2022-06-30 0001837739 claa:ClassAOrdinarySharesSubjectToPossibleRedemptionMember 2021-04-01 2021-06-30 0001837739 claa:ClassAOrdinarySharesSubjectToPossibleRedemptionMember 2022-01-01 2022-06-30 0001837739 claa:ClassAOrdinarySharesSubjectToPossibleRedemptionMember 2021-01-01 2021-06-30 0001837739 us-gaap:CommonClassBMember 2022-04-01 2022-06-30 0001837739 us-gaap:CommonClassBMember 2021-04-01 2021-06-30 0001837739 us-gaap:CommonClassBMember 2022-01-01 2022-06-30 0001837739 us-gaap:CommonClassBMember 2021-01-01 2021-06-30 0001837739 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-12-31 0001837739 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-12-31 0001837739 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001837739 us-gaap:RetainedEarningsMember 2021-12-31 0001837739 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-01-01 2022-03-31 0001837739 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-01-01 2022-03-31 0001837739 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-03-31 0001837739 us-gaap:RetainedEarningsMember 2022-01-01 2022-03-31 0001837739 2022-01-01 2022-03-31 0001837739 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-03-31 0001837739 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-03-31 0001837739 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001837739 us-gaap:RetainedEarningsMember 2022-03-31 0001837739 2022-03-31 0001837739 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-04-01 2022-06-30 0001837739 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-04-01 2022-06-30 0001837739 us-gaap:AdditionalPaidInCapitalMember 2022-04-01 2022-06-30 0001837739 us-gaap:RetainedEarningsMember 2022-04-01 2022-06-30 0001837739 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-06-30 0001837739 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-06-30 0001837739 us-gaap:AdditionalPaidInCapitalMember 2022-06-30 0001837739 us-gaap:RetainedEarningsMember 2022-06-30 0001837739 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2020-12-31 0001837739 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2020-12-31 0001837739 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001837739 us-gaap:RetainedEarningsMember 2020-12-31 0001837739 2020-12-31 0001837739 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-01-01 2021-03-31 0001837739 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-01-01 2021-03-31 0001837739 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-03-31 0001837739 us-gaap:RetainedEarningsMember 2021-01-01 2021-03-31 0001837739 2021-01-01 2021-03-31 0001837739 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-03-31 0001837739 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-03-31 0001837739 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001837739 us-gaap:RetainedEarningsMember 2021-03-31 0001837739 2021-03-31 0001837739 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-04-01 2021-06-30 0001837739 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-04-01 2021-06-30 0001837739 us-gaap:AdditionalPaidInCapitalMember 2021-04-01 2021-06-30 0001837739 us-gaap:RetainedEarningsMember 2021-04-01 2021-06-30 0001837739 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-06-30 0001837739 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-06-30 0001837739 us-gaap:AdditionalPaidInCapitalMember 2021-06-30 0001837739 us-gaap:RetainedEarningsMember 2021-06-30 0001837739 2021-06-30 0001837739 us-gaap:IPOMember 2021-03-01 2021-03-12 0001837739 us-gaap:IPOMember 2021-03-12 0001837739 claa:PrivatePlacementWarrantsMember 2022-01-01 2022-06-30 0001837739 us-gaap:IPOMember 2022-01-01 2022-06-30 0001837739 us-gaap:IPOMember 2022-06-30 0001837739 us-gaap:IPOMember 2021-03-01 2021-03-15 0001837739 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2022-06-30 0001837739 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2022-01-01 2022-06-30 0001837739 us-gaap:WarrantMember 2022-01-01 2022-06-30 0001837739 us-gaap:WarrantMember 2022-06-30 0001837739 pf0:ScenarioPreviouslyReportedMember us-gaap:CommonClassAMember 2021-01-01 2021-03-31 0001837739 pf0:RestatementAdjustmentMember us-gaap:CommonClassAMember 2021-01-01 2021-03-31 0001837739 pf0:RevisionOfPriorPeriodAccountingStandardsUpdateAdjustmentMember us-gaap:CommonClassAMember 2021-01-01 2021-03-31 0001837739 pf0:ScenarioPreviouslyReportedMember us-gaap:CommonClassBMember 2021-01-01 2021-03-31 0001837739 pf0:RestatementAdjustmentMember us-gaap:CommonClassBMember 2021-01-01 2021-03-31 0001837739 pf0:RevisionOfPriorPeriodAccountingStandardsUpdateAdjustmentMember us-gaap:CommonClassBMember 2021-01-01 2021-03-31 0001837739 pf0:ScenarioPreviouslyReportedMember us-gaap:CommonClassAMember 2021-01-01 2021-06-30 0001837739 pf0:RestatementAdjustmentMember us-gaap:CommonClassAMember 2021-01-01 2021-06-30 0001837739 pf0:RevisionOfPriorPeriodAccountingStandardsUpdateAdjustmentMember us-gaap:CommonClassAMember 2021-01-01 2021-06-30 0001837739 pf0:ScenarioPreviouslyReportedMember us-gaap:CommonClassBMember 2021-01-01 2021-06-30 0001837739 pf0:RestatementAdjustmentMember us-gaap:CommonClassBMember 2021-01-01 2021-06-30 0001837739 pf0:RevisionOfPriorPeriodAccountingStandardsUpdateAdjustmentMember us-gaap:CommonClassBMember 2021-01-01 2021-06-30 0001837739 us-gaap:USTreasurySecuritiesMember 2022-06-30 0001837739 us-gaap:USTreasurySecuritiesMember 2021-12-31 0001837739 us-gaap:PrivatePlacementMember 2022-01-01 2022-06-30 0001837739 2021-01-01 2021-12-31 0001837739 claa:RedeemableCommonClassAMember 2022-04-01 2022-06-30 0001837739 claa:RedeemableCommonClassAMember 2021-04-01 2021-06-30 0001837739 claa:NonRedeemableClassBOrdinarySharesMember 2022-04-01 2022-06-30 0001837739 claa:NonRedeemableClassBOrdinarySharesMember 2021-04-01 2021-06-30 0001837739 claa:RedeemableCommonClassAMember 2022-01-01 2022-06-30 0001837739 claa:RedeemableCommonClassAMember 2021-01-01 2021-06-30 0001837739 claa:NonRedeemableClassBOrdinarySharesMember 2022-01-01 2022-06-30 0001837739 claa:NonRedeemableClassBOrdinarySharesMember 2021-01-01 2021-06-30 0001837739 us-gaap:CommonClassAMember us-gaap:IPOMember 2022-01-01 2022-06-30 0001837739 claa:PublicWarrantsMember us-gaap:CommonClassAMember 2022-06-30 0001837739 claa:PrivatePlacementWarrantsMember claa:SponsorMember 2022-01-01 2022-06-30 0001837739 claa:PrivatePlacementWarrantsMember claa:SponsorMember 2022-06-30 0001837739 claa:SponsorMember us-gaap:CommonClassBMember 2020-12-01 2020-12-31 0001837739 claa:SponsorMember us-gaap:CommonClassBMember 2021-02-01 2021-02-24 0001837739 claa:SponsorMember us-gaap:CommonClassBMember 2021-02-24 0001837739 claa:SponsorMember us-gaap:CommonClassBMember 2022-06-30 0001837739 claa:SponsorMember us-gaap:CommonClassBMember us-gaap:OverAllotmentOptionMember 2022-06-30 0001837739 claa:SponsorMember us-gaap:CommonClassBMember 2022-01-01 2022-06-30 0001837739 claa:PromissoryNoteMember claa:SponsorMember 2020-12-17 0001837739 claa:AdministrativeSupportAgreementMember claa:SponsorMember 2022-01-01 2022-06-30 0001837739 claa:AdministrativeSupportAgreementMember 2022-04-01 2022-06-30 0001837739 claa:AdministrativeSupportAgreementMember 2022-01-01 2022-06-30 0001837739 claa:AdministrativeSupportAgreementMember 2021-04-01 2021-06-30 0001837739 claa:AdministrativeSupportAgreementMember 2021-01-01 2021-06-30 0001837739 claa:WorkingCapitalLoansMember 2022-03-24 2022-03-24 0001837739 claa:SponsorMember 2022-04-01 2022-04-11 0001837739 2022-06-09 0001837739 2022-03-01 2022-03-12 0001837739 us-gaap:CommonClassAMember 2022-01-01 2022-06-30 0001837739 us-gaap:CommonClassAMember claa:PublicWarrantsMember 2022-01-01 2022-06-30 0001837739 us-gaap:MoneyMarketFundsMember 2022-06-30 0001837739 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member 2022-06-30 0001837739 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel2Member 2022-06-30 0001837739 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel3Member 2022-06-30 0001837739 us-gaap:FairValueInputsLevel1Member 2022-06-30 0001837739 us-gaap:FairValueInputsLevel2Member 2022-06-30 0001837739 us-gaap:FairValueInputsLevel3Member 2022-06-30 0001837739 claa:PublicWarrantsMember 2022-01-01 2022-06-30 0001837739 claa:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member 2022-01-01 2022-06-30 0001837739 claa:PublicWarrantsMember us-gaap:FairValueInputsLevel2Member 2022-01-01 2022-06-30 0001837739 claa:PublicWarrantsMember us-gaap:FairValueInputsLevel3Member 2022-01-01 2022-06-30 0001837739 claa:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel1Member 2022-01-01 2022-06-30 0001837739 claa:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member 2022-01-01 2022-06-30 0001837739 claa:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2022-01-01 2022-06-30 0001837739 us-gaap:FairValueInputsLevel1Member 2022-01-01 2022-06-30 0001837739 us-gaap:FairValueInputsLevel2Member 2022-01-01 2022-06-30 0001837739 us-gaap:FairValueInputsLevel3Member 2022-01-01 2022-06-30 0001837739 us-gaap:MoneyMarketFundsMember 2021-12-31 0001837739 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0001837739 us-gaap:FairValueInputsLevel1Member 2021-12-31 0001837739 claa:PublicWarrantsMember 2021-01-01 2021-12-31 0001837739 claa:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member 2021-01-01 2021-12-31 0001837739 claa:PrivatePlacementWarrantsMember 2021-01-01 2021-12-31 0001837739 claa:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel1Member 2021-01-01 2021-12-31 0001837739 claa:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member 2021-01-01 2021-12-31 0001837739 claa:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2021-01-01 2021-12-31 0001837739 us-gaap:FairValueInputsLevel1Member 2021-01-01 2021-12-31 0001837739 us-gaap:FairValueInputsLevel3Member 2021-01-01 2021-12-31 0001837739 claa:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member claa:PrivatePlacementWarrantsMember 2022-06-30 0001837739 claa:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member claa:PrivatePlacementWarrantsMember 2021-12-31 0001837739 claa:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member claa:PrivatePlacementWarrantsMember 2022-01-01 2022-06-30 0001837739 claa:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member claa:PrivatePlacementWarrantsMember 2021-01-01 2021-12-31 0001837739 us-gaap:PrivatePlacementMember 2021-12-31 0001837739 us-gaap:PrivatePlacementMember 2022-01-01 2022-03-31 0001837739 us-gaap:PrivatePlacementMember 2022-03-31 0001837739 us-gaap:PrivatePlacementMember 2022-04-01 2022-06-30 0001837739 us-gaap:PrivatePlacementMember 2022-06-30 0001837739 claa:PublicWarrantsMember 2021-12-31 0001837739 claa:PrivatePlacementWarrantsMember 2021-12-31 0001837739 us-gaap:WarrantMember 2021-12-31 0001837739 claa:PublicWarrantsMember 2022-01-01 2022-03-31 0001837739 claa:PrivatePlacementWarrantsMember 2022-01-01 2022-03-31 0001837739 us-gaap:WarrantMember 2022-01-01 2022-03-31 0001837739 claa:PublicWarrantsMember 2022-03-31 0001837739 claa:PrivatePlacementWarrantsMember 2022-03-31 0001837739 us-gaap:WarrantMember 2022-03-31 0001837739 claa:PublicWarrantsMember 2022-04-01 2022-06-30 0001837739 claa:PrivatePlacementWarrantsMember 2022-04-01 2022-06-30 0001837739 us-gaap:WarrantMember 2022-04-01 2022-06-30 0001837739 claa:PublicWarrantsMember 2022-06-30 0001837739 claa:PrivatePlacementWarrantsMember 2022-06-30 0001837739 claa:PublicWarrantsMember 2020-11-23 0001837739 claa:PrivatePlacementWarrantsMember 2020-11-23 0001837739 us-gaap:WarrantMember 2020-11-23 0001837739 claa:PublicWarrantsMember 2020-11-24 2021-03-31 0001837739 claa:PrivatePlacementWarrantsMember 2020-11-24 2021-03-31 0001837739 us-gaap:WarrantMember 2020-11-24 2021-03-31 0001837739 claa:PublicWarrantsMember 2021-03-31 0001837739 claa:PrivatePlacementWarrantsMember 2021-03-31 0001837739 us-gaap:WarrantMember 2021-03-31 0001837739 claa:PublicWarrantsMember 2021-04-01 2021-06-30 0001837739 claa:PrivatePlacementWarrantsMember 2021-04-01 2021-06-30 0001837739 us-gaap:WarrantMember 2021-04-01 2021-06-30 0001837739 claa:PublicWarrantsMember 2021-06-30 0001837739 claa:PrivatePlacementWarrantsMember 2021-06-30 0001837739 us-gaap:WarrantMember 2021-06-30 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure

Table of Contents

adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the report of the independent registered public accounting firm providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of the IPO or until we are no longer an “emerging growth company,” whichever is earlier.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

defined by Rule 12b-2 of the Exchange

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.

Table of Contents

Evaluation of Disclosure Controls and Procedures

13a-15(e)

15d-15(e)

10-Q

Management intends to implement remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting. Specifically, we intend to expand and improve our review process for complex securities and related accounting standards. We have improved this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

Changes in Internal Control Over Financial Reporting

During the three months ended March 31, 2022, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

10-K

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Unregistered Sales

The sales of the Founder Shares and Private Placement Warrants to our Sponsor and our initial shareholders as described herein were deemed to be exempt from registration under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.

Use of Proceeds

S-l

No. 333-253091)

one-fifth

Net proceeds of $330,000,000 from the IPO, including the partial over-allotment, and the sale of the Private Placement Warrants, including deferred underwriting discounts of approximately $10,657,500, are held in the Trust Account as of March 31, 2022. We paid $6,090,000 in underwriting discounts and incurred offering costs of approximately $464,569 related to the IPO. In addition, the underwriters agreed to defer approximately $10,657,500 in underwriting discounts, which amount will be payable when and if a Business combination is consummated. No payments were made by us to directors, officers or persons owning ten percent or more of our ordinary shares or to their associates, or to our affiliates. There has been no material change in the planned use of proceeds from the IPO as described in our final IPO prospectus dated March 9, 2021 which was filed with the SEC.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

Table of Contents

ITEM 6. EXHIBITS.

Report on Form 10-Q.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer and Principal Financial 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 (the instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels 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)

* Filed herewith.

** This certification is furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it 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.

Table of Contents

SIGNATURES

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

COLONNADE ACQUISITION CORP. II

Date: May 25, 2022

/s/ Remy W. Trafelet

Remy W. Trafelet

Chief Executive Officer and Director

(Principal Executive Officer and Principal Financial and Accounting Officer)

Filing Compare · Colonnade Acquisition Corp. II